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Vantiva

Interim / Quarterly Report Aug 4, 2025

9942_ir_2025-08-04_28066ded-0df6-42a0-a8db-bde02b2c9145.pdf

Interim / Quarterly Report

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CONTENTS

I - Declaration by the person responsible for the interim financial report

  • II. Half-yearly activity report on June 30, 2025
  • III. Vantiva's condensed interim consolidated financial statements on June 30, 2025

IV. Statutory auditors' report

I - Declaration by the person responsible for the interim financial report

II. Half-yearly activity report on June 30, 2025

A. Half year 2025 results

I- Key Points for H1 2025 and Outlook for 2025

In millions of euros, continuing
operations
H1 25 H1 24 Real exchange
rates
Constant
exchange rates
Revenue 861 798 8.0% 9.4%
Adjusted EBITDA 64 22 NM NM
As a % of sales 7.4 2.8 463 bps 469 bps
Adjusted EBITA 33 (12) NM NM
FCF after interest, taxes, and
restructuring costs
91 22 69 N/A

Breakdown of Sales by Product

In millions of euros H1 25 H1 24 Actual
exchange
rates
Constant
exchange
rates
Revenue 861 798 8.0% 9.4%
Of which
Broadband 597 466 28.1% 29.9%
Video 209 262 (20.4%) (19.4%)
Diversification 56 69 (20.0%) (19.3%)
Adjusted EBITDA 64 22 NM NM
As a % of sales 7.4 2.8

Group revenue rose by 8.0% to €861 million.

Broadband revenue increased by nearly 30%, while Video and Diversification activities declined by approximately 20% due to lower demand.

Adjusted EBITDA increased by €42 million to €64 million, up from €22 million in the first half of 2024. As a percentage, the Adjusted EBITDA reached 7.4% of revenue, compared with 2.8% a year earlier. This improvement reflects gains on operating expenses following the successful integration of CommScope's CPE business and more general restructuring.

Free cash flow after financial expenses, taxes and restructuring costs was positive at €91 million, compared with €22 million in the first half of 2024. This increase is due to the rise in EBITDA, lower financial expenses and taxes paid, and a positive change in working capital requirements, which is expected to reverse in the second half.

Outlook

The positive results for the first half support our full-year targets. The company has been insulated from any significant, direct tariff impacts thus far, and the outlook currently reflects an assumption that our relatively favorable tariff position will continue.

2025 Guidance*

  • Adjusted EBITDA > €150 million
  • Positive FCF

*assuming €/\$ at 1.05

II- Analysis of the Income Statement

Income Statement

In millions of euros H1 25 H1 24 Actual
exchange
rates
Constant
exchange
rates
Revenue from continuing operations 861 798 8.0% 9.4%
Adjusted EBITDA 64 22 NM NM
% of sales 7.4 2.8 463 bps 469 bps
Depreciation and provisions1 (excluding amortization of acquired intangible
assets)
(31) (34) 9.9% 8.8%
Adjusted EBITA from continuing operations 33 (12) NM NM
% of sales 3.8 (1.6) 534 bps 541 bps
Amortization of intangible assets arising from acquisitions (6) (12) 50.0% 58.0%
Non-recurring items (47) (59) NM NM
EBIT from continuing operations (20) (82) NM NM
% of sales (2.4) (10.3) NM NM
Financial income (expenses) (48) (55) 13.4% 7.4%
Income tax (13) (5) NM NM
Contribution from equity-accounted companies 0 (1) NM NM
Net income from continuing operations (81) (143) 43.8% 28.5%
Results from discontinued operations (214) (24) NM NM
Net income for the period (295) (167) (76.5%) (89.6%)

1 Provisions for risks, litigation and warranties.

Revenue for the first half of the year amounted to €861 million, an increase of 8.0% (9.4% at constant exchange rates). This growth was mainly driven by broadband sales.

Adjusted EBITDA amounted to €64 million, compared with €22 million in the first half of 2024. The nearly five-point increase in the margin is due to the rationalization of structures carried out in the second half of 2024 and continued in the first half of 2025.

EBITA of €33 million increased by €45 million, thanks to the rise in EBITDA.

Amortization of intangible assets arising from acquisitions amounted to -€6 million, compared with -€12 million in the first half of 2024.

Non-recurring items showed a negative balance of -€47 million (vs -€59 million in H1 24), resulting from:

  • Restructuring costs of -€38 million, compared with -€63 million in the first half of 2024. This sharp decrease is due to the progress of reorganizations related to the integration of CommScope's CPE business.
  • Other income and expenses, which represent a profit of €1 million compared with a loss of -€8 million in the previous year.
  • Impairment losses on non-current assets of -€8 million (compared with -€4 million in 2024).

EBIT was negative at -€20 million, representing an improvement of €62 million compared to the previous year.

Net financial expenses amounted to -€48 million for the half-year, compared with -€55 million in the previous year.

Income tax amounted to -€13 million, compared with -€5 million in H1 2024.

Income from equity-accounted companies was zero, compared with -€1 million in the first half of 2024.

Net income from continuing operations for the half-year amounted to -€81 million, compared with a loss of -€143 million in H1 2024.

Discontinued operations contributed negatively by -€214 million, primarily due to the consequences of the disposal of SCS activities.

The Group's net income was a loss of -€295 million, compared with a loss of -€167 million in the first half of 2024.

Cash Flow and Debt Analysis

In millions of euros H1 25 H1 24 Actual
exchange
rates
Constant
exchange
rates
Adjusted EBITDA from continuing operations 64 22 NM NM
Capital expenditure (28) (34) (17.1%) (16.1%)
Non-recurring expenses (cash impact) (41) (44) (6.4%) (5.8%)
Change in working capital and other assets and
liabilities
117 123 (4.5%) (2.4%)
Free cash flow before interest and taxes 112 67 67.1% 71.9%
Free cash flow after interest, taxes, and
restructuring charges
91 22 NM NM
06/30/25 12/31/24
Gross nominal debt (including lease liabilities) 470 508
Cash and cash equivalents (35) (30)
Net nominal debt (non-IFRS) 435 478
IFRS adjustments (7) (10)
Net financial debt (IFRS) 427 468

Free cash flow before interest and taxes rose from €67 million to €112 million as of June 30, 2025. This improvement was due to EBITDA increase (+€42 million) and lower capital expenditures (€6 million).

Restructuring costs amounted to €41 million in the first half of the year, compared with €44 million in the first half of 2024.

Free cash flow after interest, taxes and restructuring charges amounted to €91 million, compared with €22 million in the first half of 2024.

The cash position, including the unutilized credit facility, amounted to €104 million at the end of June 2025.

Nominal net debt as of June 30, 2025, stood at €435 million, compared with €478 million as of December 31, 2024.

Under IFRS, net debt amounted to €427 million as of June 30, 2025, compared to €468 million as of December 31, 2024

Appendices

Breakdown of debt

In millions of euros

Line Characteristics Nominal IFRS amount Nominal
rates
IFRS rate
Barclays Cash: Euribor 3M + 2.50% & PIK 268 264 10.2% 11.7%
Angelo Gordon Cash: Euribor 3M + 4.00% & PIK 139 135 13.2% 18.1%
Wells Fargo WF prime rate + 1.75 margin USD 11 11 8.4% 8.4%
Accrued capitalized
interest
37 37 N/A N/A
Leasing 14 14 15.7% 15.7%
Accrued interest and
other
1 1 N/A N/A
Total debt 470 462 10.4% 12.7%
Cash and cash
equivalents
35 35
Net debt 435 427

Appendix - Reconciliation of Indicators

To support a clearer comparison of operating performance between H1 2025 and H1 2024, Vantiva also presents a set of adjusted indicators, alongside the published results. These indicators exclude the following items, as detailed in the consolidated income statement and financial statements:

  • Net restructuring costs
  • Net asset impairment charges
  • Other income and expenses (other non-recurring items)
In millions of euros H1 25 H1 24 Change1
EBIT from continuing operations (20) (82) 62
Restructuring costs, net 38 63 (25)
Gains (losses) on impairment of non-recurring operating
assets
8 4 5
Other income (expenses) 1 (8) 10
Amortization of intangible assets arising from acquisitions 6 12 (6)
Adjusted EBITA from continuing operations 33 (12) 45
Amortization and depreciation ("D&A") 2 31 34 (3)
Adjusted EBITDA from continuing operations 64 22 42

1 Change at actual exchange rates

2 Excluding amortization of intangible assets resulting from acquisitions and including provisions for risks, litigation and warranties.

Adjusted EBITDA is defined as income from continuing operations before tax and net financial income, excluding other income and expenses, and before depreciation and amortization (including the impact of provisions for risks, warranties and litigation).

Adjusted EBITA refers to income from continuing operations before tax and net financial income, excluding other income and expenses and impairment losses on public-private partnership agreements.

Impact of IFRS 16

H1 2025
(including
IFRS 16)
H1 2025
(excluding
IFRS 16)
Impact of IFRS
16
At current At current At current rates
(in millions of euros) rates rates current
Revenue 861 861 0
EBITDA ADJ 64 59 +5
EBITA 33 32 +1
Operating cash flow 9 5 +4
FCF before financial expenses and
taxes
112 107 +5
FCF after financial expenses and
taxes
91 87 +4

###

B. Risk factors

The risk factors are of the same nature as those set out in Chapter 3.1 of the 2024 Universal Registration Document, which do not show any significant change in the first half of 2025.

C. Transactions between related parties

The transactions between related parties mentioned in Chapters 4 (§4.1.3) and 6 (note 12.2) of the 2024 Universal Registration Document continued during the first 6 months of the current financial year.

III. Vantiva's condensed interim consolidated financial statements on June 30, 2025

2025 HALF YEAR FINANCIAL REPORT

VANTIVA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025

This is a free translation into English of the French "rapport financier semestriel" and is provided solely for the convenience of English-speaking users.

This is the report on the Group for the first half 2025 condensed consolidated accounts which are prepared in compliance with articles L 451-1-2 III of the Code monétaire et financier and 222-4 et suivants of the Règlement Général de l'Autorité des Marchés Financiers.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS 4
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 5
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 6
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL 7
POSITION 7
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 8
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9
1 GENERAL INFORMATION 10
1.1
MAIN EVENTS OF THE PERIOD 10
1.1.1
Sale of the "SCS" business10
1.1.2
International Economic Environment 10
1.2
ACCOUNTING POLICIES APPLIED BY THE GROUP 10
1.2.1
Basis for preparation 10
2 SCOPE OF CONSOLIDATION 13
2.1
SALE OF THE SCS BUSINESS 13
2.2
RESTATEMENT OF COMPARATIVE INFORMATION 14
3 INFORMATION ON OPERATIONS 17
3.1
INFORMATION BY BUSINESS SEGMENTS 17
3.2
DISAGGREGATED REVENUE INFORMATION 20
3.3
INFORMATION BY GEOGRAPHICAL AREA 20
3.4
INFORMATION BY PRODUCT21
3.5
OTHER INCOME & EXPENSES 21
3.6
NET FINANCIAL INCOME (EXPENSE) 21
3.7
INCOME TAX 22
4 GOODWILL, INTANGIBLE & TANGIBLE ASSETS 23
4.1
GOODWILL23
4.2
INTANGIBLE ASSETS 24
4.3
PROPERTY, PLANT & EQUIPMENT 25
4.4
RIGHT-OF-USE ASSETS25
5 EQUITY & EARNINGS PER SHARE 26
5.1
CHANGE IN SHARE CAPITAL26
5.2
EARNINGS (LOSS) PER SHARE 26
6 FINANCIAL ASSETS, FINANCING & DERIVATIVE FINANCIAL INSTRUMENTS 27
6.1
FINANCIAL ASSETS 27
6.2
FINANCIAL LIABILITIES 27
6.3
DERIVATIVE FINANCIAL INSTRUMENTS 30
6.4
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 30
6.5
LIQUIDITY RISK AND MANAGEMENT OF FINANCING AND CAPITAL STRUCTURE 33
7 EMPLOYEE BENEFITS 34
7.1
POST-EMPLOYMENT & LONG-TERM BENEFITS 34
7.2
SHARE-BASED COMPENSATION PLANS 35
8 PROVISIONS & CONTINGENCIES 35
8.1
DETAIL OF PROVISIONS35
8.2
CONTINGENCIES 35
9 SPECIFIC OPERATIONS IMPACTING THE CONSOLIDATED STATEMENT OF CASH-FLOWS 36
9.1
ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES & INVESTMENTS 36
9.1.1
Acquisitions36
9.1.2
Disposals36
9.2
CASH IMPACTS ON FINANCING OPERATIONS 36

10.1 DISCONTINUED OPERATIONS 37
10.1.1 Results of discontinued operations37
10.1.2 Net cash from discontinued operations38
10.2 ASSETS & LIABILITIES HELD FOR SALE 38

INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Sixth months ended June 30,
(in million euros) Note 2025 2024 *
CONTINUING OPERATIONS 861 798
Revenue (3.2)
Cost of sales
Gross margin
(727)
134
(668)
130
Selling and administrative expenses (65) (101)
Research and development expenses (42) (53)
Other operating income - 1
Restructuring costs (38) (63)
Net impairment losses on non-current operating assets (4) (8) (4)
Other income (expense) (3.5) (1) 8
Earnings before Interest & Tax (EBIT) from continuing (20) (82)
operations
Interest income - 2
Interest expense (31) (39)
Other financial expenses (17) (18)
Net financial income (expense) (3.6) (48) (55)
Gain (loss) from associates - (1)
Income tax expense (3.7) (13) (5)
Income (loss) from continuing operations (81) (143)
DISCONTINUED OPERATIONS (11.1) (214) (24)
Income (loss) from discontinued operations
Net income (loss) for the period (295) (167)
Attributable to :
- Equity holders (295) (167)
- Non-controlling interest - -
EARNINGS PER SHARE Sixth months ended June 30,
(in euro, except number of shares) 2025 2024 *
Weighted average number of shares outstanding (basic net of
treasury shares held)
(5.2) 490 293 903 490 150 266
Earnings (losses) per share from continuing operations
- basic (0,17) (0,29)
- diluted (0,17) (0,29)
Earnings (losses) per share from discontinued operations
- basic (0,44) (0,05)
- diluted (0,44) (0,05)
Total earnings (losses) per share
- basic (0,60) (0,34)
- diluted (0,60) (0,34)

* In accordance with IFRS 5, the June 2024 consolidated income statement has been restated, with the SCS activity presented as a discontinued operation (see note 2.2)

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Sixth months ended June 30,
(in million euros) Note 2025 2024
Net gain (loss) for the year (295) (167)
Items that will not be reclassified to profit and loss
Remeasurement of the defined benefit obligations (7.1) 5 16
Tax relating to these items - -
Items that may be reclassified subsequently to profit or loss
Fair value gains / (losses), gross of tax on cash flow hedges:
- reclassification adjustments when the hedged forecast
transactions affect profit or loss
- (10) 2
Currency translation adjustments
- currency translation adjustments of the year (50) 9
- reclassification adjustments on disposal or liquidation of a
foreign operation
(2.1) 201 -
Tax relating to these items 6 (2)
Total other comprehensive income
Total other comprehensive income of the period
152
(143)
26
(141)
Attributable to :
- Equity holders of the parents (143) (141)
- Non-controlling interest - -

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in million euros) Note June 30, 2025 December 31,
2024
ASSETS
Goodwill (4.1) 414 465
Intangible assets (4.2) 140 163
Property, plant and equipment (4.3) 24 33
Right-of-use assets (4.4) 10 19
Other operating non-current assets 10 10
TOTAL OPERATING NON-CURRENT ASSETS 598 690
Non-consolidated investments 7 15
Other financial non-current assets 29 30
TOTAL FINANCIAL NON-CURRENT ASSETS (6.4) 36 45
Deferred tax assets 11 11
TOTAL NON-CURRENT ASSETS 645 746
Inventories 208 182
Trade accounts and notes receivable 224 401
Contract assets 14 15
Other operating current assets 172 151
TOTAL OPERATING CURRENT ASSETS 618 749
Income tax receivable 3 8
Other financial current assets 20 27
Cash and cash equivalents (6.1) 35 30
Assets classified as held for sale 0 160
TOTAL CURRENT ASSETS 676 974
TOTAL ASSETS 1 321 1 720

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in million euros) Note June 30, 2025 December 31,
2024
EQUITY AND LIABILITIES
Common stock (490,293,903 shares at june 30, 2025 with nominal value
of 0.01 euro per share)
(5.1) 5 5
Subordinated Perpetual Notes 500 500
Additional paid-in capital & reserves (986) (692)
Cumulative translation adjustment 100 (51)
Shareholders equity attributable to owners of the parent (381) (238)
TOTAL EQUITY (381) (238)
Retirement benefits obligations (7.1) 144 157
Provisions (8.1) 29 32
Contract liabilities - 1
Other operating non-current liabilities 11 12
TOTAL OPERATING NON-CURRENT LIABILITIES 184 202
Borrowings (6.2) 437 477
Lease liabilities (6.2) 9 11
Deferred tax liabilities 12 13
TOTAL NON-CURRENT LIABILITIES 642 703
Retirement benefits obligations (7.1) 23 30
Provisions (8.1) 74 65
Trade accounts and notes payable 622 610
Accrued employee expenses 39 64
Contract liabilities 16 13
Other operating current liabilities 248 262
TOTAL OPERATING CURRENT LIABILITIES 1 022 1 044
Borrowings (6.2) 11 2
Lease liabilities (6.2) 5 8
Income tax payable 20 16
Other financial current liabilities 2 1
TOTAL CURRENT LIABILITIES 1 060 1 255
TOTAL LIABILITIES 1 702 1 958
TOTAL EQUITY & LIABILITIES 1 321 1 720

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended June 30,
(in million euros) Note 2025 2024 *
Net income (loss) (295) (167)
Income (loss) from discontinued operations (214) (24)
Profit (loss) from continuing operations (81) (143)
Summary adjustments to reconcile profit from continuing activities to cash generated from
continuing operations
Depreciation and amortization 41 56
Net (income) loss of associates (0) 1
Impairment of assets (4.1) 5 4
Net changes in provisions (0) 21
Gain (loss) on asset disposals (4) (24)
Interest (income) and expense (3.4) 30 36
Other items (including tax) 21 9
Changes in working capital and other assets and liabilities 116 124
Cash generated from continuing operations 128 84
Interest paid on lease debt (1) (1)
Interest paid (15) (26)
Interest received 0 1
Income tax paid 2 (12)
Net operating cash generated from continuing operations 114 46
Net operating cash used in discontinued operations (10.1) (18) (62)
NET OPERATING CASH GENERATED FROM CONTINUING OPERATIONS (I) 114 46
Acquisition of subsidiaries, associates and investments, net of cash acquired 1 0
Purchases of property, plant and equipment (PPE) (5) (6)
Proceeds from sale of PPE and intangible assets 1 0
Purchases of intangible assets including capitalization of development costs (24) (28)
Cash collateral and security deposits granted to third parties (14) (19)
Cash collateral and security deposits reimbursed by third parties 39 13
Net investing cash used in continuing operations (2) (40)
Net investing cash used in discontinued operations (10.1) (6) 11
NET INVESTING CASH USED IN CONTINUING OPERATIONS (II) (2) (40)
Proceeds from borrowings (9.2) 0 31
Repayments of lease debt (9.2) (3) (6)
Repayments of borrowings (9.2) (42) (75)
Other (9.2) (18) 1
Net financing cash generated in continuing operations (63) (49)
Net financing cash used in discontinued operations (10.1) (5) (2)
NET FINANCING CASH USED IN CONTINUING OPERATIONS (III) (63) (49)
NET CASH FROM DISCONTINUED OPERATIONS (IV) (10.1) (29) (53)
CASH AND CASH EQUIVALENTS AT THE BEGINING OF THE YEAR 30 133
Net increase (decrease) in cash and cash equivalents (I+II+III+IV) 20 (95)
Exchange gains / (losses) on cash and cash equivalents (15) 1
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 35 39

*In accordance with IFRS 5, the June-2024 cash flow statement has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in million euros) Share Capital Additional
paid-in capital
Perpetual
Notes
Other
reserves
Retained
earnings
Cumulative
translation
Equity
attributable to
equity holders
of the Group
Non
controlling
interest
Total equity
Balance as of January 1, 2024 4 231 500 167 (833) (63) 6 - 6
Net loss for the year (282) (282) - (282)
Other comprehensive income 8 12 20 - 20
Total comprehensive income for the period - - - 8 (282) 12 (262) - (262)
Capital increases 1 15 - 16 - 16
Share-based payment - - - 2 - - 2 - 2
Balance as of December 31, 2024 5 246 500 177 (1 115) (51) (238) - (238)
Net income (loss) for the year (295) (295) (295)
Other comprehensive income 1 151 152 152
Total comprehensive income for the period - - - 1 (295) 151 (143) - (143)
Equity instruments - - - 0 - - 0 - 0
Share-based payment - - - 0 - - 0 - 0
Balance as of June 30, 2025 5 246 500 178 (1 410) 100 (381) - (381)

1 General information

Vantiva est un leader technologique mondial dans la conception, le développement et la fourniture de produits et de solutions innovants qui connectent les consommateurs du monde entier aux contenus et aux services qu'ils aiment, que ce soit à la maison, au travail ou dans d'autres espaces intelligents.

Dans les notes aux états financiers consolidés ci-après, les termes « groupe Vantiva », « le Groupe » et « Vantiva » définissent Vantiva SA et ses filiales consolidées. « Vantiva SA » ou « la Société » définissent la société mère du groupe Vantiva.

1.1 Main events of the period

1.1.1 Sale of the "SCS" business

On March 31, 2025, Vantiva completed the sale of its Logistics Solutions Division (SCS) to a fund managed by the private equity firm Variant Equity.

In the consolidated balance sheet at December 31, 2024, the Logistics Solutions business is classified as a "Assets and Liabilities held for sale". In addition, in the consolidated income statement at June 30, 2024, SCS's contribution to each line is grouped under "Net income from discontinued operations". The same applies to the consolidated cash flow statement. In accordance with IFRS 5, these restatements have been applied to the comparative period presented in order to ensure consistent information.

A detailed presentation of the restatements made to the consolidated financial statements at June 30, 2024 is provided in note 2.

1.1.2 International Economic Environment

The international economic environment during the period was marked by persistent uncertainty, particularly regarding the evolution of global tariffs. In this context, the Group remains vigilant to macroeconomic and geopolitical developments that could impact its international operations.

1.2 Accounting policies applied by the Group

1.2.1 Basis for preparation

The interim condensed consolidated financial statements of the Group for the Half year ended 30 June 2025 were prepared in accordance with IAS 34, "Interim Financial Reporting", a standard issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. Because they are condensed, these financial statements do not include all the information required under the standards issued by the IASB and should be read in conjunction with the full-year financial statements of the Group for the year ended December 31, 2024.

The standards approved by the European Union are available on the following web site: https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-andauditing/company-reporting/financial-reporting\_en#ifrs

Vantiva financial statements are presented in euros and have been rounded to the nearest million. This may in certain circumstances lead to non‑material differences so that the sum of the figures equals the sub‑totals that appear in the tables.

The interim condensed consolidated financial statements and notes were approved by the Board of Directors of Vantiva SA and authorized for issuance on July 30, 2025.

The accounting policies applied by the Group are consistent with those followed in the preparation of the Group's Consolidated Financial Statements for the year ended December 31, 2024. The standards, amendments and interpretations which have been applied January 1,2025 have no impact for the Group (see Note 1.2.1.1).

1.2.1.1 Going Concern

The financial statements have been prepared on a going concern basis in the following context: Since 2024, Vantiva is conducting accelerated changes to its business model, with the acquisition and integration of Home Networks (acquired on January 9, 2024), the divestment of the SCS division (completed on March 31, 2025) and the rationalization of the group's footprint and business processes.

These changes support:

  • The development of a customer centric organization dedicated to the Connected Home market;
  • A visible improvement of the group's breakeven point and
  • An ambition to improve the group's market competitiveness and enhance its cash generation.

Business seasonality, high restructuring costs and a soft demand arising from global economic uncertainties as described in note 1.1.2 nevertheless lead to an increased need of liquidity during specific periods.

The going concern principle for the next 12 months relies on the following assumptions:

  • The achievement of the full year 2025 EBITDA and Free Cash Flow guidance;
  • The continuation of existing favorable commercial conditions and payment terms negotiated by Vantiva with key vendors and customers;
  • The continuation of the \$125 million credit facility obtained from Wells Fargo beyond its current term of June 16, 2026;
  • The continuation of existing factoring lines with a €20 million extension.

In addition, the group must comply with financial commitments related to the Barclays and Angelo Gordon loans maturing in September 2026 and March 2027, which will be, at the company's option, extended for a further period of 12 months in case the group refinancing does not materialize.

These action plans and the reasonableness of these assumptions were reviewed by the Board of Directors on July 30, 2025, which confirmed the full year guidance, and approved the budget (with unchanged assumptions regarding US tariffs) and cash flow reforecasts.

1.2.1.2 New standards, amendments, and interpretations

Main standards, amendments, and interpretations effective and applied as of January 1st, 2025

New standards and
interpretation
Main provisions
Amendment to IAS 21,
Effect of Changes in
Foreign Exchange
Rates - No
Convertibility
These amendments clarify the definitions of convertibility and non-convertibility, as well as
how an entity determines the spot exchange rate in the absence of convertibility of a
currency.

No significant impact has been identified as the result of the implementation of the above amendments.

New standards, amendments, and interpretations not effective as of January 1st, 2025

The new standards, amendments, and interpretations that have been issued but are not yet effective as of the date of the Group's financial statements are presented below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

New standards,
amendments, and
interpretations
Effective Date Keys provisions
Classification and
measurement of
financial
instruments
(Amendment to
IFRS 9 / IFRS 7)
January 1,
2026
(not adopted by
the EU)
Clarification of the application of "own use" and
new authorization of hedge accounting in certain cases

This standard has not been applied early; the Group is continuing its analysis, and at this stage, no significant impact is expected.

1.2.1.3 Basis of measurement, estimates & judgments.

The financial information has been prepared using the historical cost convention with some exceptions regarding various assets and liabilities, for which specific provisions recommended by the IFRS have been applied.

  • Non-financial assets are initially recognized at acquisition costs or manufacturing costs including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Group's management. Long term assets are subsequently measured using the cost model, cost less accumulated depreciation and impairment losses.
  • Financial assets & liabilities are initially recognized at fair value or at amortized cost (see note 6.4).

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period of the consolidated financial statements. These assumptions and estimates inherently contain some degree of uncertainty.

Management regularly reviews its valuations and estimates based on its past experience and various other factors considered reasonable and relevant for the determination of the fair estimates of the assets and liabilities' carrying value and the revenues and expenses.

Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable and relevant. Actual results may differ from these estimates, while different assumptions or conditions may yield different results.

Vantiva's management believes the following to be the critical accounting policies and related judgments and estimates used in the preparation of its consolidated financial statements:

  • Going concern principle, despite the variability in the timing of sales, in particular with regard to the cash flow forecasts adopted by the board of directors on 30 July 2025 for the next 12 months;
  • Allocation of the result of the disposal on disposal of the Logistics Solutions (SCS) business (see note 2) ;
  • Impairment of goodwill and intangible assets with indefinite useful lives (see notes 4.1);
  • Determination of expected useful lives of tangible and intangible assets (see notes 4.2 & 3.3);
  • Determination of the term of the rents for the estimation of the right of use and of recoverable amounts for individually impaired right-of-use asset (see note 4.4);

  • Presentation in other income (expense) (see note 3.5);
  • Determination of inventories net realizable value;
  • Deferred tax assets recognition (see note 3.7);
  • Assessment of actuarial assumptions used to determine provisions for employee postemployment benefits (see note 7.1);
  • Measurement of provisions and contingencies (see note 8.2);
  • Determination of royalties payables.

1.2.1.4 Foreign exchange translation rates

The main exchange rates used for translation (one unit of euro converted to each foreign currency) are summarized in the following table:

Closing rate Average rate
June 30th
2025
December
31st 2024
June 30th
2024
June 30th
2025
December
31st 2024
June 30th
2024
US Dollar (USD) 1,1720 1,0389 1,0705 1,0920 1,0826 1,0828
Australian Dollar (AUD) 1,7948 1,6772 1,6079 1,7275 1,6424 1,6406
Indian Rupee (INR) 100,5605 88,9335 89,2495 93,7165 90,6243 90,1398
Mexican Pesos (MXN) 22,0899 21,5504 19,5654 21,7825 19,9141 18,5590

2 Scope of consolidation

2.1 Sale of the SCS business

On December 19, 2024, Vantiva announced its intention to sell its Logistics Solutions Division (SCS) to a fund managed by private equity firm Variant Equity. The SCS division, which was classified in assets held for sale at December 31, 2024, was sold on March 31, 2025.

The result on disposal, taking into account price adjustments, was recognized in income from discontinued operations or operations held for sale in the amount of (215) million euros.

In accordance with the sale agreement signed with the purchaser, certain rights and obligations remained the responsibility of or for the benefit of the Group after the effective date of sale:

  • A bond issued by the purchaser with a nominal value of USD 8 million maturing in 2028 ;
  • the Group retained certain risks and contingent liabilities identified at the disposal date;
  • other short-term obligations.

These items have been booked in "Other assets and liabilities of the Group discontinued operations" according to their nature. They are subject to separate post-sale follow-up until the associated rights and obligations are extinguished.

In accordance with paragraphs 48 of IAS 21 and B98(c) of IFRS 10, the disposal resulted in the full reclassification to net income for the year of cumulative translation adjustments previously recognized in other comprehensive income. This reclassification was recognized in the income from discontinued operations for an amount of (201) million euros.

Details of the main components of profit on disposal are as follows:

In million euros

Cash Received 1
Seller note 6
Retained Liabilities (4)
Short term commitments 1
Sale price 4
Assets sold 148
Liabilities Sold (129)
Net Assets sold 19
Loss on Disposal before Currency translation reclassification (14)
Currency translation reclassification (201)
Loss on Disposal after Currency translation reclassification (215)

2.2 Restatement of comparative information

As of December 31, 2024, in accordance with IFRS 5 - Non-current assets held for sale and discontinued operations, SCS division is presented in Vantiva's consolidated financial statements as a discontinued operation. For detailed information on the transaction, please refer to note 1.1.

The restatement of the data published for H1 2024 is presented below.

Restatement of the consolidated income statement for the half year ended June 30, 2024

Half-year ended June 30, 2024
(in million euros)
IFRS 5 - SCS division
Published restatement Restated
A B (A+B)
CONTINUING OPERATIONS
Revenue 1 004 (206) 798
Cost of sales (862) 195 (668)
Gross margin 141 (11) 130
Selling and administrative expenses (127) 25 (101)
Research and development expenses (53) 0 (53)
Other operating income 1 0 1
Restructuring costs (69) 6 (63)
Net impairment losses on non-current operating assets (4) (0) (4)
Other income (expense) 12 (4) 8
Earnings before Interest & Tax (EBIT) from continuing operations (98) 16 (82)
Interest income 2 0 2
Interest expense (43) 4 (39)
Other financial expenses (17) (1) (18)
Net financial income (expense) (58) 3 (55)
Gain (loss) from associates (1) (0) (1)
Income tax expense (9) 4 (5)
Income (loss) from continuing operations (166) 23 (143)
DISCONTINUED OPERATIONS
Income (loss) from discontinued operations (1) (23) (24)
Net income (loss) for the period (167) (0) (167)
Attributable to :
- Equity holders (167) - (167)
- Non-controlling interest - (0) (0)

Restatement of the earnings per share for the half year ended June 30,2024

(in euros, except number of shares) Half-year ended June 30, 2024
Published
A
IFRS 5 - SCS division
restatement
B
Restated
(A+B)
Weighted average number of shares outstanding (basic net of treasury shares
held)
490 150 266 - 490 150 266
Earnings (losses) per share from continuing operations
- basic (0,34) 0,05 (0,29)
- diluted (0,34) 0,05 (0,29)
Earnings (losses) per share from discontinued operations
- basic (0,00) (0,05) (0,05)
- diluted (0,00) (0,05) (0,05)
Total earnings (losses) per share
- basic (0,34) (0,00) (0,34)
- diluted (0,34) (0,00) (0,34)

Restatement of the cash flow statement for the half year ended June 30,2024

Year ended June 30, 2024
Published
A
IFRS 5 - SCS division
restatement
B
Restated
(A+B)
(in million euros)
Net income (loss) (167) 0 (167)
Income (loss) from discontinued operations (1) (23) (24)
Profit (loss) from continuing operations (166) 23 (143)
Summary adjustments to reconcile profit from continuing activities to cash generated from
continuing operations
Depreciation and amortization 72 (16) 56
Net (income) loss of associates 1 0 1
Impairment of assets 4 0 4
Net changes in provisions 15 6 21
Gain (loss) on asset disposals (33) 10 (24)
Interest (income) and expense 42 (5) 36
Other items (including tax) 17 (8) 9
Changes in working capital and other assets and liabilities 87 37 124
Cash generated from continuing operations 37 47 84
Interest paid on lease debt (5) 4 (1)
Interest paid (26) 0 (26)
Interest received 1 (0) 1
Income tax paid (15) 3 (12)
Net operating cash generated from continuing operations (8) 54 46
Net operating cash used in discontinued operations (8) (54) (62)
NET OPERATING CASH GENERATED FROM CONTINUING OPERATIONS (I) (8) 54 46
Purchases of property, plant and equipment (PPE) (10) 4 (6)
Proceeds from sale of PPE and intangible assets 12 (12) 0
Purchases of intangible assets including capitalization of development costs (28) (0) (28)
Cash collateral and security deposits granted to third parties (19) 1 (19)
Cash collateral and security deposits reimbursed by third parties 14 (1) 13
Net investing cash used in continuing operations (32) (8) (40)
Net investing cash used in discontinued operations 3 8 11
NET INVESTING CASH USED IN CONTINUING OPERATIONS (II) (32) (8) (40)
Increase of capital (0) 0 (0)
Proceeds from borrowings 31 (0) 31
Repayments of lease debt (8) 2 (6)
Repayments of borrowings (75) 0 (75)
Other 1 - 1
Net financing cash generated in continuing operations (51) 2 (49)
Net financing cash used in discontinued operations (0) (2) (2)
NET FINANCING CASH USED IN CONTINUING OPERATIONS (III) (51)
0
2 (49)
NET CASH FROM DISCONTINUED OPERATIONS (IV) (5) (48) (53)
CASH AND CASH EQUIVALENTS AT THE BEGINING OF THE YEAR 133 0 133
Net increase (decrease) in cash and cash equivalents (I+II+III+IV) (95) 0 (95)
Exchange gains / (losses) on cash and cash equivalents 1 0 1
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 39 0 39

3 Information on operations

3.1 Information by business segments

Vantiva is composed of a unique continuous activity constituting an operating segment presented in accordance with IFRS 8: Connected Home.

The Group's Executive Committee makes its operating decisions and assesses performance based on one operating business. Non-allocated transversal functions formerly included in the "Corporate & Other" segment are now attached to this segment.

At June 30, 2025, in application of IFRS 5 - Non-current assets held for sale and discontinued operations, the Logistics Solutions business (SCS) is no longer presented in the segment information and is considered as a discontinued business. The segment information note and the income statement for the six month period ended June 30, 2024 have been restated for the Logistics Solutions business (SCS) in order to make the information consistent.

Trademarks Licensing operations, Technicolor Creative Studios and Suply Chain Solutions (SCS) are presented in the discontinued operations for the year 2025. These three activities are not included in the information per segment note.

Refer to note 2 for a detailed presentation of the adjustments made to the previously published consolidated financial statements

Connected Home

The Connected Home segment offers a complete portfolio of Broadband and Video Customer Premise Equipment ("CPE") to Pay-TV operators and Network Service Providers ("NSPs"), including broadband modems and gateways, digital set-top boxes, and Internet of Things ("IoT") connected devices. The Connected Home revenues come from the sale of these devices and the associated services. It includes Corporate functions, which comprise the costs of Group management, together with headquarters support functions, such as Human Resources, IT, Finance, Marketing and Communication, Corporate Legal Operations and Real Estate Management, and all other costs not directly affecting the Group's operating segment.

Connected Home TOTAL Vantiva
(in million euros) Half-year ended June 30, 2025
Statement of operations
Revenue 861 861
Earnings before Interest & Tax (EBIT) from continuing
operations
Of which:
(20) (20)
Amortization of purchase accounting items (6) (6)
Net impairment losses on non-current operating assets (8) (8)
Restructuring costs (38) (38)
Other income (expenses) (1) (1)
Adjusted EBITA
Of which:
33 33
Depreciation & amortization (excl PPA items) (32) (32)
Other non-cash items 1 1
Adjusted EBITDA 64 64
Statements of financial position
Segment assets 1 203 1 203
Unallocated assets 1 412
Total consolidated assets 2 615
Segment liabilities 1 188 1 188
Unallocated liabilities 1 284
Total consolidated liabilities excluding shareholders'
equity
2 472
Other information
Net capital expenditures (28) (28)
Capital employed excluding goodwill (134) (134)

Connected Home TOTAL Vantiva
(in million euros) Half-year ended June 30, 2024 *
Statement of operations
Revenue 798 798
Earnings before Interest & Tax (EBIT) from continuing
operations
Of which:
(82) (82)
Amortization of purchase accounting items (12) (12)
Net impairment losses on non-current operating assets (4) (4)
Restructuring costs (63) (63)
Other income (expenses) 8 8
Adjusted EBITA
Of which:
(12) (12)
Depreciation & amortization (excl PPA items) (35) (35)
Other non-cash items (1) 2 2
Adjusted EBITDA 22 22
Statements of financial position
Segment assets 1 447 1 447
Unallocated assets 139
Total consolidated assets 1 586
Segment liabilities 1 309 1 309
Unallocated liabilities 535
Total consolidated liabilities excluding shareholders'
equity
1 844
Other information
Net capital expenditures (34) (34)
Capital employed excluding goodwill 19 19

(1) Mainly variation of provisions for risks, litigations and warranties

*In accordance with IFRS 5, June-2024 information by business segment has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

The following comments apply to the two tables above:

  • 1 The caption "Adjusted EBITDA" corresponds to the profit (loss) from continuing operations before tax and net financial income (expense), inventory step-up, net of other income (expense), depreciation and amortization (including the impact of provision for risks, litigation and warranties);
  • 2 The caption "Adjusted EBITA" corresponds to the profit (loss) from continuing operations before tax and net financial income (expense), excluding in particular other income, expenses and impairment of PPA;

  • 3 The captions "Total segment assets" and "Total segment liabilities" include all operating assets and liabilities used by a segment;
  • 4 The caption "Unallocated assets" includes mainly financial assets, current accounts with related parties, deferred and income tax assets, cash and cash equivalents and assets classified as held for sale;
  • 5 The caption "Unallocated liabilities" includes mainly the financial debt, deferred and income tax liabilities and liabilities classified as held for sale;
  • 6 The caption "Net capital expenditures" includes cash used related to tangible and intangible capital expenditures, net of cash received for tangible and intangible asset disposals;
  • 7 The caption "Capital employed" is defined as being the aggregate of both net tangible and intangible assets (excluding goodwill), operating working capital and other current assets and liabilities (except for provisions including those related to employee benefits, income tax, payables on acquisition of companies and payables to suppliers of PPE and intangible assets).

3.2 Disaggregated revenue information

In respect of IFRS15 Revenue from contracts with customers, continuing revenue per method of recognition, contract assets and liabilities are disaggregated in the following way:

(€ in million) June 30, 2025 Connected
Home
June 30, 2024 *
Revenue recognized at delivery of goods or services 861 861 798
Revenue of continuing operations 861 861 798

*In accordance with IFRS 5, the June-2024 disaggregated revenue information has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

3.3 Information by geographical area

(in million euros) France U.K. Rest of
Europe
U.S. Rest of
Americas
Asia-Pacific South
Africa
TOTAL
Revenue
2025 133 115 0 466 83 56 8 861
2024 * 120 99 0 379 133 54 13 798

*In accordance with IFRS 5, the June-2024 information by geographical area has been restated has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

Revenue is presented based on the geographical location of the entity issuing the invoice.

3.4 Information by product

Connected Home Total
(in million euros) Broadband Video Diversification
Revenue
2025 597 209 56 861
2024 * 466 262 70 798

*In accordance with IFRS 5, the June-2024 information by product has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

3.5 Other income & expenses

(in million euros) Sixth months ended June 30,
2025 2024 *
Net capital gains 1 (0)
Badwill - 24
Litigations and other (2) (16)
Other income (expense) (1) 8

*In accordance with IFRS 5, June-2024 Other income (expense) has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

As of June 30, 2025, other income and expenses mainly include the effects of the early termination of real estate lease contracts as well as costs incurred in connection with the disposal of the SCS business.

As of June 30, 2024, other income and expenses include a preliminary badwill gain of 24 million euros and non-recurring integration costs of (14) million euros related to the acquisition and integration of Home Networks.

3.6 Net financial income (expense)

Sixth months ended June 30,
(in million euros) 2025 2024 *
Interest income 0 1
Interest expense (31) (39)
Net interest expense (31) (37)
Net interest expense on defined benefit liability (3) (3)
Foreign exchange gain / (loss) (5) 0
Other (9) (15)
Other financial income (expense) (17) (18)
Net financial income (expense) (48) (55)

* In accordance with IFRS 5, June-2024 Net financial income (expense) has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

In the first half of 2025, the financial results improved by 7 million euros compared to the same period in 2024, primarily due to:

  • Net interest expenses for (31) million euros, mainly attributable to the cost of 2022 long-term debt refinancing;
  • Financial expenses related to pension plans for (3) million euros;
  • Foreign exchange loss resulting from currency fluctuations for (5) million euros;
  • Other financial expenses totaling (9) million euros, primarily driven the fair value adjustment of nonconsolidated investments for (5) million euros and charges related to factoring, bank fees, and professional services amounted to (4) million euros.

3.7 Income Tax

At June 30, 2025, the tax charge (current and deferred) is calculated for the interim consolidated financial statements by applying the estimated average annual tax rate for the current fiscal year for each entity or tax group to the accounting income for the period.

The income tax charge for the six months ended June 30, 2025 is summarized below:

Sixth months ended June 30,
(€ in million) 2025 2024 *
France (4) (0)
Foreign (10) (5)
Total Income Tax (13) (5)

* In accordance with IFRS 5, June-2024 Net financial income (expense) has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

Income tax expense at June 30, 2025 totaled 13 million euros, mainly due to various adjustments relating to prior years and to current taxes booked in France, Brazil, Australia and India.

Pillar 2 - International tax reform

The OECD's international tax reform, known as "Pillar 2", which aims in particular to establish a minimum tax rate of 15%, came into force in France on January 1, 2024. Given the current state of regulations in the countries in which the Group operates, no significant financial consequences have been identified based on the results and information obtained for the first half of 2025.

4 Goodwill, intangible & tangible assets

4.1 Goodwill

The following table provides the allocation of goodwill to each Cash-Generating Unit (CGU) based on the organization effective as of December 31, 2024 and June 30, 2025.

(in million euros) Connected Home SCS Total
At January 1, 2024, net 442 26 468
Exchange difference 23 - 23
Impairment loss - (26) (26)
At December 31, 2024, net 465 - 465
Exchange difference (51) - (51)
Impairment loss - - -
At June 30, 2025, net 414 - 414

The €51 million decrease in goodwill in 2025 compared to December 31, 2024, is entirely explained by a negative foreign exchange impact on the Connected Home CGU.

As a reminder, an impairment loss of 26 million euros was recognized in 2024 on the cash-generating unit SCS. In accordance with IFRS 5, the recoverable amount estimated based on the sale price to Variant Equity was lower than the carrying amount as of December 31, 2024, resulting in the full writedown of the associated goodwill.

4.2 Intangible assets

(in million euros) Customer
Relationships
Patents & Other
intangibles
Total Intangible
Assets
At January 1, 2024, net 7 126 133
Cost 140 723 863
Accumulated depreciation (133) (598) (731)
Exchange differences 1 8 9
Additions of continuing activities - 62 62
Acquisitions of businesses (1) 16 18 34
Depreciation charge (7) (53) (59)
Impairment loss (3) (12) (15)
At December 31, 2024, net 14 149 163
Cost 18 543 561
Accumulated depreciation (5) (394) (398)
Exchange differences (2) (16) (18)
Additions of continuing activities - 24 24
Disposal - (1) (1)
Depreciation charge (1) (24) (25)
Impairment loss - (4) (4)
Scope change - 1 1
At June 30, 2025, net 11 129 140
Cost 16 507 523
Accumulated depreciation (5) (378) (383)

(1) Related to Home Networks business acquisition

4.3 Property, plant & equipment

(in million euros) Land Buildings Machinery &
Equipment
Other Tangible
Assets
TOTAL
At January 1, 2024, net 3 10 42 35 90
Cost 3 54 711 125 894
Accumulated depreciation - (45) (669) (90) (803)
Exchange differences - (0) 1 1 2
Additions from continuing operations - - 1 19 20
Transfer in assets held for sale (2) (2) 0 (0) (10) (12)
Acquisitions of businesses (3) - - 7 3 10
Disposals (1) (7) - - (8)
Depreciation charge - - (22) (7) (29)
Impairment loss - (2) (25) (13) (40)
Other (1) - - 14 (14) (0)
At December 31, 2024, net - 0 19 14 33
Cost - 2 90 38 130
Accumulated depreciation - (2) (71) (24) (98)
Exchange differences - 0 (2) (1) (3)
Additions from continuing operations - 0 1 5 6
Disposals - 0 (0) (0) (0)
Depreciation charge - (0) (7) (2) (9)
Impairment loss - 0 (1) (0) (1)
Other (1) - 0 5 (7) (2)
At June 30, 2025, net 0 0 15 9 24
Cost - 2 112 36 150
Accumulated depreciation - (2) (97) (27) (126)

(1) Mainly related to transfers from asset in progress to Machinery & Equipment

(2) Related to transfer of tangible fixed assets from SCS to assets held for sale.

(3) Related to Home Networks business acquisition.

4.4 Right-of-use assets

(in million euros) Real Estate Others Total Right-of
use assets
At January 1, 2024, net 45 6 51
New contracts of continuing activity 6 - 6
Change in contract (2) (16) 2 (14)
Acquisitions of businesses (3) 7 - 7
Depreciation charge (21) (4) (24)
Impairment loss (8) (1) (10)
Other 1 - 1
At December 31, 2024, net 15 4 19
New contracts of continuing activity (1) 1 - 1
Change in contract (2) - (2) (2)
Depreciation charge (2) (1) (3)
Impairment loss (4) (4) - (4)
Other (1) - (1)
At June 30, 2025, net 9 1 10

(1) Related to the renewal of the lease in Belgium.

(2) Remeasurement of right-of-use assets due to changes in contractual terms.

(3) New Home Networks contracts.

(4) Impairment of the right-of-use assets related to unoccupied lease spaces in Shenzhen, Rennes, Paris, and Seoul.

5 Equity & Earnings per share

5.1 Change in share capital

(in euros, except number of shares in units) Number of
shares
Par value Share capital
in Euros
Share Capital as of December 31, 2024 490 293 903 0,01 4 902 939
Share Capital as of June 30, 2025 490 293 903 0,01 4 902 939

No changes in share capital were observed in the first half of 2025.

5.2 Earnings (Loss) per share

Diluted earnings (loss) per share:

Sixth months ended June 30,
2025 2024
(295) (167)
- -
214 24
(81) (143)
490 294 490 150
- -
490 150
490 294

In accordance with IAS 33, the assessment of potential dilution was performed based on the result from continuing operations.

6 Financial assets, financing & derivative financial instruments

6.1 Financial assets

Cash and cash equivalents

(in million euros) June-25 Dec-24
Cash(1) 34 25
Cash equivalents(2) 1 5
Cash and cash equivalents 35 30

(1) Cash corresponds to cash in bank accounts as well as demand deposits.

(2) Cash equivalents correspond to very liquid short-term investments, with an original maturity not exceeding three months, which are easily convertible at any time into a known amount of cash and for which the risk on the principal amount is negligible

Cash equivalents

Cash equivalents amount to 1 million euros and relate to remunerated deposits.

In December 31, 2024, Cash equivalents were invested in money-market funds.

6.2 Financial liabilities

Borrowings

6.2.1.1 Main features of the Group's borrowings

Details of the Group's debt with and without operating leases as of June 30, 2025, are given in the tables below:

Vantiva June 2025 Net Debt - with Operating Leases
(in million euros)
Borrower Line Characteristics Currency Nominal IFRS Amts Nominal Rate IFRS Rate Maturity
Vantiva Barclays 1L Cash: E + 2.5% Margin & PIK (1) EUR 268 264 10,2% 11,7% Sep-26
Vantiva AG 2L Cash: E + 4.00% & PIK (2) EUR 139 135 13,2% 18,1% Mar-27
Vantiva USA Shared Services, Inc. WF WF Prime Rate + 2 % Margin (3) USD 11 11 8,4% 8,4% Sep-26
Several Affiliates Operating Leases Various 14 14 15,7% 15,7%
Vantiva Accrued Interest Debt EUR 1 1 N/A N/A
Vantiva Accrued PIK EUR 37 37 N/A N/A
Total Debt 470 462 10,4% 12,7%
Cash & Cash Equivalents 35 35
Net Debt 435 427

Vantiva June 2025 Net Debt - with Operating Leases

(1) Cash Interest = Euribor + margin 2.5% and PIK interests: 3.0% for the first year, increasing to 4.0% 12 months after closing, then 5.5% 24 months after closing, then + 0.5% every 12 months thereafter.

(2) Cash Interest: EURIBOR + 4.0% then 6.0% after year 2 // PIK interests: 5.0% for the first year, increasing to 5.5% after 12 months, then 6.0%.

(3) The Wells Fargo ABL facility is expiring at the soonest of Sept 2026 or 91 days prior to the maturity of any borrowing of the Vantiva group greater than € 50 million, which currently leads to June 2026.

Vantiva June 2025 Net Debt - without Operating Leases

Vantiva June 2025 Net Debt - without Operating Leases
(in million euros)
Borrower Line Characteristics Currency Nominal IFRS Amts Nominal Rate IFRS Rate Maturity
Vantiva Barclays 1L Cash: E + 2.5% Margin & PIK (1) EUR 268 264 10,2% 11,7% Sep-26
Vantiva AG 2L Cash: E + 4.00% & PIK (2) EUR 139 135 13,2% 18,1% Mar-27
Vantiva USA Shared Services, Inc. WF WF Prime Rate + 2 % Margin (3) USD 11 11 8,4% 8,4% Sep-26
Vantiva Accrued Interest Debt EUR 1 1 N/A N/A
Vantiva Accrued PIK EUR 37 37 N/A N/A
Total Debt 456 448 10,2% 12,6%
Cash & Cash Equivalents 35 35
Net Debt 421 413

(1) Cash Interest = Euribor + margin 2.5% and PIK interests: 3.0% for the first year, increasing to 4.0% 12 months after closing, then 5.5% 24 months after closing, then + 0.5% every 12 months thereafter.

  • (2) Cash Interest: EURIBOR + 4.0% then 6.0% after year 2 // PIK interests: 5.0% for the first year, increasing to 5.5% after 12 months, then 6.0%.
  • (3) The Wells Fargo ABL facility is expiring at the soonest of Sept 2026 or 91 days prior to the maturity of any borrowing of the Vantiva group greater than € 50 million, which currently leads to June 2026.

Pledges over other credit lines

WF ABL Facility benefits mainly from a first priority on US assets and First Lien and Second Lien and short-term loan secured by Connected Home assets (excluding US).

Mandatory and voluntary prepayments

In case of default or change of control of Vantiva, creditors will have the ability to immediately demand payment of all or a portion of the outstanding amounts.

100% of the net proceeds from non-ordinary disposal needs to be used to repay the debt, subject to reinvestment right, in the case of casualty events and the ability to retain up to 10 million euros of the cash proceeds.

The credit agreement defines an excess Cash Flow, as a cash-flow generation that exceeds the needs of business operations.

Any Excess Cash Flow would trigger a mandatory partial repayment commencing for the fiscal year ending December 31, 2023 as per the test below:

  • For 50% if Total Net Leverage Ratio > 2.20x
  • For 25% if Total Net Leverage Ratio ≤ 2.20 and > 1.70x
  • And 0% if Total Net Leverage Ratio < 1.70x

No excess cash flow occurred in December 2024 and the next test will take place in December 2025.

The events of defaults in the Debt Instruments include among other things and are subject to certain exceptions, thresholds and grace periods:

  • Failure by borrowers to make required payments when due under the Debt Instruments or of any other financial indebtedness or to comply with material obligations related to the Debt Instruments;
  • A cross default under which there is a default if any member of the Group defaults under any indebtedness involving an aggregate amount of more than 25 million U.S. dollars.

Financial Covenants

The documentation for the 1st lien, 2nd lien, short term loan and Wells Fargo contains a leverage covenant, tested on June 30 and December 31 starting in June 2023 and requiring the ratio of total net debt to EBITDA (computed over 12 months) to be less than or equal to the levels given below :

June 30, 2024 5.00 to 1.00
December 31, 2024 and thereafter 5.10 to 1.00

The breach of this financial covenant is an event of default upon the occurrence of which the lenders can instruct the debt's agent to declare it immediately due and payable.

The net debt as defined for the covenant is equal to the nominal value of the Group's debt (excluding operating leases under IFRS16) minus (i) cash and (ii) cash collaterals that guarantee debt.

The EBITDA as defined for the covenant is equal to the Group adjusted EBITDA minus all IFRS 16 expenses. As required by the debt documentation, this adjusted EBITDA over 12 months includes also the second half year of Home Networks as acquired by Vantiva.

The calculated leverage ratios are shown below:

Date Covenant Target Actual
December 31, 2024 5,10 4,71
June 30, 2025 5,10 2,85

Affirmative Covenants

The Debt Instruments (WF, 1L, 2L, Short Term Loan) contain various standard and customary affirmative covenants and in addition contain requirements to the Group to provide:

  • Semestrial financials: unaudited balance sheet, income statement, and cashflow statement (without notes);
  • Annual financials: audited balance sheet, income statement, and cashflow statement;
  • Annual Budget including Revenues, EBITDA, cash-flows and indebtedness ratio.

Negative Covenants

The Debt Instruments contain various standard and customary negative covenants as well as other specific covenants which restrict the Group's ability to undertake certain actions.

These include restrictions on:

  • Indebtedness: Generally new indebtedness is not permitted with various exceptions and baskets notably for capital leases and unsecured debt.
  • Liens: New liens are generally not allowed except for some carve-outs and a general lien basket
  • Disposals: Subject to certain carve-outs and baskets, the Group is limited in its ability to make disposals.
  • Acquisitions: Except for a lifetime basket amount the Group cannot make acquisitions.
  • Distributions: The Group is limited in its ability to make external distributions, in particular to shareholders.

By June 30, 2025 Vantiva fully respects all applicable covenants and no case of default occurred between this date and the approval of the financial statements.

6.3 Derivative financial instruments

As at June 30, 2025 and December 31, 2024, the fair value of the Group's financial derivatives was as follows:

(in million euros) June 30th 2025 December 31st 2024
Assets Liabilities Assets Liabilities
Foreign currency hedges 0 2 4 0
interest rate hedges 0 0 0 0
Total 0 2 4 0

Foreign currency hedge characteristics

The foreign currency hedges outstanding as at June 30, 2025 are shown in the table below:

(in million euros) Currencies Notional(1) Maturity Fair value (4)
Forward purchases/sales and currency swaps EUR/USD (61) 2025
Forward purchases/sales and currency swaps GBP/USD (111) 2025 -1
Forward purchases/sales and currency swaps USD/AUD 2 2025 0
Forward purchases/sales and currency swaps USD/CAD 31 2025 0
Forward purchases/sales and currency swaps USD/JPY 26 2025 0
Forward purchases/sales and currency swaps USD/MXN (7) 2025 0
Forward purchases/sales and currency swaps USD/PLN 1 2025 0
Forward purchases/sales and currency swaps AED/USD 4 2025 0
Forward purchases/sales and currency swaps Other pairs (1) 2025 0
Fairvalue -2

(1) Net forward purchases/sales, in millions of the first currency of the pair

(2) Market value in millions of euros at June 30, 2025

Interest rate hedges

The Group has no interest rate hedging instruments outstanding as at June 30, 2025 .

Instruments not documented as hedges

As at June 30, 2025 Group does not have any outstanding derivative instruments that are not documented as hedges

6.4 Fair value of financial assets and liabilities

In accordance with IFRS 13 – Fair Value measurement, 3 levels of fair value measurement have been identified for financial assets & liabilities:

  • Level 1: quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • Level 2: internal models with observable parameters including the use of recent arm's length transactions (when available), reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models, making maximum use of market inputs and relying as little as possible on entity-specific inputs;
  • Level 3: internal models with non-observable parameters.

The table below shows the breakdown of the financial assets and liabilities by accounting category:

Measurement by accounting categories as of June 30, 2025
(in million euros) June 30,
2025
Amortized
costs
Fair value through
profit & loss
Fair value
through equity
Derivative
Instruments
(see note 8.5)
Fair Value
measurement
Non-consolidated Investments 7 - 7 - - Level 1/Level 3
Cash collateral & security deposits 22 3 19 - - Level 1/Level 2
Loans & others 6 6 - - - Level 2
Other non-current financial assets 29
Total non-current financial assets 36
Cash collateral and security deposits 20 1 19 - - Level 1
Derivative financial instruments 0 - - - 0 Level 2
Other financial current assets 20
Cash 35 - 35 - - Level 1
Cash equivalents 1 - 1 - - Level 1
Cash and cash equivalents 35
Total current financial assets 55
Non current borrowings (1)
Borrowings
(437)
(437)
(437) - - - Level 2
Lease liabilities (9) (9) - - - Level 2
Total non-current financial liabilities (446)
Financial debt (11) (11) - - - Level 2
Lease liabilities (5) (5) - - - Level 2
Derivative financial instruments (2) - - - (2) Level 2
Other current financial liabilities (2) - - - (2) Level 2
Total current financial liabilities (18)
TOTAL FINANCIAL LIABILITIES (464)

(1) Following the disposal of the SCS division, the bond issued by the purchaser with a nominal value of 8 million dollars was discounted and valued at 6 million euros as of June 30, 2025.

(2) Borrowings are recognized at amortized costs (at cost, net of amortization). The total financial liabilities represent 464 million euros as of June 30, 2025 (500 million euros as of December 31, 2024).

Measurement by accounting categories as of December 31, 2024
(in million euros) December
31, 2024
Amortized
costs
Fair value
through profit &
loss
Fair value
through equity
Derivative
Instruments
(see note 8.5)
Fair Value
measurement
Non-consolidated Investments 15 - 15 - - Level 1/Level 3
Cash collateral & security deposits 26 4 23 - - Level 1/Level 2
Loans & others 4 4 - - - Level 2
Other non-current financial assets 30
Total non-current financial assets 45
Cash collateral and security deposits 23 0 23 - - Level 1
Derivative financial instruments 4 - - - 4 Level 2
Other financial current assets 27
Cash 25 - 25 - - Level 1
Cash equivalents 5 - 5 - - Level 1
Cash and cash equivalents 30
Total current financial assets 58
Non current borrowings (1)
Borrowings
(477)
(477)
(477) - - - Level 2
Lease liabilities (11) (11) - - - Level 2
Total non-current financial liabilities (489)
Financial debt
Lease liabilities
Other current financial liabilities
(2)
(8)
(1)
(2)
(8)
-
-
-
-
-
-
-
-
-
(1)
Level 2
Level 2
Level 2
Total current financial liabilities (11)
TOTAL FINANCIAL LIABILITIES (500)

(1) Borrowings are carried at amortized cost. Total financial liabilities amounted to 500 million euros as of December 31, 2024, compared with 546 million euros as of December 31,2023.

Some cash collaterals in U.S. entities are classified as current because of their short maturity but are renewed automatically for periods of 12 months.

6.5 Liquidity risk and management of financing and capital structure

Liquidity risk is the risk of not being able to meet upcoming financial obligations. To reduce this risk, the Group pursues policies with the objective of having continued uninterrupted access to financial markets at reasonable conditions.

These policies are developed based on regular reviews and analysis of its capital structure, including the relative proportion of debt and equity in the context of market conditions and the Group's financial objectives and projections.

Among other things, these reviews consider the Group's debt maturity schedule, covenants, forecast cash flows, access to financial markets and projected financing needs.

The tables below show the future contractual cash flow obligations due on the Group's financial liabilities. The interest rate flows due on floating rate instruments are calculated based on the rates in effect at June 30, 2025.

June 30
(in million euros) 2025-H2 2026 2027 2028 2029 2030 After Total
Barclays 1L - - 268 - - - - 268
AG 2L - - 139 - - - - 139
Short Term Loan - - - - - - - -
WF Line - 11 - - - - - 11
Accrued Interests 1 - - - - - - 1
PIK Interests - - 37 - - - - 37
Lease liabilities 2 1 2 3 3 2 1 14
Total debt principal payments 3 12 446 3 3 2 1 470
Ajustement IFRS (7)
DEBT IN IFRS 462
(in million euros) 2025-H2 2026 2027 2028 2029 2030 After Total
Cash Interest 1L 2L Short Term Loan 1 - - - - - - 1
PIK Interests 1L & 2L + Exit Fees - - 37 - - - - 37
Lease liabilities - interest 1 2 1 1 1 1 1 7
Total Interest payments 2 2 38 1 1 1 1 45
Minus PIK and accrued interests included on debt table (38)
TOTAL INTEREST PAYMENTS 7

The contractual cash flow obligations of the Group due to its current debt are considered to be equal to the amounts shown in the consolidated statement of financial position.

Credit Lines

(in million euros) June 2025 Dec 2024
Committed lines expiring in more than one year* 107 120

*Undrawn confirmed line remains the same amount at \$125m but at different exchanges rates

The Group's committed credit lines consist of a receivable-backed committed credit facility in an amount of 125 million U.S. dollar, equivalent to 107 million euros at June 30, 2025 exchange rate, (the "WF Line"). The availability of this credit line varies depending on the amount of trade receivables and inventories. As at 30 June 2025, 80 million euros worth of financing was available, and 11 million euros drawn.

Factoring

By June 30, 2025 the group had 57 million euros of outstanding factoring amounts which were divided in 36 million euros of clients reverse factoring programs and 21 million euros of non-recourse factoring. As of that date it had an available drawdown capacity of 9 million euros.

For the non-recourse factoring program, the Group counts with 2 counterparties, Wells Fargo in the USA and Eurofactor in France. The Group has concluded that under these contracts, the receivables should be derecognized. In particular, the amounts received are definitive and cannot be changed based on future performance. The group only retains a dilution risk, that has been historically very low.

In France, transferred receivables are covered by an insurance program, with benefits transferred to the financial institution.

7 Employee benefits

7.1 Post-employment & long-term benefits

(in million euros) Pension plan benefits Medical post-retirement
benefits
Total
2025 2024 2025 2024 2025 2024
At January 1 185 213 2 2 187 215
Net periodic pension cost 5 4 - 0 5 4
Benefits paid and contributions (14) (13) - 0 (14) (13)
Actuarial (gains) losses recognized in OCI (5) (16) - 0 (5) (16)
Currency translation adjustments and other (4) 2 (1) 0 (5) 2
At June 30th 166 190 1 2 167 192
Of which current 23 30 0 0 23 30
Of which non-current 143 160 1 2 144 162

As of June 30, 2025, the present value of the obligation amounted to 305 million euros, and the fair value of plan assets amounted to 138 million euros.

The Group reassessed its actuarial assumptions on June 30, 2025. Actuarial gains mainly reflect variance of plan of assets and actuarial rates. The discount rates used in our reassessment are the following:

  • Germany: 3.70 % vs. 3,35% at 2024 closing;
  • UK: 5.60% vs 5.55% at 2024 closing;
  • USA: 5.10% vs 5.21% at 2024 closing.

7.2 Share-based compensation plans

The number of options and free shares outstanding and their weighted average exercise price changed as follows at June 30, 2025 and December 31, 2024:

Number of
options and
free shares
Weighted Average
Exercise Price /
Share value (in €)
Outstanding as of December 31, 2023 22 628 243 0,23
(ranging from 0 to 0,23)
Of which exercisable - 0,00
Forfeited & other* (10 103 194) 0,22
Outstanding as of December 31, 2024 12 525 049 0,24
(ranging from 0,22 to 0,27)
Of which exercisable - 0,00
Forfeited & other* (611 111) 0,22
0,24
Outstanding as of June 30, 2025 11 913 938 (ranging from 0,22 to 0,27)
Of which exercisable - 0,00

(*) linked to the 2022 and 2023 Long-Term Incentive Plans (LTIP)

8 Provisions & contingencies

8.1 Detail of provisions

Provisions Provisions for risks &
litigations related to
Provisions for restructuring
related to
(in million euros) for warranty continuing
operations
discontinued
operations
continuing
operations
discontinued
operations
Total
At December 31, 2024 19 37 14 27 - 97
Current period additional provision 6 1 4 45 0 56
Release (3) (0) (0) (7) (0) (10)
Usage during the period (5) (1) (1) (26) (0) (33)
Other movements and currency translation adjustments (3) (5) (0) 1 0 (7)
At June 30, 2025 14 32 17 40 0 103
Of which current 14 16 4 40 0 74
Of which non-current - 16 13 - - 29

The provisions for restructuring are mainly composed of termination costs related to continuing operations (for both employees and facilities).

The provision reversals relate to plans for which no further residual costs are expected.

8.2 Contingencies

In the ordinary course of the business, the Group is involved in various legal proceedings and is subject to tax, customs and administrative regulation. The Group's general policy is to accrue a reserve when a risk represents a contingent liability towards a third-party and when a loss is probable, and it can be reasonably estimated.

There have been no significant events in the first half of 2025 concerning the disputes mentioned in note 10.2 of our 2024 annual consolidated financial statements, and no other significant new disputes have arisen since December 31, 2024.

9 Specific operations impacting the consolidated statement of cash-flows

9.1 Acquisitions and disposals of subsidiaries & investments

9.1.1 Acquisitions

For the sixth months ended June 30,2025 there were no acquisitions of businesses or investments

For the sixth months ended June 30,2024, the acquisition of activities and investments, net of cash position of companies acquired was 0 million euros. Home Networks no longer had independent cash flows and was attached to the Connected Home cash-generating unit, the division was operationally integrated from day one, thanks to common management and organization, unification of the supply chain and IT, and other actions to target synergies.

9.1.2 Disposals

For the first six months of 2024, the net cash impact of the disposal of the SCS business amounts to (3,7) million euros.

For the sixth months ended June 30,2024, there is no cash impact related to the disposal of activities or investments.

9.2 Cash impacts on financing operations

The table below summarizes the Group's borrowing changes in the Statement of Balance Sheet position:

Non cash variation
(in million euros) Dec, 31,
2024
Cash impact of
borrowing variation
(1)
Non cash
movements on
lease contracts
IFRS
adjustment
Interest
expenses
Currency
Translation
Adjustments
and Forex
Scope
change
Transfer
Current - Non
current
June, 30,
2025
Non current borrowing 477 - - 2 13 (2) 0 (53) 437
Current borrowing 2 (42) - - (1) (1) 0 53 11
TOTAL BORROWING 479 (42) - 2 12 (3) 0 - 448
Non current lease liabilities 11 (4) (0) - - (2) - 4 9
Current lease liabilities 8 1 (0) - - (0) - (4) 5
TOTAL LEASE LIABILITIES 19 (3) (0) - - (2) - (0) 14

(1) In 2025, an amount of 42 million euros corresponding to the repayment of the credit line.

10 Discontinued operations and held for sale operations

Its contribution to the Group's activity is presented in the income statement under the line « Net result from discontinued or held-for-sale operations», in the balance sheet under the lines « Assets held for sale» and « Liabilities related to assets held for sale», and in the cash flow statement under the lines « Net operating cash flows used by discontinued or held-for-sale operations», « Net investing cash flows used by discontinued or held-for-sale operations», and « Net financing cash flows used by discontinued or held-for-sale operations».

10.1 Discontinued operations

In accordance with IFRS 5, the line income (loss) from discontinued operations presented in Vantiva's consolidated statement of operations and the line net cash used in discontinued activities of the consolidated statement of cash flows includes :

  • The result and cash flows of the Logistics Solution (SCS) activity sold in March 31, 2025;
  • Technicolor Creative Studios' earnings and cash flows relate to remaining subsequent impacts of activities disposed in 2022;
  • Trademark Licensing activity earnings and cash flows relate to remaining subsequent impacts of activities disposed in 2022;
  • Other discontinued activities relate to remaining subsequent impacts of activities disposed or abandoned such as Cathode Tubes activities from 2004 and 2005.

10.1.1 Results of discontinued operations

Sixth months ended June 30,
(in million euros) 2025 SCS Technicolor
Creative
Studios
2024 * SCS Technicolor
Creative
Studios
Other
DISCONTINUED OPERATIONS
Revenues 110 110 - 206 206 (0) 0
Cost of sales (96) (96) - (195) (195) (0) (0)
Gross margin 14 14 - 11 11 (0) (0)
Selling and administrative expenses (13) (10) (3) (25) (25) 1 (1)
Restructuring costs (1) (1) 0 (7) (7) 0 (0)
Net impairment losses on non-current operating assets 0 0 - 0 0 - -
Net gain on Trademark Licensing disposal - - - - - - -
Other income (expenses) (1) (212) (216) 4 5 4 0 1
Earnings before Interest & Tax from discontinued
operations
(212) (213) 1 (16) (16) 1 (1)
Financial net expenses (2) (2) 0 (4) (3) (1) (0)
Income tax (0) (0) - (4) (4) - (0)
Net gain (loss) (214) (215) 1 (24) (23) 0 (1)

* In accordance with IFRS 5, the June 2024 Result of discontinued operations has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

(1) The amount of other expenses related to SCS as of June 30, 2025, totals (216) million euros, mainly corresponding to the gain on disposal of the SCS business segment, including the recycling of cumulative translation adjustments.

10.1.2 Net cash from discontinued operations

Year ended June 30,
(in million euros) 2025 2024 *
TOTAL SCS Technicolor
Creative
Studios
TOTAL SCS Technicolor
Creative
Studios
Other
Profit (loss) from discontinued operations (214) (215) 1 (24) (23) 0 (1)
Summary adjustments to reconcile profit from discontinued activities to cash generated from
discontinued operations
Depreciation and amortization 2 2 - 16 16 - 0
Net change in provisions (3) (2) (1) (9) (6) (2) (1)
(Gain) loss on asset disposals (0) (0) - (10) (10) - -
Interest (income) and expense 2 2 (0) 5 5 (0) 0
Other items (including tax) ** 233 233 (0) 8 8 0 (0)
Changes in working capital and other assets and liabilities (35) (36) 1 (41) (37) (3) (1)
Interest paid on lease debt (2) (2) - (4) (4) - -
Interest paid (2) (2) - (0) (0) - (0)
Interest received 2 2 0 0 0 0 -
Income tax paid (1) (1) - (3) (3) - (0)
NET OPERATING CASH GENERATED FROM DISCONTINUED OPERATIONS (I) (18) (19) 1 (62) (54) (5) (3)
Proceeds from sale of investments, net of cash (4) (4) - - - - -
Purchases of property, plant and equipment (PPE) (2) (2) - (4) (4) - -
Proceeds from sale of PPE and intangible assets 0 0 - 12 12 - -
Cash collateral and security deposits granted to third parties (0) (0) - (1) (1) - 0
Cash collateral and security deposits reimbursed by third parties 0 - - 4 1 - 3
NET INVESTING CASH USED IN DISCONTINUED OPERATIONS (II) (1) (6) (6) - 11 8 - 3
Repayments of lease debt (5) (5) - (2) (2) - -
Repayments of borrowings - - - (0) - - (0)
NET FINANCING CASH USED IN DISCONTINUED OPERATIONS (III) (5) (5) - (2) (2) - (0)
NET CASH FROM DISCONTINUED OPERATIONS (I+II+III) (29) (30) 1 (53) (48) (5) 0

* In accordance with IFRS 5, the June-2024 cash flow statement has been restated, and the SCS activity is presented as a discontinued operation (see note 2.2).

** mainly corresponding to the gain on disposal of the SCS business segment for (216) million euros.

10.2 Assets & liabilities held for sale

On December 19, 2024, Vantiva announced its intention to sell its Logistics Solutions Division (SCS) to a fund managed by the private equity firm Variant Equity. The transaction was finalized on March 31, 2025.

The disposal is consistent with the group's long-term policy to focus its activities on the group's main business. SCS have been classified as a disposal group held for sale and presented separately in the statement of financial position At December 31, 2024.

The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:

(in million euros) June, 30,
2025
December
31, 2024
Operating non-current assets - 18
Financial non-current assets - 3
Non current assets - 9
Operating current assets - 125
Current assets - 5
Assets classified as held for sale - 160
Operating non-current liabilities - 7
Non-current liabilities - 27
Operating current liabilities - 135
Current liabilities - 15
Liabilities classified as held for sale - 184

11 Subsequent events

No subsequent events have been identified.

IV. Statutory auditors' report

6, place de la Pyramide 92908 Paris-La Défense Cedex

45, rue Kleber 92300 Levallois-Perret

VANTIVA

Statutory Auditors' Review Report on the Half-yearly Financial Information

For the period from January 1 to June 30, 2025

VANTIVA Société anonyme au capital de 4.902.939 euros RCS Paris 333 773 174

Statutory Auditors' Review Report on the Half-yearly Financial Information

For the period from January 1 to June 30, 2025

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

________________________________________________________________

To the Shareholder,

In compliance with the assignment entrusted to us by your General Assembly and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of VANTIVA, for the period from January 1 to June 30, 2025;
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Without qualifying our conclusion, we draw your attention to the matter set out in note « 1.2.1.1. Going concern » which details the Management's structuring assumptions of the cash forecast, on the basis of which the financial statements have been prepared following the going concern principle, and approved by the Board of Directors

Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed halfyearly consolidated financial statements.

Paris-La Défense and Levallois-Perret, August 1st 2025

The Statutory Auditors

French original signed by

Deloitte & Associés Forvis Mazars SA

Nadège Pineau Christophe Patouillère

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