BWMX 6-K
Betterware De Mexico, S.A.P.I. De C.V (BWMX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October
Commission File Number:
(Name of Registrant)
Cruce Carretera Gdl-Ameca Huaxtla Km 5
El Arenal, Jalisco, 45350, México
+52 (33) 3836-0500
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 12, 2026, Betterware de México, S.A.P.I. de C.V. (the “Company”) filed a registration statement on Form F-3 (File No. 333-298260) to register for resale 2,241,133 ordinary shares of the Company issued in connection with the Tupperware Acquisition (defined below), which such registration statement was declared effective by the U.S. Securities and Exchange Commission on August 24, 2026 (the “Form F-3”).
This Report on Form 6-K is being furnished by the Company to provide interim unaudited financial results as of and for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1 and incorporated herein by reference. The interim unaudited consolidated financial statements of the Company have been prepared in compliance with IAS 34 “Interim Financial Reporting” which provides for the presentation of selected explanatory notes as required to be included in the Form F-3. These interim unaudited consolidated financial statements do not include all of the notes and disclosures required by International Financial Reporting Standards for annual consolidated financial statements and should therefore be read in conjunction with our annual report on Form 20-F for the year ended December 31, 2025.
This Report on Form 6-K is also being furnished by the Company to provide updated unaudited pro forma condensed combined financial information in connection with the Company’s acquisition of the Tupperware brand’s operating assets in Latin America, located primarily in Mexico and Brazil (the “Tupperware Acquisition”). The unaudited pro forma condensed combined financial information is updated to reflect the period from January 1, 2026 through the closing of the Tupperware Acquisition on June 2, 2026 and is presented for illustrative purposes only and does not purport to represent what the Company’s actual consolidated financial position or results of operations would have been had the transaction occurred on the dates indicated, nor is it necessarily indicative of the Company’s future financial position or results of operations; such information also reflects the application of transaction accounting adjustments that are based upon available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Incorporation by Reference
Exhibit 99.1 and Exhibit 99.2 hereto shall be deemed to be incorporated by reference into the Form F-3 and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BETTERWARE DE MÉXICO, S.A.P.I. DE C.V. | ||
| By: | /s/ Raúl del Villar | |
| Name: | Raúl del Villar | |
| Title: | Chief Financial Officer | |
Date: October 1, 2026
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | BeFra First Half 2026 Financial Statements (IAS 34) | |
| 99.2 | Pro Forma Financial Information (January 1, 2026 – June 2, 2026) | |
| 101.INS | INLINE XBRL Instance Document | |
| 101.SCH | INLINE XBRL Taxonomy Extension Schema | |
| 101.CAL | INLINE XBRL Taxonomy Calculation Linkbase | |
| 101.DEF | INLINE XBRL Definition Linkbase Document | |
| 101.LAB | INLINE XBRL Taxonomy Label Linkbase | |
| 101.PRE | INLINE XBRL Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | ||||||||
| Trade accounts receivable, net (Note 12) | ||||||||
| Accounts receivable from related parties | ||||||||
| Accounts receivable from property sales (Note 10) | ||||||||
| Inventories (Note 10) | ||||||||
| Prepaid expenses (Note 8, 14) | ||||||||
| Income tax recoverable (Note 6) | ||||||||
| Value added tax receivable | ||||||||
| Derivative financial instruments (Note 12) | ||||||||
| Other assets | ||||||||
| Total current assets excluding assets classified as held for sale | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Accounts receivable from property sales (Note 10) | ||||||||
| Property, plant and equipment, net (Note 11) | ||||||||
| Right of use assets, net (Note 8) | ||||||||
| Deferred income tax (Note 6) | ||||||||
| Intangible assets, net (Note 3) | ||||||||
| Goodwill (Note 3) | ||||||||
| Recoverable Taxes | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Short-term debt and borrowings (Note 8) | ||||||||
| Accounts payable to suppliers | ||||||||
| Accrued expenses (Note 13) | ||||||||
| Provisions and others (Note 13) | ||||||||
| Value added tax payable | ||||||||
| Employee profit sharing payable | ||||||||
| Lease liability (Note 8) | ||||||||
| Derivative financial instruments (Note 12) | ||||||||
| Total current liabilities | ||||||||
| Statutory employee benefits | ||||||||
| Deferred income tax (Note 6) | ||||||||
| Lease liability (Note 8) | ||||||||
| Long term debt and borrowings (Note 8) | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Capital stock (Note 9) | ||||||||
| Share premium account (Note 9) | - | - | ||||||
| Retained earnings (Note 9) | ||||||||
| Other comprehensive income (Note 12) | - | - | ||||||
| Equity attributable to owners of the Group | ||||||||
| Non-controlling interest | - | - | ||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | ||||||||
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) | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| Distribution expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Interest expense (Note 8) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Gain (loss) on derivative financial instruments (Note 12) | ( | ) | ( | ) | ||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ||||||||||||
| Financing cost, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense (Note 6) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income including non-controlling interests | ||||||||||||||||
| Attributable to owners of the Company | ||||||||||||||||
| Attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss), net of tax (Note 12) | ||||||||||||||||
| Total comprehensive income | ||||||||||||||||
| Attributable to owners of the Company | ||||||||||||||||
| Attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Basic and diluted earnings per share (MXN) (Note 7) | ||||||||||||||||
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 | - | |||||||||||||||
| Effects of derivative financial instruments (forwards) | ||||||||||||||||
| Items that will not be reclassified to net income: | ||||||||||||||||
| Remeasurement of defined benefit obligations, net of tax | ||||||||||||||||
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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 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares - Tupperware Acquisition (Notes 3, 9) | ||||||||||||||||||||||||||||
| Net income for the period | ||||||||||||||||||||||||||||
| Other comprehensive income (Note 12) | ||||||||||||||||||||||||||||
| Dividends declared / paid (Note 9) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income for the period | ( | ) | ||||||||||||||||||||||||||
| Other comprehensive income (Note 12) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Dividends declared / paid (Note 9) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
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 | ||||||||
| Adjustments for: | ||||||||
| Income tax expense (Note 6) | ||||||||
| Depreciation and amortization of non-current assets | ||||||||
| Interest income recognized in profit or loss | ( | ) | ( | ) | ||||
| Interest expense recognized in profit or loss | ||||||||
| Gain on disposal of equipment | ( | ) | ( | ) | ||||
| Loss in valuation of financial derivative instruments | ||||||||
| Translation currency effect | ( | ) | ||||||
| Movements in working capital, excluding acquisition and other non-cash effects: | ||||||||
| Trade accounts receivable | ( | ) | ||||||
| Trade accounts receivable from related parties | ||||||||
| Inventory, net | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable to suppliers and accrued expenses | ( | ) | ||||||
| Provisions | ||||||||
| Value added tax payable | ( | ) | ( | ) | ||||
| Trade accounts payable to related parties | ( | ) | ( | ) | ||||
| Statutory employee profit sharing | ( | ) | ( | ) | ||||
| Income taxes paid | ( | ) | ( | ) | ||||
| Employee benefits | ||||||||
| Net cash generated by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Payment for acquisition of subsidiaries, net of cash acquired (Note 3) | ( | ) | ||||||
| Payments for property, plant and equipment (Note 11) | ( | ) | ( | ) | ||||
| Proceeds from disposal of property, plant and equipment, net | ||||||||
| Collections of receivables from property sales (Note 10) | ||||||||
| Interest received | ||||||||
| Net cash used in (generated by) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Proceeds from borrowings | ||||||||
| Interest paid | ( | ) | ( | ) | ||||
| Debt issuance costs (Note 8) | ( | ) | ||||||
| Lease payments (Note 8) | ( | ) | ( | ) | ||||
| Dividends paid (Note 9) | ( | ) | ( | ) | ||||
| Net cash generated by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | ||||||||
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
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$
Contractual consideration and amounts provisionally recorded
| Component | Contractual amount | Amount used provisionally (MXN thousands) | ||||||
| Cash consideration | US$ | |||||||
| Share consideration - | US$ | |||||||
| Total consideration before resolution of closing adjustments | US$ | |||||||
The contract cash consideration of US$
The contractual stock component of US$
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 | ||||
| Trade accounts receivable, net | ||||
| Inventories | ||||
| Prepaid expenses | ||||
| Income tax recoverable | ||||
| Other current assets | ||||
| Property, plant and equipment, net | ||||
| Right of use assets, net | ||||
| Deferred income tax | ||||
| Intangible assets, net | ||||
| Other non- current assets | ||||
| Trade and other payables | ( | ) | ||
| Labor obligations | ( | ) | ||
| Statutory employee benefits | ( | ) | ||
| Long term lease liability | ( | ) | ||
| Provisional net assets included in acquisition accounting | ||||
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 | ||||||||
| Profit / (loss) for the period | ||||||||
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 | ||||
| Less: cash and cash equivalents acquired | ( | ) | ||
| Net acquisition cash outflow presented in the statement of cash flows | ||||
The acquisition cash-flow line of MXN
The MXN
MXN
Escrow-related fees of MXN
Acquisition-related costs
The acquisition-related costs currently identified by management total MXN
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 | ||||||||||||||||
| Jafra - revenue | ||||||||||||||||
| Tupperware - revenue | ||||||||||||||||
| Consolidated revenue | ||||||||||||||||
| Betterware - EBITDA | ||||||||||||||||
| Jafra - EBITDA | ||||||||||||||||
| Tupperware - EBITDA | ||||||||||||||||
| Segment EBITDA | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing cost, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ||||||||||||||||
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.
| 3M 2026 | 3M 2025 | 6M 2026 | 6M 2025 | |||||||||||||
| Revenue from Household Products (Betterware): | ||||||||||||||||
| Kitchen and Food Storage | ||||||||||||||||
| Home Solutions | ||||||||||||||||
| Bedroom | ||||||||||||||||
| Laundry and Cleaning | ||||||||||||||||
| Technology and Mobility | ||||||||||||||||
| Bathroom | ||||||||||||||||
| Wellness | ||||||||||||||||
| Other | ||||||||||||||||
| Subtotal | ||||||||||||||||
| Revenue from Beauty and Personal Care Products (Jafra): | ||||||||||||||||
| Fragrances | ||||||||||||||||
| Color | ||||||||||||||||
| Skin Care | ||||||||||||||||
| Toiletries | ||||||||||||||||
| Other | ||||||||||||||||
| Subtotal | ||||||||||||||||
| Revenue from kitchen and home products (Tupperware): | ||||||||||||||||
| Food Containers | ||||||||||||||||
| Hydration | ||||||||||||||||
| Preparation | ||||||||||||||||
| Tableware | ||||||||||||||||
| Baby & Kids | ||||||||||||||||
| Organization | ||||||||||||||||
| Subtotal | ||||||||||||||||
| Total Net Revenue | ||||||||||||||||
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.
10
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 | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Effective tax rate observed for the period | % | % | % | % | ||||||||||||
| Mexican statutory income tax rate | % | % | % | % | ||||||||||||
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.
| Deferred income tax balances | June 30, 2026 | December 31, 2025 | ||||||
| Deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
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
| 2Q26 | 6M 2026 | 2Q25 | 6M 2025 | |||||||||||||
| Net income (in thousands of pesos): | ||||||||||||||||
| Attributable to owners of the Company | ||||||||||||||||
| Shares (in thousands of shares) | ||||||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Basic and diluted earnings per share: | ||||||||||||||||
| Basic earnings per share (MXN) | ||||||||||||||||
| Diluted earnings per share (MXN) | ||||||||||||||||
11
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.
| Shares | ||||
| Shares as of December 31, 2025 | ||||
| (-) Treasury shares (cancelled on March 17) | ||||
| Total shares as of March 17 | ||||
| (+) Issuance of new shares (issued on March 17 and delivered to Tupperware) | ||||
| Shares as of June 2, 2026 | ||||
Note 8 — Borrowings
On April 7, 2026, the Company entered into a MXN
At June 30, 2026, debt and borrowings were MXN
| ● | 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 |
12
As of June 30, 2026, the syndicated credit facility had an outstanding principal balance of MXN
| Contractual maturity | MXN ’000 | |||
| Less than 1 year | ||||
| 1–2 years | ||||
| 2–5 years | ||||
| More than 5 years | ||||
| Total | ||||
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
Dividends declared during the six months ended June 30, 2026 totaled MXN
On July 20, 2026, shareholders approved a dividend of MXN
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
Accounts receivable from property sales decreased from an aggregate current and non-current balance of MXN
13
Note 11 — Property, Plant and Equipment and Capital Commitments
Property, plant and equipment, net, increased from MXN
The production molds are MXN
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
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
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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Exhibit 99.2
BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.
Pro Forma Financial Information
Prepared in Connection with the Maintenance of the Company’s Form F-3
For the Six Months Ended June 30, 2026
On June 2, 2026, Betterware de México, S.A.P.I. de C.V. (“BeFra” or the “Company”) completed its previously announced acquisition (the “Tupperware Acquisition”) of 100% of the equity interests in Dart Mexico, Dart Brazil and CAV Sul (collectively, the “Acquired Entities” or the “Target”), representing Tupperware’s principal operating assets in Latin America, together with a perpetual, royalty-free and exclusive license to use the “Tupperware” brand throughout Latin America.
On August 12, 2026, BeFra filed a registration statement on Form F-3 (the “Form F-3”) that included unaudited pro forma condensed combined financial information for the year ended December 31, 2025 and as of December 31, 2025 (the “FY2025 Pro Forma Information”), giving effect to the Tupperware Acquisition as if it had occurred on January 1, 2025, for statement of operations purposes, and on December 31, 2025, for balance sheet purposes, which Form F-3 was declared effective by the U.S. Securities and Exchange Commission on August 24, 2026. The FY2025 Pro Forma Information is not being amended, restated or superseded by this Exhibit. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 presented in this Exhibit (the “Interim Pro Forma Statement”) is additional information prepared in connection with the Company’s ongoing reporting obligations under the Securities Exchange Act of 1934, as amended.
The Tupperware Acquisition closed during the six-month period ended June 30, 2026. As a result, BeFra’s historical unaudited condensed consolidated financial statements for the six months ended June 30, 2026 already include the results of the Acquired Entities from the acquisition date through June 30, 2026. The Interim Pro Forma Statement therefore presents the Acquired Entities’ pre-acquisition results as a discrete historical stub-period column, rather than presenting a full six-month Target period and separately eliminating the post-acquisition portion. The Interim Pro Forma Statement combines:
| ● | BeFra’s historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2026, which already reflects the Acquired Entities’ results for the post-closing period (see Exhibit 99.1 to the Report on Form 6-K to which this pro forma financial information is furnished as Exhibit 99.2); |
| ● | the Acquired Entities’ historical combined results of operations for the pre-acquisition stub period from January 1, 2026 through May 31, 2026; |
| ● | pro forma transaction accounting adjustments applicable to that pre-acquisition stub period, determined using the same methodology as the corresponding adjustments included in the FY2025 Pro Forma Information; to arrive at |
| ● | Pro Forma Combined results of operations for the six months ended June 30, 2026. |
No pro forma condensed combined balance sheet as of June 30, 2026 is presented, because the Tupperware Acquisition is already reflected in BeFra’s historical unaudited condensed consolidated statement of financial position as of that date.
The Interim Pro Forma Statement is presented for illustrative and informational purposes only. It does not purport to represent what BeFra’s actual combined results of operations would have been had the Tupperware Acquisition occurred on the dates indicated, nor is it necessarily indicative of future results of operations, and it does not reflect any cost savings, operating synergies or revenue enhancements that may be realized, or costs that may be incurred to achieve them.
The Interim Pro Forma Statement should be read together with:
| ● | the FY2025 Pro Forma Information included in the Form F-3; |
| ● | BeFra’s audited consolidated financial statements included in its Annual Report on Form 20-F; |
| ● | BeFra’s unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2026 (see Exhibit 99.1 to the Report on Form 6-K to which this pro forma financial information is furnished as Exhibit 99.2); and |
| ● | the historical financial information of the Acquired Entities
for the pre-acquisition stub period. |
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Acquired Entities’ Pre-Acquisition Historical Financial Information (Unaudited)
For the Period from January 1 through May 31, 2026 (Pre-Acquisition)
The following section presents an indication of the stand-alone financial information of the Acquired Entities for the pre-acquisition period from January 1 through May 31, 2026, for inclusion together with this Exhibit.
Tupperware
Combined Statement of Operations (Unaudited)
For the period from January 1 through May 31,
2026
(In thousands of Mexican pesos)
| Dart Mexico | Dart Brazil | Cav Sul | Eliminations | Combined | ||||||||||||||||
| Net revenue | 1,192,599 | 454,210 | 347,272 | (3,722 | ) | 1,990,359 | ||||||||||||||
| Cost of sales | (464,163 | ) | (306,013 | ) | (177,772 | ) | 4,117 | (943,831 | ) | |||||||||||
| Gross profit | 728,437 | 148,197 | 169,500 | 395 | 1,046,528 | |||||||||||||||
| Administrative expenses | (107,269 | ) | (152,772 | ) | 120,598 | — | (139,443 | ) | ||||||||||||
| Selling expenses | (167,236 | ) | (57,610 | ) | (82,590 | ) | — | (307,436 | ) | |||||||||||
| Distribution expenses | (50,345 | ) | (22,241 | ) | (18,942 | ) | — | (91,528 | ) | |||||||||||
| Total operating expenses | (324,850 | ) | (232,623 | ) | 19,066 | — | (538,407 | ) | ||||||||||||
| Operating income | 403,587 | (84,426 | ) | 188,566 | 395 | 508,121 | ||||||||||||||
| Interest income / expense, net | (5,741 | ) | (304 | ) | 904 | — | (5,140 | ) | ||||||||||||
| Foreign exchange gain (loss), net | (12,010 | ) | 2,981 | (561 | ) | — | (9,590 | ) | ||||||||||||
| Financing cost, net | (17,751 | ) | 2,678 | 343 | — | (14,730 | ) | |||||||||||||
| Income before income taxes | 385,836 | (81,748 | ) | 188,909 | 395 | 493,391 | ||||||||||||||
| Income taxes | (22,620 | ) | (4,161 | ) | (13,385 | ) | — | (40,166 | ) | |||||||||||
| Net income | 363,216 | (85,910 | ) | 175,524 | 395 | 453,225 | ||||||||||||||
Note 1 — Description of the Business
The acquired Mexico operations (the “Tupperware Mexico Business”) were historically conducted through Dart México, the manufacturing entity, and other affiliate companies through which finished products were sold to customers and which provided administrative and sales-personnel services.
The acquired Brazil operations (the “Tupperware Brazil Business”) were historically conducted through two operating entities: Dart Brasil, the manufacturing entity, and Cav Sul, the entity through which finished products were sold to customers.
Note 2 — Basis of Presentation
The accompanying unaudited pre-acquisition historical financial information presents the results of Dart Mexico, Dart Brazil and Cav Sul for the period from January 1, 2026 through May 31, 2026 and has been prepared solely to support the unaudited pro forma condensed combined statement of operations.
The historical information has been derived from the books and records of the Acquired Entities and conformed to IFRS Accounting Standards as issued by the IASB and to BeFra’s accounting policies for purposes of the pro forma presentation. Presentation reclassifications and functional expense alignment are distinguished from recognition or measurement adjustments and from acquisition and financing adjustments, as described in Note 3 below.
The combined historical stub revenue presented above is MXN 1,990,359 thousand. The Company’s July 23, 2026 Form 6-K separately disclosed supplemental, non-IFRS January-through-May revenue of MXN 1,819,298 thousand for the Tupperware business. The MXN 171,061 thousand difference primarily reflects refinements based on more complete financial information subsequently available to the Company.
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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2026
The Tupperware Acquisition closed on June 2, 2026. The unaudited pro forma condensed combined statement of operations combines BeFra’s historical six-month results, the Acquired Entities’ pre-acquisition results and the transaction accounting adjustments described below. For the annual 2025 and interim 2026 pro forma presentation, the acquisition and financing are assumed to have occurred on January 1, 2025, the beginning of the most recently completed fiscal year presented. This differs from the January 1, 2026 assumption used for the IFRS 3 information in Interim q2 -2026 FS, Note 3.
Betterware de México, S.A.P.I. de C.V.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the six months ended June 30, 2026
(In thousands of Mexican pesos, except per-share data)
| BeFra historical | Target historical stub* | Transaction adjustments | Pro forma combined | |||||||||||||
| Revenue | 7,671,054 | 1,990,359 | — | 9,661,413 | ||||||||||||
| Cost of sales | (2,619,520 | ) | (943,831 | ) | (7,820 | ) | (3,571,171 | ) | ||||||||
| Gross profit | 5,051,534 | 1,046,528 | (7,820 | ) | 6,090,242 | |||||||||||
| Administrative expenses | (1,356,765 | ) | (139,443 | ) | (7,495 | ) | (1,503,703 | ) | ||||||||
| Selling expenses | (2,115,090 | ) | (307,436 | ) | — | (2,422,526 | ) | |||||||||
| Distribution expenses | (379,191 | ) | (91,528 | ) | — | (470,719 | ) | |||||||||
| Total operating expenses | (3,851,046 | ) | (538,407 | ) | (7,495 | ) | (4,396,948 | ) | ||||||||
| Operating income | 1,200,488 | 508,121 | (15,315 | ) | 1,693,294 | |||||||||||
| Interest expense | (221,269 | ) | — | (148,712 | ) | (369,981 | ) | |||||||||
| Interest income | 16,148 | (5,140 | ) | — | 11,008 | |||||||||||
| Foreign exchange gain (loss), net | (13,410 | ) | (9,590 | ) | — | (23,000 | ) | |||||||||
| Financing cost, net | (218,531 | ) | (14,730 | ) | (148,712 | ) | (381,973 | ) | ||||||||
| Income before income taxes | 981,957 | 493,391 | (164,027 | ) | 1,311,321 | |||||||||||
| Income taxes | (305,991 | ) | (40,166 | ) | 46,960 | (299,197 | ) | |||||||||
| Net income including non-controlling interests | 675,966 | 453,225 | (117,067 | ) | 1,012,124 | |||||||||||
| Non-controlling interests | (37 | ) | — | — | (37 | ) | ||||||||||
| Net income attributable to owners | 675,929 | 453,225 | (117,067 | ) | 1,012,087 | |||||||||||
| Basic earnings per share (MXN) | 17.98 | — | — | 25.63 | ||||||||||||
| Diluted earnings per share (MXN) | 17.98 | — | — | 25.63 | ||||||||||||
| * | The Target’s historical results included in the unaudited pro forma financial information cover the period from January 1 through May 31, 2026. The acquisition was completed on June 2, 2026. Accordingly, the Target’s results for June 1, 2026 are not included in the unaudited pro forma financial information. The impact of this one-day period was evaluated and determined to be immaterial. |
Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations
Note 1 — Basis of Presentation
The accompanying unaudited pro forma condensed combined statement of operations has been prepared in accordance with Article 11 of Regulation S-X, using the January 1, 2026 assumed transaction date described in the introduction for the annual and interim presentation. It is for illustrative purposes only and is not necessarily indicative of actual or future results. Non-recurring transaction costs and financing effects are applied consistently across periods and are not duplicated merely because annual and interim information is presented.
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Note 2 — Transaction Accounting Adjustments
(a) Production molds - Depreciation. The current adjustment of MXN 7,820 thousand reflects depreciation attributed to the acquired molds for the period not already reflected in BeFra’s historical results. It is based on the provisional acquisition amounts and does not represent depreciation of a completed fair-value step-up. The amount is subject to reconciliation with the cost base, remaining useful life and depreciation included in the historical columns.
(b) Acquisition-related costs - Reflects MXN $7,495 thousand of acquisition-related transaction costs incurred in connection with the Tupperware Acquisition that had not been recognized in the Company’s historical consolidated statement of profit or loss as of June 30, 2026. For purposes of the unaudited pro forma condensed combined statement of operations, these costs have been recognized within administrative expenses, as if the Tupperware Acquisition had occurred on January 1, 2025. These costs are excluded from the consideration transferred in accordance with IFRS 3.
(c) Acquisition financing - Interest expense. Reflects MXN 148,712 thousand of interest expense associated with the syndicated financing obtained to fund the cash portion of the acquisition consideration, including the amortization of debt issuance costs under the effective interest method. The syndicated credit facility has an outstanding principal balance of MXN 3,805.5 million and bears interest at TIIEF plus a contractual margin. For purposes of the pro forma adjustment, the annual TIIEF reference rate used was 6.48% and the applicable contractual margin was 1.25%, resulting in a total annual interest rate of 7.73% .
The adjustment reflects the financing expense that would have been recognized had the acquisition financing been outstanding from the beginning of the pro forma period, together with the applicable amortization of directly attributable debt issuance costs, and is adjusted for financing expense already reflected in the historical financial information to avoid duplication.
Because the interest rate on the syndicated facility is variable, the following table presents the effect of a 0.125% point increase or decrease in the assumed variable interest rate. The sensitivity was calculated by applying the 0.125 percentage point change to the MXN 3,805.5 million principal balance for the five-month pre-acquisition period from January 1 through May 31, 2026, holding the principal balance, modeled period, debt issuance cost amortization and all other assumptions constant.
| Sensitivity to +/-0.125 percentage points | Absolute change | |||
| Pro forma interest expense (MXN thousands) | 1,982 | |||
| Pro forma net income (MXN thousands) | 1,387 | |||
| Pro forma basic and diluted EPS (MXN) | 0.035 | |||
A 0.125 percentage point increase in the assumed variable interest rate would increase pro forma interest expense by approximately MXN 1,982 thousand, decrease pro forma net income by approximately MXN 1,387 thousand, and reduce pro forma basic and diluted earnings per share by approximately MXN 0.035. A 0.125 percentage point decrease in the assumed variable interest rate would have an equal and opposite effect.
(d) Income taxes. The current income-tax benefit is MXN 46,960 thousand, representing approximately 30% of the MXN 156,532 thousand aggregate molds and financing adjustments. The tax treatment of the separate MXN 7,495 thousand transaction-cost adjustment and the applicable jurisdictional and deductibility considerations are assessed separately; the current benefit does not include a tax effect on those costs.
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Note 3 — Pro Forma Earnings per Share
Pro forma basic and diluted earnings per share are calculated using the current pro forma net income attributable to owners of MXN 1,012,087 thousand and 39,485,053 ordinary shares, including the 2,241,133 acquisition shares from the assumed beginning of the period. The resulting EPS is MXN 25.63. Historical EPS is MXN 17.98, using the six-month weighted-average shares described in interim Q2-2026 FS, Note 7. These calculations must be updated if the underlying adjustments change. No dilutive potential ordinary shares have been identified.
Note 4 — Preliminary Acquisition Accounting and Transaction Costs
The acquisition accounting reflected in the unaudited pro forma financial information remains preliminary. The Company is continuing to work with its valuation and tax specialists to finalize the acquisition-date fair values of the identifiable assets acquired and liabilities assumed in the Tupperware Acquisition, including property, plant and equipment, the acquisition-date fair value of the equity consideration and the related deferred tax effects.
Based on the valuation work performed to date, management believes that the final acquisition-date fair value adjustments could differ materially from the preliminary amounts reflected in the unaudited pro forma financial information. However, as of the date of this filing, management does not have sufficient completed valuation information to reasonably estimate the aggregate amount, or a reliable range, of the potential effect of those adjustments.
The final purchase price allocation may result in changes to the amounts assigned to property, plant and equipment, intangible assets, deferred tax assets and liabilities and, consequently, to depreciation and amortization expense, income tax expense, net income and the amount of goodwill or any gain on a bargain purchase ultimately recognized.
Accordingly, the unaudited pro forma financial information should not be interpreted as reflecting the final acquisition accounting for the Tupperware Acquisition, and the ultimate effects of the finalized purchase price allocation could be materially different from the amounts presented herein.
Management will finalize the acquisition accounting as additional information regarding facts and circumstances existing as of the acquisition date becomes available within the measurement period permitted under IFRS 3.
Differences from the 2025 pro forma and any required changes to that presentation are evaluated separately. The description of the remaining work does not imply that completion will have no material effect.
Note 5 - Historical Presentation Adjustments
The acquired historical figures are presented after the caption and functional presentation adjustments described in Note 2 to the pre-acquisition historical information in this Appendix. Such presentation adjustments are separate from the acquisition and financing adjustments in Note 2. No recognition or measurement difference is treated solely as a reclassification.
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