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1 | Management Report
PURCARI WINERIES
PUBLIC COMPANY
LIMITED
ANNUAL REPORT 2025
Purcari Wineries Annual Report 2025 | Contents
2 | Contents of the Annual Report 2025
Contents
Board of Directors and Other Officers
3
Declaration of the Members of the Board of Directors and the person responsible for the preparation
of the Annual Financial Statements
4
Management Report
5
Statement on Corporate Governance pursuant to the Cyprus Companies Law
23
Sustainability Statement of Purcari Wineries Public Company Limited (part of the Management
Report)
32
ESRS 2 General Disclosures
32
Environment
58
Social
85
Business Conduct
121
Compliance with the Corporate Governance Code of the trading venue (Bucharest Stock Exchange)
147
Consolidated Financial Statements of Purcari Wineries Public Company Limited
174
Independent Auditor’s Report to the Members of Purcari Wineries Public Company Limited on the
Consolidated Financial Statements
176
Consolidated Statement of Financial Position
182
Consolidated Statement of Profit or Loss and Other Comprehensive Income
183
Consolidated Statement of Changes in Equity
184
Consolidated Statement of Cash Flows
185
Notes to the Consolidated Financial Statements
186 – 241
Separate Financial Statements of Purcari Wineries Public Company Limited
242
Independent Auditor’s Report to the Members of Purcari Wineries Public Company Limited on the
Separate Financial Statements
244
Statement of Financial Position
250
Statement of Profit or Loss and Other Comprehensive Income
251
Statement of Changes in Equity
252
Statement of Cash Flows
253
Notes to the Separate Financial Statements
254 – 280
Purcari Wineries PCL | Board of Directors and Other Officers
3 | Management Report
Board of Directors and Other Officers
Name
Date of appointment
Title
Victor Bostan
Listing date
Executive Director
Krzysztof Grabowski
Appointed by the AGM on 15 December 2025
Non-executive Director
Alexandru Filip
Appointed by the AGM on 22 May 2024
Executive Director
Raluca Ioana Man
Appointed by the AGM on 26 May 2023
Non-executive, Independent Director
Paula Catalina Banu
Appointed by the AGM on 26 May 2023
Non-executive, Independent Director
Marta Pawinska
Appointed by the AGM on 15 December 2025
Non-executive Director
Alin Visan
Appointed by the AGM on 15 December 2025
Non-executive Director
Chairman of the Board of Directors: Krzysztof Grabowski, elected by the Board of Directors to this position
on 15 December 2025.
Independent Auditors: KPMG Limited
14, Esperidon Street
1087 Nicosia
Cyprus
Company Secretary: Inter Jura CY (Services) Limited
Registered office:
1, Lampousas Street
1095 Nicosia
Cyprus
Registration number: HE 201949
Purcari Wineries Annual Report 2025 | Declaration of the Directors
4 | Declaration of the Directors
Declaration of the Members of the Board of Directors and the person responsible for the
preparation of the Annual Financial Statements
In accordance with Section 9(3)(c) and (7) of the Transparency Requirements (Securities Admitted to Trading on a Regulated
Market) Law of 2007 (the “Law”, “Law no. 197(I)/2007) as amended, we, the members of the Board of Directors and the
other persons responsible for the preparation of the Consolidated and Separate Financial Statements of Purcari Wineries
Public Company Limited (the “Company”) for the year ended 31 December 202 5, confirm that, to the best of our knowledge:
(a) the annual Financial Statements presented in this Annual Report on pages 185 to 257:
(i) have been prepared in accordance with the applicable IFRS Accounting Standards as adopted by the European
Union and in accordance with the provisions of Section 9, sub-section (4) of the Law, and
(ii) give a true and fair view of the assets, liabilities, the financial position and the profit or loss of the Group/ Company
and of the undertakings included in the Financial Statements as a whole, and
(b) the Management Report presented on pages 5 to 146 include a fair review of the developments and the performance of
the business as well as the financial position of the Company and of the undertakings included in the Financial
Statements as a whole, together with a description of the principal risks and uncertainties that they face and it is prepared
in accordance with the sustainability reporting standards referred to in Article 29b of Directive 2013/34/EU and with
the specifications adopted pursuant to Article 8(4) of Regulation (EU) 2020/852 of the European Parliament and of the
Council.
Members of the Board of Directors:
Victor Bostan
Executive Director
Krzysztof Grabowski
Non-executive Director
Raluca Ioana Man
Non-Executive, Independent Director
Paula Catalina Banu
Non-Executive, Independent Director
Marta Pawinska
Non-Executive Director
Alin Visan
Non-Executive Director
Person responsible for the preparation of the annual financial statements of the Company:
Anatolie Belibov
Chief Financial Officer
30 April 2026
Purcari Wineries Annual Report 2025 | Management Report
5 | Management Report
MANAGEMENT REPORT
1. CORPORATE INFORMATION
Purcari Wineries is a leading wine producer in Central and Eastern Europe (CEE). As of 2025, the Group manages
approximately 2,050 hectares of vineyards and operates seven production facilities across Romania, Moldova, and Bulgaria
- six dedicated to wine production and one focused on brandy production. As of December 2025, the Group employed over
930 people across its production sites.
The Group exports products to over 40 countries. Key markets include Europe (Poland, Czech Republic, Slovakia, Ukraine,
Scandinavia, UK), Middle East (Saudi Arabia), Asia (Nepal, China, Japan, South Korea), and North America (Canada, USA).
Founded in 1827, Purcari is the most awarded winery from the CEE region at Decanter London (2015 – 2025) and consistently
ranks among the highest-rated on Vivino, with an average score of 4.1 based on over 120,000 reviews.
The Group operates six wine brand platforms covering various price segments in both still and sparkling wine categories,
along with a dedicated brand in the premium brandy segment:
• Premium wine: Purcari (“True values don’t change with time. Since 1827.”) Purcari is the Group’s flagship brand,
with a heritage dating back to 1827. It gained international recognition in 1878 when Negru de Purcari won a gold
medal at the Paris World Exhibition. Today, Purcari remains the most awarded winery in Central and Eastern Europe
(CEE) at Decanter London (2015 – 2025) and was the most successful CEE winery at the Decanter World Wine
Awards 2023. In 2025, Purcari remained among the most awarded wineries globally by international medal count,
continuing to earn recognition across leading competitions such as Decanter World Wine Awards, Mundus Vini,
Berliner Wine Trophy and IWSC.
Purcari continued to innovate in 2025, expanding its premium portfolio with new launches. The year’s key addition
was Negru de Purcari Amphorae Edition, a new interpretation of the flagship wine that reflects the brand’s heritage
and ongoing commitment to innovation, combining ageing in amphorae and barrique.
1
• Medium to premium wine: Crama Ceptura (“Crama Ceptura brings us together.”) Acquired in 2003, Crama
Ceptura is primarily distributed in Romania and is deeply rooted in the Dealu Mare wine region – one of the
country’s most renowned areas for premium winemaking. The region’s distinct climate, w ith abundant sunshine
and hilly terrain near the Carpathian slopes, provides optimal sun exposure, enhancing the brand’s value proposition.
Crama Ceptura’s portfolio spans multiple price segments, ranging from premium labels such as Alb de Ceptura,
Negru de Ceptura and Magnus Monte to upper-medium and medium ranges including Dominum Cervi, Astrum
Cervi and Cervus Cepturum, as well as Pelin de Ceptura in the economy-plus segment. The winery’s production
platform has an annual processing capacity of approximately 10,000 tons of grapes and storage capacity of around
10 million liters of wine.
The Group continued to strengthen Crama Ceptura’s operational footprint in Dealu Mare following the 2021
acquisition of a 72.6-hectare property, including 55.35 hectares of mature vineyards, and the 2024 acquisition of
approximately 51 hectares of vineyards, construction land and agricultural equipment in or near Ceptura de Jos. As
a result, the Group’s vineyard footprint in the Dealu Mare DOC increased to over 100 hectares, supporting raw
material security and creating opportunities for operating efficienc ies through greater proximity to the winery’s
production facility.
• Economy plus to popular premium wine: Bostavan (“Taste it. Love it.”) Launched in 2005, Bostavan has grown
into a well-recognized brand in the economy to medium-priced wine segments. In 2013, the Group introduced a
unified Bostavan umbrella brand to strengthen recognition and support its expanding portfolio of sub-brands.
Since 2015, Bostavan has followed a gradual premiumization path, including the launch of the DOR Wines series,
supported by a distinct ethno-communication platform. This direction continued in 2021 with the introduction of
Wine Doktor and Ed Knows, each built around differentiated concepts and consumer engagement approaches.
Between 2022 and 2024, the brand further expanded its portfolio through multiple launches, including Flight Mode,
Black Doktor Sparkling Wine, a refreshed DOR Sparkling Wine, the Daos Collection, and additional ranges such
as Wine Me, Grape Thief, Tipsy Cat, Nuit des Anges, and Templo Blush. The portfolio was further broadened in
2024 with new product formats and extensions, including 2Familias, expanded sparkling wine ranges, Bruno and
the Cattleya Collection, as well as innovations such as a 0% alcohol wine under Black Doktor and new packaging
formats including Bag-in-Box and 1-liter options.
In 2025, Bostavan continued to focus on portfolio diversification and consumer-oriented innovation, maintaining a
broad multi-brand architecture across price segments and formats, while strengthening its presence in core markets
through both product extensions and format innovation.
Purcari Wineries Annual Report 2025 | Management Report
6 | Management Report
• Medium to premium brandy: Bardar (“Only grapes, oak and patience.”). Founded in 1929, Bardar reflects a
long-standing tradition of brandy production within the Group. While historically focused on bulk production, since
2015 the brand has shifted towards branded, bottled products, repositioning itself as an aspirational brand in the
medium to premium segment.
The portfolio development has been supported by premium expressions such as Bardar XXO 25 Years, as well as
continued recognition in international competitions, contributing to the brand’s visibility and positioning in export
and domestic markets.
Following a strong post-pandemic recovery, Bardar continued to expand its presence in Romania and selected export
markets through 2023 and 2024, supported by both volume growth and improved product mix. In 2024, the brand
recorded strong double-digit growth in Romania, reinforcing its position in the medium to premium brandy segment.
In 2025, Bardar continued its development as part of the Group’s premiumization strategy, focusing on brand
consolidation, portfolio optimization and selective market expansion. The brand remained a contributor to the
Group’s growth, supported by steady demand in core markets and ongoing efforts to strengthen brand visibility and
distribution.
• Medium to premium wine: Domeniile Cuza (“Wines that write history. Since 1864.”) Launched in 2021,
Domeniile Cuza entered the market with an initial collection of still wines and has since evolved into a broader
brand platform in the medium to premium segment. Rooted in a locality associated with the historical legacy of
Alexandru Ioan Cuza, the brand combines Romanian identity with a more contemporary and experimental portfolio
architecture.
Since 2022, Domeniile Cuza has expanded beyond its core range to include a set of differentiated sub-brands and
concepts, including Farmers Against the Machine, Wine Crime, Prociano and, more recently, Motiv. This
architecture allows the brand to address a wider range of consumer occasions, formats and taste profiles, while
preserving a clear premium and innovation-led positioning.
Following strong growth in 2023 and 2024, Domeniile Cuza continued to develop in 2025 through further portfolio
refinement and consumer-facing innovation. In particular, the continued rollout of Wine Crime and the development
of Motiv, including the Group’s first Prosecco launch, supported the brand’s visibility and broadened its appeal
across newer consumer segments and social consumption occasions.
As part of the Group’s Romanian portfolio, Domeniile Cuza remains a flexible innovation platform, supporting
experimentation with new concepts, packaging formats and product styles within a structured brand framework.
• Premium wine: Angel’s Estate (“One of the treasures found within our native wine production.”) is a Bulgarian
winery acquired by the Group in 2022. Located in the village of Banya, Novozagorsko, the estate manages 100
hectares of vineyards in the renowned Thracian Lowlands and produces a portfolio spanning medium to premium
segments, including the Angel’s Estate, Stallion, Deneb and Cattleya labels.
Angel’s Estate strengthens the Group’s regional footprint with a premium Bulgarian wine platform and supports the
diversification of the Group’s offering across domestic and export markets. In 2025, the winery continued to gain
international recognition, earning awards at competitions including Mundus Vini, Decanter World Wine Awards,
Concours Mondial de Bruxelles, Vinarium and Challenge International du Vin, reinforcing the visibility and quality
positioning of the brand.
The Company is a public company incorporated and organized under the laws of The Republic of Cyprus, registered with the
number HE 201949. The corporate seat of the Company is on Lampousas Street 1095 Nicosia, Cyprus. The Company operates
in accordance with Cypriot law, the Memorandum, and the Company’s Articles of Association.
Purcari Wineries has been listed on the Bucharest Stock Exchange since 2018 under the ticker WINE. The Company continues
to maintain an active dialogue with both institutional and retail investors, supported by regular financial reporting, investor
presentations and current market disclosures. In 2025, the Company entered a new phase in its shareholder structure following
a voluntary takeover bid launched by Maspex Romania S.R.L., which resulted in a change of control and the emergence of
MASPEX as majority shareholder, holding 73.23% of the Company’s issued share capital as of 31 December 2025.
Purcari Wineries Public Company Limited serves as the holding company of the Group, with its core business focused on the
production and trading of wine and brandy. The Group’s wine segment includes Vinaria Purcari, Crama Ceptura, Vinaria
Bostavan, Domeniile Cuza and Angel’s Estate, while the brandy segment is represented by Vinaria Bardar, held through two
SPVs, Vinorum Holdings and West Circle.
The Group also includes subsidiaries and entities supporting its core business and regional presence, including Vinoteca
Gherasim Constantinescu, a grape grower in Dealu Mare, Purcari Wineries Ukraine, a trading company supporting operations
in the Ukrainian market, Timburs Estate SRL, which strengthens the Group’s vineyard base in the Ștefan Vodă IGP area, and
Casa Purcari SRL, a subsidiary focused on hospitality-related business development.
Following the change in control in 2025, the Company also initiated a governance transition aligned with its new shareholder
structure, including Board refreshment and a revised capital allocation approach, under which consolidated net profit for
FY2025 and beyond is expected to be retained to support internal investments, unless otherwise decided by the Board of
Directors.
Purcari Wineries Annual Report 2025 | Management Report
7 | Management Report
The Company’s subsidiaries and information related to the ownership interest as of December 31, 2025, are presented below:
Company name
Country of
Incorporation
Principal activity
Ownership
interest, %
1
Vinorum Holdings Ltd
Cyprus
Holding company
100%
2
West Circle Ltd
Cyprus
Holding company
100%
3
Crama Ceptura SRL
Romania
Production, bottling and sales of wine
100%
4
Vinoteca Gherasim Constantinescu SRL
Romania
Cultivation of grapes
100%
5
Vinaria Bardar SA
Republic of Moldova
Production, bottling and sales of
divin
56.05%
6
Vinaria Bostavan SRL
Republic of Moldova
Production, bottling and sales of wine
100%
7
Vinaria Purcari SRL
Republic of Moldova
Production, bottling and sales of wine
100%
8
Domeniile Cuza SRL
Republic of Moldova
Production, bottling and sales of wine
100%
9
Casa Purcari SRL
Republic of Moldova
Hospitality (Bar & Restaurant)
100%
10
Fundatia Purcari AO
Republic of Moldova
Charity
100%
11
Purcari Wineries Ukraine LLC
Ukraine
Trading & Marketing
100%
12
Angel’s Estate SA
Bulgaria
Production, bottling and sales of wine
76%
13
HTA Purcari Icecek Dis Ticaret Limited
Sirketi
Turkey
Trading & Marketing
100%
14
Vintech Innovations SRL
Republic of Moldova
IT services
100%
15
Timbrus Estate SRL
Republic of Moldova
Production, bottling and sales of wine
100%
16
Les Terres Noires SRL
Republic of Moldova
Cultivation of grapes
100%
The Group has no branches except the non-commercial Representation Office opened in China by its subsidiary Vinaria
Purcari SRL in 2019.
2. SHAREHOLDERS AND ISSUED CAPITAL
Starting from 15 of February 2018, the shares issued by the Company started trading on the Bucharest Stock Exchange
following to an initial public offering (“IPO”) initiated by the shareholders Lorimer Ventures Limited, Amboselt Universal
Inc. and IFC, for 49% of the Company’s shares (representing 9,800,000 shares at that date).
As at 31 December 2024 the share capital structure and the ownership of registered shares was as follows:
Number of shares
% of ownership
Amboselt Universal Inc.
8,099,123
20.0705%
Dealbeta Investments
3,172,754
7.8624%
Magna Umbrela Fund PLC&Oaks Emerging Umbrela Fund
3,066,532
7.5992%
Clairmont Holdings Limited&Leo Overseas Limited
2,525,677
6.2589%
Conseq
2,397,920
5.9424%
Magna Umbrela Fund PLC
2,238,410
5.5470%
Paval Holding
2,005,875
4.9708%
Others
16,847,003
41.7488%
Total
40,353,294
100%
As at 31 December 2024, the Company directors with any holdings in the Company’s share capital were as follows:
Shares held,
number
Shares held,
%
Victor Bostan (direct holding and indirect holding, through Amboselt Universal Inc.
and family members)
8,187,603
20.3146%
Alexandru Filip (direct holding)
719
0.0018%
Purcari Wineries Annual Report 2025 | Management Report
8 | Management Report
As at 31 December 2025 the share capital structure and the ownership of registered shares was as follows:
Number of shares
% of ownership
Maspex Romania SRL
30,033,749
73.2330%
Amboselt Universal Inc.
6,099,123
14.8716%
Others
4,878,908
11.8964%
Total
41,011,780
100%
As at 31 December 2025, the Company directors with any holdings in the Company’s share capital were as follows:
Shares held,
number
Shares held,
%
Victor Bostan (direct holding and indirect holding, through Amboselt Universal
Inc. and family members)
6,099,123
14.8716%
Alexandru Filip (direct holding)
1
0.000002%
Directors’ holdings of Company share capital on 31.12.202 5 and prior to the approval of the Annual Report 2025
No significant changes took place in the shareholdings of directors in the Company between the end of the reporting year
(31.12.2025) and 30 April 202 6.
Purcari Wineries Annual Report 2025 | Management Report
9 | Management Report
3. DEVELOPMENTS IN 2025
Voluntary takeover bid by Maspex Romania S.R.L.
On 21 May 2025, Purcari Wineries announced that it had been informed about the submission of documentation to the
Romanian Financial Supervisory Authority in connection with a voluntary takeover bid to be launched by Maspex Romania
S.R.L., with the objective of acquiring a controlling stake in the Company. The offer was formally announced in June 2025
and covered up to 98.3811% of the Company’s share capital at a price of RON 21 per share.
The Board of Directors reviewed the proposed transaction and concluded that it was consistent with the interests of the
Company, while also noting the offeror’s intention to preserve the Company’s business identity, retain the existing operation al
footprint and support the continued implementation of the Group’s medium-term strategy. According to the offer
documentation and the Board’s position, the transaction was expected to maintain strategic continuity and support the
Company’s longer-term development.
Following the completion of the offer, MASPEX became the majority shareholder of Purcari Wineries, holding 73.23% of
the Company’s issued share capital as of 31 December 2025. This marked a significant milestone in the Group’s evolution
and introduced a new shareholder structure expected to support the next stage of the Company’s regional growth and strategic
development.
Changes in shareholder structure and governance
As a result of the successful voluntary takeover bid, the Company entered a new phase in its corporate development,
characterized by a more concentrated ownership structure and updated governance arrangements. As disclosed by the
Company, the post-offer shareholder base as of year-end 2025 consisted primarily of MASPEX (73.23%), followed by
Amboselt Universal Inc. (14.87%), other institutional investors (6.29%), and retail shareholders (5.61%).
During 2025, the Company also implemented changes to its Board of Directors, including the appointment of three new
Directors nominated by the main shareholder, reflecting the new ownership structure and governance framework. In this
context, the Company’s leadership framework also evolved, with founder Victor Bostan returning as Chief Executive Officer,
following a management change announced on 16 December 2025 and effective from 15 December 2025.
Share capital increases
During 2025, the Company carried out three share capital increases under previously approved equity incentive frameworks:
73,380 new ordinary shares issued following the Board resolution of 9 January 2025, 145,844 new ordinary shares issued in
connection with the Management Incentive Plan 2024–2027, and 439,262 new ordinary shares issued following the exercise
of rights under the long-term stock option plan 2021–2030. In total, 658,486 new ordinary shares were issued during the year,
reflecting the continue d implementation of the Company’s equity-based incentive framework.
2025 harvest and vineyard management
The 2025 harvest was strong, with a high-quality vintage and a clear recovery from the drought-affected prior year. During
the year, the Group processed over 31 million kilograms of grapes, securing sufficient wine stocks to support future growth.
Own harvest was 24% above the five-year average, while purchases from third-party farmers reached 17 million kilograms,
or 6% above the eight-year median, ensuring supply continuity across key brands. The Group also continued to strengthen
supply security, vineyard resilience and grape quality through irrigation upgrades, selective sourcing and ongoing viticulture
innovation, including the further use of UV-C stimulation systems in vineyards.
Acquisition of Les Terres Noires SRL
On 19 March 2025, the Group acquired 100% of the share capital of Les Terres Noires SRL for a cash consideration of EUR
68,357, financed from internal funds. The acquired company owns approximately 17 hectares of land, including vineyards
cultivated in accordance with organic production technologies within the Ștefan Vodă PGI region in the Republic of Moldova.
The acquisition further strengthened the Group’s vineyard platform and supported its focus on quality grape supply and
sustainability-oriented viticulture.
Purcari Wineries Annual Report 2025 | Management Report
10 | Management Report
4. ANTICIPATED DEVELOPMENTS FOR 2026
Ownership structure and governance
The year 2026 will be the first full year of operations under the Group’s updated ownership structure following the successfu l
voluntary takeover bid completed in 2025. Management will focus on ensuring continuity, disciplined execution and long-
term value creation, while supporting the next phase of the Group’s development under the updated governance and leadership
framework.
Romania market environment
Romania is expected to remain the Group’s main growth market in 2026. At the same time, the operating environment may
become more challenging due to fiscal consolidation measures, high public deficit levels and potential tax changes. These
factors could affect consumer sentiment, disposable income and operating costs, with possible impact on demand, pricing
and channel dynamics.
Inflationary and logistics risks
The Group will continue to monitor the broader macroeconomic environment, including the risk that disruptions across
international logistics and energy supply routes may lead to higher fuel prices, transportation costs and renewed inflationar y
pressures. A prolonged increase in these costs could affect both the Group’s cost base and consumer purchasing power across
its core markets.
Regional geopolitical environment
Management will also continue to monitor geopolitical developments in the region, especially those related to Ukraine, and
their potential impact on logistics, trade flows and overall market stability. Based on current information, the Group does not
anticipate material disruption to its core operations but will maintain a prudent and flexible approach in response to any
deterioration in the external environment.
Purcari Wineries Annual Report 2025 | Management Report
11 | Management Report
5. GROUP FINANCIAL RESULTS
Consolidated Financial Information for the years ended 31 December 2025 and 31 December 2024 is presented below:
Consolidated Statement of Financial Position
(all amounts in RON)
31 December
2025
31 December
2024
Change, %
Assets
Property, plant and equipment
339,828,426
295,227,919
15%
Intangible assets
5,546,586
4,660,268
19%
Equity instruments at fair value through profit or loss
13,618,591
7,795,841
75%
Other non-current assets
479,246
388,440
23%
Non-current assets
359,472,849
308,072,468
17%
Inventories
342,396,986
300,067,297
14%
Loans receivable
2,509,777
2,431,023
3%
Trade and other receivable
137,047,227
101,103,898
36%
Prepaid Income tax assets
1,665,909
61,195
2622%
Prepayments to suppliers
6,248,700
5,935,806
5%
Other current assets
758,159
939,559
(19%)
Cash and cash equivalents
19,138,063
20,703,484
(8%)
Current assets
509,764,821
431,242,262
18%
Total assets
869,237,670
739,314,730
18%
Equity
Share capital
2,065,559
2,032,198
2%
Share premium
51,269,120
45,503,042
13%
Capital reserves
69,102,693
69,102,693
0%
Other reserves
(4,838,579)
(2,492,006)
94%
Translation reserve
(3,224,499)
(8,016,322)
(60%)
Retained earnings
280,161,636
254,269,531
10%
Equity attributable to owners of the Company
394,535,930
360,399,136
9%
Non-controlling interests
37,341,566
37,859,800
(1%)
Total equity
431,877,496
398,258,936
8%
Liabilities
Borrowings
123,949,558
121,907,055
2%
Lease liabilities
7,254,249
6,319,361
15%
Deferred income
16,584,033
16,798,920
(1%)
Deferred tax liability
8,017,091
8,673,489
(7%)
Put option over non-controlling interests
10,472,961
8,460,102
23%
Non-current liabilities
166,277,892
162,158,927
3%
Borrowings
155,239,709
80,235,781
93%
Lease liabilities
2,304,897
1,308,794
76%
Deferred income
2,420,905
2,115,657
14%
Income tax liabilities
-
113,657
(100%)
Employee benefits
12,407,610
7,572,667
64%
Trade and other payable
95,591,163
84,616,447
13%
Provisions
3,117,998
2,933,864
6%
Current liabilities
271,082,282
178,896,867
52%
Total liabilities
437,360,174
341,055,794
28%
Total equity and liabilities
869,237,670
739,314,730
18%
Purcari Wineries Annual Report 2025 | Management Report
12 | Management Report
CC Consolidated Statement of Profit or Loss
and Other Comprehensive Income
(all amounts in RON)
2025
2024
Change, %
Revenue
436,244,179
382,324,677
14%
Cost of sales
(236,673,050)
(197,094,401)
20%
Gross profit
199,571,129
185,230,276
8%
Other operating expenses
2,818,109
6,509,092
(57%)
Marketing and sales expenses
(70,935,790)
(57,884,459)
23%
General and administrative expenses
(56,278,931)
(45,501,990)
24%
Impairment (loss) / Reversal on trade and loans receivable
(896,329)
(1,584,086)
(43%)
Impairment loss of Investment in subsidiary
-
(576,898)
(100%)
Change in fair value of biological assets
5,563,237
(3,395,813)
(264%)
Net asset loss on deconsolidation of subsidiary
-
(4,927,721)
(100%)
Profit from operating activities
79,841,425
77,868,401
3%
Finance income
5,707,581
3,439,305
66%
Finance costs
(20,322,174)
(10,538,961)
93%
Net finance costs
(14,614,593)
(7,099,656)
106%
Profit before tax
65,226,832
70,768,745
(8%)
Income tax expense
(11,213,075)
(12,038,009)
(7%)
Profit for the year
54,013,757
58,730,736
(8%)
Other comprehensive income
Items that are or may be reclassified to profit or loss
Exchange differences on translation of foreign operations
4,425,892
(2,317,318)
(291%)
Other comprehensive income for the year
4,425,892
(2,317,318)
(291%)
Total comprehensive income for the year
58,439,649
56,413,418
4%
Profit attributable to:
Owners of the Company
52,169,443
55,681,269
(6%)
Non-controlling interests
1,844,314
3,049,467
(40%)
Profit for the year
54,013,757
58,730,736
(8%)
Total comprehensive income attributable to:
Owners of the Company
56,961,265
52,312,834
9%
Non-controlling interests
1,478,383
4,100,584
(64%)
Total comprehensive income for the year
58,439,649
56,413,418
4%
Earnings per share, RON
Basic and diluted earnings per share
1.29
1.38
(14%)
Purcari Wineries Annual Report 2025 | Management Report
13 | Management Report
Indicator
Note
2025
2024
Adjusted EBITDA
Adjusted EBITDA
112,762,799
110,966,894
Net loss from deconsolidation of subsidiary
-
(4,424,439)
EBITDA
EBITDA
112,762,799
106,542,455
Less: depreciation for the year
7
(32,090,505)
(27,214,554)
Less: amortization for the year
11
(830,869)
(1,459,500)
Result from operating activities
EBIT
79,841,425
77,868,401
Less: net finance (loss) / income
26
(14,614,593)
(7,099,656)
Earnings Before Income Taxes
EBT
65,226,832
70,768,745
Less: tax expense
27
(11,213,075)
(12,038,009)
Profit for the year
54,013,757
58,730,736
The Group presents Adjusted EBITDA as a supplemental measure of its operational performance. Adjusted EBITDA is
defined as EBITDA adjusted to exclude the impact of non-recurring or non-operational items that do not reflect the Group's
core business performance.
The Group operates as a single operating segment encompassing grape growing, wine production, and the sale of finished
products; disclosures by geography and brand represent disaggregated revenue information for analytical purposes and do
not constitute separate reportable segments under IFRS 8.
In the financial year 2025, the Revenues of the Group increased by 14% year-on-year to RON 436 million. The revenue
growth rate was supported by broad-based growth across core markets and a strong finish to the year, with Q4 revenues
reaching a record RON 136.5 million. Revenue growth was supported by both volume expansion and price/mix improvement.
The revenue from core business – sales of bottled wine and brandy increased by +14% year-on-year in 2025, the evolution
of sales by main markets is described below:
• Romania: sales increased by +16% year-on-year, a strong performance for all brands in portfolio - Purcari brand,
up +19% YoY, Bardar’s brandy grew by +5% and Crama Ceptura brand +8%;
• Moldova: sales increased by +11% year-on-year, driven primarily by the strong performance of the Purcari brand,
which grew by +12%. Bardar reported a moderate increase of +8%, while it was registered an accelerated growth of Domeniile
Cuza from a smaller base (143% increase compared with 2024).
• Bulgaria: strong performance with increase by +31% year-on-year to RON 17.1 million, after successful turnaround
of Angel’s Estate portfolio and continuing strong performance of Purcari brand;
• Poland: delivered a slight decrease of -7%, however Bardar’s brand registered an impressive growth of 281%.
• Czechia and Slovakia: Purcari brand grew by 14% YoY, however Bostavan brand registered a decrease of 18%.
• Asia: the market rebound with an increase of +24% year-on-year, this performance was driven by strong momentum
in China & Japan from better distribution ; China’s macroeconomic environment remains challenging.
• Rest of the World markets recorded solid growth, supported by Turkey, Baltic Countries and Western Europe.
The evolution of sales by brands is described below:
• Purcari: this was driven by sustained strong performance in Romania +19% year-on-year, while Moldova and
Poland each delivered growth rates exceeding +12%. The brand experienced strong momentum in Bulgaria, with sales
increasing by +47%, and other non-core markets collectively recording a +26% increase year-on-year. Purcari brand remained
the key growth driver, increasing by 18% year-on-year and representing approximately 60% of total sales.
• Bostavan: A mainstream brand with high price sensitivity, Bostavan continues to prioritize value over volume,
while revenue grew by +9% year-on-year. The brand registered a high increase in Turkey market with 997% growth, Asia
delivered an outstanding performance, up +13% year-on-year. In contrast, the brand experienced lower traction in Moldova,
Poland, and Ukraine.
• Crama Ceptura: The brand is continuing to deliver stable volumes growth +8% year-on-year.
• Bardar: Excellent sales in Moldova with +8% year-on-year. Overall, this brand registered an increase of 7%
compared with 2024.
Marketing and selling expenses amounted to RON 70.9 million for the financial year 2025, representing a significant increase
of 22.5% year-on-year. Marketing and selling expenses represent 16.3% of revenues, mainly due to the expansion of
commercial activity, higher transport costs and the impact of Romania’s Warranty Return System. General and administrative
expenses increased by 20.3% year-on-year to RON 54.7 million, mainly due to higher personnel-related costs, including the
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14 | Management Report
implementation of the Management Incentive Plan 2024–2027, alignment of bonus accruals and selective headcount
additions.
Salary and related costs increased by 16%, amounting to RON 16.4 million, this was mainly impacted by improved sales
performance, temporary duplication of roles during key handovers, and the impact of the Management Incentive Plan (2024–
2027).
Earnings before Interest, Tax, Depreciation and Amortisation (“EBITDA”) is calculated as profit/ (loss) for the year (as
presented in the consolidated statement of profit or loss and other comprehensive income), and adding back the income tax,
net finance result and total amortization of intangible assets and total depreciation of property plant and equipment (as
presented in Notes 7 and 11 to the consolidated financial statements).
The management of the Group monitors the EBITDA metric at a consolidated level, as a measure considered to be relevant
to the understanding of the Group’s financial performance. EBITDA is not an IFRS measure and should not be treated as an
alternative to IFRS measures. Moreover, EBITDA is not uniformly defined. The method used to calculate EBITDA by other
companies may differ significantly from that used by the Group. Consequently, the EBITDA presented in this note cannot,
as such, be relied upon for the purpose of comparison to EBITDA of other companies.
As a result, EBITDA increased by 2.0% year-on-year to RON 112.7 million, with an EBITDA margin of 26%, in line with
the Group’s guidance.Net profit amounted to RON 50.0 million, down 14.7% year-on-year, with a net profit margin of 11.5%.
The weaker net profit performance compared to EBITDA was mainly driven by several below-operating-line and
comparability factors.
These included a RON 4.3 million net foreign exchange loss, reflecting the depreciation of MDL, TRY and other regional
currencies, as well as approximately RON 6.7 million higher depreciation compared to the previous year. In addition, 2024
included a RON 2.7 million positive contribution from Ecosmart, which was absent in 2025.
Finance costs increased to RON 11.4 million, from RON 10.5 million in the previous year, reflecting higher borrowings used
to support working capital and capital expenditure, partly offset by savings from refinancing and credit renegotiation.
At the same time, 2025 benefited from a positive change in fair value of biological assets of RON 5.5 million, compared to a
negative impact in 2024, reflecting improved agricultural cost efficiency and favourable yield outcomes.
Overall, the Group ended 2025 with continued top-line momentum, solid operating profitability and a strong commercial
performance across its core markets, despite a more challenging cost and financial environment.
The Group has assessed its operating segments in accordance with IFRS 8 Operating Segments and concluded that it operates
as a single operating and reportable segment.
The Group’s activities represent an integrated value chain comprising grape growing, wine and brandy production, bottling,
distribution and sale of finished products. Management monitors the Group’s financial performance and allocates resources
on a consolidated basis. While internal management reporting includes analyses by geography, brand and product category,
such information is used for monitoring and analytical purposes only.
There are no separately identifiable components of the Group:
• that engage in business activities from which they may earn revenues and incur expenses,
• whose operating results are regularly reviewed by management for the purpose of resource allocation decisions, and
• for which discrete financial information is available and used in decision-making.
Accordingly, the Group presents a single reportable segment. Disclosures of revenue by geographical area, brand and product
category are provided as entity-wide disclosures in accordance with IFRS 8. These disclosures do not represent separate
operating or reportable segments.
7. PRINCIPAL SCOPE OF BUSINESS / NON-FINANCIAL INFORMATION
The Company is a leading player in the wine and brandy segments of the Central and Eastern European region (“CEE”). the
still and sparkling wine categories and a brand in the popular premium brandy category and holds international and national
IP rights on all its brands.
The Group operates seven production platforms in Moldova, Romania, and Bulgaria, six of which are dedicated to wine
production and one dedicated to brandy production.
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15 | Management Report
Competitive strengths
a) Proven ability to build, scale and premiumize wine brands
One of the Group's key competitive strengths is its demonstrated ability to build, position and scale wine brands across
multiple price points and consumer occasions. Since its IPO in 2018, the Group has delivered consistent growth through
disciplined brand-building and portfolio development, while progressively increasing the weight of premium and premium-
plus segments across its revenue base.
This capability is most clearly reflected in the sustained performance of the Purcari brand, the Group's flagship and principal
growth driver, but equally visible across Crama Ceptura, Angel's Estate, Bardar and the more recently developed Domeniile
Cuza platform. The Group has shown that it can preserve the heritage and authenticity that underpin brand equity, while
adapting to evolving consumer preferences, new formats and changing route-to-market requirements.
Rather than relying on a single label or market segment, the Group has built a portfolio with differentiated roles across
premium, upper-medium and value categories, as well as sparkling wines and brandy. This breadth provides both commercial
flexibility and resilience across varying demand environments.
Purcari
Crama Ceptura
Bostavan
Domeniile
Cuza
Bardar
Angel's Estate
Summary
Flagship
premium brand
Romanian premium
and mainstream
wines
Value for
money
Premium
wines
Contemporary
brandy brand
Bulgarian
premium wines
Marketing
tagline
"True values
don't change
with time.
Since 1827"
"Crama Ceptura
brings us together"
"Taste it.
Love it."
"Wines that
write history.
Since 1864"
"Grapes, Oak
and Patience"
"A treasure of
our native wine
production"
Brand sales
in 2025, %
60%
13%
14%
~1%
8%
4%
Sales
growth
2025, %
+18%
+10%
+8%
+16%
+6%
+25%
b) Strong positioning in Romania and selected regional markets
The Group's largest and most strategically significant market is Romania, where it holds a leading position in the premium
wine segment and where premiumization dynamics continue to support long-term growth. Romania grew 16.6% year-on-
year in 2025, reinforcing its role as the Group's primary growth engine and representing the majority of consolidated revenues.
This is complemented by a broader footprint across Moldova, Bulgaria and international markets including the UK, Asia and
the Americas. Bulgaria delivered particularly strong momentum, growing 30% year-on-year and surpassing Poland in value
terms, validating the Group's acquisition and integration of Angel's Estate. CEE export markets experienced a softer year,
with volumes lower in Poland, Czechia and Slovakia amid tougher competitive conditions, partially offset by improved mix
management and selective price increases.
The Group's proximity to its core markets, in terms of production assets, distributor relationships and consumer
understanding, enables faster commercial decision-making and more targeted brand management than is typically available
to purely export-driven producers.
c) Distinct terroir base and geographically diversified vineyard platform
The Group's vineyards and sourcing regions span three distinct wine-growing areas: Stefan Voda in Moldova, Dealu Mare in
Romania, and the Thracian Lowlands in Bulgaria, each with its own soil composition, climate profile and viticultural identity.
This diversity supports a broad product architecture, enabling wines with authentically differentiated style profiles across the
portfolio. Of particular long-term strategic value is the Group's commitment to indigenous grape varieties, including Rara
Neagra, Viorica, Feteasca Neagra and Feteasca Alba. As international consumers increasingly seek provenance, authenticity
and discovery, these varieties represent a durable source of differentiation that cannot be replicated by producers operating
outside this region. The Group's vineyard base has continued to expand through targeted acquisitions and greenfield
development, strengthening supply control and improving resilience in an environment of growing climate and agricultural
risk.
d) Integrated operating platform from vineyard to route-to-market
The Group operates with a high degree of vertical integration, covering key stages of the value chain from grape cultivation
and vinification to bottling, storage, brand management and distribution. This operating model supports consistency in
quality, tighter cost control and greater flexibility in responding to market demand and harvest conditions.
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16 | Management Report
Control over production assets in Moldova, Romania and Bulgaria, combined with direct market presence in core geographies,
gives the Group a stronger ability to align supply, product mix and commercial execution than many fragmented regional
competitors. It also supports faster product innovation and more disciplined margin management.
Beyond production, the Group has also built route-to-market capabilities that combine local commercial execution with export
reach. This is particularly relevant in a category where brand visibility, in-store execution, distributor quality and channel
placement remain critical to long-term value creation.
e) Repeatable execution model and selective M&A capability
The Group has demonstrated over time that it can grow both organically and through selective acquisitions, while maintaining
strategic coherence. Its track record shows an ability to identify assets or brands that strengthen its market position, improve
access to terroir, or add new production and commercial capabilities. This has included both the development of operations
from the ground up, and the acquisition and integration of complementary assets such as Angel’s Estate, Timburs Estate,
vineyard extensions in Dealu Mare, and additional land and vineyard assets in Moldova. These transactions have not been
pursued for scale alone, but as part of a broader effort to build a stronger regional platform. What distinguishes the Group is
not simply acquisition activity, but its ability to integrate assets into a coherent operating and commercial model, while
preserving the identity and value proposition of individual brands and terroirs. This combination of discipline, integration
capability and long-term strategic focus remains one of the Group’s core competitive strengths.
7. Strategy 2027: 2x by 200
In 2024, we set a clear ambition for the next phase of our journey: by the time we reach our 200th year in 2027, we aim to
double the business across key metrics. This means exceeding RON 600 million in revenue and RON 200 million in EBITDA,
excluding any impact from potential M&A over the period. These targets are not just financial milestones; they reflect the
outcome of a broader transformation across our business.
Our Purpose
At the heart of our journey is a purpose that goes beyond product: to build a global wine-making champion dedicated to
preserving and promoting the rich winemaking heritage and indigenous grape varieties of New Europe.
We aim to inspire our people to thrive and excel through hard work, determination and collaboration. We believe wine is
more than a beverage, it is an expression of land, culture and time. That belief shapes every decision we make.
We are building a business that not only competes globally but also represents the rise of what we call “New Europe”: a
region defined not by borders, but by its winemaking heritage and distinctive indigenous grape varieties with exceptional
potential. From Slovenia to Georgia, New Europe is ambitious, fast-evolving and increasingly influential. Our goal is to
establish the Group as a global wine-making champion that brings this region to the world by combining heritage with
modernity, and tradition with bold ambition.
Strategic pillars
To bring this vision to life, we’re focused on three interconnected pillars of growth:
1. Profitable Growth
We are focused on growth that does not simply add volume but creates value. This means increasing the weight of wines that
best reflect who we are and what we stand for. Over the next few years, a larger share of our business is expected to come
from premium brands such as Nocturne and Limited, where we see stronger margins, deeper consumer engagement and more
room to differentiate. We continue to see growing demand, both at home and abroad, for wines with a clear story and a strong
sense of origin. This plays to our strengths.
Indigenous grape varieties such as Fetească Neagră and Rară Neagră provide a meaningful edge and support a broader shift
toward authenticity in wine. This gives us the opportunity to build a competitive advantage that is difficult to replicate
globally. At the same time, we are looking beyond organic growth. We believe the New Europe wine sector is likely to
consolidate over time, and we intend to play an active role in that process. We are exploring targeted acquisitions that can
bring strategic vineyards, heritage brands or access to new markets. Our approach to M&A remains disciplined: we are not
pursuing size for its own sake, but assets that strengthen the portfolio, improve supply chain synergies or add meaningful
distribution potential.
In short, our growth will not be about selling more bottles, but about selling better bottles, in the right places, with a stronger
story behind them.
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17 | Management Report
2. Wine-making Excellence
To sustain long-term growth, especially in premium segments, we are investing at the source: the vineyard. One of our top
operational priorities is expanding irrigation infrastructure. As climate volatility increases, irrigation is becoming essential
for maintaining control over yields, quality and consistency at scale.
We are also entering the next phase of our work with indigenous grapes, starting with Rară Neagră 2.0: a focused effort to
select, multiply, grow and vinify this variety at a higher level. We believe this grape has the potential to become a regiona l
flagship.
Technology is playing an increasingly important role in how we farm and produce. We are scaling the use of precision
agriculture, including UV treatments, sensors, mechanization and drones, to improve productivity, vine health, water
efficiency and cost control.
At the same time, we are upgrading our production infrastructure to support both scale and quality, from grape processing to
wine-making and bottling. We are also optimizing technological flow and streamlining processes to improve efficiency and
reduce handling.
One of the most strategic developments underway is the creation of a state-of-the-art production facility for our signature
wine, designed to serve both as a center of wine-making excellence across the Group and as a destination for wine lovers and
visitors.
Operational improvements also support our sustainability agenda. We are working to reduce water usage, CO₂ emissions and
waste, while increasing the use of clean energy and improving resource efficiency across sites. These efforts are not only
about compliance, but about building a more resilient and future-fit wine business.
3. Commercial Excellence
We are raising the bar on how we sell and market our wines, with a strong focus on making every marketing and sales leu
work harder. This starts with improving marketing and sales spend efficiency, prioritizing high-impact channels and
increasing return on investment.
At the same time, we are tightening our approach to pricing, trade terms and promotions, with the objective of strengthening
competitiveness while reinforcing brand positioning and protecting margins. Execution at the point of sale, whether on-shelf
or in HORECA, remains a clear priority. We are investing in better tools, training and market intelligence to ensure our
products are presented in the right way, in the right places, with the right support behind them.
Enablers: talent and culture embedded with tools and processes
Our strategy depends on having the right people, culture and systems to support ambitious growth. We are focused on
strengthening the company culture around our core values and developing talent through structured training across viticulture,
production and HQ functions. At the same time, we are investing in our employer brand, internal mobility and succession
planning to support long-term continuity.
A key cultural focus is improving cross-functional collaboration, enabling faster routes to market and stronger innovation
through better alignment. We are reinforcing a performance-driven environment through clear objectives, feedback loops and
incentives linked to company results.
On the systems side, we continue to leverage technology and data-driven processes to improve decision-making and
efficiency. This includes cloud-based infrastructure, real-time data capture across the value chain, and greater automation in
planning and stock management. Tools such as parcel-level vineyard monitoring, grape-to-bottle tracking and integrated sales
and operations planning are helping us turn data into actionable insight.
Together, these investments will sharpen decision-making, reduce inefficiencies and help future-proof the business as we
scale. Talent and tools are no longer support functions; they are core enablers of performance.
8. RISK EXPOSURES AND UNCERTAINTIES
Climate and harvest-related risk
As an agricultural producer, the Group remains exposed to risks arising from weather conditions, climate volatility, plant
disease pressure and broader agricultural uncertainty, all of which may affect grape yields, quality and production costs.
Although the 2025 harvest was strong and supported by a high-quality vintage, weather-related volatility remains a structural
feature of the wine industry and may continue to influence future harvest outcomes across Moldova, Romania and Bulgaria.
Lower yields, uneven grape quality or higher sourcing costs in weaker harvest years may adversely affect margins, inventory
economics and supply planning.
To mitigate these risks, the Group continues to invest in irrigation, vineyard resilience, precision viticulture and selectiv e
vineyard expansion, while maintaining a geographically diversified vineyard base and complementary third-party sourcing.
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18 | Management Report
Taxation and excise duty risk
The Group operates in a regulated environment where changes in indirect taxation, including excise duties and VAT, may
affect both the pricing of its products and consumer demand across its key markets.
In Romania, fiscal changes introduced during 2025 included increases in excise duties on alcoholic beverages effective from
1 August 2025, followed by a further increase from 1 January 2026. These changes affect both still and sparkling wines, as
well as other alcohol categories, and may influence retail pricing, demand elasticity and trade conditions in the market.
More broadly, the Group remains exposed to the risk that further tax changes across its operating markets may adversely
affect demand, profitability or the timing of sales. Management continues to monitor tax developments closely and adjusts
pricing, promotional activity and commercial terms where appropriate.
Inflationary, energy and logistics cost pressures
The Group remains exposed to inflationary pressures affecting raw materials, packaging, transportation, utilities and labor
costs across its operating markets. In particular, disruptions in international logistics and energy supply routes may contribute
to higher fuel prices, transportation costs and broader inflationary pressure.
Such developments may affect both the Group’s cost base and consumer purchasing power, especially in price-sensitive
segments and markets. Although management has demonstrated the ability to partially mitigate these pressures through
pricing, mix improvement, procurement discipline and operating efficiency, there can be no assurance that all cost increases
can be fully absorbed or passed on without affecting demand.
Interest rate and financing risk
The Group remains exposed to changes in interest rates, as part of its financing is linked to floating-rate instruments and
market benchmarks in MDL, BGN, RON, USD and EUR. Movements in benchmark rates may therefore affect borrowing
costs, financing conditions and the cost of refinancing.
In the Republic of Moldova, the National Bank of Moldova (NBM) increased the base rate from 3.60% at the end of 2024 to
6.50% in early 2025, before gradually reducing it to 5.00% by 11 December 2025. In Romania, the National Bank of Romania
(NBR) maintained the monetary policy rate at 6.50% throughout 2025, reflecting a still cautious stance amid inflationary
pressures.
At market benchmark level, ROBOR remained elevated during 2025, while EURIBOR continued to decline compared to
2024, improving euro funding conditions. Despite some easing in selected benchmark rates, financing costs remain above
long-term averages, and the Group may continue to face pressure on interest expense and refinancing costs.
War in Ukraine and regional geopolitical environment
The Group continues to monitor the ongoing war in Ukraine and its potential impact on the regional business environment,
including logistics, trade flows, currency volatility and consumer sentiment. Based on management’s current assessment, the
risk of a direct spillover of the military conflict into the Republic of Moldova remains low, although the broader geopolitical
environment in the region continues to require close monitoring.
The Group does not currently experience material disruptions to its production operations in Moldova, Romania or Bulgaria,
nor to its core supply chain. Transport routes to key markets have remained operational, and management has not identified
any material cancellations of outstanding supply contracts directly attributable to the conflict.
At the same time, the Group’s direct commercial exposure to the affected region remains limited. In 2025, sales to Ukraine
and Belarus accounted for approximately 1.4% of total Group revenues (RON 5.9 million out of RON 424.9 million),
compared to approximately 2.2% in 2024. In volume terms, these markets represented approximately 2.2% of total Group
sales in 2025. While the direct financial exposure remains limited, management continues to assess any secondary effects of
the conflict, including potential implications for regional stability, logistics and market confidence.
Financial risk disclosure
The Group’s exposure to credit risk, liquidity risk, market risk, currency risk and interest rate risk is described in more d etail
in Note 29 to the consolidated financial statements. The Company’s exposure to credit risk, liquidity risk and currency risk
is described in Note 5 to the Company financial statements.
9. INTERNAL CONTROL
The Group has implemented an internal control system designed to prevent and detect inefficiencies and irregularities. This
system includes the evaluation of compliance with internal procedures, assessment of task accuracy, presentation of objective
information, and recommendations to the Company’s management. Purcari’s internal control system supports the
improvement of operational efficiency and ensures alignment with the Group's core values and principles.
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19 | Management Report
10. MANAGEMENT INCENTIVE PROGRAMS
1
ST
Management incentive programs approved for period 2020-2024
On 29 April 2020, the Company’s shareholders approved the revised Special Resolution, initially dated 14 June 2018 and
later revised on 25 April 2019, stating the provision of a Management Stock Option Plan, as part of a Management Incentive
Program (“the Program 2020-2024”).
The Program 2020-2024 mainly targets members of the Group’s senior management team (except the CEO) and is intended
to further align the interests of such Beneficiaries with those of the Company’s shareholders.
The Program 2020-2024 comprised the following:
• award of shares of the Company to be provided to the Beneficiaries, free of charge, subject to relevant performance
indicators determined by the Board of Directors being met; and
• award of stock options to be provided to the Beneficiaries (the Options or PSOs), subject to relevant performance
indicators determined by the Board of Directors being met.
Share award
On 14 May 2020, the Company’s Board of Directors approved the Long-Term Share Incentive Plan (LTSIP 1) with a total
of 409,000 shares to be vested to employees during 2020-2022. On 20 September 2021, the Directors of the Company, based
on the authorisation given by shareholders at the AGM held on 29 March 2021, resolved to increase the total number of shares
to 502,998 shares. As of 31 December 2023, all shares under LTSIP 1 were vested.
On 22 December 2020, the Company’s Board of Directors approved the second Long-Term Share Incentive Plan (LTSIP 2)
with a total of 101,996 shares to be vested to employees during 2021-2024. On 20 September 2021, the Directors of the
Company, based on the authorisation given by shareholders at the AGM held on 29 March 2021, resolved to increase the total
number of shares to 193,668 shares. As of 31 December 2023, a total number of 152,419 shares were vested to management
and employees. As of 31 December 2024, a total number of 25,644 shares were vested to management and employees. The
share-based payments are recognised at the market value of the shares at the grant date.
In 2024 the Company did not carry out any share buybacks (2023: 15,239 shares). The treasury shares acquired and held in
2023 were sufficient to finalise the existing Company’s Management Incentive Program, which provided for the last share
award in June 2024. These shares were recorded under “Treasury Shares Reserves”.
On 17 June 2024, the Company transferred free of charge to its management and employees 25,644 shares with a total value
of RON 389,789 (2023: 101,047 shares with a total value of RON 1,535,914). After this vesting, the second Long-Term Share
Incentive Plan for years 2020-2024 ended.
Stock options
Based on the authorisation received from shareholders in the Annual Shareholders Meetings of 14 June 2018, 25 April 2019
and 29 April 2020, the Board of Directors approved on 25 March 2021 the Long-Term Stock Option Plan (LTSOP) for the
period 2021-2030, by which the Company may grant to the Participants a maximum number of:
• 1,000,000 stock options at an exercise price of RON 10 per share;
• 1,250,000 stock options at an exercise price of RON 15 per share; and
• 1,500,000 stock options at an exercise price of RON 20 per share.
The exercise period for all stock options expires on 30 March 2030. The awards are equity-settled and are subject to service
and non-market performance conditions. The awards do not include market conditions within the meaning of IFRS 2.
During 2025, nineteen participants exercised a total of 1,307,300 stock options (2024: 674,000 options at an exercise price o f
RON 10 per share). Of the options exercised during 2025, 98,500 were at an exercise price of RON 10 per share, 1,090,800
at RON 15 per share, and 118,000 at RON 20 per share.
Of the total options exercised in 2025, 31,500 were exercised through cash payment at the respective exercise prices. For the
remaining 1,275,800 options, participants elected the discounted exercise method. Under this method, a net number of
346,150 shares was issued, representing the intrinsic value of the exercised options. Upon exercise, share capital is increased
by the nominal value of shares issued, any excess is recognised in share premium, and amounts previously recognised in the
share-based payment reserve are reclassified within equity.
Thus, on 13 November 2025 the Directors of the Company unanimously resolved that, based on the authority granted by the
Company’s shareholders, as per resolution dated 23 May 2025, the Company be authorised:
i) to issue and allot additional 7,500 shares of nominal value EUR 0.01 each, issued at a premium of EUR 1.95672
for a total subscription amount of RON 75,000.00 (equivalent of EUR 14,675.40).
ii) to issue and allot additional 24,000 shares of nominal value EUR 0.01 each, issued at a premium of EUR
2,94008 for a total subscription amount of RON 75,000.00 (equivalent of EUR 70,561.92).
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iii) to issue and allot, free of charge and by using its share premium reserves, the additional 346,150 shares of
nominal value EUR 0.01 each, issued at a discount of EUR 0.01 (total issuance price is zero).
The weighted-average share price at the date of exercise for the stock options exercised during 2025 was RON 20.56 per
share.
The table below summarises the movements in stock options forming part of the Program 2020-2024 between 1 January 2024
and 31 December 2025, including the weighted-average exercise price:
Stock options
with exercise
price @RON 10
Stock options with
exercise price
@RON 15
Stock options with
exercise price
@RON 20
Weighted
average
exercise price
Outstanding Stock
Options @
01.01.2025
98,500
1,090,800
1,291,600
-
Stock options granted
during the year
-
-
-
-
Stock options
exercised
98,500
1,090,800
118,000
15.07
Outstanding Stock
Options @
31.12.2025
-
-
1,173,600
Outstanding Stock
Options @
01.01.2024
772,500
1,090,800
1,291,600
-
Stock options granted
during the year
-
-
-
-
Stock options
exercised
674,000
-
-
10.00
Outstanding Stock
Options @
31.12.2024
98,500
1,090,800
1,291,600
At 31 December 2025, the only stock options outstanding under the Program 2020–2024 were 1,173,600 options with
an exercise price of RON 20 per share. These options expire on 30 March 2030 and had a weighted-average remaining
contractual life of approximately 4.25 years at the reporting date. At 31 December 2024, the outstanding stock options under
the Program 2020–2024 had exercise prices ranging from RON 10 to RON 20 per share and a weighted-average remaining
contractual life of approximately 5.25 years. No stock options under the Program 2020–2024 were granted, forfeited,
cancelled or expired during 2025.
2
nd
Management incentive programs approved for period 2024-2027
On 22 May 2024, the Company’s shareholders approved the Management Incentive Program 2024-2027 mainly targeting
members of the Group’s senior management team and the performance criteria for the award of up to 802,000 shares in the
Company to the Beneficiaries (“the Program 2024-2027”).
The Program 2024-2027 comprises the following:
• award of up to 802,000 shares of the Company to the Beneficiaries, free of charge, with annual vesting (i.e. one
quarter vests at the end of each year), subject to relevant performance indicators; and
• award of stock options to the Beneficiaries in the following amounts: up to 802,000 options at a strike price of RON
15, 1,002,000 options at a strike price of RON 20 and 1,203,000 options at a strike price of RON 25.
The PSU awards are subject to both service and non-market performance vesting conditions. Vesting occurs annually,
provided the participant remains in continuous service and at least three out of five KPI targets set under the Program are
achieved. The relevant KPIs include revenue growth, EBITDA growth, EBITDA margin, net income margin and return on
equity. For the vesting date of 22 August 2025, management assessed the relevant KPIs and concluded that the vesting
conditions were met. The PSO awards are subject to service conditions only and become exercisable in accordance with the
contractual exercise schedule, provided the participant remains in continuous service and no cancellation event has occurred.
The awards do not include market conditions within the meaning of IFRS 2.
The table below summarises the movements in stock options forming part of the Program 2024-2027 between 1 January 2025
and 31 December 2025, including the weighted-average exercise price:
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Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nomina l
value of shares. Share premium account can only be resorted to limited purposes, which do not include the distribution of
dividends and is otherwise subject to the fs of the Cyprus Companies Law on reduction of share capital.
Stock
options
with
exercise
price
@RON 15
Stock
options
with
exercise
price
@RON 20
Stock options
with exercise
price @RON
25
Total
Stock
options
Weighted
average
exercise
price
Outstanding Stock
Options @ 01.01.2025
676,748
863,088
1,000,008
2,359,844
-
Stock options granted
during the year
51,450
53,170
55,046
159,666
-
Stock options
exercised
70,298
-
-
70,298
15.00
Stock options forfeited
during the year
-
-
-
-
-
Stock options expired
during the year
-
-
-
-
-
Outstanding Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Exercisable Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Each exercise of PSOs may occur via one of the following methods, at the option of the Participant in accordance with the
terms of the Program and the Offer Letter:
• Discounted Exercise: PSOs granted under this option may be exercised without payment of the exercise price, which
is set off against the reference market price.
• Exercise against Payment: PSOs granted under this option may be exercised based on payment by the Participant
of the exercise price as stipulated in the Exercise Application.
The exercise period for all stock options expires on 21 August 2034. For stock options outstanding at 31 December 2025
under the Program 2024-2027, the range of exercise prices was RON 15 to RON 25 per share and the weighted-average
remaining contractual life was 8.65 years. No stock options under the Program 2024-2027 were forfeited, cancelled or expired
during 2025. The weighted-average share price at the date of exercise for the stock options exercised under the Program 2024-
2027 during 2025 was RON 18.58 per share.
At the reporting date, the issued share capital of the Company comprised 41,011,780 ordinary shares with nominal value EUR
0.01 each. All issued shares are fully paid. All shares rank equally with regard to the Company’s residual assets. The holder s
of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the
Company.
11. COMMITMETS AND CONTINGENCIES
I) Capital commitments
According to the arrangements related to acquisition of subsidiary Angel’s Estate SA in Bulgaria, the Company is committed
to provide a EUR 6,000,000 loan during the years 2023-2025 for modernization of production facilities. During the period
2023-2024 the Company provided EUR 3,957,557. As at 31 December 2025, the full amount had been disbursed and,
accordingly, the Group had no remaining commitment under this arrangement.
II) Litigations and claims
The Group is involved in several litigations or disputes. The Group does not present information and did not set-up provisions
for these items, as the management assessed as remote the probability of outflow of economic benefits, because it considers
unlikely unfavourable outcome of the litigations.
III) Fiscal environment
The tax laws and regulations in Romania, Moldova, Bulgaria, and Cyprus may be subject to change, and there may be changes
in interpretation and enforcement of tax law. The tax systems in these countries can be characterized by numerous taxes and
frequently changing legislation, open to interpretation and which, in some cases are conflicting. These changes in tax law
and/or interpretation and enforcement of the tax law may be difficult for the Group to predict, and the Group may therefore
be unprepared for these changes. As a result, the Group may face increases in taxes payable if tax laws or regulations are
modified by the competent authorities in an adverse manner or are interpreted in a way that is different from Group’s
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interpretation. This could have a material adverse effect on the Group’s financial statements, due to possible additional tax
liabilities, including fines, penalties and charged interest.
Tax audits consist of detailed verifications of taxpayers accounting records. These audits sometimes take place months, or
even years, after the date tax liabilities have been established. Tax returns may be subject to revision and corrections by tax
authorities, generally for a five-year period after they are completed in Romania and Bulgaria, a four-year period in the
Republic of Moldova and six years in Cyprus.
Consequently, companies may be found liable for significant taxes and fines. The Group regularly assesses tax risks and
establishes tax provisions, which represent management’s best estimate. Furthermore, also based on consultations with
relevant tax advisors, management believes that it has adequately provided for tax risks and liabilities. However, the
interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the
authorities were successful in enforcing their interpretations, could be significant.
12. SUBSEQUENT EVENTS
There were no material subsequent events after the reporting period, except:
Change in the composition of the Board of Directors
Effective 30 January 2026, Mr Alexandru Filip submitted his resignation as a member of the Board of Directors. Following
his resignation, the Board comprises six members (previously seven).
Share capital increase and share allotments
On 19 January 2026, the Board of Directors approved an increase in the Company’s share capital through the issuance of
124,602 ordinary shares with a nominal value of EUR 0.01 each, resulting in a total nominal increase of EUR 1,246.02. The
share capital increase was undertaken solely to settle obligations arising from PSU and PSO arrangements following the
amicable termination of the mandate of Mr Alexandru Filip.
On 6 February 2026, the Board of Directors approved the free-of-charge allotment of 7,739 ordinary shares with a nominal
value of EUR 0.01 each to Mr Stefan Catrina, Strategy and Transformation Director, under the Management Incentive Plan
2024–2027. The s hares were funded from the Company’s share premium reserve and were issued exclusively in settlement
of rights arising from PSU and PSO arrangements.
On 9 February 2026, the Romanian Financial Supervisory Authority issued the Certificate of Registration of Financial
Instruments No. AC-4603-8/09.02.2026 in connection with the above share capital increase.
M&A update
On 18 March 2026, the Company announced the signing of the contractual documentation for the acquisition of 100% of
SERVE Ceptura SRL, a Romanian winery located in Dealu Mare. SERVE manages approximately 60 hectares of vineyards,
produces around 0.5 million bottles annually, and adds complementary production capacity in immediate proximity to Crama
Ceptura, located about 1.5 km away. Completion remains subject to the required corporate and regulatory approvals, including
CEISD clearance in Romania.
On 3 April 2026, the Company further announced that Crama Ceptura had signed an agreement for the acquisition of 100%
of CaraprodVin SRL in Vrancea, including a primary vinification platform and 33.18 hectares of vineyards. Completion of
this transaction is also subject to customary legal and regulatory requirements. Taken together, these transactions are intended
to strengthen the Group’s Romanian platform through additional vineyard resources, complementary production capabilities
and a broader presence across two important Romanian wine region.
13. DIVIDENDS
On 26 February 2026, the Board of Directors approved an updated Dividend Policy, under which, starting with the 2025
financial year, the Group’s consolidated net profit will be retained to support internal investments, and dividend distributi ons
are not anticipated, unless the Board of Directors decides otherwise. The decision reflects the Group’s expected CAPEX
commitments, working capital needs and financing requirements over the coming years
14. SHARES BUY-BACK
During 2025 the Company did not carry out any share buybacks.
15. RELATED PARTIES TRANSACTIONS
Disclosed in Note 31 to the consolidated financial statements and Note 20 to the separate financial statements.
Krzysztof Grabowski
Chairman of the Board of Directors
30 April 2026
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23 | Management Report
ANNEX 1
Statement on Corporate governance pursuant to Section 151(2) of the Cyprus Companies Law, Cap.113 (the
“Companies Law”)
Pursuant to Section 151(2) of the Cyprus Companies Law, Cap. 113, the Company presents this Statement on Corporate
Governance (the “Statement”), which addresses the matters required to be disclosed under the applicable provisions of the
Companies Law.
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1 Paragraph 2a(i) of Section 151 of the Companies Law
Reference to the corporate governance code to which the Company is subject, including where the relevant text is publicly
available
The Company’s shares have been listed on the Bucharest Stock Exchange (“BVB”) since 15 February 2018. The Company
is subject to and applies the Corporate Governance Code of the Bucharest Stock Exchange (the “BVB Code”), as revised and
effective from 1 January 2025. The BVB Code is publicly available on the BVB website under the Regulations section.
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2 Paragraph 2a(ii) of Section 151 of the Companies Law
Where a company, in accordance with its national law or the law of the member state relating to the corporate governance
code to which it is subject or which it has voluntarily decided to apply, departs from such corporate governance code, it
shall specify the parts of the code from which it departs and the reasons for doing so.
Since the admission of its shares to trading on the Bucharest Stock Exchange on 15 February 2018, the Company has applied
the Corporate Governance Code of the Bucharest Stock Exchange (the “BVB Code”).
For the financial year ended 31 December 2025, the Company has applied the BVB Code and provides details on the extent
of its compliance, including any instances of partial compliance, in the Statement of Compliance with the BVB Code, which
forms part of this Annual Report.
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3 Paragraph 2a(iii) of Section 151 of the Companies Law
Where a company has decided not to apply any of the corporate governance provisions stated above it explains the reasons
for doing so.
The Company has adopted the BVB Corporate Governance Code in whole and there is full and compliance, except in relation
to two provisions noted in the previous section.
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4 Paragraph 2a(iv) of Section 151 of the Companies Law
Description of the main features of the company’s internal control and risk management systems in relation to the financial
reporting process.
The Company is a Cypriot registered legal entity, and the Home Member State of the Company is the Republic of Cyprus. In
relation to its financial reporting process, the Company applies the relevant provisions of the Transparency Requirements
(Securities A dmitted to Trading on a Regulated Market) of 2007 as amended of the Republic of Cyprus (the “Transparency
Law”), and of the Cyprus Companies Law, Cap. 113. The Transparency Law prescribes the publication of the Annual
Financial Report and of the Half-Yearly Financial Report. Issuers whose titles are admitted to trading on a regulated market,
such as the Company, are obliged to prepare and disclose such information in accordance with the provisions and the time
schedules stipulated in Part II of the Transparency Law. Moreover, and as stipulated in Part II of the Law, the financial reports
of the Company and of the Group are prepared based on the applicable International Accounting Standards, as well as the
provisions of the Companies Law, Cap. 113 in order to provide a true and fair picture of the financial affairs of the Company
and the Group, respectively. Further, the Company prepares and publishes quarterly financial reports and preliminary results
for the year, also applying the relevant International Accounting Standards.
The Company Secretary and the professional advisers of the Company assist the Board of Directors towards ensuring the
lawful drafting, preparation, compilation and publication of the required periodic information.
The Compliance Officers of the Company in relation to the obligations of the Transparency Law ensure the timely publication
of the necessary periodic information, and that this information includes the information required by the Transparency Law.
This information is disclosed in accordance with the manner and time schedules set out in the Transparency Law and the
relevant Transparency Directives. The Company also retains legal professionals based in Bucharest, Romania, advising it on
the disclosure and transparency obligations emanating from the listing of the Company titles on the Bucharest Stock
Exchange.
Audit Committee
In addition to the above, and in line with the relevant provisions of the Cypriot Auditors Act of 2017 and of the BVB Corporate
Governance Code which stipulate that listed companies should have an Audit Committee for the purposes of, between others,
the monitoring of the financial reporting process, and the statutory audit of the annual consolidated financial statements, the
Board of Directors has created an Audit Committee comprising of four non-executive directors, three of which are
independent, and the Chairperson is a non-executive, independent director. Further details are provided below under the
heading of “The composition and operation of the administrative, management and supervisory bodies of the issuer and their
committees”.
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5 Paragraph 2a(v) of Section 151 of the Companies Law
Where the total or a part of the securities of the company are admitted to trading in an organized market, the company
publishes detailed information as to the following:
(aa) The major direct or indirect shareholdings (including indirect shareholdings through pyramid structures and
cross-shareholdings)
See the relevant disclosures in the Management (Directors’) Report under “Shareholders and Issued Capital”.
(bb) The holders of any securities with special control rights and a description of those rights
The Company has no holders of any securities with special control rights.
(cc) Any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number
of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial
rights attaching to securities are separated from the holding of securities
There are no restrictions on voting rights.
(dd) The rules governing the appointment and replacement of board members and the amendment of the Articles of
Association
Prior to the listing of the Company’s shares, the Company was managed by professional directors. According to Regulation
111 of the Articles of Association of the Company (the “Articles”), the Board of Directors may at any time appoint any person
to the office of director either to fill a vacancy or as an additional director. Regulation 84 of the Articles provides that, unless
otherwise required by law, the minimum number of directors of the Company shall be five, the majority of whom shall be
non-executive and at least two of whom shall be independent. Accordingly, since listing on 15 February 2018, the Company
has taken the relevant steps to comply with Regulation 84 of the Articles as well as with the relevant provisions of the BVB
Corporate Governance Code.
As at 31 December 2025, the Board of Directors comprised seven members, the majority of whom were non-executive
directors, with four independent, non-executive directors. During the year, the composition of the Board was updated
following the Annual General Meeting held on 23 May 2025 and the Extraordinary General Meeting held on 15 December
2025, in accordance with the Articles of Association and the resolutions adopted by shareholders.
According to Regulation 111 of the Articles, non-executive directors appointed by the Board hold office until the next
following Annual General Meeting, at which their positions are vacated. The Annual General Meeting may, in accordance
with Regulation 110 of the Articles, appoint by ordinary resolution any person to the office of director to fill a vacancy or as
an additional director.
Pursuant to Regulation 108 of the Articles, a person may be appointed (or re-appointed) as a director at a general meeting of
the Company where:
(a) that individual is recommended by the Board of Directors or by a committee duly authorized by the Board for that
purpose; or
(b) no less than seven nor more than 42 days before the date appointed for the AGM, shareholder(s) representing at
least 5% of the total voting rights in the share capital of the Company give notice of their intention to propose an
individual for appointment (or re-appointment).
Pursuant to Regulation 109 of the Articles, not less than three nor more than 21 days before the AGM, notice shall be given
to all shareholders entitled to receive notice of every person recommended by the Board of Directors or the relevant
committee, and of every person in respect of whom due notice of intention to propose has been given to the Company.
Pursuant to Regulation 110 of the Articles, the General Meeting may, by ordinary resolution and subject to the applicable
provisions of the Cyprus Companies Law, Cap. 113, appoint any person to the office of director either to fill a vacancy or as
an additional director, and may also remove any director from office.
Rotation of non-executive Directors
Pursuant to Regulation 106 of the Articles, at each AGM, one-third of the directors (or, if their number is not a multiple of
three, the number nearest to but not exceeding one-third) retire by rotation, provided that the directors to retire are those who
have been longest in office since their last appointment or re-appointment. As between individuals appointed on the same
day, the directors to retire are determined by lot, unless they otherwise agree among themselves.
Executive directors are not subject to retirement by rotation.
On the basis of Regulation 106 of the Articles, at the Annual General Meeting held on 23 May 2025, two non-executive
directors retired by rotation and offered themselves for re-election, and were subsequently re-elected by shareholders.
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29 | Management Report
6 Paragraph 2a(vi) of Section 151 of the Companies Law
The composition and operation of the administrative, management and supervisory bodies of the issuer and their
committees.
6.1 The Board of Directors
The Composition of the Board in the financial year that ended on 31 December in 2025:
1. Mr. Victor Bostan, executive director
2. Mr. Alexandru Filip, executive director, Chief Executive Officer
3. Ms. Paula Catalina Banu, independent, non-executive director
4. Ms. Raluca Ioana Man, independent, non-executive director
5. Mr. Krzysztof Grabowski, non-executive director
6. Ms. Marta Pawinska, non-executive director
7. Mr. Alin Visan, non-executive director
During the financial year, the composition of the Board changed following the Annual General Meeting held on 23 May 2025
and the subsequent governance changes approved on 15 December 2025, resulting in a revised Board structure by year-end.
Competences and operation of the Board
The powers and duties of the Directors are set out in Regulations 91–96 of the Articles of Association of the Company, while
the rules governing the proceedings of the Board are set out in Regulations 113–120 of the Articles of Association.
According to the Articles of Association, the Board is vested with the broadest powers to perform all acts necessary or usefu l
for accomplishing the Company’s purposes. All powers not expressly reserved by the Cyprus Companies Law, Cap. 113 or
by the Articles of Association to the General Meeting of shareholders may be exercised by the Board.
The Board provides effective oversight, control and strategic direction over the activities of the executive management of th e
Company.
Conflicts of interest
The rules governing the handling of conflicts of interest are set out in Regulations 95–96 of the Articles of Association of the
Company.
Internal Regulation, functioning and evaluation of the Board
In line with the BVB Corporate Governance Code, the Board has adopted an Internal Regulation, supplementing the relevant
legal and regulatory provisions and the Company’s Articles of Association.
The Internal Regulation addresses, among others, the composition and operation of the Board and its Committees. Board
meetings are convened by the Chairperson or by any Director through the Company Secretary and are presided over by the
Chairperson. The Board meets at least once per quarter, and more frequently where required in the interests of the Company.
The Company has also adopted a Board Evaluation Policy and other governance documents, which are available on the
Company’s website under Investor Relations / Corporate Governance.
Delegation of Directors’ powers to committees
In accordance with the Articles of Association, the Directors may delegate any of their powers to committees consisting of
such directors or other persons as they may determine.
In order to support the efficient discharge of its responsibilities, and in line with the relevant provisions of the BVB Corporate
Governance Code, the Board has established the following committees:
- the Audit Committee
- the Nomination and Remuneration Committee
- the Environment, Social and Governance (ESG) Committee
These committees deal with matters within their respective areas of competence and present recommendations and reports on
which the Board may base its decisions and actions. All members of the Board retain the same responsibility for decisions
taken, irrespective of whether a matter has been reviewed by a committee.
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6.2 The Audit Committee
Composition of the Committee as at 31 December 2025
As at 31 December 2025, the Audit Committee comprised the following members:
- Chairperson: Ms. Marta Pawinska (non-independent, non-executive director)
- Members:
o Ms. Raluca Ioana Man (independent, non-executive director)
o Ms. Paula Catalina Banu (independent, non-executive director)
The composition of the Audit Committee was updated during the year in line with changes to the Board of Directors.
Competences and operation of the Audit Committee
The Audit Committee has a monitoring and advisory role and assists the Board in carrying out its duties related to:
- the financial reporting process
- internal control and risk management systems
- the statutory audit of the annual consolidated financial statements
The Audit Committee pays due regard to the relevant provisions of the BVB Corporate Governance Code, the Cyprus
Auditors Act of 2017, its internal regulations and other relevant governance documents of the Company. In the exercise of
its duties and responsibilities, the Audit Committee is informed by the external auditors in relation to the audit program,
monitors the audit process, and meets as necessary to review draft financial statements and discuss the results of the statutory
audit before reporting to the Board.
6.3 The Nomination and Remuneration Committee
Composition of the Committee as at 31 December 2025
As at 31 December 2025, the Nomination and Remuneration Committee comprised the following members:
- Chairperson: Ms. Alin Visan (independent, non-executive director)
- Members:
o Ms. Paula Catalina Banu (independent, non-executive director)
o Ms. Raluca Ioana Man (independent, non-executive director)
o Ms. Marta Pawinska (non-independent, non-executive director)
The composition of the Committee was updated during the year in line with changes to the Board of Directors.
Competences and operation of the Committee
The Nomination and Remuneration Committee has an advisory role and assists the Board in matters relating to:
- nomination and appointment of directors
- Succession Planning
- remuneration policy and incentives
- broader corporate governance matters
The Committee operates in accordance with the BVB Corporate Governance Code, applicable laws and regulations, the
Company’s internal governance framework and its own internal regulations.
6.4 The Environment, Social and Governance (ESG) Committee
Composition of the Committee as at 31 December 2025
As at 31 December 2025, the ESG Committee comprised the following members:
- Chairperson: Ms. Raluca Ioana Man (independent, non-executive director)
- Members:
o Ms. Paula Catalina Banu (independent, non-executive director)
o Mr. Alexandru Filip (executive director)
o Mr. Alin Visan (non-executive director)
The composition of the ESG Committee was updated during the year in line with changes to the Board of Directors.
Competences and operation of the Committee
The ESG Committee has an advisory role. Its purpose is to assist the Board and provide oversight, guidance and direction on
environmental, social and governance matters relevant to the Company’s operations and business strategy. It supports the
integration of ESG factors into the Company’s decision-making processes and contributes to the monitoring and development
of the Company’s ESG performance and governance practices.
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7 Paragraph 2a(vii) of Section 151 of the Companies Law
A description of the diversity policy applied in relation to the undertaking's administrative, management and supervisory
bodies with regard to aspects such as, for instance, age, gender, or educational and professional backgrounds, the
objectives of that diversity policy, how it has been implemented and the results in the reporting period.
If no such policy is applied, the statement shall contain an explanation as to why this is the case.
The Company does not have in place a special policy in relation to diversity of the Board of Directors. The Company considers
that the current composition of the Board of Directors includes diversity in relation to age, gender, educational and
professional background of its members.
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SUSTAINABILITY STATEMENT
7. ESRS 2 GENERAL DISCLOSURES
7.1. Basis for preparation
BP-1 – General basis for preparation of sustainability statements
BP-1.5:
Purcari Wineries Public Company Limited (hereinafter “the Company” or “Purcari” or “Purcari Wineries”, and collectively
with its subsidiaries “the Group” or “Purcari Group” or “Purcari Wineries Group”) has prepared the Sustainability Statement
for the period 1 January 2025 – 31 December 2025 on a consolidated basis, covering the same scope and period as for the
financial statements. The table below presents entities part of the Group as of 31 December 2025:
Company name
Country of
Incorporation
Principal activity
1
Purcari Wineries Public Company Limited
Cyprus
Holding company
2
Vinorum Holdings Ltd
Cyprus
Holding company
3
West Circle Ltd
Cyprus
Holding company
4
Crama Ceptura SRL
Romania
Production, bottling and sales of wine
5
Vinoteca Gherasim Constantinescu SRL
Romania
Cultivation of grapes
6
Vinaria Bardar SA
Republic of Moldova
Production, bottling and sales of divin
7
Vinaria Bostavan SRL
Republic of Moldova
Production, bottling and sales of wine
8
Vinaria Purcari SRL
Republic of Moldova
Production, bottling and sales of wine
9
Domeniile Cuza SRL
Republic of Moldova
Production, bottling and sales of wine
10
Casa Purcari SRL
Republic of Moldova
Hospitality (Bar & Restaurant)
11
Fundatia Purcari AO
Republic of Moldova
Charity
12
Purcari Wineries Ukraine LLC
Ukraine
Trading & Marketing
13
Angel’s Estate SA
Bulgaria
Production, bottling and sales of wine
14
HTA Purcari Icecek Dis Ticaret Limited
Sirketi
Turkey
Trading & Marketing
15
Vintech Innovations SRL
Republic of Moldova
IT services
16
Timbrus Estate SRL
Republic of Moldova
Production, bottling and sales of wine
17
Les Terres Noires SRL
Republic of Moldova
Cultivation of grapes
None of the entities listed above are exempt from being included in the consolidated sustainability reporting as required by
Articles 19a (9) or 29a (8) of Directive 2013/34/EU.
For the metrics included in the report, some subsidiaries with no or limited operational activity during the reporting period
have been excluded from the Sustainability Statement, as their impact on the Group’s sustainability performance is not
material. These include: Vinorum, West Circle, Ecosmart Union SA (as of July 2024), Domeniile Cuza (the company rents
and uses resources from Vinaria Bostavan), Casa Purcari (not yet operational), Purcari Foundation (due to its size, uses
resources from Vinaria Purcari) Purcari Wineries Ukraine, HTA Purcari Icecek Dis Ticaret Limited Sirketi, Vintech
Innovations SRL and Les Terres Noires .
This report also considers the activities carried out on upstream and downstream of the Group. This includes important
suppliers of raw materials and production inputs, all types of components elementary for the business and distributors and
vendors of the Group’s products. These streams are extremely important for the core business; reason why important
materiality areas were extended on these. The Group’s policies, actions and targets (if case) presented in the sustainability
statements do not extend to the value chain.
The Group has not made use of the option of excluding information related to intellectual propriety, proprietary know-how,
or innovation outcomes, considering the ESRS 1 section 7.7.
The Group has not applied any exemptions related to impending developments or matters under negotiation, as provided
under Articles 19a(3) and 29a(3) of Directive 2013/34/EU.
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Disclaimer regarding Maspex Group
During the reporting period, changes in the shareholder structure of the Group occurred following the acquisition of a
majority stake by Maspex Group, as detailed in the Management Report – section Developments in 2025. As of the
reporting date, the integration process is ongoing.
Any potential future changes resulting from the integration within Maspex Group, including governance, strategy or
reporting processes, will be assessed and reflected in future reporting periods, as relevant.
BP-2 – Disclosures in relation to specific circumstances
BP-2.9:
The Group applies the time horizons defined under ESRS 1, section 6.4, and has not deviated from the standard definitions
of short-, medium- and long-term horizons. Respectively, the short-term horizon corresponds to the reporting period used in
the financial statements, the medium-term horizon covers the period from the end of the short-term up to five years, and the
long-term horizon refers to periods exceeding five years.
BP-2.10:
Certain metrics disclosed in this Sustainability Statement include estimations:
In particular, this applies to:
• Greenhouse gas (GHG) emissions – for which estimation relates to upstream and downstream value chain emission
factors (for which sector averages were used), due to limitations in the availability and maturity of data collection
systems.
• Greenhouse gas (GHG) emissions Scope 3 – for use of proxy data (spend based) for specific categories as described
in E1-6 of the Climate change chapter.
These metrics are calculated using:
• Internal operational data where available;
• Estimation methodologies aligned with the GHG Protocol, as presented in section E1-6 of the Climate change
chapter;
• Where necessary, secondary data sources, including emission factors, industry averages and recognised databases,
as presented in section E1-6 of the Climate change chapter.
• For Scope 3, where necessary, spend based data as a proxy data for activity data.
To improve data quality and accuracy, the Group plans to:
• Progressively increase the share of primary data collected from suppliers and partners;
• Enhance internal data collection and validation processes;
• Implement more structured data management systems at Group level in future reporting periods.
Currently, the Group does not systematically apply additional quantified environmental indicators for suppliers and indirect
operation beyond GHG-related metrics. This reflects the limited availability of primary data from suppliers and the early
stage of development of value chain environmental data collection processes.
The Group intends to progressively expand the scope of environmental indicators in the value chain as data availability and
supplier engagement improve in future reporting periods.
BP-2.12:
The Sustainability Statement includes forward-looking information, including planned actions and expected developments.
Such information is inherently subject to uncertainty, as it depends on future events, external conditions and the evolution of
internal processes. Actual outcomes may differ from those anticipated.
Information derived from other legislation or generally accepted sustainability reporting standards
Purcari integrates into its sustainability statement information related to other industry-specific standard, in particular through
the implementation and maintenance of ISO-type certifications.
In determining the disclosures in the Sustainability Statement, the Group may interpret undefined legal and other terms.
Undefined legal and other terms may be interpreted differently, including the legal conformity of their interpretation and,
accordingly, are subject to uncertainties.
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BP-2.13.
For the reporting year 2025, the Group has enhanced the structure and content of its Sustainability Statement to align with
the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting
Standards (ESRS).
Changes include:
• Improved clarity and consistency of disclosure;
• Disclosure of ESRS metrics not previously reported such as S1-11 – Social protection, S1-14 – Health and safety
metrics, S1-17 - Incidents, complaints and severe human rights impacts and G1-4 – Incidents of corruption and
bribery.
Also, the current sustainability statements presents comparative information where available for comparability purposes. The
comparative information is determined by using same methodologies as the one applied for the 2025 reporting period.
BP 2.17.
The following phased-in disclosure provisions have been applied during the preparation of this sustainability statements:
• Disclosure of anticipated financial effects of material risks and opportunities, taking into consideration its
strategy to manage material risks and opportunities (ESRS 2 SBM-3)
• Disclosure of the anticipated financial effects from material physical and transition risks and potential climate-
related opportunities (E1-9);
• Anticipated financial effects from water and marine resources-related impacts, risks and opportunities (E3-5);
• All disclosure requirements in relation to material topic ESRS E4 Biodiversity and ecosystems.
• Disclosure related to targets, action effectiveness tracking and quantitative outcome-based indicators (S1-5)
ESRS E4 Biodiversity and ecosystems
All disclosure requirements related to ESRS E4 Biodiversity and ecosystems have been subject to phase-in provisions,
reflecting the early stage of development of the Group’s biodiversity-related framework, including data collection, assessment
methodologies and governance processes.
The Group did no developed policies and actions related to the material impacts, risks and opportunities related to biodiversite
and ecosystems.
The Group’s approach to biodiversity and ecosystems is currently based on a combination of operational practices, pilot
initiatives and research-driven projects, rather than a fully formalised ESRS-aligned action framework.
During the reporting period, Purcari Wineries Group continued to implement and expand several biodiversity-related
initiatives, with a particular focus on vineyard ecosystems, soil health and agroecological practices.
A key development in 2025 was the implementation of a structured biodiversity monitoring programme at Château Purcari,
carried out in collaboration with external partners (Every1Counts platform). The monitoring was conducted over a period of
approximately 234 days (May 2025 – January 2026), using a network of 12 monitoring hotspots equipped with camera traps
and acoustic sensors.
Monitoring combined artificial intelligence tools (e.g., BirdNET, Megadetector, Kaleidoscope) with expert validation to
detect birds, bats and large fauna. This supported an improved understanding of ecosystem dynamics and biodiversity
baselines.
The results of this programme indicate a well-functioning agro-ecosystem with observable biodiversity presence:
• 28 terrestrial species were identified through camera monitoring;
• 153 bird species were detected through acoustic analysis;
• the presence of both predators and herbivores confirms the existence of active trophic chains and ecosystem stability;
• the identification of the European Turtle Dove (a globally vulnerable species) highlights the conservation relevance
of the site;
• biodiversity is spatially structured across the estate, with identified high-diversity core zones and lower-diversity
peripheral areas.
These findings confirm that the vineyard landscape functions as a complex agro-forest ecosystem with moderate to high
biodiversity and good ecological balance.
In parallel, the Group continued to implement and expand existing biodiversity-related initiatives, including:
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• Rara Neagra 2.0 Project – a long-term initiative focused on the conservation and enhancement of the genetic
diversity of indigenous grape varieties through polyclonal selection. The project contributes to biodiversity
preservation, climate resilience and reduced reliance on chemical inputs.
• ECOBOOST (UV-C technology) – implementation of innovative viticulture technologies aimed at reducing
phytosanitary treatments. Field trials indicate a reduction of approximately 40% in chemical inputs, supporting soil
health and reducing environmental impact.
• Agroecological practices – including grass seeding between vineyard rows, reintegration of organic residues into
soils, contributing to improved soil structure, carbon sequestration and habitat stability.
• Vineyard ecosystem management practices – including maintenance of hedgerows, forest edges and
microhabitats, supporting landscape heterogeneity and biodiversity resilience (Hamza forest).
At this stage, biodiversity-related actions are implemented at operational level and through project-based initiatives, without
being consolidated into a formal ESRS-aligned action plan or supported by quantified Group-level targets.
The Group intends to further structure these actions following:
• the planned reassessment of the Double Materiality Assessment (DMA); and
• the alignment of sustainability priorities with the updated governance structure and strategic direction.
At the reporting date, the Group has not established formal, ESRS-aligned biodiversity and ecosystems targets at Group level.
Existing initiatives (such as Rara Neagra 2.0 and ECOBOOST) include project-level objectives and expected outcomes (e.g.
reduction in phytosanitary inputs, conservation of genetic diversity), however these are not yet formalised as Group-wide
measurable targets within a structured biodiversity framework.
7.2. Governance
GOV-1 – The role of the administrative, management and supervisory bodies
GOV-1.21a:
The governance structure of Purcari Wineries Group is described in detail in the Governance Chapter of this report.
Following the re-establishment of the Board of Directors as the Group's governing body on December 15, 2025, the Board’s
composition as of year-end (December 31, 2025) was as follows:
• Executive Directors: 2
• Non-executive Directors: 5
Following Mr. Alexandru Filip’s resignation from the Board of Directors, effective January 30, 2026, the number of members
of the Board of Directors is reduced to 6.
The Board composition combines executive and non-executive members to integrate direct operational insight with
independent oversight and diverse professional expertise.
The Group’s Board of Directors demonstrates relevant experience across:
• Wine production and viticulture;
• FMCG and international markets;
• Finance, legal and corporate governance;
Purcari Wineries Group has engaged external sustainability consultants to enhance its expertise and integrate sustainable
practices across the operations. These experts collaborate with our leadership to inform decision-making responsible with the
latest industry standards.
This combination supports effective supervision of the Group’s activities across its key markets (Moldova, Romania and
Bulgaria).
The Board’s diversity considerations include professional background, international experience and sector expertise.
GOV-1.21b; GOV-1.21c; GOV-1.21d:
Employees and other workers are not directly represented at Board level. Their interests are conveyed through:
• Line management structures;
• The Human Resources function;
• Ultimately, decision-making and internal governance processes are overseen by the Board of Directors (specifically
by the Nomination and Remuneration Committee).
In terms of gender diversity, as of December 31, 2025 there is a 57% male and 43% female presence at Board level, with an
average female-to-male ratio of 0.75. Following Mr. Filip’s resignation from the Board, effective January 30, 2026, there is a
50/50 male to female presence at Board level.
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The Board’s diversity considerations include professional background, international experience and sector expertise.
These elements contribute to balanced decision-making and broader strategic perspectives.
GOV-1.21e:
As of December 31, 2025, independent non-executive directors represented 29% of the Board. As of January 30, 2026,
independent non-executive directors represent 30% of the Board.
Independence is assessed based on formal criteria, and directors provide independence declarations upon appointment.
GOV-1.22:
GOV-1.22a:
As detailed in the Governance Chapter, the Board of Directors holds ultimate responsibility for overseeing:
• Strategy and business model alignment;
• Compliance with regulatory requirements;
• Impacts, risks and opportunities (IROs).
The responsibilities are embedded in:
• The Memorandum and Articles of Association;
• The Internal Regulation of the Board.
GOV-1.22b:
The Board is supported by specialised committees, for which a formal internal statute defining their responsibilities is to b e
defined.
However, each committee oversees the following:
• Audit Committee, oversees:
• Internal controls and financial reporting;
• Audit processes and compliance;
• Risk management systems.
• Nomination and Remuneration Committee, oversees:
• Board composition and succession planning;
• Remuneration policies;
• Alignment between incentives and long-term performance.
• ESG Committee, has an advisory role assisting the Board of Directors in matters related to:
• Sustainability strategy and reporting;
• ESG risks and opportunities;
• Integration of sustainability into decision-making.
The ESG Committee assists the Board in supervising sustainability-related disclosures, while final oversight remains with
the Board.
Composition of the Committee as at 31 December 2025
As at 31 December 2025, the ESG Committee comprised the following members:
• Chairperson: Ms. Raluca Ioana Man (independent, non-executive director)
• Members:
• Ms. Paula Catalina Banu (independent, non-executive director)
• Mr. Alexandru Filip (executive director)
• Mr. Alin Visan (non-executive director)
The composition of the ESG Committee was updated during the year in line with changes to the Board of Directors.
GOV-1.22c:
The Executive Management Team, led by the CEO is responsible for implementing the strategy approved by the Board,
integrating IRO management into daily operations, and ensuring compliance with internal policies and applicable legislation.
Responsibilities for managing IROs are allocated across functional leaders based on their areas of expertise, with overall
coordination ensured by the Executive Management Team. Governance processes, including risk identification, assessment
and monitoring, are embedded into operational activities and supported through regular cross-functional Senior Management
Team meetings.
Executive Management Team prepares quarterly reports or reports upon the request of the CEO on operational performance,
key risks and strategic initiatives. These are reviewed by the CEO and subsequently submitted to the Board of Directors (if
necessary), ensuring alignment between operational execution and Board-level oversight.
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The Executive Management Team works in close collaboration with the Board and its specialised committees (including the
Audit and ESG Committees), providing updates, recommendations and supporting decision-making related to material
impacts, risks and opportunities.
The Board of Directors maintains a supervisory role, monitoring management performance and ensuring that the Group’s
activities remain aligned with its strategic objectives, governance framework and regulatory requirements.
GOV-1.22d:
Targets related to material impacts, risks and opportunities (IROs) are developed collaboratively by functional specialists and
the Executive Management Team, ensuring alignment with the Group’s strategy and operational priorities.
The Executive Management Team, led by the CEO, is responsible for defining measurable and time-bound targets,
incorporating input from relevant departments and ensuring consistency across all companies within the Group.
The Board of Directors reviews and approves strategic and operational targets as part of the annual planning process. Progres s
towards these targets is monitored through regular reporting, including quarterly updates submitted to the Board. For the yea r
ended 31 December 2025, the Group did not set targets related to material impacts, risks and opportunities.
GOV-1.23a; GOV-1.23b:
The ESG Committee play a key role in supporting the Board by providing dedicated oversight of sustainability-related
matters, while internal functions and operational teams contribute to the implementation of sustainability practices across the
Group’s activities.
Sustainability considerations are also integrated into operational and innovation processes, ensuring alignment between
environmental and social objectives and the Group’s business development. This supports the management of climate-related
risks, resource efficiency, product quality and responsible sourcing practices.
The Group continues to strengthen its internal capabilities through access to external expertise (consultants) and intending to
organize targeted training and to gradually integrate sustainability matters into relevant roles.
GOV-2 – Information provided to, and sustainability matters addressed by the administrative, management and
supervisory bodies
GOV-2.26a:
Purcari Wineries maintains a structured, though evolving flow of information on material impacts, risks and opportunities
(IROs) to its administrative, management and supervisory bodies.
The Executive Management Team, led by the CEO, is responsible for preparing and consolidating information on
sustainability matters, including the implementation of due diligence processes and the performance of policies, actions,
metrics and targets, if applicable.
The Board of Directors and its Committees (in particular the Audit and ESG Committee) are informed on an ad-hoc basis,
where relevant developments, emerging risks or significant sustainability-related matters require timely attention.
Such updates may include information on material impacts, risks and opportunities, ongoing initiatives, and key developments
in relation to sustainability matters, depending on their relevance and urgency.
At present, sustainability-related reporting is not yet structured within a formal periodic reporting cycle. However, the Group
intends to progressively establish a more regular and structured communication framework, including periodic (e.g. quarterly)
reporting to the Board and its Committees, as part of the further integration of sustainability into governance processes and
decision-making.
GOV-2.26b:
As the Double Materiality Assessment (DMA) was performed for the first time in 2024, and in line with the Board’s resolution
of 6 February 2026, the Group updated the DMA in 2025 following the findings of the climate risk assessment performed in
2025 and peers analysis. Also plans to reassess the DMA during 2026. As a result, the identified IROs are not yet fully
embedded as primary drivers of the Group’s strategic decision-making framework.
Nevertheless, sustainability-related considerations are taken into account by the Board of Directors, where relevant, in areas
that may affect the Group’s operations, financial performance and value chain. This includes:
• Strategic planning, particularly in relation to operational resilience and long-term business development;
• Investment and acquisition decisions, where due diligence processes consider legal, operational and environmental
aspects.
These considerations are supported by input from the Executive Management Team, relevant Board Committees and, where
applicable, external analyses.
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GOV-2.26c:
During the reporting period, the Board of Directors and ESG Committee considered material impacts, risks and opportunities
(IROs) identified based on the results of the 2024 Double Materiality Assessment (DMA), together with subsequent updates
performed in 2025.
As previously noted, the DMA represents the Group’s first assessment under the ESRS framework and is subject to planned
reassessment in 2026, in line with the Board of Directors’ resolution dated 6 February 2026. Consequently, while these IROs
inform governance discussions, they are not yet fully embedded in strategic decision-making.
In addition, following analysis of peers’ sustainability statement and based on the resolutions of the ESG Committee and
Board of Directors, a climate-related risk related to drought and extreme weather events has been incorporated into the
material IRO list for the current reporting period. This inclusion is also supported by the findings of the climate risk
assessment performed in 2025.
During the reporting period, the addressed material impacts, risks and opportunities were:
• Climate-related risks, including drought and extreme weather events, which may affect grape yields, production
continuity and supply chain stability. These risks are managed through irrigation investments, geographic
diversification and climate-resilient viticulture practices.
• Biodiversity and soil health, addressed through sustainable vineyard management, replanting initiatives and soil
optimisation practices,
• Water use and resource efficiency, monitored through operational controls and infrastructure improvements.
• Workforce-related matters, including working conditions, employee development and local employment.
• Product quality, traceability and responsible marketing, ensuring consumer safety and compliance with regulatory
requirements.
• Governance and business conduct, including internal controls, compliance and transparency reporting.
GOV-3 – Integration of sustainability-related performance incentive schemes
GOV-3.29:
Purcari Wineries applies a remuneration framework for members of the Board of Directors consisting of:
• A fixed remuneration component, reflecting roles, responsibilities and experience;
• A variable remuneration component (annual bonus), linked to predefined performance indicators;
• Long-term incentive arrangements (e.g. share-based instruments), designed to align management interest with long-
term shareholder value.
These incentive schemes are governed by the Group’s Remuneration Policy and re primarily based on financial, operational
and strategic performance criteria.
For the reporting period, performance is not assessed against specific sustainability-related targets. As such, sustainability-
related performance metrics are not currently included as performance benchmarks in remuneration policies for members of
the administrative, management and supervisory bodies.
The terms of incentive schemes and remuneration policies are approved and periodically reviewed at Board level, with the
support of the Nomination and Remuneration Committee. The Executive Management Team contributes to the evaluation of
the effectiveness of incentive structures and provides input for potential adjustments, based on operational performance and
strategic priorities.
In addition to the governance and remuneration framework applied at Group level, Purcari Wineries operates through a
decentralised management structure across its subsidiaries.
Each production entity (winery) within the Group is managed by a General Manager, who is part of the Senior Executive
Team and reports directly to the Chief Executive Officer of Purcari Wineries Group. This ensures alignment between Group-
level strategic direction and operational execution at subsidiary level.
Sustainability-related matters are also addressed through this management structure. Site-level sustainability initiatives (e.g.
energy efficiency projects, photovoltaic installations, biodiversity-related practices) are primarily managed by the General
Manager of each subsidiary, with support from relevant Group-level functions, particularly those within Purcari Wineries
(e.g. production, engineering functions etc.)
The organisational structure and functional expertise of Vinaria Purcari serve as a reference model for the rest of the
companies within the Group. Key operational processes, including sustainability-related practices, are generally coordinated
and standardised at Group level and implemented across subsidiaries.
With respect to remuneration, there is no separate or localised remuneration framework at subsidiary level that incorporates
sustainability-related incentives, and no portion of variable remuneration is currently linked to sustainability or climate-
related targets across the Group.
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Forward-looking approach
The Group may assess the potential future integration of sustainability-related and climate related KPIs into incentive
schemes, taking into account the planned reassessment of the Double Materiality Assessment in 2026, evolving regulatory
expectations and the maturity of internal ESG processes.
GOV-4 – Statement on due diligence
Purcari Wineries Group’s sustainability due diligence process is still being developed.
The following table shows how and where the application of the main aspects and steps of the due diligence process are
reflected in the sustainability statement:
Core elements of due diligence
ESRS Disclosure
a
Embedding due diligence in governance, strategy and business model
ESRS G1-3, ESRS G1-4
b
Engaging with affected stakeholders in all key steps of the due diligence
ESRS S1-2
ESRS S4-2
c
Identifying and assessing adverse impacts
IRO1
SBM-3
d
Taking actions to address those adverse impacts
-
e
Tracking the effectiveness of these efforts and communicating
-
GOV-5 – Risk management and internal controls over sustainability reporting
GOV-5.36a:
At present, sustainability reporting is not supported by a stand-alone risk management or internal control framework dedicated
exclusively to sustainability reporting. The preparation of sustainability information is based on coordinated inputs from
multiple functional areas, including production, agriculture, human resources and legal functions.
GOV-5.36c:
The main risks identified in relation to sustainability reporting include:
• Risks related to data availability, consistency and completeness across entities;
• Risks related to the absence of fully standardised ESG data collection processes;
• Risks related to evolving regulatory requirements and interpretation of ESRS provisions.
Mitigation measures and related controls include:
• Central coordination of data collection by the Senior IR & ESG (1 FTE);
• Identification of internal data owners and contributors;
• Internal validation of reported information through management review processes.
These measures are aimed at improving data quality, traceability and consistency over time.
At the time of reporting, the metrics disclosed by the Group across all sustainability topics, including energy consumption,
GHG emissions, water consumption, workforce-related matters, and other ESG disclosures, have not been externally
validated by an independent body other than the Group’s statutory financial auditor and the designated assurance provider for
sustainability reporting.
Forward-looking development
Given the increasing relevance of ESG-related directives and reporting requirements, the Group plans to further strengthen
its internal control environment for sustainability reporting. This includes:
• Formalisation of ESG data governance structures;
• Enhancement of documentation and audit trail capabilities;
• Potential reinforcement of Board-level oversight of sustainability – related risks.
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7.3. Strategy
SBM-1 – Strategy, business model and value chain
This section presents the key elements of Purcari Wineries Group’s strategy, business model and value chain, and how these
relate to sustainability matters.
The section should be read together with:
• The Governance Chapter (oversight and decision-making);
• GOV-2 (information flows and IRO integration);
• IRO-1 (material impacts, risks and opportunities).
SBM-1.40a:
Purcari Wineries Group’s sustainability-related goals are integrated into its strategic pillars, as defined under the “2x by 200”
Strategy. These goals address product innovation, market development, stakeholder engagement and geographical expansion,
with an overarching focus on purpose-driven winemaking. Targeted outcomes include yield improvement, access to high-
quality grapes and the application of innovative practices across operations.
Sustainability-related goals are defined with a medium-term time horizon extending to 2027 and are operationalised across
the Group’s core geographies – Moldova, Romania and Bulgaria – reflecting both local operational priorities and overall
Group strategic direction.
In the context of Maspex’s takeover, the “2x by 200” Strategy remains the Purcari Group’s strategic framework, going
forward. The Group continues to implement ongoing projects and initiatives across its environmental priorities, supporting
the operationalisation of sustainability-related objectives within the existing strategic direction.
These commitments are structured across the three ESG pillars as follows:
Environmental:
• Improve water treatment with modern plants in all locations.
• Optimize consumption of water, power and reduce CO
2
emissions in all wineries.
• Continue development of irrigation systems: after 300 ha at Purcari – finalized, develop irrigations for Alexandru
Ioan Cuza – 700 ha to secure sustainable development.
• Invest in vines with ecological and biodynamic viticulture.
• Continue to install solar panels (currently ~1 MWh installed) to increase sourcing of power needs from clean energy
(up to 80%) and reduce dependency on grid.
At operational level, these objectives are supported by investments in new production facilities, sub-surface irrigation
systems, soil analysis and mapping, renewable energy infrastructure and sustainable vinification technologies. For example,
modern fermentation systems (e.g. Mythos and Ganymede tanks) enable CO
2
recovery during fermentation, contributing to
reduced energy consumption and associated emissions. These initiatives support improved resource efficiency and enhance
resilience to climate-related risks.
Social:
• Play an active role in rural regeneration in areas where we are present, while preserving and passing on cultural
heritage (e.g., encourage and support access to viticultural and winemaking education for high-school graduates
from our rural communities).
• Prioritize employee development through continuous training, skill enhancement, and career growth opportunities.
• Enhance well-being and quality of life at work, especially for blue-collar workers, through actions such as: providing
adequate protective equipment and regular health & safety training; offering meal support, transportation (where
needed), and seasonal benefits for operational staff; ensuring fair and stable employment conditions (formal
contracts and predictable working schedules); maintaining access to basic workplace amenities (drinking water, rest
areas, first aid resources) and paid time off in line with internal policies; equipping employees with the necessary
tools and equipment (from field equipment to phones, laptops/PCs and related accessories); organizing team-
building activities and corporate events, as well as facilitating access to local community events (e.g. marathons,
concerts, exhibitions).
These initiatives are closely linked to the Group’s operational footprint in rural areas, where stable employment, training
programmes and access to education contribute to local economic development and workforce sustainability.
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Governance:
• Secure key positions and implement a robust succession plan to ensure leadership continuity and long-term growth
potential.
• Ensure transparent reporting, by providing regular, transparent reports on financial performance, sustainability
efforts and social impact to stakeholders and investors.
• Maintain Board diversity and independence.
• Ensure executive compensation and incentives are aligned with long-term company performance and investor’s
return.
• Abide to ethical business practices. Enforce a code of conduct that promotes ethical behaviour, anti-corruption
measures, and legal compliance throughout the organization.
SBM-1.40a i):
Purcari Wineries Group’s core business consists of production, bottling and commercialization of still wines and brandy, with
a strategic focus on premium positioning and continuous product innovation. Alongside established still wine portfolios, the
Group continues to expand into adjacent segments, including sparkling wines and brandy, in response to evolving consumer
demand and portfolio diversification objectives.
These product groups represent the significant revenue-generating activities of the Group.
During the reporting period:
• No significant product lines were discontinued;
• Product development activities were concentrated on portfolio expansion within existing categories, including
premiumisation and innovation.
Product development is closely aligned with market trends and sustainability objectives, including the expansion of premium
portfolios and the development of new product categories adapted to evolving consumer preferences across core and
international markets.
SBM-1.40a ii):
The Group operates in over 40 international markets, with core markets including Moldova, Romania, and Bulgaria.
Additional growth markets include Baltics, Americas, Asia, Africa, Turkey and the Middle East.
Key customer groups include organised retail and traditional trade, distributors and export partners, premium HoReCa
segment, and direct-to-consumer (wine tourism, wine bars, tastings).
In each market, the Group applies tailored commercial strategies, including portfolio adaptation to local preferences,
strengthening of distribution channels and enhancement of brand visibility, supporting both business growth and the Group’s
profitability.
Customer engagement is further supported through experiential offerings such as wine tourism, wine bars, wine expo’s and
tasting experiences, contributing to brand development and direct interaction with end consumers.
SBM-1.40a iii):
As at the end of the reporting period, the Group employed 930 employees across the countries, in which its main entities
operate, as follows:
• Romania: 160 (79 males/ 81 females)
• Moldova: 681 (400 males/ 281 females)
• Bulgaria: 89 (54 males/ 35 females)
The workforce distribution reflects the geographical concentration of operations and production activities of the Group.
Gender distribution and additional workforce metrics are presented in S1 – Own Workforce.
SBM-1.40a iv):
The Group does not produce or commercialise products that are banned in any of its core markets.
Certain products (e.g. alcoholic beverages) are subject to regulatory restrictions regarding marketing, distribution and
consumption, which are managed in accordance with applicable legislation in each jurisdiction.
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SBM-1.40b:
The Group generated total consolidated revenue of approximately 436.2 mRON, as disclosed in the audited financial
statements.
Revenue is primarily derived from:
• Still wines (core segment);
• Premium and export-oriented product lines;
• Emerging segments such as sparkling wines and brandy.
SBM-1.40e:
Currently, the Group did not implement any sustainability strategy as it is defined by the ESRS standard, although their
objectives and strategic directions related to the business overall integrate also elements of Group's strategy that relate to or
impact sustainability matters. However, sustainability is embedded within the Group’s strategic framework, including the “2x
by 200” strategy (as presented at the beginning of this section) with the goal of empowering communities (through rural
development and education initiatives, as well as employee development and retention) and enhancing transparency in
relation with the investors.
SBM-1.40g:
The main sustainability-related challenges include:
• Climate change impacts on grape production (drought, water scarcity);
• Increasing regulatory requirements (CSRD, ESRS);
• Ensuring consistent data across the value chain.
Key initiatives include:
• Irrigation infrastructure expansion;
• Renewable energy investments;
• Precision viticulture technologies (e.g. drone monitoring, Geocarta, UVboost);
• Replanting and preservation programmes (e.g. Rară Neagră 2.0).
SBM-1.42:
SBM-1.42a):
The Group’s key inputs include:
• Grapes (from owned vineyards and contracted growers);
• Oenological materials (yeasts, additives, barrels);
• Packaging materials (bottles, labels, boxes);
• Equipment and machinery;
• Certified planting materials (vines).
To secure these inputs, the Group applies:
• Supplier vetting and contractual arrangements;
• Local sourcing strategies where feasible;
• Investments in agronomic innovation and vineyard development.
SBM-1.42b):
The Group’s outputs consist of:
• Wines sold under multiple brands and brandy;
• Wine tourism and experiential services.
Outcomes for stakeholders include:
• Customers: access to premium-quality and sustainably produced wines adapted to local taste preferences, together
with the continues development of wine tourism experiences (winery visits, tastings, cultural events);
• Investors: revenue growth and value creation (margin enhancement) supported by brand strength, operational
efficiency and expansion into premium product categories (e.g., sparkling wine, aged brandy).
• Employees: development opportunities and stable employment in rural areas;
• Communities: rural employment and cultural heritage preservation initiatives.
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SBM-1.42c):
Purcari Wineries Group operates a diversified and structured supply chain supporting grape cultivation, winemaking,
packaging and sales. In the reporting period, goods and services were sourced across multiple countries, with key sourcing
partnerships in Romania, Moldova and Bulgaria.
The most material upstream sourcing categories include:
• Supplying Grape Farmers – from owned vineyards (approximately 2 050 hectares) and long-term contracted
growers;
• Oenological Material Suppliers – including yeasts, additives, barrels and laboratory equipment, primarily sourced
from specialised EU suppliers;
• Packaging Material Suppliers – including glass bottles, labels and boxes, sourced from vetted suppliers in Romania,
Moldova and Bulgaria;
• Vine Planting Material Suppliers – nurseries providing certified planting material with a focus on biodiversity and
disease resistance;
• Equipment Material Suppliers – machinery and technologies supporting winemaking, fermentation and irrigation.
To ensure supply quality and continuity, the Group applies supplier vetting and audit processes through annual supplier
assessments based on supplier evaluation sheets, long-term contractual arrangements, local sourcing standards for grapes and
labour, and investments in agronomic and viticultural innovation, including precision farming tools (e.g., drone monitoring,
Geocarta mapping, UVboost systems, sub-surface irrigation).
The Group’s outputs consist mainly of wines and brandy marketed under multiple brands (Purcari, Crama Ceptura, Bostavan,
Bardar, Angel’s Estate). Products are distributed across retail, HoReCa, tourism and direct-to-consumer channels.
Purcari Wineries operates a vertically integrated value chain, covering:
Table 1. Value chain mapping
Upstream activities
Own operations
Downstream
Description
of operations
/ activities
During the 2025 Financial year,
procurement of critical goods and
services from suppliers across
Moldova, Romania, Bulgaria, and
beyond.
Key sourcing categories:
- Supplying Grapes Farmers
- Oenological Material Suppliers
(yeasts, barrels, additives)
- Packaging Material Suppliers
(bottles, labels, boxes)
- Vine Planting Material
Suppliers (nurseries, certified
clones)
- Equipment Material Suppliers
(fermentation tanks, bottling
lines)
Purcari Wineries has main- office
locations in 3 countries –
Moldova, Romania and Bulgaria.
Purcari Wineries’ operations are
conducted across Europe
(EMEA). Includes all core
business activities across the
value chain.
Four operational pillars:
1. Grapes Growing:
- Planting Vineyards
- Cultivating Vines
- Harvesting Grapes
2. Winemaking:
- Crushing
- Pressing
- Fermenting
- Storing and Maturation
(including aging in oak barrels
and storage in tanks)
3. Bottling and Packaging:
- Bottling
- Labelling
- Packaging in cardboard boxes
In 2025, the Group generated
approximately RON 437.2
million in net sales revenue,
with growth fuelled by
product diversification and
new market penetration.
Wine Tourism (own
operations + downstream):
- Wine Cellars, Vineyard
Tours, Showcasing
Winemaking Processes
Key distribution channels:
- Mass Distribution
- Large Key Accounts
- Traditional Trade
- HORECA
- Online
Consumption Channels:
- Off-Premises (retail)
- On-Premise (restaurants,
bars)
- Direct-to-Consumer (DTC)
- Wine tourism experiences
- Customer Feedback
Mechanism
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4. Marketing and Sales:
- Advertising
- Attending wine contests and
wine fairs
- Promoting via Chateau Purcari
& Purcari WineBar network
5. Wine Tourism (own operations
+ downstream):
- Wine Cellars, Vineyard Tours,
Showcasing Winemaking
Processes
Business
actors
Suppliers: Grape farmers,
input/material suppliers,
nurseries, logistics, machinery,
and equipment vendors
Employees / Non-employees:
Winemakers, viticulturists,
agronomists, marketing &
logistics staff
Clients / Consumers:
Retailers, distributors,
HORECA, tourists, direct
consumers
SBM-2 – Interests and views of stakeholders
Purcari Wineries Group engages with a broad range of stakeholders across its value chain, whose perspectives inform the
Group’s strategic direction and operational decision-making.
SBM-2.45a; SBM-2.45a i); SBM-2.45a ii); SBM-2.45a iii):
The Group has identified a broad range of key stakeholders. A detailed mapping of the stakeholder groups and their
engagement approach is presented in Table 2. Stakeholder Mapping.
The table below presents the 21 identified stakeholder groups together with an overview of their roles and interactions withi n
the Group’s operations.
Table 2. Stakeholder Mapping
Stakeholder Group
Description of interactions within or with the Group’s operations
Founder & Board of
Directors
Business outcomes may influence board-level decisions, affecting Group strategy and
governance. Engagement through strategic oversight, quarterly meetings, and further –
ESG integration into corporate governance.
Employees (Senior
Management Level)
Management's career progression is tied to business performance and decision-making
effectiveness. Engagement though performance reviews, strategic input, cross-functional
meetings.
Employees (Operational
Level)
Operational staff are impacted by workplace conditions, which affect job satisfaction and
security. The Group did not implement dedicated and structured engagement mechanism,
as a result the engagement is done as part other initiatives such as workplace safety
initiatives, HR programs such as onboarding, periodic performance discussions, and team
feedback channels.
Shareholders
Business outcomes may influence board-level decisions, affecting company strategy.
Engagement through Annual General Meetings or Extraordinary General Meetings,
financial disclosures, IR updates.
Auditors
Auditors validate company disclosures, influencing stakeholder trust and investment.
Engagement through formal audits of financial and sustainability statement.
Lenders and Creditors
Financial stakeholders use sustainability data to inform investment decisions, affecting
capital availability. Engagement through ongoing dialogue on financial and ESG
performance metrics (for future period, if case).
Local Communities
Community initiatives can build goodwill; environmental issues can cause local
resistance. Engagement through community projects, rural employment, cultural
preservation.
Public Authorities
Regulatory compliance can impose operational constraints but also drive improvements.
Engagement through compliance reporting, licensing, environmental and labour
inspections.
Wine Experts / Wine
Stewards
Expert endorsements can shape consumer preferences and affect sales. Engagement
through product tastings, brand ambassador events, industry forums.
Consumers and Clients
Consumer choices, such as responsible drinking, can enhance brand loyalty and
profitability. Engagement through feedback via tourism, social media, and customer
service (forms on the corporate site, generic email addresses and direct available phone
line).
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Importers and Distributors
Efficient distribution networks enhance market reach; logistical issues can impede
business operations. Engagement through contractual reviews, joint planning,
performance tracking.
Competitors
Competitive dynamics can influence market positioning and innovation. Engagement
through market benchmarking, industry events, and adherence to business ethics and fair
competition principles.
Grape Farmers
Sustainable farming practices improve wine quality, while unsustainable methods can
harm the brand and supply. Engagement through long-term contracts, agronomic support,
training on sustainable viticulture.
NGOs
NGO campaigns can affect public perception and pressure business practices.
Engagement through direct dialogue and community programs.
Industry bodies
Advocacy, certifications, and trade development can open new markets and improve the
business environment. Engagement through policy input, certifications, representation of
the views of the organisations within the industry by the relevant industry body.
Suppliers
Adoption of advanced technologies by suppliers can increase production efficiency and
quality. Engagement through onboarding processes, compliance with standards.
Logistics and
Transportation Providers
They are responsible for the efficient and safe delivery of wine products, with their
performance affecting supply chain reliability and product quality. Engagement through
coordination meetings and quality audits.
Local Media / Influencers
Media coverage can significantly impact brand reputation and consumer perception.
Engagement through press releases, brand storytelling, PR events.
Tourists
Positive wine tourism experiences can foster brand loyalty and attract repeat visits.
Engagement through feedback mechanisms at Chateau Purcari, direct interaction.
Academia
Educational institutions shape industry standards and supply skilled labour, influencing
wine production practices. Engagement through collaboration on research, internships,
knowledge-sharing events.
SBM-2.45b:
During the 2024 reporting cycle, Purcari Wineries completed its first Double Materiality Assessment (DMA) in accordance
with the requirements of the European Sustainability Reporting Standards (ESRS), with the objective of identifying the
material impacts, risks and opportunities associated with the Group’s business model, operations and value chain.
As this represented the Group’s first application of the ESRS framework, the assessment relied on engagement with internal
stakeholders represented by the members of the Board of Directors and members of the Executive Management Team. Based
on their interactions, regular contact and informal feedback with the shareholders, main suppliers and main customers, local
communities, public authorities and NGOs, the internal stakeholders consulted were considered also proxy for the external
stakeholders.
Based on this process, the Group identified the following key stakeholder expectations relevant to its strategy and business
model:
• The need for sustainable agricultural practices, including responsible resource use and climate resilience;
• Adherence to ethical business conduct and regulatory compliance;
• Contribution to local community development and preservation of cultural heritage;
• Delivery of consistent product quality, authenticity and traceability, aligned with the Group’s premium positioning.
• Increasing expectations related to environmental responsibility, including climate and biodiversity considerations.
These expectations are reflected in the Group’s focus on premiumization, sustainable viticulture, operational resilience and
long-term value creation.
At the time of reporting, Purcari Wineries has not introduced direct changes to its strategy or business model solely as a result
of stakeholder input collected through the 2024 DMA. However, the assessment outcomes have highlighted the need for a
more structured stakeholder engagement approach and reinforced the importance of climate-related risks and biodiversity
considerations within the Group’s long-term strategic planning.
In 2025, following the entry of Maspex Group as the majority shareholder, the Board of Directors of Purcari Wineries initiated
a review of the Double Materiality Assessment (DMA) performed in 2024. The objective of this review was to reassess the
identified impacts, risks and opportunities in light of changes in the Group’s ownership structure and governance.
Following this review, conducted by the newly appointed Board after the Extraordinary General Meeting of Shareholders on
15 December 2025, and based on the resolutions adopted by the ESG Committee and the Board of Directors on 6 February
2026, the Group decided to maintain the conclusion of the 2024 DMA for the current reporting period.
At the same time, according to the resolutions, the Group intends to revisit and update the DMA during 2026, taking into
account potential developments in strategy, stakeholder expectations and the regulatory environment.
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Looking ahead, the Group intends to expand stakeholder engagement in future DMA cycles by applying targeted surveys,
organizing stakeholder interviews and strengthening the integration of external perspectives. These steps are expected to
enhance the robus tness of the Group’s understanding of stakeholder interests and support the continued alignment of its
strategy and business model with sustainability-related expectations.
SBM-2.45c:
At the time of reporting, Purcari Wineries has not introduced direct structural changes to its strategy or business model solely
as a result of stakeholder input collected through the 2024 Double Materiality Assessment (DMA).
SBM-2.45c i):
Considering the Board’s intention to reassess the Double Materiality Assessment and the Group’s business strategy starting
in 2026, amendments to the strategy and/or business model following the interests and views of the stakeholders will be
performed after the completion of 2026 DMA re-assessment.
SBM-2.45d):
Information regarding stakeholder views and sustainability-related impacts is communicated to the Executive Management
Team and the Board of Directors through internal briefings, operational reviews and investor relations activities, during
internally scheduled meetings or on an ad-hoc basis, depending on relevance and business needs. At present, there is no
formalised structure or defined reporting frequency for these updates.
S1-SBM 2.12:
The Group’s own workforce represents a key pillar of its business model and long-term value creation. While there is no
formalized standalone human rights policy framework, the Group ensures compliance with applicable local labor legislation
across all jurisdictions in which it operates. These include requirements related to working conditions, health and safety, non-
discrimination and employment rights.
Although the integration of workforce interests and rights into the strategy is not yet formalized through dedicated policies
or structured stakeholder engagement mechanisms, the Group recognizes the importance of its workforce and continues to
strengthen the alignment between employee-related considerations and its strategic and operational decision-making
processes.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
SBM-3.48a:
Purcari Wineries Group has identified its material impacts, risks and opportunities (IROs) through the Double Materiality
Assessment performed in 2024, in accordance with ESRS requirements. The IROs, together with their interaction with the
Group’s strategy and business model, are set out below.
Figure 1. Double Materiality Matrix
E1 - Climate Change
E3 - Water and Marine
Resources
E4 - Biodiversity and
ecosystems
S1 - Own workforce
S2 - Workers in the value
chain
S3 - Affected communities
S4 - Consumers and end
users
G1 - Business Conduct
E2 - Pollution
E5 - Resource use and
circular economy
Entity Specific - Exports
Proceses Development
Double Materiality Matrix
E1 - Climate Change
E3 - Water and Marine
Resources
E4 - Biodiversity and
ecosystems
S1 - Own workforce
S2 - Workers in the
value chain
S3 - Affected
communities
S4 - Consumers and
end users
G1 - Business Conduct
Financial Materiality
Both (Financial and Impact Materiality)
Impact Materiality
Outside of Materiality Area
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The identified IROs are distributed across the Group’s value chain, with a concentration primarily in:
• Own operations (viticulture, winemaking, processing).
• Upstream value chain (grape suppliers, packaging suppliers, logistics providers);
• Downstream value chain (distribution, consumers, brand interaction).
The detailed list of material IROs is presented in Table 3, together with the relevant value chain segment, time horizon and
connection to the business model.
Table 3. Material Impacts, Risks and Opportunities List
IRO Type
IRO label
IRO description
Business model impact
Climate Change Adaptation
RISK
Drought and
extreme weather
events
Increasing frequency and intensity of
extreme weather events (including
drought, heatwaves, floods or storms)
may lead to reduced grape yields
disruptions in production and supply
chain instability across the Group’s
operations or those of key suppliers.
Own operations and upstream value
chain & Long-term.
The Group’s exposure is mitigated
through geographic diversification,
irrigation systems and agronomic
adaptation practices, supporting
operational resilience and reducing
potential financial impact.
OPPORTUNITY
Qualitative and
fertile soil
The Group leverages high-quality soil
management as a strategic opportunity
supporting both climate resilience and
premium product positioning. The
Group applies comprehensive
practices, including soil analysis,
ongoing monitoring, cover cropping
(e.g. grass seeding) and soil structure
optimisation, to enhance soil fertility,
water retention and nutrient balance.
Healthy soils contribute directly to the
distinctive characteristics of the
Group’s wines, supporting brand
differentiation and premium
positioning, while also improving
resilience to drought and climate
variability. This results in more stable
yields, improved grape consistency
and reduced reliance on corrective
interventions.
Own operations & Long-term
This proactive approach not only
supports sustainable viticulture but
also helps the vineyards adapt to
changing climate conditions.
Climate Change Mitigation
Actual positive
IMPACT
Promoting
climate change
mitigation
actions
By focusing on winemaking from
sustainably managed vineyards and
implementing eco-friendly practices
(such as Ganymede fermentation
method that lowers energy
consumption and installation of
photovoltaic panels for own energy
consumption), Purcari contributes to
broader climate mitigation effort.
Own operations and downstream
value chain & Short-term and
Medium-term
This approach also empowers
consumers to make more sustainable
purchasing choices, reinforcing brand
loyalty and long-term
competitiveness.
Water Consumption
Actual negative
IMPACT
Intensive Water
Consumption in
Viticulture
Viticulture is a water-intensive
process, particularly in the arid regions
of Moldova and Romania. Producing 1
liter of wine can require up to 450
liters of water. Excessive irrigation
may strain local water resources,
posing risks to ecosystems and the
well-being of surrounding
communities.
Own operations & Short-term to
Long-term
The water footprint of vineyards
varies depending on irrigation
methods; however, implementing
controlled irrigation helps mitigate
negative effects by reducing runoff
and water pollution, thereby
promoting a more sustainable
approach to water management.
Impacts on the extent and condition of ecosystems
OPPORTUNITY
Habitat
Conservation
Activities
Active participation in local
conservation projects, such as the
project for conservation and
enhancement of the genetic diversity
of indigenous grape varieties,
contributes to biodiversity
Own operations & Long-term
Engaging in habitat conservation
activities strengthens our brand image
and fosters positive, lasting
relationships with local communities.
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preservation, climate resilience,
strengthens the winery’s reputation,
and contributes meaningfully to
environmental sustainability.
Secure Employment
Potential positive
IMPACT
Contributing to
Local Economic
Growth
Providing secure employment supports
local economic growth and stability, as
employees are more likely to invest in
and contribute to their communities.
Own operations & Short-term to
Long-term
By encouraging community
investment and spending, enhancing
employee retention, and supporting
interconnected industries (e.g., grape
producers, packaging suppliers),
Purcari strengthens both its business
operations and the rural communities
where it operates.
Access to (quality) information
Actual positive
IMPACT
Providing
accurate
information and
labelling
Providing accurate and comprehensive
information about wines—including
origin, production methods, and
tasting notes—enables consumers to
make informed choices.
Own operations and Downstream
value chain & Short-term
Accurate information about our wine
products is essential to Purcari’s
business model—not only to ensure
legal compliance but also to retain
customer loyalty by leveraging the
long-standing wine consumption
traditions in our key markets.
Health and safety
Potential negative
IMPACT
Failure to ensure
product safety
and quality
could affect the
consumers’
health and
safety.
Consumers’ health and safety could be
impacted by the product safety and
quality.
Obtaining certifications and ensuring
that suppliers adhere to food safety
guidelines help safeguard against
product safety risks.
Own operations and Upstream and
Downstream value chain & Short-term
This is a crucial aspect of our business,
as it builds brand trust, provides
consumers with unbiased assurance,
and helps prevent risks of product
recalls or withdrawals.
Responsible marketing practices
Actual positive
IMPACT
Promotion of
responsible
drinking and
safe social
environments
for alcohol
consumption
Promoting responsible consumption in
the context of safe social environment
through the consistent integration of
health and safety messaging across all
products and marketing materials. This
includes mandatory on-label warnings
and standardized disclaimers in
advertising content, adapted to local
regulatory requirements.
These practices are embedded in
internal marketing approval processes,
ensuring that communication avoids
targeting minors or vulnerable groups
and systemically informs consumers
about risks associated with alcohol
consumption.
Downstream value chain & Short-term
Raising awareness of health and safety
risks is a key part of our business,
helping to reduce alcohol abuse,
educate consumers, and strengthen our
ethical relationship with them.
Corporate Culture
Actual positive
IMPACT
Employee
oriented
corporate
culture
In an environment regulated by
policies setting expectations for ethical
behaviour (through principles such as
discipline and accountability, non-
discrimination and anti-harassment
and prevention of conflict of interests,
the Group promotes an employee-
oriented corporate culture through
structured initiatives embedded in its
“2x by 200” strategy, including
internal promotion, succession
planning, continuous training ,
obtaining of relevant industry
certifications by the Group’s
employees and performance
management.
Own operations & Short-term
Employees are vital to any company's
success; their productivity and well-
being are paramount. Reducing staff
turnover and boosting motivation are
essential to our business. This widely
acknowledged—but often
overlooked—principle highlights that
without cultivating the right company
culture, even the best processes and
strategies will fall short.
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These practices are actively
implemented across the Group and
have led to tangible outcomes such as
internal promotions, development of
certified professionals and ongoing
workforce upskilling.
While aligned with workforce-related
topics, these measures function as
strategic enablers supporting business
continuity, operational stability and
long-term growth.
Actual positive
IMPACT
Fair suppliers’
management
and traceability
along the supply
chain
Fair treatment of suppliers through
timely payments and traceability
throughout the supply chain ensures
long term business relationships and
product quality and regulatory
compliance, especially for premium
wines. Systems monitor every stage—
from grape cultivation to
distribution—enabling quick
identification of irregularities,
effective management of food safety
risks, and adherence to sustainability
standards.
Upstream value chain & Short-term
Traceability along the supply chain is
essential for ensuring safety, quality,
reputation, and long-term business
sustainability. These principles guide
our entire production process.
Moreover, traceability enhances
transparency and builds consumer
trust by clearly communicating
product origin and quality.
Entity Specific - Exports Processes Development
OPPORTUNITY
Enhancement of
Export
Capabilities
Purcari leverages its deep roots in
traditional wine-growing regions with
competitive structural advantages,
while developing export processes is
essential for Purcari to expand its
international market presence.
By ensuring compliance with different
countries regulatory frameworks
(product labelling, food safety,
marketing compliance, packaging
standards), and enhancing supply
chain resilience, Purcari can more
efficiently access new markets. This
approach not only drives company
growth but also aligns with global
governance standards by promoting
transparency, ethical trade practices,
and adherence to regulatory
requirements across regions.
Own operations & Short-term
As the Purcari Group expands, we are
committed to maintaining consistent
standards of transparency in our
commercial practices. With exports to
over 40 countries, sustainably
enhancing our export capabilities is
essential to support our strong export-
oriented growth.
The IROs presented above are based on the Double Materiality Assessment (DMA) performed in 2024. As a result of this
assessment, one entity-specific sustainability matter was identified as material, namely Enhancement of Export Capabilities.
This topic is considered material due to its opportunities generated by the Group’s international market expansion, while
supporting transparency and compliance with multiple export regulations.
SBM-3.48b, AR 18:
The material impacts, risks ad opportunities (IROs) identified through the Double Materiality Assessment influence the
Group’s business model, value chain, strategic priorities and decision-making processes.
From a business model perspective, climate-related risks, particularly drought and extreme weather events, affect vineyard
productivity and supply chain stability. In response, the Group has integrated mitigation and adaptation measures into its
operations, including irrigation systems, geographic diversification of vineyards and agronomic practices aimed at improving
resilience. These measures are embedded in ongoing operational planning and investment decisions.
Environmental opportunities, such as soil quality management and sustainable viticulture practices, support the Group’s
premium positioning by enhancing product quality and long-term vineyard performance. These are reflected in continuous
investments in soil monitoring, vineyard management and production technologies.
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From a value chain perspective, impacts related to product quality, safety, traceability and responsible marketing practices
influence downstream relationships with consumers and distributors, The Group responds through strict quality control
system, certification standards and transparent production information, supporting brand trust and market positioning.
Social and governance-related impacts, including employee-oriented corporate culture, ethical business conduct and supplier
relationships, contribute to operational stability and long-term value creation. These are addressed through internal
procedures, training programs and governance mechanisms that support workforce development, compliance and responsible
business practices.
At the current stage, the identified IROs have not let to fundamental changes in the Group’s overall business model. However,
they have reinforced the integration of sustainability considerations into strategic planning, risk management and investment
decisions.
SBM-3.48c i):
The Group’s material impacts affect both the environment and people. Environmental impacts arise primarily from viticulture
activities, mainly through water consumption, which may affect ecosystems and natural resources, as well as near-by
communities. At the same time, positive environmental impacts are generated through sustainable vineyard practices, soil
management and climate mitigation actions.
From a social perspective, the Group contributes positively through employment in rural areas, workforce development and
responsible marketing practices, while promoting product safety and consumer awareness.
SBM-3.48c ii):
These impacts are directly connected to the Group’s business model, which is based on agricultural production, processing
and commercialization of wine products. Sustainability-related impacts originate from core activities (viticulture and
winemaking), as well as from upstream (suppliers) and downstream (distribution and consumers) relationships.
SBM-3.48c iv):
The Group is involved in material impacts both through its own operations (vineyard management, production processes,
workforce practices) and through business relationships across the value chain. Upstream impacts relate to suppliers (e.g.
agricultural inputs, packaging), while downstream impacts relate to distribution, consumer use and marketing practices.
SBM-3.48d):
At the reporting date, the material risks and opportunities identified have not resulted in significant direct financial effects.
SBM-3.48e):
The Group applied the “Quick fixes” to the ESRS and phased-in the disclosure of the anticipated financial effects of material
risks and opportunities.
SBM-3.48e i):
The Group plans to continue investments in:
• Irrigation infrastructure and climate resilience measures;
• Renewable energy and energy efficiency projects;;
• Sustainable viticulture and soil management;
• Product innovation and international market expansion.
These investments are part of ongoing operational development and strategic initiatives and are not limited to contractually
committed projects.
Aside from these, the Group will also continue to pursue selective acquisitions of assets, including vineyards, production
facilities and small wineries, in markets of strategic importance, in order to support long-term growth and strengthen its
regional presence.
SBM-3.48e ii):
The Group expects to finance these initiatives through operational cash flows;
SBM-3.48f):
During the reporting period, Purcari Group did not conduct a full quantitative and qualitative resilience analysis of its business
model against multiple climate scenarios. Instead, qualitative assessment was performed as part of climate risk assessment
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reports (TCFD-aligned). The climate risk analysis indicates that while exposure to physical risks exist, mitigation measures
(e.g. irrigation, soil management, diversification) reduce potential financial impacts.
The climate risk analysis considers short-, medium- and long-term time horizons, reflecting the evolving nature of climate
and market-related risks.
SBM-3.48g):
Comparing to the previous reporting period, one additional risk related to drought and extreme weather events has been
included, based on governance review, peers’ sustainability statement analysis and updated climate risk analysis. No other
material changes to the identified IROs were made.
SBM-3.48h):
The identified material impacts, risks and opportunities are covered by relevant ESRS topical standards, including climate
change, water, biodiversity, workforce, business conduct and entity-specific topics, such as export process development.
SBM-3.13:
SBM-3.13a); SBM-3.13b):
Impacts on the Group’s own workforce are closely linked to its business model, which relies on skilled labour in viticulture,
production and commercial activities. Positive impacts, such as employment stability, workforce development and employee-
oriented corporate culture, originate directly from the Group’s operational model and human capital requirements.
These impacts also inform and support the adaptation of the Group’s strategy, as workforce availability, skills development
and employee engagement are critical for maintaining product quality, operational continuity and long-term growth. As a
result, the Group integrates workforce-related considerations into its operational planning, training initiatives and
organisational development practices.
In this context, risks related to workforce availability, retention and skills gaps, as well as opportunities related to employee
development and engagement, are considered relevant for the resilience and performance of the business model. These are
addressed through ongoing HR practices, training programmes and internal development initiatives.
Other relevant information
As this represents only the second year of the Group’s reporting under CSRD and ESRS framework, the integration of
sustainability considerations into strategy, risk management and target-setting processes is still evolving.
The Group is in the process of developing its internal capabilities to interpret and operate the results of key assessments,
including the Double Materiality Assessment (DMA) and the climate risk analysis performed in accordance with TCFD
recommendations.
At the reporting date, the Group has not yet established measurable, outcome-oriented targets linked to all identified material
impacts, risks and opportunities.
Following the integration of Maspex Group as a majority shareholder and the planned reassessment of the DMA in 2026, the
Group expects to further strengthen the alignment between its strategy, sustainability objectives and performance monitoring
framework. Going forward, this is expected to support a more structured and consistent integration of ESG considerations
into business planning and decision-making processes.
7.4. Impact, risk and opportunity management
IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities
IRO-1.53a:
During the 2024 reporting cycle, Purcari Wineries completed its first Double Materiality Assessment (DMA) in accordance
with the European Sustainability Reporting Standards (ESRS), structured across four phases: context analysis, identification
of impacts, risks and opportunities, assessment, and validation.
The methodology combined:
• Value chain mapping (upstream, core operations, downstream);
• Sustainability landscape analysis (environmental, social and governance topics);
• Stakeholder identification and clustering;
• Internal expert input (members of Board of Directors, members of Executive Management Team and ESG
coordinators) through dedicated ESG workshops and questionnaires;
• Benchmarking against industry peers.
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A scoring system was applied:
• Impact materiality – severity (determined as scale x scope x irremediability – only for negative impacts) x likelihood
– only for potential impacts;
• Financial materiality – magnitude x probability
Only topics exceeding defined thresholds detailed below (on a 1 to 5 scale) were considered material
- 3.5 for positive impacts
- 3 for negative impacts
- 3 for risk and opportunities.
For impact materiality, the 1 to 5 scale represents stages from 1 – insignificant impact (minor or individual impact) to 5 –
severe impact (major widespread long-term impact). A higher threshold for material positive impacts was established
considering the higher scores that were obtained by the positive impacts.
For financial materiality, the 1 to 5 scale represents stages from 1 – low (impact on net profit up to 3%) to 5 – critical (impact
on net profit higher than 15%).
The identification process was further supported by sector-specific benchmarking and external sources, including SASB Food
and Beverage Standards (Agricultural Products, Alcoholic Beverages and related sectors), as well as industry and scientific
reports (e.g. wine sector decarbonisation studies, soil and water-related research). These sources were used to support
assumptions regarding impacts, risks and opportunities across the Group’s value chain.
IRO-1.53b:
The identification of impacts was based on:
• Value chain analysis covering sourcing, grape growing, production, bottling, distribution and consumption;
• Sustainability landscape analysis (e.g. climate, biodiversity, labour consumer safety);
• Mega and macro trends influencing the wine sector (e.g. climate change, sustainability demand, premiumisation);
• Lists of ESRS topics and sub-topics as per ESRS 1 AR 16.
A long list of 96 impacts was initially developed and refined based on criteria such as relevance to the business model and
operations, through internal workshops involving cross-functional experts and a final list of 81 impacts was established.
The process:
• Considers impacts arising from own operations and business relationships;
• Focuses on areas with heightened exposure (e.g. agriculture, climate, supply chain, workforce);
• Incorporates stakeholder input through structured engagement (discussions and questionnaires).
Stakeholders were:
• Identified based on the value chain;
• Clustered into 21 groups based on the interest in the organisation and power of influence on organisation;
• The double materiality assessment relied on engagement with internal stakeholders represented by the members of
the Board of Directors and members of the Executive Management Team and ESG coordinators. Based on their
interactions, regular contact and informal feedback with the shareholders, main suppliers and main customers, local
communities, public authorities and NGOs, the internal stakeholders consulted were considered also proxy for the
external shareholders.
Impacts were prioritised:
• Negative – scale, scope and irremediability and likelihood – only for potential impacts;
• Positive – scale, scope and likelihood - only for potential impacts.
IRO-1.53c:
Risks and opportunities were derived from:
• Value chain analysis covering sourcing, grape growing, production, bottling, distribution and consumption;
• Sustainability landscape analysis (e.g. climate, biodiversity, labour consumer safety);
• Mega and macro trends influencing the wine sector (e.g. climate change, sustainability demand, premiumisation);
• lists of ESRS topics and sub-topics as per ESRS 1 AR 16; and
• the relevant list of impacts, considering : Dependencies across the value chain and sector-specific exposure (e.g.
agriculture, climate, supply chain);
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The process included:
• Expert-based evaluation considering the scale for magnitude from 1 – low (impact on net profit up to 3%) to 5 –
critical (impact on net profit higher than 15% and the scale for probability from 1 – unlikely (less than 10%) to 5 –
almost guaranteed (more than 90%);
• Use of external references (SASB, TCFD, sector reports);
• Validation by Executive Management Team.
Assessment criteria:
• Magnitude of financial effect – as detailed above;
• Probability of occurrence – as detailed above.
IRO-1.53d:
The DMA results were:
• Reviewed at Executive Management Team level;
• Approved by the ESG committee and Board of Directors.
Internal controls are still evolving, however, currently they rely on management-level validation and coordination as detailed
above.
IRO-1.53e:
The process to identify and assess impacts and risks is currently not integrated into the Group’s overall risk management
framework and is conducted through the Double Materiality Assessment (DMA). The DMA is planned to be reassessed in
2026.
At this stage, DMA outputs:
• Inform the identification and prioritisation of sustainability-related impacts, risks and opportunities;
• Support management-level decision-making;
• Contribute to the understanding and gradual development of the Group’s sustainability related matters.
The Group is in the process of strengthening the integration of sustainability-related risks into its broader risk management
framework. A more structured and formalised approach is expected to be developed following the reassessment of impacts
and risks and the further alignment of the Group’s strategy, in the context of Maspex’s role as majority shareholder.
IRO-1.53g:
The double materiality assessment relied on:
• Internal operational and financial data;
• Stakeholder inputs (from Board of Directors members, Executive Management Team considered to be experts on
relevant subject matters such as viticulture, governance and others);
• Value chain mapping;
• External references (ESRS, SASB, TCFD, industry studies, peers’ sustainability statements).
The scope covered:
• All Group operations (Moldova, Romania, Bulgaria);
• Upstream suppliers and downstream distribution and consumption activities.
IRO-1.53h:
The current reporting period represents the first ESRS-aligned DMA (performed during 2024).
The process:
• Was developed and implemented in 2024;
• Will be reassessed in 2026 in line with the Board and ESG Committee decisions.
Additionally, in 2025:
• A climate-related risk (drought and extreme weather events) was incorporated following climate risk assessment
and governance review;
• No other changes were made to the identified IROs.
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E1-IRO-1.20a:
The Group identifies and assesses climate-related impacts primarily through the Double Materiality Assessment (DMA)
considering the Groups’ all operations and future plans, all countries where the Group has operations (Moldova, Romania
and Bulgaria), characteristics of the region where the Group’s assets are localised (e.g. areas of high-water stress).
E1-IRO-1.20b:
The identification and assessment of physical acute and chronic climate risks is based on the Group’s climate risk assessment
(TCFD-aligned) and DMA results.
i. the identification of climate-related hazards, considering at least high emission climate scenarios (Scenario
SSP5-8.5/RCP8.5); and
The Group has analysed the following relevant physical hazards considering time horizon up to 2025: drought,
heat waves, cold waves, wildfire, storm, heavy precipitation, flood , heat stress, changing temperature, changing
precipitation pattern and wind patterns, water stress, soil degradation and soil erosion.
These hazards are assessed across the Group’s operational footprint in Moldova, Romania and Bulgaria.
ii. the assessment of how its assets and business activities may be exposed and are sensitive to these climate-
related hazards, creating gross physical risks for the undertaking.
Exposure and sensitivity are assessed considering:
• vineyard location and climatic zones;
• dependence on natural conditions for grape production;
• reliance on water availability and irrigation infrastructure.
The assessment concluded that drought and water stress represent the most relevant physical risks, with
potential impacts on yields, quality and production continuity.
E1-IRO-1.AR 11a:
Climate-related hazards have been identified and assessed through the Group’s 2025 climate risk assessment (TCFD-aligned),
which evaluated both acute and chronic physical risks across the Group’s assets and locations.
The assessment follows a structured methodology based on:
• hazard identification, exposure, and vulnerability, in line with IPCC definitions;
• screening of relevant hazards using EU Taxonomy guidance and alignment with the Group’s activities and
geographic footprint. Each applicable hazard was assessed using the evolution of specific climate indicators. The
evolution of these indicators was modelled using a dedicate climate analytics platform, which factors in assets value,
each geolocation and other characteristics which permit the detailed calculation of risk exposure at an optimal
granularity level per asset.
Identified hazards for which the Group has medium or high exposure include:
• drought and water stress – long term exposure;
• heat stress and heatwaves – long term exposure;
• changing temperature – long term exposure;
• soil degradation – long term exposure; and
• wildfire – long term exposure.
Exposure is similar for operations and assets across Moldova, Romania and Bulgaria.
E1-IRO-1.AR 11b:
Climate-related risks are assessed across the following time horizons:
• short-term: up to 2030, aligned with operational planning cycles;
• medium-term: 2030-2040, aligned with strategic planning and investment horizons;
• long-term: beyond 2040 (including 2050), aligned with vineyard lifecycle, asset longevity and long-term climate
projections.
These horizons reflect:
• the long-term nature of vineyard assets;
• capital allocation decisions (e.g. irrigation systems, replanting);
• the evolving nature of climate risks over time.
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E1-IRO-1.AR 11c:
Exposure is assessed at asset level, considering:
• precise geolocation of vineyards and production sites;
• climate indicators specific to each hazard (e.g. SPI index for drought, WBGT for heat stress);
• the value and type of assets (e.g. land, crops, facilities).
In addition, exposure within the upstream value chain is assessed qualitatively, taking into account:
• geographic location of key suppliers (primarily grape producers and agricultural inputs providers) within regions
exposed to climate-related hazards;
• regional climate risk profiles (e.g. drought-prone areas in Moldova and Romania);
• the Group’s level of dependency on these suppliers for continuity of production.
Sensitivity and vulnerability are evaluated based on:
• dependence of operations on climate conditions (e.g. viticulture);
• operational characteristics and agricultural practices;
• existing adaptation measures (e.g. irrigation, soil management crop selection).
The overall risk assessment combines:
• hazard intensity and evolution;
• exposure of assets;
• vulnerability (including sensitivity and adaptive capacity).
E1-IRO-1.AR 11d; E1-IRO-1.21:
The Group has used climate-related scenario analysis as part of its 2025 climate risk assessment (aligned with TCFD
recommendations) to support the identification and assessment of both physical and transition risks, hazards, exposure,
sensitivity and opportunities across different time horizons.
The analysis incorporates, as mentioned prior:
• IPCC scenarios (SSP1-2.6, SSP2-4.5, SSP5-8.5) for physical risks;
• NGFS scenarios (including orderly and “hot house world” pathways) for transition-related analysis and risks.
For physical risk assessment, particular emphasis is placed on the high-emission scenario (SSP5-8.5/ RCP8.5), representing
a worst-case scenario for climate-related hazards.
Scenario outputs are used to:
• Model and assess the evolution of hazards and climate indicators over time (e.g. drought, heat stress, extreme
weather);
• Evaluate asset-level exposure and vulnerability over time;
• Identify potential transition pressures related to regulation, market dynamics and energy costs.
The assessment covers:
• Short-term (up to 2030);
• Medium-term (2030-2040);
• Long-term (beyond 2040);
reflecting both operational planning and long-term asset lifecycles.
Transition risks and opportunities identified include: Policy, Regulatory, and Legal Risks (Changes in government policies,
regulations, and legal frameworks aimed at addressing climate change), Technological Risks (Rapid development and
adoption of new technologies that can disrupt existing business models and create risks for companies that fail to adapt),
Market Risks (As consumer preferences shift towards sustainable products and services companies may face risks related to
changing demand and competition) and Reputational risks (Companies that are perceived as lagging in their climate action
may face reputational damage, leading to potential loss of customers, investors, and market share).
At this stage, scenario analysis is primarily used for risk identification and qualitative assessment and is not yet integrated
into financial planning or quantitative modelling.
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E1-IRO-1.20c:
Climate-related transition risks and opportunities in own operations and along the upstream and downstream value chain, in
particular:
i. the identification of climate-related transition events, considering at least a climate scenario in line with limiting
global warming to 1.5°C with no or limited overshoot; and
ii. the assessment of how its assets and business activities may be exposed to these climate-related transition
events, creating gross transition risks or opportunities for the undertaking.
E1-IRO-1.AR 12a:
Transition risks and opportunities are identified through:
• the Double Materiality Assessment (DMA);
• the TCFD-aligned climate risk assessment.
Key transition drivers include:
• evolving EU regulatory requirements (e.g. CSRD, EU taxonomy);
• market expectations for sustainable products;
• energy price dynamics and decarbonisation trends;
• reputational and consumer-related factors.
However, the climate risk analysis include only an identification of the transition risks and qualitative description of the
possible effects on the business, without a specific assessment applicable to the Group’s operations and assets and based on
time horizons.
E1-IRO-1.AR 12c:
Transition risks and opportunities are informed by climate scenario analysis, including:
• NGFS scenarios (e.g. Net Zero 2050, Current Policies);
• Scenarios aligned with limiting global warming to 1.5°C - 2°C pathways.
The scenarios are used to:
• Assess potential policy and regulatory trajectories;
• Evaluate energy price evolution;
• Identify long-term structural changes in markets and supply chains.
The assessment remains primarily qualitative and is not yet embedded in detailed financial projections.
E1-IRO-1.AR 12d:
At this stage, the Group has not identified assets or business activities that are fundamentally incompatible with a transiti on
to a climate-neutral economy.
However:
• Certain activities (e.g. energy use, agricultural inputs, packaging) may require progressive adaptation to align with
future regulatory and market expectations;
• Ongoing investments in energy efficiency, renewable energy and sustainable practices support this transition.
E1-IRO-1.AR 15:
The climate scenarios used in the assessment are consistent with the Group’s general financial assumptions, in that they:
• Reflect potential increases in operational costs (e.g. energy, compliance);
• Support the identification of risks that may affect future performance;
• Do not currently result in adjustments to financial statements, given the qualitative nature of the analysis.
E3-IRO 1.8:
Water-related IROs are identified through:
• Location of the Group’s assets within high-water stress areas, with vineyards in regions subject to elevated water
stress conditions (as per the Group’s Climate risk report), including Stefan Voda and Etulia (Republic of Moldova),
Thracian Lowlands (Bulgaria), and Dealu Mare, Prahova (Romania). In total, the Group has assets located in seven
high water-stress areas, which are considered in the identification of potential physical risks.
• Operational monitoring of water use.
Given the agricultural nature of the business, water dependency is a key factor in risk identification, however it is not yet
supported by a dedicated water risk assessment model.
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E4-IRO 1.20:
The Group identifies biodiversity-related impacts, risks and dependencies through:
• Vineyards management practices;
• Land use considerations;
• Soil and ecosystem monitoring.
The process is supported by the DMA and ongoing operational practices. The assessment remains qualitative and is not yet
supported by a formal biodiversity risk mapping methodology.
G1-IRO 1.6:
The identification of business conduct-related IROs considers:
• Geographic presence (multiple jurisdictions);
• Sector-specific risks (alcohol production and marketing);
• Regulatory requirements and compliance frameworks.
Criteria used include:
• Legal and regulatory compliance;
• Ethical standards;
• Stakeholder expectations across the value chain.
IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement
IRO-2.56; IRO-2.59:
Purcari Wineries PCL has determined the content of its Sustainability Statement based on the results of the Double Materialit y
Assessment (DMA), in accordance with ESRS 1, section 3.2.
The Group applied a structured approach to identify:
• Material sustainability topics;
• Relevant Disclosure Requirements (DRs); and
• Material Data Points (DPs).
Materiality was assessed based on:
• Impact materiality – severity (determined as scale x scope x irremediability – only for negative impacts) x likelihood
– only for potential impacts;
• Financial materiality – magnitude x probability
Only Disclosure Requirements and Data Points considered material were included in the Sustainability Statement. Where
relevant policies, actions or targets are not yet in place, this is explicitly disclosed.
A complete index of all ESRS Disclosure Requirements covered, including their location within the report, is presented in
Annex – IRO-2 – Disclosure Requirements in ESRS covered by the sustainability statement.
In addition, Annex – IRO-2 – Disclosure Requirements in ESRS covered by the sustainability statement includes a table of
Data Points derived from other EU legislation (e.g. SFDR, EU Climate Law, Benchmark Regulation), indicating their
relevance and disclosure status.
This annex ensures full traceability between ESS requirements, regulatory datapoint and the disclosures included in the
Sustainability Statement.
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8. ENVIRONMENT
8.1. Climate Change
Table 4. Climate change IROs overview
Climate Change Adaptation
IRO Type
IRO label
Policies
Actions
Targets
RISK
(Physical risk)
Drought and
extreme
weather events
No standalone
climate adaptation
policy currently
adopted.
Operational practices are
implemented, however
these are not formalised
within a dedicated ESRS-
aligned action plan.
No formal established
targets for the reporting
period
OPPORTUNITY
Qualitative and
fertile soil
No standalone soil
management policy
was adopted.
Operational practices are
implemented, however
these are not formalised
within a dedicated ESRS-
aligned action plan.
No formal established
targets for the reporting
period
Climate Change Mitigation
IRO Type
IRO label
Policies
Actions
Targets
Actual positive
IMPACT
Promoting
climate change
mitigation
actions
No standalone
policies were
adopted.
Operational practices are
implemented, however
these are not formalised
within a dedicated ESRS-
aligned action plan.
No formal established
targets for the reporting
period
IROs and current approach
Following the Board of Director’s resolution as of February 6, 2026, based on the analysis of the industry peers’ sustainability
reports and the results of the climate risk assessment performed during 2025, the Group has identified climate change
adaptation and mitigation as a material sustainability matter after the Double Materiality Assessment (DMA) performed in
2024. At the reporting date, the Group has not yet formalised standalone policies, actions and measurable targets for these
topics. However, a range of operational practices and ongoing initiatives are in place and contribute to addressing the
identified impacts, risks and opportunities.
With respect to climate change adaptation, the Group has identified the risk of extreme weather events, including drought,
heatwaves and other natural hazards, which may affect grape yields, production continuity and supply chain stability. This
risk has been further supported by the findings of the climate risk assessment performed in 2025 in alignment with Task Force
on Climate-related Financial Disclosure recommendations, which identified drought and water stress as relevant physical risk
exposures acros s the Group’s operating regions. In response, the Group relies on a set of ongoing operational measures,
including geographic diversification of vineyards across Moldova, Romania and Bulgaria, partial sourcing of grapes from
third-party growers to reduce localized exposure, maintenance of wine reserves to absorb harvest variability, and the use of
irrigation infrastructure and water reservoirs. Additional practices include climate monitoring through meteorological
systems, soil and grass seeding, and the use of climate-resilient grape varieties supported by internal research initiatives.
These measures are embedded in day-today agricultural management and are expected to be further formalised into structured
adaptation planning in future reporting periods.
In addition, the Group has identified an opportunity related to soil quality and fertility, which is directly linked to both climate
resilience and product quality. The Group applies continuous soil monitoring and management practices, including cover
cropping (grass seeding), mulching, reduction of aggressive soil interventions, use of organic fertilizers and comport, and
implementation of precision viticulture techniques. These initiatives contribute to improved soil structure, increased water
retention a nd enhanced ecosystem resilience, while supporting the distinctive characteristics of the Group’s wines. Ongoing
collaboration with research institutions further supports the evaluation and optimisation of these practices. While certain
internal objectives exist (e.g. expansion of grass seeding, monitoring od pesticides use and organic matter), these are not yet
formalised as ESRS-aligned targets and are expected to be structured following the reassessment of the DMA.
With regard to climate change mitigation, the Group has identified a positive impact associated with the implementation of
energy efficiency and decarbonisation measures across its operations. Existing initiatives include the development of interna l
monitoring systems for energy consumption, installation and expansion of photovoltaic capacity, improvement of energy
efficiency in production processes, and the establishment of a Group-level greenhouse gas (GHG) inventory covering Sope
1, Sope 2 and Scope 3 emissions. These measures are supported by ongoing investments in renewable energy and process
optimisation, contributing to the reduction of carbon emissions and improved resource efficiency. While the Group has
initiated internal planning related to renewable energy expansion and emissions monitoring, these initiatives are not yet
formalised into externally disclosed targets and will be further developed as part of the Group’s evolving ESG framework.
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Overall, the Group’s approach to climate change remains operationally driven, while existing practices integrated into
vineyard management, production processes and infrastructure investments. The formalisation of policies, targets and
performance indicators is expected to follow the planned reassessment of the DMA and the further alignment of the Group’s
strategy and sustainability objectives.
E1-1 - Transition plan for climate change mitigation
E1-1.14:
Purcari Wineries Group acknowledges the increasing relevance of climate transition planning in the context of its agricultura l
operations and long-term business resilience. As of the reporting date, the Group has not yet adopted a formal transition plan
for climate change mitigation, nor has it formally aligned its strategy with a 1.5°C pathway under the Paris Agreement.
However, a number of operational practices and investment directions are already contributing to climate mitigation and are
expected to form the foundation of a future transition plan.
E1-1.16a:
The Group has not established GHG emission reduction targets aligned with limiting global warming to 1.5°C. Existing
initiatives contribute indirectly to emissions reduction; however, they are not yet structured within a Paris-aligned transition
framework. Alignment is expected to be assessed following the planned reassessment of the Double Materiality Assessment
(DMA).
E1-1.16b:
Although not formalized as a transition plan, the Group applies several decarbonization levers, including:
• Expansion of photovoltaic energy systems across wineries (capacity installed as of 31 December 2025: 1.3 MW at
Group level)
• Implementation of closed-loop fermentation technologies (Mythos, Ganymede) that permit lower energy
consumption.
• Development of sustainable viticulture practices, including soil management and organic conversion
E1-1.16c:
At this stage, the Group does not disclose a dedicated climate transition CapEx/OpEx plan, as no formal transition plan has
been adopted.
However, climate-related investments are embedded within operational expenditure and capital allocation, including:
• Renewable energy infrastructure (photovoltaic systems)
• Vineyard resilience measures (soil management, irrigation)
• R&D and innovation projects (e.g. Vine & Soil, Rara Neagra 2.0)
E1-1.16d:
The Group recognizes that certain assets and production processes (e.g. energy use in wineries, agricultural machinery,
fermentation processes) may involve locked-in GHG emissions, which could influence the pace of future decarbonization.
At present, no formal assessment of locked-in emissions has been completed; however, ongoing investments in renewable
energy and efficiency improvements are expected to progressively reduce exposure.
E1-1.16e:
The Group has not yet established a formal plan to align revenues, CapEx and OpEx with the criteria of Commission
Delegated Regulation (EU) 2021/2139.
Nevertheless, certain activities (e.g. renewable energy investments, sustainable agriculture practices) may contribute to
Taxonomy alignment and will be further assessed as part of future ESG development.
E1-1.16f:
The Group does not carry out significant activities related to coal, oil or gas, and therefore does not report significant CapEx
related to such activities.
E1-1.16g:
The Group does not carry out significant activities related to coal, oil or gas, and therefore does not report significant CapEx
related to such activities.
E1-1.16h:
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At present, climate transition considerations are partially integrated at an operational level but are not yet formally embedded
into the Group’s overall strategy and financial planning.
Climate-related initiatives are driven primarily by:
• operational efficiency objectives
• cost optimization (e.g. energy savings)
• resilience of agricultural production
Further integration is expected following the reassessment of the DMA and the alignment of the Group’s strategy post-
integration of the majority shareholder (Maspex Group).
E1-1.16i:
As no formal transition plan has been adopted, no approval by the administrative, management or supervisory bodies has
taken place.
E1-1.16j:
While no formal transition plan exists, the Group has made initial progress through operational initiatives, including:
• deployment of renewable energy infrastructure
• implementation of sustainable vineyard practices
• development of climate-related research and innovation projects
These initiatives represent early steps toward a structured climate transition approach.
E1-1.16f:
The Group has not yet adopted a climate transition plan.
The development and approval of such a plan is expected following:
• reassessment of the Double Materiality Assessment (2026)
• further alignment of strategy and ESG governance
GOV-3 – Integration of sustainability-related performance incentive schemes
E1-GOV-3.13:
As at the reporting period, remuneration arrangements for members of the administrative, management and supervisory
bodies do not include explicit climate-related performance indicators, and no portion of variable remuneration is linked to
climate-related targets.
This position is consistent across both Board-level and Executive Management remuneration structures.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
Purcari Wineries Group has performed an initial climate-related risk assessment in 2025, aligned with the recommendations
of the Task Force on Climate-related Financial Disclosures (TCFD). This assessment represents the Group’s first structured
exercise to identify, evaluate and quantify climate-related risks and opportunities across its operations and value chain.
The analysis provides a baseline understanding of exposure to both physical and transition risks, supporting management in
identifying priority areas for adaptation and strengthening operational resilience.
As this represents an initial assessment, the integration of results into the Group’s strategy and business model is ongoing and
will be further developed following the planned reassessment of the Double Materiality Assessment (DMA) in 2026.
This exercise provides a structured basis for identifying where operations are most vulnerable to climate-related risks. By
improving visibility over climate risk exposure, management can focus on areas requiring prompt attention and design
targeted adaptation measures to address the most relevant threats. This supports the protection of production processes and
contributes to the long-term continuity and sustainability of operations.
Building on this analysis, Purcari Wineries Group is now in a position to expand and refine its adaptation toolkit.
Incorporating such measures into operational and, progressively, strategic planning supports preparedness for a range of
climate scenarios and strengthens the Group’s ability to safeguard long-term performance and sustainability.
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E1.SBM-3.18; E1.SBM-3.19 a; E1.SBM-3.19 b; E1.SBM-3.AR 7b; E1.SBM-3.19 c; E1.SBM-3.AR 8 b:
The climate risk assessment covered assets located in the following vineyards:
• Moldova: Purcari, Bostavan, Bardar
• Bulgaria: Angel’s Estate
• Romania: Ceptura, Vinoteca Gherasim-Constantinescu
Relevant physical climate risks were selected by reference to the detailed list in Appendix A of the EU Taxonomy Regulation,
which sets out generic criteria for “Do No Significant Harm” (DNSH) to climate change adaptation.
For each risk considered applicable, the evaluation relied on the projected evolution of selected climate indicators. Transition
related risks were identified through extensive desk research, and their potential financial implications were analysed
quantitatively using NGFS scenarios to support valuation of the associated impacts.
The physical risks analysed are: drought, heat stress, heat waves, changing temperatures, cold waves, wildfire, changing wind
patterns, storm, water stress, changing precipitation patterns / precipitation variability, heavy precipitation, flooding, soil
erosion, soil degradation.
When modelling climate indicators and cost effects, the following climate scenarios were applied:
• SSP1-RCP2.6; Net Zero 2025
• SSP2-RCP4.5; Nationally Determined Contributions (NDC)
• SSP5-RCP8.5 – high emissions, Current policies, Fragmented World
As an outcome of this work, 12 material physical climate risks were identified, grouped as follows:
• Acute climate risks with higher exposure: Draught, Heatwaves, Wildfire
• Acute climate risk with lower exposure: Cold waves, Storm, Flooding
• Chronic climate risks with higher exposure: Heat stress, Changing temperatures, Water stress
• Chronic climate risks with lower exposure: Changing wind patterns, Changing precipitation patterns
Physical climate risks, and particularly those linked to water availability and temperature, have a pronounced influence on
vineyard performance, mainly through moisture deficit. Inadequate water supply can restrict vine growth, reduce vigour, and
produce smaller leaves, which ultimately leads to lower yields due to fewer or smaller grape clusters. While limited water
stress can in some cases improve grape concentration and flavour, prolonged or severe drought adversely affects fruit
composition, disturbing the balance between sugar, acidity, and phenolic compounds that are essential for wine quality.
Adverse climate conditions may also postpone ripening, causing harvest dates to fall outside optimal weather windows, and
can heighten susceptibility of vines to pests and diseases. Persistent drought can degrade soil structure and fertility, which in
turn requires more intensive irrigation interventions, raising production costs and complicating the management of water
resources at vineyard level.
Advancement of research is therefore a key element in understanding how specific grapevine varieties react to drought
conditions. These efforts support the maintenance of high-quality production and the development of innovative techniques
that improve water use efficiency. Purcari Wineries Group has initiated several projects focused on characterising vine
varieties and their responses to stress, with the objective of strengthening sustainability and grape quality, preserving the
long-term viability of vineyards in a changing climate, and lowering exposure to climate risks.
Based on the same climate risk assessment, 4 main groups of transition risks were defined:
• Policy, Regulatory, and Legal Risks
• Technological Risks
• Market Risks
• Reputational Risks
Within policy and regulatory risks, the evolving priority areas at EU level are particularly relevant for Purcari Wineries Group.
Key themes include climate adaptation, with increased financial support for climate related measures such as new agronomic
techniques and efficient irrigation systems. The EU promotes sustainable viticulture by encouraging environmentally friendly
farming methods, including the possibility for organic wine producers to offer dealcoholized wines without losing
certification status. Member states are also expected to benefit from greater flexibility in vineyard management, for example
through extended replanting authorisations.
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Digital labelling initiatives are intended to ease compliance costs for producers by enabling the use of electronic ingredien t
and nutritional disclosures. At the same time, the EU is working to clarify and strengthen quality policies for wines with
geographical indications, covering both Protected Designation of Origin (PDO) and Protected Geographical Indication (PGI)
wines. Biodiversity is another central focus area, with regulations encouraging practices that improve vineyard ecosystems,
such as the use of cover crops and natural pest control methods.
Compliance with these EU sustainability objectives can, however, generate significant expenditure for Purcari Wineries
Group, including consultancy services and internal resources dedicated to fulfilling regulatory requirements.
However, based on the results of the Double Materiality Assessment (DMA), the regulatory risks are not considered
financially material, as the additional costs generated by these risks are expected to be incremental and manageable within
the Group’s existing cost structure and operational planning. The Group’s exposure is further mitigated by its phased approach
to implementation and the availability of EU support mechanisms for sustainable agriculture.
Water use restrictions during drought periods may reduce yields and product quality, with implications for financial
performance. In addition, more stringent minimum emission standards for agricultural machinery could require substantial
capital investments in lower emission equipment, while stricter rules on pesticide and fertiliser use may lead to yield
reductions.
The EU’s measures to address excess wine supply may also oblige Purcari Wineries Group to remove vineyards that are not
economically viable or to leave grapes unharvested, which complicates vineyard management and can result in further yield
and revenue losses. Taken together, these emerging EU focus areas create both structural challenges and potential
opportunities for the wine sector.
Reputational risks identified in this assessment relate to the possibility of negative public reactions toward companies that do
not meet rising sustainability expectations.
However, these risks were assessed as not material within the DMA, as the Group’s established brand positioning, product
quality and existing sustainability practices reduce the likelihood of significant adverse financial impact in the short to
medium term.
Demand for sustainable and organic wines is increasing as consumers become more aware of environmental issues and health
considerations. Many customers prefer wines produced without synthetic pesticides and fertilisers and place value on ethical
production and transparency.
This tendency is particularly visible among younger consumers (between 25 – 40 years old), who are more likely to prioritise
health and sustainability. Interest in dealcoholized wines is also growing, especially among Millennials and Gen Z (of legal
drinking age), who are increasingly oriented toward mindful consumption. These trends may influence the revenues of Purcari
Wineries Group if customers shift towards competitors with stronger environmental credentials. Investor preferences are also
changing in f avour of businesses with robust sustainability commitments, which makes further strengthening of the Group’s
sustainability framework a priority.
Technological transition risks primarily concern the need to modernise operational technologies, which involves additional
investment. Capital allocation to green technologies is becoming essential for wine producers seeking to manage these risks
effectively. Adoption of solutions such as renewable energy, advanced water saving technologies, and organic farming
methods can improve resilience to asset stranding and better align product portfolios with consumer expectations for
sustainable goods. Conversely, delays in such investments can lead to higher operating costs, erosion of market share, and
potential write downs of assets that become less competitive or obsolete.
The broader wine market is simultaneously being reshaped by both physical and transition related effects of climate change.
Shifts in temperature and weather patterns are opening new geographical areas for viticulture, with regions such as the Unite d
Kingdom and parts of Scandinavia becoming increasingly suitable for grape growing. At the same time, greater climate
variability complicates production planning and contributes to alternating strong and weak harvest years, which can cause
oversupply in certain seasons and associated downward pressure on prices and margins.
Energy price volatility represents an additional and significant transition risk, as climate mitigation policies may lead to higher
energy costs. These fluctuations can increase the variability of operating expenses for Purcari Wineries Group, thereby
affecting profitability and making long term financial planning more complex. According to the Group’s analysis of energy
cost developments, the most pronounced increase in annual energy expenses is expected in Moldova, and relates to purchased
electricity, which is projected to rise by 20% in 2040 compared to 2025 levels under the Net Zero 2050 scenario.
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The climate risk and vulnerability assessment performed in 2025 has been conducted in alignment with the requirements of
ESRS E1 and the EU Taxonomy Regulation, including the consideration of hazard, exposure and vulnerability components
for each identified climate risk. The analysis was performed at asset level, using geospatial data for vineyards and production
sites, and assessed exposure across multiple climate scenarios (including SSP5-8.5 and NGFS scenarios), in line with
regulatory expectations.
Climate-related risks are assessed across the following time horizons:
• short-term: up to 2030, aligned with operational planning cycles;
• medium-term: 2030-2040, aligned with strategic planning and investment horizons;
• long-term: beyond 2040 (including 2050), aligned with vineyard lifecycle, asset longevity and long-term climate
projections.
These horizons reflect:
• the long-term nature of vineyard assets;
• capital allocation decisions (e.g. irrigation systems, replanting);
• the evolving nature of climate risks over time.
The assessment covered both own operations and, qualitatively, the value chain in relation only to the downstream value
chain, climate-related transition risks may influence consumer demand, distribution dynamics and market positioning. At this
stage, value chain risks are assessed qualitatively.
From a financial perspective, the assessment includes both qualitative and quantitative elements (qualitative elements includ e
only in respect of the impact of energy prices evolution). Physical risks such as drought, heat stress and changing temperatures
may lead to yield variability increased irrigation needs and higher operational costs. Transition risks, particularly energy price
volatility, have been quantified using NGFS scenarios, indicating a projected increase of approximately 20% in electricity
costs in Moldova by 2040 under a Net Zero 2050 scenario.
The anticipated financial effects from material physical and transition risks and potential climate-related opportunities were
not determined.
The analysis provides a baseline for future integration of climate-related financial risk modelling into strategic planning and
risk management processes.
E1-2 – Policies related to climate change mitigation and adaptation
E1-2.24:
As of the reporting date, Purcari Wineries Group has not adopted formal, standalone policies specifically addressing climate
change mitigation or climate change adaptation., as the sustainability reporting
Accordingly, no formal policies are currently in place to manage the Group’s material climate-related impacts, risks and
opportunities as defined under ESRS 1.
E1-2.62:
Purcari Wineries Group does not maintain dedicated formal policies for climate change mitigation or climate change
adaptation at the reporting date.
In the absence of formal policies, the Group currently relies on operational practices and ongoing initiatives to address
climate-related impacts, risks and opportunities.
These actions are embedded in day-to-day operations and primarily relate to:
• Vineyard and soil monitoring practices at winery level;
• Grass seeding and soil management techniques to improve water retention and reduce erosion;
• Gradual transition toward organic practices;
• Irrigation infrastructure and water management practices.
Climate change mitigation (operational practices)
• Installation and operation of photovoltaic systems across multiple sites;
• Use of low-emission winemaking technologies (UV-Boost treatment, sub-surface irrigation).
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These actions are not formalised within a structured policy framework, are not yet supported by ESRS-aligned targets, and
are implemented at operational level under the supervision of the Executive Management Team.
The absence of formal climate-related policies reflects the Group’s current situation. During the reporting period, the Group
underwent significant governance and strategic developments, including the integration of a new majority shareholder
(Maspex), changes in the Company’s Management and Board of Directors, and is currently ongoing the re-alignment of its
organizational structure and strategic direction.
E1-3 – Actions and resources in relation to climate change policies
E1-3.28:
Purcari Wineries Group implements a range of operational actions and allocates resources to address climate change
mitigation and adaptation, aligned with the material impacts, risks and opportunities identified through the Double Materiality
Assessment.
At the reporting date, these actions are not formalised under a dedicated climate action plan, but are embedded within
operational processes across viticulture, production and energy management.
Climate Change Adaptation actions
The Group applies several adaptation measures, primarily focused on vineyard resilience, soil health and water efficiency:
• Soil monitoring and precision viticulture:
In the context of the Vine & Soil initiative, in 2025, the Group continued to carry out the geo-cartographic soil
mapping across key vineyard sectors (including Purcari, Cuza, Chetrosu, Moscovei, Onesti, Angel’s Estate),
combined with soil sampling at multiple depths and locations.
The analysis covers key agronomic indicators, including:
• Soil pH;
• Structure and texture;
• Organic matter content;
• Macroelements (Nitrogen, Phosphorus, Potassium);
• Microelements (e.g. Boron, Zinc, Iron, Magnesium, Manganese).
These datasets are currently being interpreted and will support data-driven vineyard management decisions,
including fertilization, irrigation and long-term adaptation strategies.
• Climate and environmental monitoring systems:
The Group operated dedicated weather stations across all agricultural sectors, complemented by access to third-
party monitoring systems.
These stations provide high-frequency data (updated every 30-60 minutes) on:
• Air temperature;
• Air humidity;
• Wind speed;
• Precipitation levels;
• Vine Leaf wetness;
• Solar radiation;
• Dew point.
In addition, soil sensors integrated into irrigation systems monitor soil moisture and temperature.
The infrastructure enables:
• Early identification of climate-related risks (e.g. drought, disease pressure);
• Optimisation of irrigation and treatment timing;
• Improved responsiveness to short-term climate variability.
• Water efficiency and irrigation systems:
In 2022, the Group invested over EUR 3 million in automated irrigation systems currently covering approximately
300 hectares.
These systems:
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• Deliver water directly to vine roots;
• Reduce water consumption by up to 30%;
• Improve drought resilience and resource efficiency.
• Soil management and grass seeding:
Grass seeding between vineyard rows is implemented across approximately 400 hectares (Purcari vineyards), using
specialised seed mixtures.
This practice contributes to:
• Reduction of soil erosion;
• Improved water retention;
• Stabilisation of soil temperature;
• Increased soil organic carbon and biodiversity.
• Crop protection and input optimisation:
Plant protection treatments are applied in a controlled and monitored manner, typically 3-4 times per season, based
on climatic conditions and agronomic needs.
Active substances (e.g. cypermethrin, chlorantraniliprole, acetamiprid) are used to calibrate doses per hectares, with
variations depending on:
• Vineyard sector;
• Seasonal conditions;
• Pest and disease pressure.
The integration of climate monitoring systems supports:
• More precise application timing;
• Reduced unnecessary treatments;
• Improved environmental performance.
PGI/ DOC framework
Aside from the actions mentioned above, all Group vineyards are located within areas designated as Protected Geographical
Indications (PGI) or Controlled Designations of Origin (DOC/ PDO) and operate in compliance with applicable national and
European regulatory frameworks governing viticulture and winemaking.
In the Republic of Moldova, operations comply with the Law on Vine and Wine No. 57-XVI of 10 March 2006 and the
Specifications for the production of wines with geographical indication, as provided under Article 34 of Law No. 66-XVI of
27 March 2008. The applicable technical regulations include:
• Technical Regulation for Ștefan Voda PGI
• Technical Regulation for Codru PGI
In Romania, vineyards operate under the requirements applicable to each Controlled Designation of Origin (DOC), including,
for example:
• Dealu Mare DOC Specifications
In Bulgaria, vineyards comply with national legislation aligned with EU requirements governing PGI wines, under the
supervision of competent authorities responsible for vine and wine regulation.
• Bulgarian PGI Regulations
These regulatory frameworks establish minimum technical requirements related to vineyard management, soil use, production
practices and traceability, which contribute to maintaining soil health, preserving biodiversity and ensuring responsible
agricultural practices across the Group’s operations. Compliance is subject to yearly verification by national authorities and
certification bodies.
Photovoltaic Systems
The Group has implemented renewable energy solutions through the installation of photovoltaic systems across several
production sites, including Purcari Winery, Bostavan Winery, Bardar Distillery and Crama Ceptura.
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These installations form a core component of the Group’s climate change mitigation approach by reducing reliance on
externally sourced electricity and supporting the transition toward lower-emission energy consumption.
At Purcari Winery, rooftop photovoltaic systems with an installed capacity of approximately 500 kW generated around
500,000 kWh of electricity in 2025, covering approximately 40% of the site/s total electricity consumption.
Additional installations include:
• A 200 kW system at Bostavan Winery, generating approximately 206,000 kWh in 2025;
• A 200 kW system at Bardar Distillery, generating approximately 191,200 kWh in 2025;
• A 400 kW system at Crama Ceptura, installed in 2025, expected to generate approximately 470 MWh annually,
100% of the energy expected to be used for self-consumption, while contributing to a reduction of approximately
290 tCO
2
emissions per year.
These investments represent a key decarbonization lever and are financed through capital expenditure allocated to energy
efficiency and infrastructure development.
Low-emission winemaking technologies
The Group applies advanced fermentation technologies, including Mythos and Ganymede systems, within its production
processes. These systems enable the capture and controlled reuse of carbon dioxide generated during fermentation, reducing
the need for external energy inputs and supporting more efficient process management.
While the Group does not currently quantify the direct greenhouse gas emission reductions associated with these technologies,
their implementation contributes to improving energy efficiency and reducing process-related emissions within winemaking
operations.
1-3.29a; E1-3.29b; E1-3.29c:
Table 5. Decarbonization levers
Decarboni-
zation
Lever
Specific Action
Status
(planned or
implemented)
Time-
horizon
GHG Emissions
Reductions
Capex
and/or
Opex
Reference to
financial
statement
Expected
Achieved
Renewable
energy
(solar
photovoltaic
generation)
Installation of a
photovoltaic system
(400 kWp) for
electricity self-
consumptio at Crama
Ceptura, financed
through the
Modernisation Fund
under the state aid
scheme supporting
renewable energy
investments for self-
consumption in the
agricultural and food
sector (AFIR
Romania)
Implemented
(2025)
Long-
term (10-
20 years
operation
al
lifecycle)
Estimated
annual
reduction
of ~289.66
tCO
2
e,
based on
project-
level
calculation
s and
national
grid
emission
factors.
Not
measured
CapEx
(photovolta
ic system
installation,
equipment,
connection
infrastructu
re),
partially
fiannced
through
state aid
scheme
Recognised
within
“Property,
Plant &
Equipment”
additions in
the 2025
Consolidated
FInancial
Statements.
The photovoltaic installation was implemented under the programme: Granting of state aid financed from the Modernisation
Fund for supporting investments in new renewable electricity generation capacities for self-consumption in the agricultural
and food sector, administered by the Agency for Financing Rural Investments (AFIR), Romania.
The project, titled: Installation of new electricity generation capacities for self-consumption from solar sources, 400 kWp
(peak) at Crama Ceptura, contributes to increasing the hare of renewable energy used in the Group’s operations.
• Key technical and environmental parameters of the project include: Installed capacity: 0.4 MW
• Estimated annual electricity generation: ~473.39 MWh/year
• Estimated total generation over reference period: ~9,467 MWh
• Share of energy used for self-consumption: 100%
• Capacity factor: ~13.5%
The expected greenhouse gas emission reductions presented above are:
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• Based on project-level feasibility study assumptions;
• Calculated using standard emission factors and projected renewable energy output;
• Not yet validated through a Group-wide GHG accounting methodology or monitoring system.
Therefore:
• No achieved emission reductions are disclosed at this stage;
• The Group does not yet maintain a systemic process for tracking realised GHG performance at asset level.
E1-4 – Targets related to climate change mitigation and adaptation
E1-4.33:
At the reporting date, Purcari Wineries Gorup has not established formal, measurable, outcome-oriented targets related to
climate change mitigation or adaptation.
In particular:
• No GHG emission reduction targets have been approved;
• No baseline year or target year has been defined;
• No quantitative targets exist for Scope 1, Scope 2 or Scope 3 emissions;
• No intensity-based or absolute reductio targets have been set.
Also, the Group does not currently track the effectiveness of climate-related actions through ESRS-aligned targets, but rather
through the implementation of operational initiatives and investments.
E1-4.81:
Purcari Wineries Group is currently in an incipient stage of integrating climate-related considerations into its strategic and
reporting framework.
The absence of formal targets reflects:
• The early stages of ESRS implementation;
• The fact that the Double Materiality Assessment (DMA) was performed in 2024 and is planned to be reassessed in
2026;
• The ongoing development of a Group-level GHg inventory (Scope 1, 2 and 3);
• Significant governance and strategic changes, including:
• Integration of a new majority shareholder (Maspex Group);
• Changes in Board and Executive Management;
• Ongoing realignment of business strategy and objectives.
At this stage, the Group prioritises:
• Building a reliable data foundation;
• Strengthening internal processes and governance;
• Consolidating climate-related risk and opportunity assessments;
Following the reassessment of the DMA and further strategic alignment, the Group intends to:
• Define a baseline year;
• Establish measurable, ESRS-aligned climate targets;
• Develop a structured decarbonisation pathway.
E1-5 – Energy consumption and mix
E1-5.37:
The tables below present details on energy consumption and energy production indicators for the years 2024 and 2025.
Table 6. Energy consumption
Energy consumption and mix
2024
2025
%2025/ 2024
(1) Fuel consumption from coal and coal products
(MWh)
n/a
n/a
n/a
(2) Fuel consumption from crude oil and petroleum
products (MWh)
7,870.08
6,620.25
-15.88
(3) Fuel consumption from natural gas (MWh)
4,100.70
3,560.02
-13.18
(4) Fuel consumption from other fossil sources (MWh)
n/a
n/a
n/a
(5) Consumption of purchased or acquired electricity,
heat, steam, and cooling from fossil sources (MWh)
3,988.06
4,560.73
14.36
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(6) Total fossil energy consumption (MWh) (calculated
as the sum of lines 1 to 5)
15,958.84
14,741.01
-7.63
Share of fossil sources in total energy consumption (%)
86.88
84.11
-2.76pp
(7) Consumption from nuclear sources (MWh)
386.70
458.65
24.40
Share of consumption from nuclear sources in total
energy consumption (%)
2.01
2.62
0.61pp
(8) Fuel consumption for renewable sources, including
biomass (also comprising industrial and municipal waste
of biologic origin, biogas, renewable hydrogen, etc.)
(MWh)
n/a
n/a
n/a
(9) Consumption of purchased or acquired electricity,
heat, steam, and cooling from renewable sources (MWh)
1,177.68
1,348.30
14.49
(10) The consumption of self-generated non-fuel
renewable energy (MWh)
864.21
976.97
13.05
(11) Total renewable energy consumption (MWh)
(calculated as the sum of lines 8 to 10)
2,041.89
2,325.27
13.87%
Share of renewable sources in total energy consumption
(%)
11.12
13.27
2.15pp
Total energy consumption (MWh) (calculated as the sum
of lines 6, 7 and 11)
18,369.43
17,524.92
-4.60
Explanation of year-on-year variations (2025 vs. 2024)
The changes observed between 2024 and 2025 reflect a combination of operational, structural and energy sourcing factors,
including:
• Decrease in fuel consumption is primarily attributable to improved operational efficiency, optimisation of
transportation and logistics activities, and variability in agricultural operations across reporting periods.
• Decrease in natural gas consumption reflects changes in production volumes and processing intensity, improved
efficiency in heating and process-related energy use.
• Increase in purchased electricity in mainly driven by higher reliance on grid electricity in certain production
facilities, and variations in internal energy generation and consumption patterns across sites.
• Decrease in renewable energy consumption is primarily explained by variations in the availability and utilisation of
renewable electricity, as well as changes in operational demand and energy sourcing mix at subsidiary level.
The overall reduction in total energy consumption reflects operational optimisation, differences in production volumes
and efficiency improvements implemented across the Group.
E1-5.39:
Table 7. Energy production
Energy production
2024
2025
%2025/ 2024
Total energy production from renewable sources (MWh)
864.21
976.97
13.05
Total energy production from non-renewable sources
(MWh)
0
0
n/e
E1-5.40; E1-5.41:
Table 8. Energy intensity per net revenue
Energy intensity per net revenue
2024
2025
%2025/ 2024
Total energy consumption from activities in high climate
impact sectors per net revenue from activities in high
climate impact sectors (MWh/millions lei)
48.47
40.59
-16.25
Total energy consumption from activities in high climate
impact sectors
18,369.43
17,524.91
-4.59
Net revenue from activities in high climate impact sectors
(million RON)
379.00
431.79
13.9
Net revenue from activities other than in high climate
impact sectors (million RON)
4.3
4.5
4.7
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E1-5.42:
Purcari Wineries Group is engaged in viticulture, wine production and related operations, activities that fall within high
climate impact sectors, given their reliance on energy-intensive agricultural and industrial processes.
As these activities represent substantially all of the Group’s operations total energy consumption and total net revenue have
been used as a proxy for energy intensity calculations.
E1-5.33:
To ensure consistency between sustainability disclosures and financial reporting, the net revenue used in the calculation of
energy intensity is reconciled with the Group’s consolidated financial statements.
The reconciliation of net revenue from activities in high-climate impact sectors to the relevant financial statements revenue
is presented below:
Energy intensity per net revenue
2024
2025
Net revenue from activities in high climate impact sectors used to
calculate energy intensity (million RON)
379.00
431.79
Net revenue (other) (million RON) – represented by hotel and
restaurant services
4.3
4.5
Total net revenue (Financial statements) (million RON)
382.3
436.2
E1-5.AR38(b):
In accordance with ESRS E1-5.AR38(b), the Group confirms that the net revenue from activities in high climate impact
sectors corresponds to total consolidated revenue (Note 20), as substantially all activities fall within these sectors.
Methodology
Energy consumption has been calculated based on activity data collected from the subsidiaries. Energy consumption was
reported in MWh, with fuel consumption initially measured in liters and natural gas in cubic meters (m³), both converted into
MWh using standard energy conversion factors.
The classification between fossil and renewable energy sources is based on the origin of the energy consumed, distinguishing
between fossil fuels, grid electricity (the breakdown of electricity sources was estimated based on energy label of the
electricity suppliers or the national energy mix). Significant assumptions include the reliance on national average energy
source mixes where specific supplier data was unavailable. Limitations of the methodology include potential discrepancies
between national averages and actual supplier energy mixes, as well as the use of standard conversion factors that may not
fully capture variations in fuel quality or local energy production efficiency). These estimates represent the best available
data at the time of reporting and will be refined as more granular and supplier-specific information becomes accessible.
E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions
E1-6.44,48,49,51,52: Gross Scopes 1, 2, 3 and Total GHG emissions - GHG emissions per scope
Table 2. Gross Scopes 1, 2, 3 and Total GHG emissions
Gross Scopes 1, 2, 3 and Total GHG emissions
2025
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO2eq)
2,395.11
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)
n/a
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions (tCO2eq)
2,259.90
Gross market-based Scope 2 GHG emissions (tCO2eq)
2,237.57
Significant Scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO2eq)
26,119.07
1 Purchased goods and services
20,218.21
2 Capital goods
4,590.81
3 Fuel and energy-related Activities (not incl. in Scope1 or Scope 2)
831.62
4 Upstream transportation and distribution
63.74
5 Waste generated in operations
53.08
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6 Business traveling
52.34
7 Employee commuting
n/a
8 Upstream leased assets
n/a
9 Downstream transportations
n/a
10 Processing of sold products
n/a
11 Use of sold products
n/a
12 End-of-life treatment of sold products
309.27
13 Downstream leased assets
n/a
14 Franchises
n/a
15 Investments
n/a
Total GHG emissions
Total GHG emissions excl. biogenic CO
2
from wine fermentation (location-based) (tCO2eq)
30,774.08
Total GHG emissions excl. biogenic CO
2
from wine fermentation (market-based) (tCO2eq)
30,751.75
ESRS E1-6.53:
Table 3. GHG intensity per net revenue
GHG intensity per net revenue
2025
Total GHG emissions excl. biogenic CO
2
from wine fermentation (location-based) per net
revenue (tCO2eq/mil. RON)
70.55
Total GHG emissions excl. biogenic CO
2
from wine fermentation (market-based) per net
revenue (tCO2eq/mil. RON)
70.50
E1-6.55:
Greenhouse gas (GHG) emissions are monitored and reported across all scopes (Scope 1, Scope 2 and Scope 3) in accordance
with the GHG Protocol, ensuring a comprehensive view of the Group’s environmental footprint.
For the purpose of calculating GHG emissions intensity, total GHG emissions (excluding biogenic CO
2
emissions from wine
fermentation) are divided by net revenue, as reported in the Group’s Consolidated Financial Statements.
The Net Revenue used in the calculation corresponds to:
• RON 382.32 million for 2024; and
• RON 436.2 million for 2025,
As presented in the Consolidated Statement of Profit or Loss.
No adjustments have been made to the reported revenue figures for the purpose of calculating emissions intensity. The
boundary of the revenue used is consistent with the organisational boundary applied for GHG emissions reporting.
The Group’s operations are considered to fall predominantly within high climate impact sectors, and therefore total
consolidated revenue is used as the denominator for the intensity calculation.
For 2025, emissions data has been further disaggregated by country and by emission source type, enabling a more granular
analysis of the Group’s emissions profile and supporting improved transparency and decision-making.
E1-6.AR 41:
Country-level disaggregation of GHG emissions is not presented for the reporting period.
This is due to methodological limitations, as emissions, particularly Scope 3 (3.1) are calculated at Group level using
aggregated data and cross-geographical inputs, which do not allow for a reliable allocation by country.
Accordingly, the Group has not disclosed a country-level allocation in order to avoid introducing estimation uncertainty not
supported by the underlying data.
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E1-6.47:
During the reporting period, no significant changes occurred in the definition of the reporting boundary of the undertaking
and its value chan.
E1-6.AR 39b:
The Group discloses the methodologies applied, key assumptions made, and emission factors used in the calculation of its
GHG emissions in order to ensure transparency and consistency in reporting. Any material changes in the definition of the
reporting entity or in the scope of the value chain are documented, together with an explanation of their impact on year-on-
year comparability.
GHG emissions arise primarily from the Group’s core production activities and the related consumption of energy and
resources required for wine production, including fuel use, electricity consumption, fermentation processes, and supply chain
activities.
Scope 1 emissions are calculated based on fuel consumption data (diesel, gasoline, LPG and natural gas). For the reporting
year 2025, no fugitive emissions from refrigerants were reported. In addition to fuel-related emissions, direct CO
2
emissions
generated during the wine production process were also disclosed separately from the Scope 1 emissions. These amissions
are estimated based on internal analyses that quantify CO
2
generation for each category of wine produced.
Scope 2 emissions were determined using both market-based and location-based approaches. For operation in Romania,
emission factors reflecting the national electricity mix and vailable supplier-specific data are applied. For the Republic of
Moldova and Bulgaria, where supplier-specific emission factors are not available or accessible, a residual mix emission factor
was used.
Scope 3 emissions are calculated using a combination of activity-based data (internal quantitative data) and spend-based
methodologies. While quantitative input data is used as a basis for the calculations, the majority of Scope 3 emissions rely
on secondary emission factors derived from internationally recognised databases (e.g. DEFRA). Accordingly, only a limited
portion of Scope 3 emissions is based on primary data, while most categories are estimated using standardised emission
factors. Any Scope 3 categories excluded from the emission inventory are explicitly disclosed and justified based on
applicability and materiality considerations. Table 13. GHG emissions calculation methodology.
Table 11. GHG emissions calculation methodology
Emissions
category
Methodology description / reason for category exclusion
(1) Purchased
goods and
services
Expenses for goods and services purchased by Purcari were quantified in monetary terms, and GHG
emissions were calculated using spend-based method, for each type of expense and converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania were utilized. In the case of the Republic of Moldova, the emission factor for Romania was
applied due to the unavailability of specific emission factors for the Republic of Moldova. In case of
Bulgaria, same emission factor as for Romania was utilised considering the share of Bulgaria operations
within the Group.
(2) Capital goods
Expenditures for capital goods purchased by Purcari were quantified in monetary terms, and GHG
emissions were calculated using spend-based method, for each type of expense and converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania were utilized. In the case of the Republic of Moldova, the emission factor for Romania was
applied due to the unavailability of specific emission factors for the Republic of Moldova. In case of
Bulgaria, same emission factor as for Romania was utilised considering the share of Bulgaria operations
within the Group.
(3) Fuel and
energy-related
The upstream emissions related to the fuel consumption (diesel, petrol, LPG and natural gas) used by
Purcari were quantified. For this, the fuel consumption reported in the calculation of emissions in scope 1
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Activities (not
included in
Scope1 or Scope
2)
was considered, for which an emission factor related to the production and transport of the fuel to the
place of consumption was used. The upstream emissions were also calculated, related to losses in the
transport and distribution of electricity used by Purcari, using the same amount of electricity reported in
the calculation of GHG emissions in scope 2, but applying an emission factor related to losses in the
transport and distribution of electricity. The database used is DEFRA.
(4) Upstream
transportation
and distribution
Expenses for upstream transportation and distribution purchased by Purcari were quantified in monetary
terms, and GHG emissions were calculated using spend-based method, for each type of expense and
converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania and Bulgaria were utilized. In the case of the Republic of Moldova, the emission factor for
Romania was applied due to the unavailability of specific emission factors for the Republic of Moldova.
(5) Waste
generated in
operations
The total quantities of waste generated are collected, broken down by waste types; quantified in monetary
terms, and GHG emissions were calculated using spend-based emission factors from the Exiobase
database.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania and Bulgaria were utilized. In the case of the Republic of Moldova, the emission factor for
Romania was applied due to the unavailability of specific emission factors for the Republic of Moldova.
(6) Business
travelling
For the calculation of GHG emissions associated with this category, emission factors from the Exiobase
monetary database were used, and GHG emissions were calculated using spend-based method, for each
type of expense and converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania and Bulgaria were utilized. In the case of the Republic of Moldova, the emission factor for
Romania was applied due to the unavailability of specific emission factors for the Republic of Moldova.
(7) Employee
commuting
Not material. Based on the current assessment, this category is not considered material for the Group’s
Scope 3 emissions profile.
(8) Upstream
leased assets
Purcari does not lease any assets upstream.
(9) Downstream
transportation
For the calculation of GHG emissions associated with this category, emission factors from the Exiobase
monetary database were used, and GHG emissions were calculated using spend-based method, for each
type of expense and converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania and Bulgaria were utilized. In the case of the Republic of Moldova, the emission factor for
Romania was applied due to the unavailability of specific emission factors for the Republic of Moldova.
(10) Processing
of sold products
The products are finished products and are not further processed.
(11) Use of sold
products
Not applicable. The Group’s products (wine and related beverages) do not generate significant direct
GHG emissions during their use phase. The consumption of wine (final product) does not involve energy
use or emissions-generating processes attributable to the product itself. Therefore, emissions associated
with the use phase are considered negligible and not material for the purposes of Scope 3 reporting.
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(12) End-of-life
treatment of sold
products
For the calculation of GHG emissions associated with this category, emission factors from the Exiobase
monetary database were used, and GHG emissions were calculated using spend-based method, for each
type of expense and converting from:
o RON to euros, using the average EURO-RON exchange rate from 2025
o BGN to euros, using the average EURO-BGN exchange rate from 2025
o MDL to euros, using the average EURO-MDL exchange rate from 2025,
using the average conversion rates from National Banks.
For the calculation of GHG emissions associated with this category, emission factors from the Exiobase
monetary database were used, and GHG emissions were calculated using quantity of packaging
introduced on the market.
For the assessment of greenhouse gas (GHG) emissions related to this category, emission factors for
Romania were utilized. In the case of the Republic of Moldova, the emission factor for Romania was
applied due to the unavailability of specific emission factors for the Republic of Moldova. In case of
Bulgaria, same emission factor as for Romania was utilised considering the share of Bulgaria operations
within the Group.
(13) Downstream
leased assets
Purcari does not rent any downstream assets.
(14) Franchises
Purcari does not operate in franchises business model.
(15) Investments
The Group does not have investment activities that fall within the scope of Category 15 under the GHG
Protocol. The Group does not operate as a financial institution and does not hold material equity or debt
investments that would require the calculation of financed emissions.
E1-6.AR 42c:
The Group has not identified any significant events or changes in circumstances occuring between the reporting date of the
entites in its value chain and the date of approval of the financial statements that would materially affect the reported GHG
emissions.
E1-6.AR 45d:
The Group does not use contractual instruments such as power purchase agreements (PPAs), guarantees of origin, or other
market-based instruments for the purchase or sale of electricity with specific energy attributes.
Therefore:
• 0% of Scope 2 emissions are covered by contractual instruments;
• No bundled or unbundled energy attribute claims are applied.
Scope 2 emissions are calculated using standard location-based and market-based emission factors, without adjustments for
contractual instruments.
E1-6.AR 46g:
The majority of Scope 3 emissions are calculated using secondary data and spend-based methodologies.
Primary data is used only for selected categories (e.g. fuel and energy-related activities), while most categories rely on
emission factors derived from external databases (e.g. Exiobase, DEFRA).
E1-6.AR 46j:
The Group has not identified material biogenic CO
2
emissions occurring in the value chain.
No additional biogenic emissions are reported under Scope 3.
E1-6.AR 46h:
The organisational boundary is aligned with the financial consolidation perimeter, and the value chain includes activities
related to procurement, logistics, production inputs, and product end-of-life.
Emissions are calculated using a combination of:
• Spend-based methods;
• Emission factors sourced from internationally recognised databases (Exiobase, DEFRA).
Where specific data is not available, reasonable proxies and assumptions have been applied.
E1-6.AR 43(c), AR 45(e):
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Biogenic CO₂ emissions from fermentation are estimated based on the quantity of fermentable sugars processed, using a
practical conversion factor derived from fermentation stoichiometry (approximately 0.49 kg CO₂ per kg of sugar, adjusted
for operational conditions). The calculation further accounts for CO₂ retained in the finished wine, using a conservative
residual dissolved CO₂ factor of ~1.5 g/L for still wines (with typical industry ranges of 1.5–2.0 g/L for white wines and 0.2–
0.4 g/L for red wines).
Accordingly, total emissions are calculated as:
CO₂ generated = fermentable sugars × conversion factor;
Less retained CO₂ = finished wine volume × 1.5 g/L;
Net emissions = generated CO₂ – retained CO₂, representing the portion released during fermentation and subsequent
cellar operations.
During 2025, the Group generated biogenic emissions determined by the wine fermentation process of 2,730.65 tCO2eq
(2024: 1,754.42 tCO2eq).
E1-6.50:
GHG emissions are reported based on the financial or operational control approach. All entities over which the Group
exercises financial control are included in the reporting boundary, in line with the consolidation perimeter used for financial
reporting.
However, for the purpose of this Sustainability Statement, certain subsidiaries with no or limited operational activity during
the reporting period have been excluded, as their contribution to the Group’s overall GHG emissions and sustainability
performance is not considered material. These entities include: Vinorum Holdings Ltd, West Circle Ltd, Ecosmart Union SA
(as of July 2024), Domeniile Cuza SRL (which operates using resources of Vinaria Bostavan), Casa Purcari SRL (not yet
operational), Purcari Foundation (due to its limited size and use of resources from Vinaria Purcari), Purcari Wineries Ukraine
LLC, HTA Purcari Icecek Dis Ticaret Limited Sirketi, Vintech Innovations SRL and Les Terres Noires.
The exclusion of these entities does not have a significant impact on the completeness or accuracy of the reported GHG
emissions.
The Group is in an initial stage of GHG data maturity and will continue to enhance data quality, coverage and methodological
robustness in future reporting periods.
E1-7 – GHG removals and GHG mitigation projects financed through carbon credits
During the reporting period, Purcari Group did not develop, nor partake in GHG removal and storage plans. No GHG removal
or reduction projects were financed during the financial year in consideration.
Currently Purcari Group does not have carbon credits and did not use them during the financial year under consideration.
E1-8 – Internal carbon pricing
Purcari Group does not currently employ an internal carbon pricing scheme.
E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related
opportunities
For the reporting period, the Group did not assess the anticipated financial effects of material physical and transition risk s
and the potential to benefit from significant climate-related opportunities, this requirement being phased in in accordance
with the ESRS provisions.
8.2. Water and Marine Resources
Table 4. Water and marine resources IROs overview
Water consumption
IRO Type
IRO label
Policies
Actions
Targets
Actual
negative
IMPACT
Intensive
Water
Consumption
in Viticulture
No standalone policy
formally adopted at
Group level for the
reporting period.
Operational practices are
implemented, however
these are not formalised
within a dedicated ESRS-
aligned action plan.
No formally approved ESRS-
aligned targets established for
the reporitng period.
IRO-1 – Description of the processes to identify and assess material water and marine resources-related impacts, risks
and opportunities
E3.IRO-1.8a:
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Purcari Wineries Group applied a structured approach to screen and identify actual and potential water and marine resources-
related impacts, risks and opportunities across its own operations and upstream and downstream value chain.
The screening process was based on an analysis of production activities, existing operational practices and ongoing projects
related to water management. It supports the identification of relevant impacts and risks within the Group’s Double
Materiality Assessment (DMA), which provides the overarching framework for determining and prioritising material
sustainability matters, complemented by a climate risk assessment aligned with TCFD.
As part of this process, the Group assessed the geographic location of its own assets and, to a qualitative extent, key supplier
locations in relation to areas exposed to water stress. This assessment is based on internal operational knowledge, regional
climate risk analyses and available external data sources (e.g. climate risk assessments and regional water stress indicators).
The analysis indicates that a significant share of the Group’s operations is located in regions exposed to medium to high lev els
of water stress, particularly Moldova and Romania.
The scope of the screening covers vineyard operations, production facilities and relevant value chain activities, with a focu s
on identifying areas where water consumption and water stress may result in adverse environmental impacts or operational
risks. The process is carried out with the involvement of the Group’s agricultural and R&D teams, which contribute technical
expertise and site-level insights.
Given the nature of wine production, which requires significant water inputs (with approximately 450 litres of water
associated with the production of one litre of wine), the Group recognises the importance of systematically assessing water-
related pressures, particularly in drought-prone regions such as Moldova and Romania.
The identification and assessment process is supported by a combination of methodologies, assumptions and technical tools,
including:
• Monitoring of irrigation volumes, precipitation patterns and evapotranspiration indicators;
• Soil analysis and assessment of water retention capacity, including through initiatives such as the Vine & Soil
project;
• GIS mapping and Automatic Resistivity Profiling (ARP) (e.g. GEOCARTA) to determine parcel-level water
availability and variability;
• Use of climate-related scenario analysis to assess evolution of drought conditions and future irrigation requirements.
Key assumptions underlying the assessment are based on historical irrigation volumes (since installation in 2022), cellar water
consumption patterns (monitored yearly by the production facility) and projected increases in water stress driven by climate
change (GEOCARTA, Climate risk report).
Going forward, the screening and assessment process will be further refined following the planned revision of the Double
Materiality Assessment.
E3.IRO-1.8b:
Recognising the importance of stakeholder input is understanding local water-related challenges. Purcari Wineries Group
maintains ongoing engagement with stakeholders in the regions where it operates. At operational level, production
management teams maintain regular dialogue with local authorities and community representatives.
These interactions aim to gather locally grounded insights and maintain awareness of water availability, competing uses of
water resources and existing sensitivities, thereby complementing the Group’s technical assessment processes.
Consultation practices include:
• On-site meetings with local communities in the Stefan Voda and Cahul regions (Republic of Moldova), Prahova
(Romania) and Banya (Bulgaria);
• Feedback discussions with farmers and suppliers during seasonal agricultural planning;
• Collaborative sessions with academic experts, including the Institute of Pedology, Agrochemistry and Soil
Protection “Nicolae Dimo”;
• Participation in environmental forums and regional roundtables organised by public authorities in Moldova and
Romania.
As part of the DMA, the Group used as proxy members of the Executive Management Team (considering their interaction in
the mediums described above) with:
• Vineyard workers and neighbouring agricultural producers;
• Environmental non-governmental organisations;
• Regional water authorities and inspectorates;
• Research institutions involved in agronomic and environmental projects.
Key findings from these consultations include:
• Concerns regarding groundwater extraction for irrigation during periods of water scarcity;
• The need to improve irrigation efficiency and explore alternative water management solutions, including rainwater
capture and retention.
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These insights support the continuous improvement of water management practices within the Group and inform operational
decisions, including:
• Measures to improve soil moisture retention through increased organic matter and the use of cover crops;
• Gradual integration of drought-tolerant grape varieties with lower irrigation requirements.
At present, consultations are conducted on an ad hoc basis and are not yet formalised within a structured stakeholder
engagement framework.
E3-1 – Policies related to water and marine resources
E3-1.11:
Purcari Wineries Group has not yet adopted a formal standalone policy specifically addressing water and marine resources
for the reporting period.
The management of water-related impacts, risks and opportunities is addressed through operational practices and technical
measures implemented at site level, rather than through a consolidated, ESRS-aligned policy framework.
E3-1.12a:
While no formal policy has been adopted, water management aspects are addressed in practice through operational procedures
and technical measures across the Group’s activities.
These practices include:
• Use and sourcing of water – water use is monitored at operational level, including irrigation volumes and production-
related consumption. Water sourcing is primarily based on local groundwater (via dedicated wells) and surface
water sources (including the Dniester River), with monitoring systems in place to support efficient use and control
of water consumption.
• Water treatment – wastewater generated from production processes is subject to treatment and filtration, ensuring
compliance with applicable environmental regulations prior to discharge or reuse.
• Prevention and abatement of water pollution – the Group applies controlled use of agricultural inputs (e.g. fertilisers
and plant protection products and implement soil management practices aimed at reducing runoff and minimizing
the risk of contamination of water bodies.
E3-1.12b:
Water-related considerations are not formally integrated into product and service design through a dedicated policy. However,
operational practices such as sustainable viticulture techniques and soil management contribute indirectly to reducing water
use and preserving natural resources.
E3-1.12c:
The Group has not formalised a policy-level commitment to reduce water consumption in his high water-risk areas.
Nevertheless, operational measures such as precision irrigation, soil moisture monitoring and the use of drought-resistant
grape varieties are implemented in regions exposed to water stress, supporting the efficient use of water resources.
E3-1.13 & MDR – P.62:
Purcari Wineries Group operates in Moldova, Romania and Bulgaria, regions that are generally exposed to moderated to
elevated levels of water stress, particularly due to increasing climate variability and the frequency of drought conditions i n
South-Eastern Europe.
At the reporting date, the Group has not performed a standalone, geolocation-based assessment of water stress exposure across
all its sites and value chain locations using dedicated tools (such as the Aqueduct Water Risk Atlas or similar methodologies).
Instead, the consideration of water-related risks is based on internal operational knowledge, regional climate risk analyses
and broader assessments performed within the Double Materiality Assessment (DMA) and climate risk analysis.
At the reporting date, the Group has not yet adopted a formal policy specifically addressing water and marine resources in
areas of high-water stress. This reflects the current stage of development of its sustainability framework, where water-related
impacts, risks and opportunities are still being progressively structured and formalised.
In addition, the reporting period was characterised by changes in governance structures and decision-making processes,
including updates at Board and executive level. These developments have influenced the timing and formal policy definition
and the prioritisations of sustainability-related initiatives.
At present, water-related risks in high-stress areas are managed through operational practices and technical measures
implemented at site level, as previously mentioned.
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Looking forward, the decision to establish a formal policy or alternative governance framework for water and marine
resources will be taken following:
• The planned reassessment and validation of the Double Materiality Assessment (DMA); and
• The clarification of the Gorup’s strategic direction under the updated governance structure.
At this stage, no fixed timeline has been formally approved; policy development is expected in future reporting periods as th e
Group’s sustainability framework develops.
E3-2 – Actions and resources related to water and marine resources
E3-2.17:
Purcari Wineries Group has not established a formal, ESRS-aligned action plan or a structured framework for allocating
resources specifically dedicated to water and marine resources.
However, a range of operational actions and technical measures are implemented across the Group’s activities to address
identified water-related impacts and risks. These actions are primarily driven by operational needs, agronomic practices and
continuous improvement initiatives, rather than a centrally formalised programme.
Key actions implemented include:
• Deployment of precision irrigation systems (including subsurface drip irrigation and fertigation) to optimise water
use efficiency;
• Monitoring of soil moisture, climatic conditions and irrigation volumes through digital tools and field-based sensors;
• Adaptation of soil management practices (e.g. grass seeding, organic matter enhancement) to improve water
retention and reduce irrigation demand.
At present, these actions are not formalised with a consolidated ESRS-aligned action plan, and are not supported by formally
defined budgets, timelines or KPIs at Group level. Financial resources are allocated on a project-by-project basis, as part of
broader capital expenditure and operational investment decisions.
E3-2.19:
All regions in which the Group operates are considered to be exposed to moderate to high levels of water stress, particularly
during peak agricultural seasons.
In these areas, the Group implements targeted operational measures aimed at improving water efficiency and reducing
pressure on local water resources.
• Optimisation of irrigation practices through precision irrigation systems and soil moisture monitoring;
• Enhancement of soil water retention through agronomic practices such as grass seeding and organic matter
management;
• Gradual integration of drought-tolerant grape varieties with lower irrigation requirements (Rara Neagra, Feteasca
Neagra);
• Continuous monitoring of water use and adjustment of irrigation schedules based on climatic conditions.
These measures support the reduction of reliance on irrigation and contribute to improved resilience of vineyard operations
under water stress conditions.
Looking forward, the Group intends to consolidate existing practices into a more structured framework, including the potentia l
development of a Water Stewardship Plan, following the reassessment of the Double Materiality Assessment and further
alignment with the Group’s strategic direction.
E3-3 – Targets related to water and marine resources
E3-3.22; E3-3.25:
For the reporting period, Purcari Wineries Group has not established formal, measurable or time-bound targets specifically
related to water and marine resources.
At present, the Group monitors the effectiveness of its actions through operational indicators and technical performance
metrics (e.g. irrigation efficiency, soil moisture levels, wastewater treatment performance), rather than through formally
defined ESRS-aligned targets.
The absence of formal targets reflects the current stage of development of the Group’s sustainability management framework.
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During the reporting period:
• the Double Materiality Assessment (DMA) was in an initial implementation phase and is subject to planned
reassessment and validation in 2026;
• governance structures and decision-making processes underwent changes, including updates at Board and executive
level;
• the Group’s sustainability strategy and long-term objectives are in the process of being defined and aligned with the
updated governance framework.
In this context, the Group has prioritised the implementation of operational measures and data collection processes, with the
objective of establishing a reliable baseline for future target setting.
In line with the principles of the Task Force on Climate-related Financial Disclosures (TCFD), the Group intends to
progressively enhance its approach to sustainability management, including the definition of measurable targets linked to
identified risks and opportunities.
Looking forward, the Group expects to define water-related targets following:
• the reassessment and validation of the Double Materiality Assessment (DMA); and
• the formalisation of the Group’s strategic objectives and sustainability roadmap under the updated governance
structure.
These future targets are expected to address:
• water consumption and efficiency in own operations;
• resilience to water stress in key vineyard regions;
• optimisation of irrigation practices;
• wastewater management and reduction of environmental impacts.
Until such targets are formally adopted, the Group will continue to rely on operational practices, technical monitoring systems
and internal performance indicators to manage water-related impacts and risks.
E3-4 – Water consumption
E3-4.28; E3-4. 29:
Table 13. Water resources
Water resources
2025
Total water consumption in operations
549,032 m3
Total water consumption in areas at water risk (including areas of high-water stress)
549,032 m3
Total water recycled and reused
n/a
Total water stored and changes in storage (irrigation pools)
35,000 m3
Water intensity, calculated as total water consumption in operations in m³ per million RON net
revenue
1,258.67 m3
per million RON
Primary water sources consist of local groundwater wells and municipal supply, depending on the winery site (Purcari,
Bostavan, Bardar). While the relevant water basins are not formally classified as high risk, they are exposed to seasonal
drought conditions. No significant risks related to water contamination have been identified during the reporting period.
Water consumption data is compiled based on local water invoices, meter readings and estimated vineyard irrigation volumes.
These data points primarily reflect water withdrawals rather than water consumption as defined under ESRS.
At this stage, the Group does not systematically differentiate between water withdrawn and water consumed (i.e. water not
returned to the same catchment in a usable form), due to limitations in measurement systems and data availability. As a result,
water withdrawals made for the purpose of vineyard irrigation was used as a proxy for water consumption, acknowledging
that actual consumption may differ depending on evaporation, soil absorption and return flows.
The ISO 14046 Water Footprint standard is not currently applied; however, internal reporting follows generally accepted
industry practices. The Group intends to further refine its methodology in future reporting periods to better align with ESRS
definitions of water consumption.
Water use information is derived from a combination of direct measurements and estimates. Direct measurements are partially
implemented at main production sites through installed water meters, while irrigation volumes are estimated based on
agronomic benchmarks.
The Group applies standard vineyard irrigation benchmarks and winery water-use coefficients per hectare of planted
vineyards and per ton of grapes processed. These estimates take into account regional rainfall patterns, DOC regulatory
constraints (which allow irrigation primarily in drought conditions), and seasonal water requirements for sanitation and
production processes.
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Measurement approach, estimation methodology and data frequency
Water consumption data is derived using a combination of direct measurements and estimation techniques, reflecting the
current level of metering coverage across the Group’s operations.
Direct measurements
Water volumes are directly measured at sites connected whether to public water supply networks or to own water sources
(wells), based on meter readings and supplier invoices. This applies in particular to:
• Purcari, Onesti, Bostavan and Crama Ceptura – where water is primarily sourced from own wells and monitored
through internal metering systems;
• Bardar, Vinoteca Gherasim and Angel’s Estate – where water consumption is primarily based on supplier invoices
and external metering from public water networks.
Estimated data
Where direct measurements are not fully available, water consumption is estimated based on:
• vineyard surface area and crop-specific irrigation coefficients (m³/ha);
• production volumes (e.g. tonnes of grapes processed and litres of wine produced);
• climatic conditions, including precipitation levels and drought intensity during the reporting period.
These estimates are developed and reviewed by operational and agronomic teams and are aligned with internal benchmarks
and industry practices.
Water stored
Water stored (e.g. irrigation basins/reservoirs) is determined based on technical capacity and operational records. Storage
volumes are calculated using:
• design capacity of reservoirs (m
3
);
• operational records of water intake and usage for irrigation systems.
At this stage, storage volumes are primarily based on technical specifications and operational estimates rather than continuous
automated measurement.
Uncertainties associated with estimated data primarily relate to:
• variability in climatic conditions affecting irrigation needs;
• differences between theoretical irrigation requirements and actual field application;
• partial availability of metering infrastructure at certain sites.
To address these uncertainties, the Group applies conservative assumptions, cross-checks estimate against available invoices
and meter readings and performs internal consistency reviews at subsidiary level. The ongoing expansion of metering systems
is expected to further reduce estimation uncertainty in future reporting periods.
Data collection and reporting frequency is aligned with local regulatory and operational practices in each jurisdiction:
• In the Republic of Moldova, water use from own sources is reported periodically (typically semi-annually or
annually) to the State Tax Service and relevant environmental authorities, based on metered volumes and fiscal
declarations;
• In Romania and Bulgaria, water consumption from public networks is monitored through supplier invoices and
meter readings, typically on a monthly basis, with reporting obligations aligned with local environmental and utility
regulations;
• Internally, water consumption data is consolidated on an annual basis for reporting purposes, with periodic
monitoring at site level to support operational management.
This combined approach ensures that water consumption data is grounded in available evidence while progressively
improving accuracy, consistency and completeness over time.
The Group is in the process of improving metering infrastructure and data collection systems in order to increase the share o f
directly measured water consumption in future reporting periods.
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E3-5 – Anticipated financial effects from material water and marine resources-related risks and opportunities
For the reporting period, Purcari Wineries Group did not assess the anticipated financial effects from material water and
marine resources-related risks and opportunities applying the phase in exception as per ESRS provisions.
9. EU TAXONOMY
Prepared in accordance with Regulation (EU) 2020/852 (EU Taxonomy Regulation)
9.1. Reporting context and approach
This report has been prepared to comply with the disclosure requirements of Article 8 of Regulation (EU) 2020/852. The
information presented has been prepared at consolidated Group level and covers the reporting period 1 January to 31 December
2025, in line with the Group’s statutory financial reporting boundary.
The purpose of these disclosures is to provide transparency on the extent to which the Group’s economic activities are associated
with environmentally sustainable activities as defined by the EU Taxonomy framework, through the presentation of the
Taxonomy Key Performance Indicators (KPIs) for Turnover, Capital Expenditure (CapEx) and Operating Expenditure (OpEx).
The Taxonomy KPIs have been calculated and presented in accordance with the requirements of Commission Delegated
Regulation (EU) 2021/2178 (the Article 8 of the Delegated Act), and subsequent amendments by Delegated Regulation (EU)
2022/1214 and Delegated Regulation (EU) 2023/2486.
From financial year 2025 onward, the European Commission introduced Commission Delegated Regulation (EU) 2026/73 of
4 July 2025 (the Omnibus Delegated Act), allowing entities to streamline certain aspects of Taxonomy reporting, including
proportionality in KPI disclosures and a more pragmatic approach to eligibility screening and narrative disclosures. Purcari
Wineries Group has chosen to apply this Omnibus simplification regime for FY2025, which is reflected in the structure and
presentation of the Taxonomy KPIs in this report.
Building on this approach, quantitative materiality thresholds have been applied when disclosing Taxonomy KPIs. In line with
Article 2(1a) -(1d) of the amended Disclosures Delegated Act, the Group assessed the contribution of individual economic
activities within a KPI (i.e. capital expenditure), calculated their respective shares in the KPI denominator, and identified those
activities whose cumulative contribution remained below the 10% threshold. These activities were classified as non‑material
for the relevant KPI and were not further assessed for Taxonomy alignment. In accordance with the regulatory requirements,
such non‑material activities were not excluded from the KPI denominators and are disclosed separately in Taxonomy Table 27.
“Summary KPIs”. All remaining activities were assessed in their entirety for Taxonomy eligibility and are further described i n
the sections below.
This report should be read in conjunction with the Group’s consolidated financial statements for FY2025, prepared in
accordance with IFRS accounting standards, and forms an integral part of the Group’s Sustainability Statement and Annual
Report.
9.2. Scope of assessment
All entities within the Purcari Wineries Group were covered within the scope of this report and assessed for EU Taxonomy
eligibility. While the full group was screened, only the active wine production and distillation entities were associated wit h
Taxonomy-eligible activities during FY2025.
The table below presents an overview of the entities included within the consolidation perimeter of Purcari Wineries Group
for FY2025, together with their principal activities and the corresponding NACE codes used for the EU Taxonomy
assessment.
Table 14. Group-level EU Taxonomy scoping assessment
Group company name
Principal activity
Associated NACE codes
Company active in
2025?
Purcari Wineries Public
Company Limited
Holding company
Hospitality (Bar &
Restaurant)
Cultivation of grapes
64.20 - Activities of holding
companies
56.10 - Restaurants and
mobile food service activities
01.21 - Growing of grapes
Yes
Vinorum Holdings Ltd
Yes
West Circle Ltd
Yes
Casa Purcari SRL
No
Vinoteca Gherasim
Constantinescu SRL
Yes
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Les Terres Noires SRL
Yes
Vinaria Bardar SA
Production, bottling
and sales of wine
11.01 - Distilling and
blending of spirits
11.02 - Manufacture of wine
from grape
Yes
Crama Ceptura SRL
Yes
Vinaria Bostavan SRL
Yes
Vinaria Purcari SRL
Yes
Angel’s Estate SA
Yes
Domeniile Cuza SRL
Yes
Timbrus Estate SRL
Yes
Purcari Wineries
Ukraine LLC
Trading & Marketing
46.90 - Other wholesale
trade (direct product sales)/
46.34 Wholesale of
beverages
No
HTA PURCARI
ICECEK DIS TICARET
LIMITED SIRKETI
No
VINTECH
INNOVATIONS SRL
IT services
62.01 - Computer
programming activities
Yes
Fundatia Purcari AO
Charity
94.99 - Activities of other
membership organisations
No
9.3. Eligibility assessment
All entities within the Group’s consolidation perimeter and all identified economic activities were assessed against the EU
Taxonomy activity descriptions to determine potential eligibility.
The identification and assessment of Taxonomy-eligible economic activities have been performed based on:
• Commission Delegated Regulation (EU) 2021/2139 (the Climate Delegated Act), as amended by Delegated
Regulation (EU) 2023/2485 and Delegated Regulation (EU) 2024/3215, and
• Delegated Regulation (EU) 2023/2486 (the Environmental Delegated Act), where applicable.
The starting point of the screening was the NACE-based mapping presented in Table 26. However, eligibility was not assessed
at NACE code level alone, but at the level of the actual economic activities performed by each entity in FY2025, taking into
account the specific nature of operations and the applicability of activities defined in the Climate and Environmental
Delegated Acts.
Entities classified as “active in 2025” in Table 26 were assessed to determine whether their activities corresponded to any
Taxonomy-eligible economic activities. Where an entity’s activities did not fall within the scope of the EU Taxonomy activity
descriptions, or where the activities were not associated with Taxonomy-eligible capital expenditure, the entity is indicated
as having no Taxonomy-eligible activities for the reporting period. Entities that were inactive during FY2025 or outside the
operational scope of the Group were not subject to further eligibility assessment.
For FY2025, eligible activities were only identified in relation to the CapEx KPI. Turnover and OpEx do not have associated
eligible activities and are therefore reported as zero for eligible and aligned KPIs.
The following material eligible activities have been determined:
Eligible Activity
Project Description
CCM 7.1
Construction of new buildings
Construction of new non-residential buildings and associated concrete
platforms to support production, processing, storage and logistics
activities, including fermentation and maturation facilities, bottling and
glass storage areas, operational sections and staff accommodation
spaces, together with acquisition of land and related infrastructure works.
Non-material eligible activities
Apart from the two activities described above, the Group has identified other activities with the potential to be taxonomy-
eligible. However, in 2025, their cumulative value has been determined below the 10% materiality threshold for capital
expenditures.
CCM 7.2
Renovation of existing
buildings
Renovation and refurbishment of existing production and auxiliary buildings,
including structural repairs, thermal insulation of façades, roof repairs,
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renovation of processing sections, upgrading of utilities networks,
reconfiguration of operational areas and rehabilitation of staff facilities.
In addition, activity 7.6 Installation, maintenance and repair of renewable energy technologies is also relevant for the Group,
however no eligible expenditures can be associated with the reporting period. CapEx associated with the installation of the
400 kW photovoltaic station at Crama Ceptura, which became operational in 2025, was accounted for in the 2024 financial
year. Additional photovoltaic installations, including a photovoltaic station at Angel’s Estate, are planned for future repor ting
periods and will be assessed for Taxonomy eligibility and alignment when the related expenditures are recognised.
9.4. Alignment assessment
While several Taxonomy-eligible activities have been identified for the CapEx KPI, no Taxonomy-aligned CapEx is claimed
for FY2025. Alignment requires full demonstration of substantial contribution, compliance with Do No Significant Harm
(DNSH) criteria, and adherence to minimum safeguards. The evidence required to demonstrate full compliance with all
applicable technical screening criteria and DNSH requirements was not available in all cases, particularly where projects
were ongoing, recently initiated or not designed with Taxonomy alignment as a primary objective.
In addition, certain investments were undertaken to support operational efficiency, compliance or maintenance rather than to
achieve the level of environmental performance thresholds prescribed by the EU Taxonomy for substantial contribution. As
a result, a conservative approach has been applied, and no activities have been classified as Taxonomy aligned for FY2025.
The Group continues to monitor the development of its activities and investment plans and will reassess alignment in future
reporting periods as projects mature and additional documentation and performance data become available.
9.5. KPI calculation and reporting
The Taxonomy KPIs have been calculated at consolidated Group level in accordance with the methodology and presentation
requirements of Regulation 2021/2178. The results of the assessment are disclosed in the following section. Table 27 presents
an overview of the reported KPIs as required by the simplified Taxonomy framework, while Table 28 presents a detailed
account of eligible activities, which are all associated with the CapEx KPI.
The turnover KPI denominator corresponds to the Group’s net turnover and reflects revenue recognised in accordance with
IAS 1, available in Note 20 of the Group’s Financial Statements. The numerator would include turnover derived from products
or services associated with Taxonomy- eligible economic activities. As no such activities were identified for the reporting
period, the turnover KPI numerator is reported as zero.
The OpEx KPI denominator comprises direct non-capitalised costs relating to research and development, building renovation
measures, short-term leases, maintenance and repair, and other day-to-day servicing of property, plant and equipment. The
numerator would include the portion of such expenditure associated with Taxonomy-eligible activities or qualifying CapEx
plans. For FY2025, no operating expenditure meeting these criteria was identified; accordingly, the OpEx KPI numerator is
reported as zero.
The CapEx KPI denominator includes additions to tangible and intangible assets during the reporting period, before
depreciation and amortisation, calculated in line with the Group’s accounting policies, available in the financial statements,
Note 7. The CapEx KPI numerator comprises the portion of these investments related to Taxonomy-eligible economic
activities, including investments in construction and renovation of facilities, energy-efficiency improvements, water and
wastewater infrastructure, renewable energy installations and other supporting infrastructure. These investments are
summarised at activity level in the CapEx disclosure table.
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KPI Tables
Table 15. Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure
covering year 2025 (summary KPIs)
Financial year 2025
KPI
Total
Proportion
of
Taxonomy
eligible
activities
Taxonomy-
my aligned
activities
(RON)
Proportion
of Taxonomy
aligned
activities
Breakdown by environmental
objectives of Taxonomy aligned
activities
Proportion
of enabling
activities
Proportion
of
transitional
activities
Not
assessed
activities
considered
non-
material
Taxonomy-
my aligned
activities in
2024 (RON)
Taxonomy-
my aligned
activities in
2024
Climate Change
Mitigation
Climate Change
Adaptation
Water
Circular Economy
Pollution
Biodiversity
Turnover
436,244,179.00
0.00%
0.00
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0.00
0%
CapEx
79,688,580.53
23.34%
0.00
0%
0%
0%
0%
0%
0%
0%
0%
0%
2.78%
0.00
0%
OpEx
27,911,551.66
0.00%
0.00
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0.00
0%
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Table 16. Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2025 (activity
breakdown)
CapEx
Financial year 2025
Economic Activities
Code
Taxonomy
eligible KPI
(Proportion of
Taxonomy
eligible
CapEx)
Taxonomy
aligned
KPI
(monetary
value of
CapEx -
RON)
Taxonomy
aligned KPI
(Proportion
of
Taxonomy
aligned
CapEx)
Environmental objective of
Taxonomy aligned activities
Enabling
activity
Transitional
activity
Proportion
of
Taxonomy
aligned in
Taxonomy
eligible
Climate Change
Mitigation
Climate Change
Adaptation
Water Resources
Circular Economy
Pollution
Biodiversity
Construction of new buildings
CCM 7.1, CE 3.1
23.34%
0.00
0%
0%
0%
0%
0%
0%
0%
T
0%
Sum of alignment per objective
0%
0%
0%
0%
0%
0%
Total CapEx
23.34%
0.00
0%
0%
0%
0%
0%
0%
0%
0.00%
0.00%
0%
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10. SOCIAL
10.1. Own workforce
Table 57. Own workforce IROs overview
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
S1.SBM-3.14:
The scope of disclosure under ESRS 2 includes all individuals within the Group’s own workforce, across all entities in
Moldova, Romania and Bulgaria. This comprises permanent employees (full-time and part-time), temporary and seasonal
employees engaged during harvest and production peaks, as well as interns and train ees engaged through the Group’s
internship programmes.
S1.SBM-3.14 a:
At the end of the reporting period, the Group’s own workforce comprised 930 individuals, of which 868 were permanent full-
time employees and 62 were temporary, part-time or seasonal employees. No contracted or insourced employees (i.e., workers
employed by third parties but working on-site under the Group’s supervision) were recorded during the reporting period.
The Group’s workforce consists of:
• Operational employees: vineyard workers, production staff, bottling line operators, etc.
• Technical and agronomic personnel: agronomists, oenologists, viticulture specialists, research and development
staff, quality control, etc.
• Administrative and support staff: finance, HR, procurement, logistics etc.
• Management personnel: including C-Suite executives, executive-level managers, and middle management.
• Seasonal agricultural workers: primarily engaged during harvest and peak production periods.
•
All individuals listed above are employed under formal employment contracts in accordance with national labour legislation
applicable in Moldova, Romania and Bulgaria.
In addition to employees, the Group reported 3 self-employed persons working within its own workforce scope. No workers
provided by undertakings primarily engaged in employment activities (e.g., temporary work agencies) were recorded during
the reporting period.
S1.SBM-3.14 c:
Purcari Wineries Group generates positive impacts on its own workforce primarily through structured employment practices,
workforce planning aligned with production needs, and continuous investment in talent development aligned with the Group’s
“2 by 200” growth strategy.
The Group identified under S1 (Own workforce) a material positive impact related to secure employment, specifically the
contribution to local economic growth and stability in the regions where it operates.
Secure Employment
IRO Type
IRO label
Policies
Actions
Targets
Potential
positive
IMPACT
Contributing
to Local
Economic
Growth
• Internal Regulation
• Policy of Recruitment and
Selection of Employees
• Policy of Employee Benefits
across the Group
• Policy on Learning and
Development
• Internship Programme
Regulation
• Grievance Mechanism
Procedures
• Conflict of Interest Policy
and Declaration (ensuring
fair and transparent
employment decisions)
No established actions for
the reporting period.
No formal established
targets for the reporting
period.
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As of the end of 2025, Purcari Wineries employs 930 people across Moldova, Romania, and Bulgaria, with a concentration
of production personnel in rural regions such as Purcari, Etulia (the Group’s biggest production sites in Moldova), Moscovei
and Onesti (Moldova), Bardar (Moldova), Ceptura de Jos (Romania), Sliven (Bulgaria). The Group’s business model is
production-intensive and seasonally driven, requiring a balanced workforce composed of permanent employees, seasonal
agricultural workers, and specialized technical staff across viticulture, oenology, bottling, logistics, commercial and not only.
Given the rural localization of the Group’s production sites, the provision of stable employment contributes to local economi c
continuity in regions, where other large-scale employers may be limited. The material impact results both from the direct
creation of jobs and from the structured management of workforce stability over time. Production continuity, harvest
execution, bottling efficiency, and quality assurance depend on the availability of trained and retained personnel. Workforce
instability could lead to operational disruption, quality inconsistencies, and increased recruitment and training costs.
To manage this interaction, the Group applies structured recruitment, retention, and workforce planning processes aligned
with vineyard operations and seasonal production cycles. Indicators such as headcount (FTE) and turnover rates are monitored
at Group level and reviewed in relation to operational requirements and expansion plans.
Activities contributing to this impact include stable employment across viticulture, production, logistics, and corporate
functions; merit-based recruitment and internal promotion; regular health and safety training; internship programs;
competitive compensation and benefits; and structured learning initiatives (including technical, commercial, and certification
programs – such as WSET certifications, language courses, sommelier and hospitality masterclasses, sales strategy programs
etc.).
Under the “2x by 200” growth strategy, talent and culture were identified as strategic enablers necessary to secure key
capabilities required for expansion. The Group invests continuously in professional certifications (e.g., WSET (Wine & Spirit
Education Trust is a globally recognized provider of qualifications in wine, spirits, and sake.)), technical and operational
training, leadership development, foreign languages (e.g., English to ensure smooth communication between all three
jurisdictions), financial literacy, sales as well as other specific certifications and trainings (based on each department’s needs).
The Group has also demonstrated internal promotion pathways, including the advancement of senior leadership positions
from within the organization.
These measures contribute not only to secure employment and local economic stability, but also to the long-term resilience
and scalability of the production-driven business model. By strengthening internal capabilities and retaining institutional
knowledge, the Group reduces operational disruption risks and supports consistent production quality across expanding
production.
These activities support job stability, professional growth, and long-term employability within the Group, affecting primarily:
operational employees (in vineyards and production facilities), seasonal agricultural workers, administrative and headquarters
staff, technical specialists (oenologists, engineers, laboratory personnel), commercial and sales teams, management-level
employees promoted internally, and even interns and early-career entrants into the workforce.
Additionally, seasonal employees or contractors working within the Group’s operations (engaged during harvest campaigns)
benefit from structured onboarding, safety protocols, and compliance with local labour standards.
The impact occurs across the countries in which the Group has its wineries (and conducts its main operations): Republic of
Moldova, Romania and Bulgaria. Based on the Group’s positioning and publicly available international labour risk indicators,
none of the Group’s operations are located in geographies identified as presenting a high risk of child labour.
In several operational regions, the Group’s entities are among significant local employers, particularly in rural areas where
alternative employment opportunities may be limited. As such, stable employment contributes indirectly to local economic
continuity and skills retention in these regions.
Purcari Wineries considers its workforce a key driver of long-term value creation and business resilience. The interests,
perspectives, and rights of employees are therefore integrated into strategic planning and workforce management processes,
reinforcing both the sustainability of the business model and the positive impact on local communities.
As of the reporting date, Purcari Wineries Group has not adopted a formal climate transition plan aimed at achieving climate-
neutral operations in line with international agreements. Consequently, the Group has not identified any material impacts,
risks or opportunities affecting its own workforce arising from climate transitions measures, such as restructuring,
employment reduction, or large-scale reskilling programmes. Current environmental initiatives are implemented within
existing operational structures and do not materially affect employment levels or workforce composition.
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S1.SBM-3.14 f:
At the reporting date, Purcari Wineries has not identified any operations at significant risk of incidents of forced labour o r
compulsory labour within its own workforce.
• The geographic location of operations in the republic of Moldova, Romania and Bulgaria, which are not classified
as high-risk jurisdictions for forced labour according to publicly available international indicators;
• The structured nature of the Group’s employment practices, including formal employment contracts, defined
working conditions and compliance with applicable labour legislation; and
• The oversight exercised through internal management structures and operational controls across all subsidiaries.
•
Seasonal and temporary workers engaged during peak agricultural periods are employed in accordance with local labour laws
and internal procedures, including formal onboarding, defined contractual terms and health and safety requirements.
S1.SBM-3.15:
As standard practice, the Group prevents potential risks of harm to its own workforce through structured health and safety
procedures and workforce monitoring. Employees working in viticulture and production environments are considered to have
higher exposure to physical risks due to the operation of machinery, handling of equipment, seasonal workloads, and, in
certain cases, work performed in outdoor climate conditions. To address this, the Group applies mandatory health and safety
training (at least twice annually), role-specific operational protocols, supervised onboarding for new hires, and clearly
documented machinery and safety procedures at each production site. No employee is permitted to operate equipment without
prior training and authorization.
Seasonal agricultural workers are assessed separately in workforce planning processes due to the temporary nature of their
contracts and harvest-related intensity. Workforce planning, supervision, and training are adapted to seasonal peaks.
Across Moldova, Romania, and Bulgaria, compliance with national labour legislation and occupational health and safety
regulations forms the baseline control framework. At the reporting date, no systemic workforce group has been identified as
being subject to disproportionate or unmanaged risk of harm beyond the inherent operational risks of the sector, which are
mitigated through established controls.
S1-1 – Policies related to own workforce
S1-1.19:
Purcari Wineries has adopted and implemented formal policies to manage material impacts, risks and opportunities identified
in relation to its own workforce.
These policies apply to all employees, including permanent, temporary and seasonal workers, as well as management
personnel, across all operational locations.
Key policies include:
• Internal Regulation
• Policy of Recruitment and Selection of Employees
• Policy of Employee Benefits across the Group
• Policy on Learning and Development
• Internship Programme Regulation
• Grievance Mechanism Procedures
• Conflict of Interest Declaration (ensuring fair and transparent employment decisions)
These policies address areas such as workplace health and safety risks, discrimination and unequal treatment, workforce
turnover and talent retention, non-compliance with labour legislation. They also support opportunities including enhanced
workforce stability, improved productivity, strengthened employer branding and skills development.
Responsibility for implementation lies with the Human Resources function and operational management, with oversight by
senior management and the Board of Directors.
• Internal Regulation
ESRS 2 – MDR-P: Description of key contents of policy
The Internal Regulation sets the core rules governing employment relations and workplace conduct across the
Group, aligned with labour legislation and other applicable legal acts. It defines the applicable categories of
personnel and sets expectations for discipline and accountability, including disciplinary liability for breaches. It
regulates working time arrangement (fixed schedule, shifts, variable/unequal schedule), overtime, attendance
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recording and reporting, workplace access rules, weekly rest, and absence management. It also includes detailed
provisions on leave (medical leave, maternity/ parental leave, annual leave, unpaid leave, and paid leave for family
events), public holidays, and conditions for work during non-working holidays where operational continuity requires
it.
The Regulation further established requirements for occupational health and safety (training, instructions, use of
PPE (Property, Plant and Equipment), incident reporting, medical checks), hygiene rules in production areas, basic
environmental responsibility expectations (resource efficiency, pollution prevention, employee awareness and
training), rules for company vehicle use and road safety, non-discrimination and anti-harassment principles
(including reporting and response timelines), employee rights (including training and petition rights), confidentiality
obligations (including salary confidentiality), and an employee grievance mechanism with an escalation path,
including a dedicated reporting email address.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The Internal Regulation applies to all employees under indefinite or fixed-term employment contracts (full-time and
part-time), including employees with mobility clauses. It also applies to interns (students/ pupils on practice
placements), secondees/ detached staff from the moment they begin work within the Group, and staff on delegation.
It also extends to non-employees performing work on-site or for the benefit of the Group under service contracts,
and to other third parties present on Group premises for occasional works, including across secondary sites. For
third parties, the Regulation provides that non-compliance can lead to restricted access, and the Group may engage
the third party’s employer/mandator for replacement and accountability. The Regulation indicates that job duties
are further specified through job descriptions, work instructions, and other internal procedures/ policies.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Regulation is elaborated by the HR Director and approved by the CEO, indicating CEO-level accountability
for its adoption. In implementation, the Regulation assigns operational responsibilities to management levels,
including department managers and line managers: for example, department managers are responsible for ensuring
employees and third-party workers know and apply occupational safety instructions; and HR is responsible for
maintaining employee records, processing leave documentation, and receiving and handling grievances (including
via the dedicated reporting email). The Regulation also describes a disciplinary investigation set-up with a
commission mandated by a senior HR role (Regional HR Director) and involving HR and relevant management.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The Internal Regulation is explicitly developed in accordance with applicable labour legislation and other normative
acts, including rules on occupational health and safety, order and discipline at work, and the Group’s constitutive
documents (Memorandum and Articles of Association). It requires compliance with the legislation of the Republic
of Moldova and references compliance for entities outside Moldova (including Romania and Bulgaria) for
occupational safety and related requirements. It also references compliance with legal requirements for leave,
maximum working time, overtime compensation, medical checks, and reporting of workplace accidents to the
competent labour protection inspectorate, as required by law. No voluntary third-party standards or initiatives are
cited.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The Regulation reflects employee interests in predictable and lawful working conditions through defined working-
time models, rest time, overtime rules, leave entitlements, paid leave for key family events, and confidentiality
protections. It safeguards employee health and safety through requirements on training, PPE, restricted access to
high-risk areas for untrained staff, and mandatory medical checks financed by the employer. It also protects dignity
and equal treatment through non-discrimination and anti-harassment provisions, including a structured internal
response process and written response timeline for discrimination/ harassment complaints.
The policy also addresses the interests of the Group as an employer (operational continuity, production safety,
protection of assets and information) through access rules, shift handover requirements, disciplinary rules,
confidentiality obligations, and controls over resources and company vehicles. The inclusion of third parties
(contractors/ service providers, visitors) reflects the operational reality of outsourced activities and the need to
ensure consistent safety and conduct standards on-site.
The Group’s employees were not directly involved in the drafting of the Internal Regulation, however, the policy
was developed in accordance with applicable labour legislation and workplace standards designed to protect
employee rights, health, safety and fair treatment.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
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The Internal Regulation is formally communicated to employees and to third parties working for or on the premises
of the Group (including at the head office and secondary sites). Employees confirm awareness and applicability by
signing a declaration. Third parties performing work under contracts similarly sign a declaration acknowledging
applicability and accepting responsibility for compliance. Department managers maintain relevant records (e.g.,
attendance sheets) and report to HR/ Payroll according to defined timelines, supporting consistent implementation.
For complaints and remedy, the Regulation provides an internal grievance mechanism, including a dedicated
reporting email address (“yourvoice@purcari.wine”) escalation steps to line management and HR leadership,
documentation of the process via minutes and a motivated proposal, and the right to escalate to the General Director
and/ or competent courts where the employee remains dissatisfied.
• Policy of Recruitment and Selection of Employees
ESRS 2 – MDR-P: Description of key contents of policy
Policy objective is to ensure the right people are hired or promoted into the right roles at the right time, securing
needed talent for business continuity. It sets core principles of equal opportunities, transparency, and objectivity,
and requires compliance with internal governance documents (e.g., Internal Regulation, Conflict of Interest
Declaration, etc.).
It defines when recruitment can be initiated (organizational changes or filling vacancies – temporary/ permanent –
arising from leave, projects, promotions, exits, etc.) and requires recruitment to remain within approved budgets
and validated headcount pla ns.
It regulates roles and responsibilities in the process, issuance and approval of offers, onboarding communication, as
well as special mechanisms such as Development Assignment (6-12 months) and Temporary Assignment (up to 12
months).
It further covers employee referrals (including conflict-of-interest restrictions and a referral bonus), reference checks
(with candidate consent), exit interviews (scope, confidentiality, analysis and reporting), and personal data
protection rules for recruitment-related data.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to recruitment and selection for positions across the Group, including internal and external
processes, for associate and managerial roles, and for permanent and temporary assignments (including coverage
for maternity leave, prolonged medical leave, projects, or interim replacements).
It also covers internal mobility and promotion routes, including Development Assignments and Temporary
Assignments. The exit interview process applies to employees leaving the company, including early retirees, but
excludes employees on fixed-term contracts and those whose employment ended for disciplinary reasons.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The policy is elaborated by the HR Director and approved by the CEO, indicating CEO-level endorsement and
accountability for adoption.
Operational accountability is primarily held by the HR Director (validation of recruitment steps, approval of job
documentation, development of offers, and governance over process quality), together with the Direct Manager and
Department Director for hiring area. For complex roles, involvement escalates to the General Director and/or
Operational Director.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy requires compliance with applicable legal provisions and explicitly references alignment with internal
governance instruments (Internal Regulations). It includes a defined approach to personal data protection, requiring
that candidate and employee data used in recruitment, assessment centers, reference checks, and development
processes is processed lawfully, proportionately, and only for stated purposes, with respect for individuals’ rights
(e.g., information, access, objection, and recourse).
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy reflects candidate and employee interests by committing to equal opportunity, using structured and
competency-based assessment tools, and providing feedback to candidates at the end of processes. For internal
candidates, it sets transparent eligibility conditions to support fairness (performance history and disciplinary
standing).
The policy also reflects business stakeholder interests (operational continuity, quality of hiring outcomes, budget
discipline) through vacancy approval controls, workforce planning requirements, competency matrices, elimination
tests, reference checks, and structured decision-making involving HR and management. To support workforce
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retention and continuous improvement, it requires exit interviews and periodic HR analysis of departures, with
findings and recommendations shared with departmental leadership and the Operational Director.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The policy is implemented through standardized templates and annexes (vacancy approval form, competency
matrix, internal offer approval, candidate offer). Recruitment announcements are published internally and/ or
externally depending on the approved approach, and internal processes are communicated through the internal job
posting and related requirements.
• Policy of Employee Benefits across the Group
ESRS 2 – MDR-P: Description of key contents of policy
The Policy of Employee Benefits across the Group establishes the framework for granting employee benefits within
Purcari Wineries Group, with the objective of supporting employee well-being, retention and fair treatment across
all subsidiaries.
The policy regulates the types, eligibility criteria and administration of employee benefits, including but not limited
to:
• health insurance and medical-related benefits;
• financial and non-financial incentives;
• support measures related to employee welfare and social protection.
• benefits aligned with employment status and role within the organisation.
The policy is designed to ensure consistency, transparency and alignment with applicable labour legislation, while
supporting the Group’s objective of providing secure and attractive employment conditions.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to employees across all subsidiaries of Purcari Wineries Group in Moldova, Romania and
Bulgaria, covering operational, administrative and management personnel.
The application of specific benefits may vary depending on local legal requirements, employment contracts,
employee category or operational context.
The policy does not apply to non-employees (e.g. self-employed persons or workers provided by third-party
undertakings), whose arrangements are governed by separate contractual terms.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The implementation of the Policy of Employee Benefits across the Group is overseen by the Group Human
Resources function, under the supervision of the Executive Management.
Operational responsibility for application and monitoring lies with HR representatives at subsidiary level, ensuring
alignment with Group standards and local regulatory requirements.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy is aligned with:
• applicable national labour legislation in Moldova, Romania and Bulgaria;
• internationally recognised labour and human rights principles, including those reflected in international
Labour Organization (ILO) standards and broader human rights frameworks referenced within ESRS.
While the policy is not formally certified against a specific third-party standard, it is developed in line with
recognised good practices in employee welfare and social protection.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy is developed and periodically reviewed taking into account:
• employee needs and expectations identified through HR engagement, feedback mechanisms and internal
interactions;
• organisational requirements related to workforce stability, retention and performance;
• legal and regulatory obligations applicable in each jurisdiction.
Employee interest are indirectly incorporated through ongoing HR dialogue, workforce data analysis and feedback
collected via engagement and grievance mechanisms described under S1-2 and S1-3.
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ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and stakeholders
who need to help implement it
The Policy of Employee Benefits across the Group is made available to employees through internal communication
channels, including:
• onboarding processes and HR briefings;
• internal documentation systems and shared platforms;
• direct communication with HR representatives at subsidiary level.
Employees are informed about applicable benefits and any updates through HR communication and internal procedures,
ensuring accessibility and understanding of the policy.
Relevant HR personnel responsible for implementation are trained and supported to ensure consistent application across the
Group.
• Policy on Learning and Development
ESRS 2 – MDR-P: Description of key contents of policy
The Policy defines the Group’s end-to-end learning, development and talent management approach, including
annual identification of training needs (TNA), setting development objectives within the performance management
process, selection of development methods, enrolment rules, budgeting, and monitoring of progress.
The policy establishes multiple development instruments: mentoring, external coaching (for leadership), internal
and external training, executive education, 360° feedback, external assessment/ development centers, and
performance improvement plans for low performance outcomes (below 7.0/ ‘needs improvement’).
It includes rules for participation (attendance, exam/ certification evidence, cancellation timelines), and detailed
provisions for financial support for education in Moldova (e.g., English language and professional qualifications)
with eligibility criteria, approval workflow, attendance/ exam thresholds, and clawback rules for non-compliance.
It also includes personal data protection requirements for talent management information and sets document
governance (policy owner, exceptions, contact point, revision frequency).
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to the learning and development process across entities in the Purcari Group and covers
employees’ development via internal/ external trainings, coaching/ mentoring, executive education, 360 feedback,
and assessment/ development centers.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The policy is prepared by the HR Director, coordinated by the CFO, approved by the Operational Director and/or
Executive Director (Group leadership).
Implementation accountability is explicitly assigned to the HR Department Director (HR Director) as the policy
owner and responsible person.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy does not reference specific external frameworks.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy balances the interests of key stakeholders as follows:
• Employees: supports continuous learning, career progression, development objectives, access to
mentoring/coaching/training, structured feedback (360), and clear rules on eligibility, participation,
and fairness; provides development support pathways and improvement plans where needed.
Employees were not directly consulted during the development of the policy; their interests are
reflected through provisions designed to ensure equal access to development opportunities and
transparent evaluation processes.
• Managers and business functions requires business justification and expected return of training
investments, links development objectives to business goals and role requirements, and enables
succession planning and capability building for key positions.
• The Group: ensures budget discipline, structured planning (annual TNA (Training Needs Analysis)
and training calendar), consistent capability development across entities, and quality control through
HR-led evaluation of effectiveness and monitoring of progress.
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ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and stakeholders
who need to help implement it
The policy is operationalized through the annual performance management process (where development objectives
must be recorded), standardized workflows (TNA, training calendar proposals, enrolment), and internal
communication by managers and HR regarding confirmed trainings and development interventions.
HR communicates the process rules transparently and clear to employees, facilitate enrolment, and coordinates
scheduling; managers and employees jointly validate needs and agree on development plans. Participation
requirements are enforced via attendance and exam/certification evidence submitted to HR, while cancellations
follow defined notice and approval steps.
Questions and feedback are routed to the HR Department (designated contact), and the policy is reviewed at least
annually or when business context changes, supporting ongoing availability and implementation across Group
entities.
• Internship Programme Regulation
ESRS 2 – MDR-P: Description of key contents of policy
The Internship Programme Regulation sets a structured framework for organising and delivering short-term
internships (up to 4 weeks/ typically 90-120 hours) and long-term internships (2-6 months) across Purcari Wineries
Group entities. It defines key concepts (employer, intern, internship types, collaboration agreement, mentor) and
establishes the internship lifecycle: annual role planning, candidate application and selection, onboarding/
orientation, mentoring and development planning, evaluation, and (where applicable) remuneration.
The Regulation clarifies the selection steps. It also formalises end-of-programme evaluation of intern performance
and the programme experience, including mandatory documentation through standard forms (performance
evaluation and intern feedback).
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The Regulation applies to internships hosted by entities within the Purcari Wineries Group and to interns aged 18-
35 who are students or graduates of local or international education institutions and who successfully pass the
Company’s internal selection process. It covers both short-term internships aligned with formal education curricula
and long-term internships delivered through two annual sessions (autumn and spring/summer), as well as the internal
process for departments to request intern positions.
The Regulation is focused on internships as learning and early-career engagement programmes and does not
describe employment conditions for permanent staff beyond the mentorship and evaluation roles required to support
interns. It also does not set universal remuneration levels; pay status and compensation rates may vary by role and
are determined case-by-case within defined limits and must be disclosed in the vacancy announcement.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Regulation is approved at CEO level, indicating senior accountability for the internship framework. Operational
accountability for implementation sits with the HR function led by the HR Director, who administers the Regulation,
coordinates annual planning of intern vacancies with department managers, ensures execution of the recruitment
and onboarding steps, and updated the Regulation annually.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The Regulation aligns internships formats with national and international higher education requirements by linking
short-term internships to relevant education curricula and allowing application timing based on national higher
education schedules.
The framework of the Regulation is primarily built on internal governance and education-system alignment for
internship design and timing.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The Regulation considers intern interests by ensuring structured onboarding, clarity of expectations, a dedicated
mentor, access to necessary tools and resources, and documented evaluation and feedback mechanisms at
programme completion. It also provides transparency on remuneration by requiring pay conditions to be included
in vacancy announcements and communicated to candidates.
The Regulation considers organisational and employee stakeholder interests by positioning internships as a talent
pipeline and community investment, while enabling employees involved in mentoring to develop leadership and
people-development skills.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and stakeholders
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who need to help implement it
The Regulation is operationalised through HR-led communication and execution. Internship opportunities are made
public through the Company website, email applications to the HR mailbox, social media channels, and
informational points within education institutions, ensuring visibility to eligible candidates.
• Grievance Mechanism Procedures
ESRS 2 – MDR-P: Description of key contents of policy
The grievance mechanism procedures are embedded within the Company’s Internal Regulation and establish a
formal framework through which employees can raise concerns, complaints, or grievances related to workplace
conditions, employment relationships, rights, or conduct.
The mechanism provides structured steps for submission, registration, review, investigation, and resolution of
grievances, ensuring that concerns are handled in a timely, fair, and confidential manner. It includes provisions for
documenting grievances, assigning responsibility for review, ensuring non-retaliation and communicating outcomes
to the concerned parties. The procedure also allows for escalation where necessary and ensures that corrective
actions are implemented and monitored.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The grievance mechanism applies to all employees within the Purcari Wineries Group, as defined in the Internal
Regulation, and covers workplace-related concerns, including but not limited to working conditions, interpersonal
relations, discrimination, harassment, and compliance with internal rules and applicable labour legislation.
The mechanism is designed specifically for the Company’s own workforce and does not formally extend to external
stakeholders (e.g. suppliers or local communities), except where their concerns are addressed through other
dedicated channels or policies. It also does not replace statutory legal remedies available under applicable law but
complements them by providing an internal resolution channel.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
Overall accountability for the grievance mechanism, as part of the Internal Regulation, lies with senior management
through the approval of the Internal Regulation. Operational responsibility is typically assigned to the Human
Resources function, led by the HR Director, who ensures the proper administration, investigation, and resolution of
grievances.
Department managers have a supporting role in addressing grievances at team level, while ensuring escalation to
HR where required. The Company’s leadership ensures that the mechanism is implemented consistently and in line
with internal rules and applicable legislation.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The grievance mechanism is aligned with applicable labour legislation and regulatory requirements governing
employment relations and workplace conduct in the jurisdiction where the Group operates. It reflects generally
recognised principles of fair treatment, confidentiality, and non-retaliation in handling employee concerns.
While no specific external voluntary standards or initiatives are explicitly referenced, the mechanism is designed to
be consistent with internationally recognised good practices related to employee grievance handling and respect for
labour rights.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The grievance mechanism takes into account the interests of employees by providing a safe, accessible, and
structured channel to raise concerns and seek resolution. It emphasises confidentiality, protection against retaliation,
and fair treatment, thereby fostering trust and encouraging open communication.
At the same time, it considers the interests of the organisation by ensuring that grievances are addressed promptly
and systemically, reducing workplace risks, improving employee engagement, and supporting compliance with
internal policies and legal requirements. Managers are involved in the process to ensure that operational realities
and team dynamics are appropriately considered in resolving issues.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and stakeholders
who need to help implement it
As part of the Internal Regulation, the grievance mechanism is communicated to all employees through internal
channels, including onboarding processes, internal communication systems (e.g. intranet and email), and direct
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dissemination of the Internal Regulation. Employees are required to acknowledge and comply with its provisions.
Managers and HR personnel receive additional guidance on their roles in implementing the mechanism, including
handling, documenting, and escalating grievances. The availability of the grievance procedure ensures that
employees are informed about how to raise concerns and that responsible stakeholders are equipped to support its
effective implementation.
• Conflict of Interest Policy and Declaration (ensuring fair and transparent employment decisions)
ESRS 2 – MDR-P: Description of key contents of policy
The Conflict of Interest Policy establishes the principles and rules for identifying, preventing, declaring, and
managing situations where employees’ personal interests may influence or appear to influence the impartial and
objective performance of their professional duties. The policy requires mandatory written declaration of conflicts
of interest upon hiring and whenever such situations arise during employment. It sets out procedures for assessment,
mitigation, and resolution of conflicts, ensuring integrity in decision-making processes, particularly in recruitment,
promotion, procurement, and other employment-related decisions. The policy is supported by a standardized
declaration form and internal procedures for monitoring compliance.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to all employees of the Group, including management and individuals involved in decision-
making processes that may be affected by personal interests. It covers both actual and potential conflicts of interest
arising in professional activities. The policy does not extend to purely private matters that have no connection to
professional responsibilities and do not impact the Company’s operations or decision-making processes.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
Overall accountability for the implementation and enforcement of the Conflict of Interest Policy lies with the
Executive Management, with operational responsibility assigned to the Human Resource Department. The HR
function is responsible for collecting declarations, monitoring compliance, maintaining records, and ensuring that
appropriate measures are taken when conflicts are identified.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy is aligned with applicable national legislation governing employment relations, corporate governance,
and integrity, as well as general principles of ethical business conduct and transparency. The policy is not formally
linked to a specific international certification.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy has been designed to protect the interests of key stakeholders, including employees, management,
shareholders, and business partners, by ensuring fairness, transparency, and objectivity in employment-related and
operational decisions. It safeguards employees from biased treatment and supports a culture of integrity, while also
protecting the Company’s reputation and ensuring trust is its governance practices.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and stakeholders
who need to help implement it
The policy is formally approved through internal order and communicated to all employees, who are required to
acknowledge it and sign the conflict of interest declaration. It is made available through internal communication
channels, including onboarding processes, HR communications, and internal document repositories. Relevant
stakeholders, including managers and HR personnel, receive specific guidance on implementation and are
responsible for ensuring that employees understand and comply with the policy requirements.
S1-1.20:
Purcari Wineries’ human rights commitments in relation to its own workforce are embedded within its internal regulations
and policies governing employment practices, workplace conduct, and employee protection. These include provisions
ensuring fair and transparent employment decisions (through the Conflict of Interest Policy), equal treatment and non-
discrimination, access to grievance mechanisms, and the protection of employee dignity, safety, and personal data (including
through security and monitoring policies).
The Group is committed to providing a safe and respectful working environment, preventing any form of discrimination,
harassment, or unfair treatment, and ensuring that employees have access to channels for raising concerns without fear of
retaliation. These commitments are supported by structured HR processes covering recruitment, onboarding, training,
performance evaluation, and workplace conduct.
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Additionally, the Group promotes workforce development and equal access to opportunities through training and internship
programmes, contributing to professional growth and fair access to employment.
These policies and internal processes are implemented in line with applicable national labour legislation and reflect principles
consistent with internationally recognised human rights frameworks, including the UN Guiding Principles on Business and
Human Rights (Principles 11-13, Principle 15 on policy commitment – reflected in the Group’s Internal Regulation and
Principle 22 on remediation), the ILO Declaration on Fundamental Principles and Rights at Work, which promotes freedom
of association and collective bargaining, the elimination of forced labour, the abolition of child labour, and the elimination of
discrimination in employment, and the OECD Guidelines for Multinational Enterprises (Chapter IV – Human Rights and
Chapter V – Employment and Industrial Relations).
Overall, these policies collectively reflect the Group’s commitment to respecting fundamental labour rights and human rights
within its own workforce.
S1-1.20a:
The Group’s approach to respecting human rights and labour rights within its own workforce is embedded in its internal
regulatory framework, including the Internal Regulation, HR policies, and operational procedures. These establish principles
of fair treatment, equal opportunity, non-discrimination, safe working conditions, and respect for employee dignity.
The Group ensures that employment practices such as recruitment, promotion, training, remuneration and termination are
conducted based on objectives and transparent criteria. Workplace rules explicitly prohibit harassment, abusive behaviour,
and any form of unfair treatment. Compliance with applicable labour legislation in Moldova, Romania, and Bulgaria forms
the baseline for all employment-related practices.
S1-1.20b:
The Group engages with its workforce through structured internal processes managed primarily by the Human Resources
function. These include direct interaction with employees via line managers, onboarding and evaluation processes, training
programmes, and d ay-to-day operational communication.
Employee feedback is also facilitated through formal mechanisms such as performance evaluations, internship feedback
processes, and internal communication channels. In addition, employees may raise concerns, questions, or suggestions
directly to HR or management, ensuring continuous dialogue and responsiveness to workforce needs.
S1-1.20c:
Purcari Wineries has established internal grievance mechanisms, embedded within the Internal Regulation, which allow
employees to report concerns related to workplace conduct, employment conditions, or potential rights violations.
Employees can raise grievances through HR or management channels, and such cases are reviewed and addressed in
accordance with internal procedures and applicable legislation. The Group ensures that reported issues are handled
confidentially and without retaliation. Where necessary, corrective or disciplinary measures are applied to address identified
issues and prevent recurrence.
S1-1.21:
The Group’s policies and practices are primarily aligned with applicable national labour and employment legislation in the
jurisdiction where it operates, as follows:
• Moldova: Labour Code of the Republic of Moldova (No. 154/2003)
• Romania: Romanian Labour Code (Law No. 53/2003, as amended)
• Bulgaria: Bulgarian Labour Code (SG No. 26/1986, as amended)
While the policies are not formally mapped to specific international framework, they reflect key principles consistent with
internationally recognised human rights standards, including the UN Guiding Principles on Business and Human Rights, the
ILO Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises,
particularly with respect to human rights, labour rights, fair treatment, non-discrimination, safe working conditions and access
to remedy.
The Group does not have a standalone human rights policy formally aligned with these frameworks, nor does it apply specific
mechanisms to systemically measure employee engagement with respect to human rights matters or to monitor remediation
processes related to human rights impacts.
These principles are embedded across internal regulations and HR policies and are applied consistently across the Group’s
operations.
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S1-1.22:
The Group’s internal regulation and HR policies do not explicitly reference trafficking in human beings, forced labour,
compulsory labour, or child labour as standalone topics. However, compliance with applicable labour legislation in the
jurisdictions where the Group operates (Republic of Moldova, Romania and Bulgaria) requires adherence to legal provisions
prohibiting forced labour, child labour, and other forms of unlawful employment practices.
S1-1.23:
Purcari Wineries has workplace safety and accident prevention measures in place, supported by internal policies and
procedures, including occupational health and safety requirements, security policies, and specific operational rules (e.g. fleet
safety policy, emergency preparedness procedures).
The Group’s approach also includes preventive measures such as role-specific safety instructions, mandatory use of protective
equipment, and periodic medical examinations, in line with applicable regulatory requirements.
At subsidiary level, environmental protection, sanitation, fire safety, occupational health and safety and quality assurance
services are outsourced to specialised H&S organisations.
Additionally, each subsidiary designates responsible personnel to oversee ongoing monitoring, coordination, and employee
training in these areas.
S1-1.24a:
The Group has policies and internal rules in place that promote equal treatment and prohibit discrimination within the
workplace. These are embedded in the Internal Regulation and HR-related policies governing recruitment, development, and
employment practices.
All employment decisions are expected to be based on objective criteria such as qualifications, experience, and performance.
S1-1.24b:
While not structured as a standalone anti-discrimination policy, the Group’s internal rules and employment practices are
aligned with applicable legislation, which covers key grounds for discrimination, including but not limited to gender, age,
nationality, ethnicity, religion, and other legally protected characteristics.
These principles are reflected in recruitment, promotion, training, and workplace conduct practices across the organisation.
S1-1.24c:
Through its recruitment, internship, and development programmes, Purcari Wineries promotes access to employment
opportunities for young professionals and early-career individuals. The internship programme, in particular, supports the
integration of students and graduates into the labour market.
While the Group does not currently have formalised programmes specifically targeting vulnerable groups, its policies promote
equal access to opportunities and fair treatment for all employees.
S1-1.24d:
The Group implements its non-discrimination and inclusion principles through established HR procedures, including
structured recruitment processes, performance evaluations, internal promotion practices, and grievance mechanisms.
Any potential breaches of workplace conduct, including discriminatory behaviour, can be reported through internal channels
and are subject to review and corrective action. HR and management are responsible for ensuring that policies are applied
consistently and that any identified issues are addressed appropriately.
S1-2 – Processes for engaging with own workers and workers’ representatives about impacts
S1-2.25; S1-2.26:
Purcari Wineries Group maintains ongoing processes for engaging with its own workforce to identify, understand and manage
material impacts, risks and opportunities related to employment conditions, workforce well-being and operational continuity.
These engagement processes are embedded within the Group’s broader workforce policy framework described under S1-1,
including the Internal Regulation, Recruitment and Selection Policy, Learning and Development Policy, Internship
Programme Regulation, and Grievance Mechanism Procedures.
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The Group does not operate formal employee representative bodies (e.g. trade unions, work councils or Global Framework
Agreements (GFA)). Engagement is therefore conducted directly with employees across all subsidiaries, primarily through
the Humar Resources function which acts as the central interface for employee dialogue, feedback collection and escalation
of workforce-related matters.
Engagement takes place both at organisational and operational site level (vineyards, production units, offices), with relevant
information consolidated at Group level by the Human Resources function.
Engagement occurs across all workforce categories, including:
• permanent employees (operational, administrative, management);
• temporary and seasonal workers;
• Interns and trainees
At the reporting date, no formal collective agreements or worker representation structures are currently in place.
S1-2.27(a):
Engagement occurs directly with employees across all workforce categories, including permanent, temporary and seasonal
workers, as well as interns and trainees.
At the reporting date, no formal agreements with workers’ representatives (including Global Framework Agreements) are in
place.
S1-2.27(b):
Within the Group, engagement with the workforce takes place across multiple stages of the employment lifecycle and
operational processes, including:
• Recruitment and onboarding processes;
• day-to-day operational activities and supervision;
• performance management and professional development;
• workforce planning and seasonal operations (e.g. harvest periods);
• grievance handling and issue escalation;
• exit processes, including exit interviews; and is adapted to the operational context of each subsidiary.
The Group applies a combination of engagement types:
• Information: onboarding sessions, communication of internal policies and procedures;
• Consultation: employee surveys, questionnaires, feedback discussions and exit interviews;
• Participation: involvement in training programmes, performance discussions and ongoing interaction with line
managers.
Engagement is conducted on a continuous basis, supported by:
• ongoing interaction with Humar Resources;
• periodic employee satisfaction surveys (once per year or based on management request);
• structured HR processes (e.g. onboarding, performance reviews, internship evaluations);
• permanent access to grievance and reporting channels.
Key themes and insights are communicated to Executive Management for consideration in organisational and workforce-
related decision-making.
S1-2.27(c):
As stated prior, operational responsibility for workforce engagement lies with the Human Resources function, under the
oversight of Executive Management.
Therefore, the Human Resources function is responsible for:
• facilitating engagement processes and communication channels;
• collecting and consolidating workforce feedback;
• managing grievance mechanisms;
• ensuring that relevant workforce insights are communicated to management.
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S1-2.27(d):
At the reporting date, the Group has not entered into Global Framework Agreements or other formal agreements with workers’
representatives related to human rights of its own workforce.
Assessment of effectiveness of engagement
S1-2.27(e):
Following all types of engagement processes, the employee perspectives that are gathered, are used to inform decisions and
activities aimed at managing workforce-related impacts.
Some examples of such areas, influenced by workforce feedback are:
• adjustments to employee benefits and welfare measures;
• development of training and professional development programmes;
• improvements in recruitment, onboarding and retention practices;
• strengthening of internal procedures related to workplace conduct and grievance handling.
The effectiveness of the engagement processes are assessed through:
• qualitative review and analysis of feedback collected via employee surveys, HR interactions and grievance
mechanisms;
• monitoring recurring themes/ topics and participation levels (to discussions);
• evaluation of whether identified issues lead to adjustments in policies, practices or operational processes.
The Human Resources function reviews recurring themes, participation levels and the nature of feedback received to assess
whether engagement mechanisms remain accessible, trusted and relevant. Outcomes of this assessment are considered when
refining engagement approaches and communication channels.
S1-2.28:
The Group’s engagement processes are designed to be accessible to all employees, including those who may be more
vulnerable to impacts, such as:
• production and vineyard workers;
• seasonal agricultural workers; and
• employees located in rural areas.
Engagement with these groups is facilitated through:
• direct interaction with supervisors and line managers;
• health and safety briefings and operational instructions;
• access to grievance mechanisms and Human Resources support.
At the reporting date, no separate formal engagement processes specifically tailored to vulnerable groups are in place;
however, existing mechanisms are applied across all workforce categories.
S1-3 – Processes to remediate negative impacts and channels for own workers to workforce to raise concerns
Purcari Wineries Group maintains formal processes to identify, address and remediate negative impacts affecting its own
workforce, supported by structured grievance mechanisms and internal procedures applicable across all subsidiaries.
S1-3.32 (a):
The Group applies a structured approach to remediation where adverse impacts on employees are identified. Reported
concerns are initially addressed at the level of the direct supervisor. Where the nature or severity of the issue requires
escalation, the Human Resources function takes responsibility for coordinating the remediation action, ensuring alignment
with internal policies and applicable labour legislation.
Remedial actions are determined based on the nature and severity of the issue and may include corrective measures at
individual, team or organisational level. The Human Resources function is responsible for coordinating the action, ensuring
alignment with internal policies and applicable labour legislation.
The effectiveness of remediation measures is assessed through follow-up actions, including direct feedback from affected
employees, review of recurring issues and internal monitoring of grievance outcomes.
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S1-3.32 (b), (c), (d):
The Group maintains a formal grievance framework, embedded in the Internal Regulation, which provides employees with
accessible channels to raise concerns and have them addressed.
Employees may raise concerns through multiple channels, including:
• direct communication with managers or Human Resources representatives;
• formal grievance procedures defined in internal regulations;
• a dedicated reporting channel (yourvoice@purcari.wine), providing an additional confidential means of
communication.
These channels are established internally by the Group and are available to all categories of employees across subsidiaries.
The grievance mechanism is governed by the following principles:
• the right of employees to raise concerns freely;
• protection against retaliation, intimidation or adverse consequences;
• confidentiality and appropriate handling of sensitive matters;
• responsible and good-faith use of reporting channels.
All grievances are reviewed and handled by the Human Resources function in accordance with internally defined procedures,
ensuring objective assessment and appropriate follow-up.
The availability of the grievance channels is supported through internal processes. Information regarding grievance
procedures and reporting channels is communicated to employees during onboarding and is made continuously accessible
through the Group’s internal communication platform (the common SharePoint). Managers and HR representatives are
responsible for informing the employees about available reporting options and ensuring that employees feel comfortable using
these channels when necessary.
S1-3.32 (e):
The Human Resources function maintains internal records of grievances, including the nature of concerns raised, their status
and resolution outcomes. This enables ongoing monitoring of workforce-related issues and supports the identification of
recurring themes.
The Human Resources function maintains internal records of grievances raised, including the nature of concerns raised, their
status and resolution outcomes. This enables oversight of the grievance process, supports monitoring the effectiveness of the
grievance channels and helps identify recurring themes, in line with internally adopted procedures.
The grievance channel is constantly monitored by the HR team and until this point no structured assessment was defined for
assessing the effectiveness of this channel, considering that the registration rate of grievance is low (being 0 in fiscal year
2025).
S1-3.33:
Awareness of the grievance mechanisms is supported through internal communication, onboarding processes and ongoing
interaction between employees and the Human Resources function.
The Group promotes trust in the grievance framework through consistent handling of concerns, the application of
confidentiality safeguards and the enforcement of non-retaliation principles. Any form of retaliation discrimination or adverse
treatment against individuals raising concerns is strictly prohibited under the Group’s internal regulations.
All employees are informed of the existence of this channel upon hiring, during induction trainings, and access is facilitate d
for all employees through the local SharePoint.
These protections are aligned with applicable national labour legislation in all jurisdictions of operation, including:
• the Labour Code of the Republic of Moldova (No. 154/2003);
• the Romanian Labour Code (Law No.53/2003, as amended);
• the Bulgarian Labour Code (SG No. 26/1986, as amended);
ensuring statutory protection of employees exercising their tight to raise concerns.
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At present, the Group does not apply a formal mechanism to systematically assess the level of awareness or trust of employees
in the grievance mechanisms (such as dedicated surveys or structured monitoring indicators). However, the Human Resources
function maintains regular interaction with employees and monitors the use of available reporting channels and feedback
received through these interactions.
S1-4 – Taking action on material impacts on own workforce
Purcari Wineries Group has identified, under S1 (Own workforce), a material positive impact related to secure employment,
namely its contribution to local economic growth and stability across the regions in which it operates.
In this context, the Group implements a set of actions aimed at sustaining and enhancing this positive impact, while also
managing workforce-related risks such as turnover, skills gaps and operational workforce availability.
S1-4.37:
For the reporting period, the Group revised its previous activity and implemented two defined actions with respect to the
identified material positive impact, referring to workforce management and monitoring of turnover. These actions are
performed on a continuous basis at the operational level, and financial resources needed for their performance are included
in the HR annual budget.
S1-4.38 c:
In addition to the core workforce management actions related to workforce planning and turnover monitoring, Purcari
Wineries Group implements a set of complementary initiatives aimed at generating positive impacts for its own workforce,
particularly in relation to secure employment, professional development and employee well-being.
These initiatives are embedded within the Group’s Internal Regulation policy framework and include:
• Learning and development programmes: providing employees with access to professional training, technical
upskilling and certifications (including role-specific and cross-functional training), supporting employability and
internal career progression.
• Internship and early career programmes: which facilitate access to employment opportunities for young
professionals and contribute to building a pipeline of qualified future employees, particularly in rural areas where
access to such opportunities may be limited.
• Employee benefits framework, including the provision of competitive benefits such as extended health insurance
coverage and other welfare measures, supporting employee well-being and financial stability.
• Structured recruitment and internal mobility practices, ensuring transparent, merit-based access to employment and
career advancement opportunities across the Group.
• Workplace health and safety measures, aimed at ensuring safe working conditions, preventing workplace accidents
and supporting employee health, particularly in production environments.
• Employee engagement and feedback mechanisms, including direct HR interaction or grievance channels
(yourvoice@purcari.wine), enabling employees to contribute to workplace improvements and organisational
development.
These initiatives collectively support the Group’s identified positive impact related to secure employment and its contributi on
to local economic stability, particularly in rural communities where the Group operates.
S1-4.38 d:
The effectiveness of actions and initiatives related to the own workforce in monitored through a combination of quantitative
indicators and qualitative assessment mechanisms, integrated into the Group’s HR and governance processes [ESRS G1].
Key tracking and assessment approaches include data collected and monitored at individual company level and consolidated
at Group level:
• Quantitative monitoring of workforce indicators, including:
• total number of employees (headcount and FTE);
• turnover rate (voluntary and involuntary);
• workforce structure across entities and employee categories.
• Regular monitoring frequency, including:
• monthly updates of workforce data (entries/ exits);
• quarterly turnover analysis;
• annual workforce planning reviews aligned with production needs.
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• Qualitative assessment mechanisms, including:
• exit interviews to identify root causes of employee departures;
• employee feedback collected through surveys and HR interactions;
• grievance mechanisms records and resolution outcomes.
• Integration into decision-making, whereby:
• identified trends (e.g. turnover drivers, workforce gaps) inform HR policies, retention measures and
recruitment planning;
• feedback from employees is used to adjust benefits, training programmes and workplace practices.
• Target-based monitoring, including:
• establishment of baseline turnover rate (T0); will be established as the turnover for FY 2026;
• development of internal turnover thresholds and corrective action plans starting with FY 2027;
• progressive enhancement of workforce reporting (e.g. consolidated Group-level FTE reporting from 2026,
based on data tracked at individual company level.
The effectiveness of actions is based on the evolution of workforce stability, participation in development programmes, and
the extent to which identified issues lead to measurable adjustments in employment practices. The actions described above
are embedded in ongoing operational processes and are implemented on a rolling basis rather than through a single time-
bound Group action plan. Consequently, no formal completion timelines have been defined for each individual action at
Group level.
S1-4.43:
The Group allocates both financial and organisational resources to manage material impacts related to its own workforce
primarily though the Human Resources function and supporting operational structures across subsidiaries.
Human and organisational resources include:
• dedicated HR teams at Group and subsidiary level responsible for recruitment, workforce planning, employee
engagement and grievance handling;
• involvement of operational management in workforce planning and implementation of health and safety
requirements;
• designated personnel at subsidiary level responsible for occupational health and safety monitoring and training;
Financial resources are primarily allocated through operating expenditures (Opex), including:
• employee compensation and benefits (including health insurance and welfare measures);
• training and professional development programmes;
• recruitment and onboarding processes;
• health and safety measures, including outsourced specialised services;
• HR systems and workforce data management.
Resource allocation is aligned with the Group’s strategic objective of ensuring workforce stability, supporting secure
employment and maintaining operational continuity. The adequacy of resources is reviewed through HR planning processes
and aligned with business expansion and production requirements.
S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material
risks and opportunities
S1-5.46:
As of the reporting date, Purcari Wineries Group has not established formal, measurable, ESRS-aligned targets related to the
management of material impacts, risks and opportunities concerning its own workforce.
In particular:
• No quantitative targets have been formally approved in relation to workforce stability, turnover, diversity, does not
currently operate a standalone anti-corruption training or employee well-being;
• No baseline year or target year has been defined;
• No internally approved thresholds or performance benchmarks are currently in place.
At this stage, workforce-related matters are managed through operational HR practices, internal procedures and ongoing
monitoring of key indicators (e.g. headcount, employee turnover), rather than through formally defined targets.
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ESRS 2 MDR-T.81:
The absence of formal workforce-related targets reflects the Group’s current stage of development in implementing ESRS-
aligned sustainability management.
This is driven by several factors:
• The Double Materiality Assessment (DMA) was only recently completed (2024) and is planned to be reassessed in
2026;
• The Group is currently undergoing governance and organizational changes, including updates at Board and Executive
Management level;
• Internal processes for data collection, validation and consolidation at Group level are still being structured and refined;
• Workforce-related indicators (e.g. turnover rate, FTE structure) are currently used primarily for monitoring and
internal decision-making, rather than for formal target-setting.
S1-6 – Characteristics of the undertaking’s employees
The metrics included in this section is not subject to validation by an external body other than the assurance provider. The data
is derived directly from the Group's HR and payroll systems across all consolidated entities.
S1-6.50 a:
Table 18. Employees broken down by gender
Employees broken down by gender
Average number of staff during the year
Gender
December 31, 2024
December 31, 2025
2025/2024 (%)
Male
507
532
4.93%
Female
383
398
3.92%
Total
890
930
4.49%
S1-6.50 a, 6.51:
Table 19. Employees broken down by regions and countries
Region/ Country
December 31, 2024
December 31, 2025
2025/2024 (%)
Bulgaria
86
89
3.49%
Moldova
652
681
4.45%
Romania
152
160
5.26%
S1-6.50 b, 6.52:
Table 20. Employees broken down by contract type and gender
Employees broken down by contract type and gender
Contract type
December 31, 2024
December 31, 2025
Gender
Female
Male
Total
Female
Male
Total
Full-time employees
336
399
735
384
485
869
Part-time employees
12
56
68
14
47
61
S1-6.50 c, e:
During the reporting period, 395 employees left the Group, corresponding to an average turnover rate of 43.41% at consolidated
level.
The level of employee departures is influenced by the Group’s seasonal operational model, particularly in viticulture and
production activities, which require a significant number of workers during peak periods (e.g. harvest and bottling campaigns).
A substantial share of the workforce is engaged under full-time employment contracts rather than part-time or short-term
arrangements. This approach is applied to ensure that seasonal workers benefit from full employment rights and social
protection, including access to benefits and statutory protections available to full-time employees.
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As a result, workforce inflows and outflows are structurally higher, reflecting the cyclical nature of operations, rather tha n
underlying workforce instability.
S1-6.50 f:
The workforce data disclosed above is compiled based on internal Human Resources and payroll systems across all Group
entities in Moldova, Romania and Bulgaria.
Employee figures are primary reported in headcount, representing the total number of individuals employed by the Group.
Where relevant, full-time equivalent (FTE) metrics are also used for internal workforce planning purposes. FTE is defined as
the number of employees adjusted to reflect full-time working hours, where one FTE corresponds to one full-time employee.
Part-time employees are stated accordingly, based on their contractual working time.
Unless otherwise specified:
• Employee figures by gender, geography and contract type are reported as headcount at the end of the reporting period
(31 December 2025 and 31 December 2024).
• Turnover-related data (including number of employees who left the undertaking and turnover rate) is calculated based
on total departures during the reporting period, divided by the total number of employees, expressed as a percentage.
Data is consolidated at Group level and may include both permanent and temporary employees, including seasonal workers
engaged under fixed-term contracts. The methodology reflects the operational structure of the Group, including the seasonal
nature of certain activities.
The total number of employees disclosed under S1-6 is consistent with the workforce-related information presented in the
Group’s financial statements, in particular within Note 28 related to employee benefits.
The most representative figure corresponds to the average number of employees during the reporting period (2025: 930), which
is used as a reference for calculating personnel-related expenses in the consolidated financial statements.
There are no differences between employee figures disclosed under S1-6 and those presented in the financial statements, as
both are based on the same underlying data and methodology.
More details on employee benefit expenses can be found in Note 21, Note 22 and Note 23.
S1-10 – Adequate wages
S1-10.69:
Purcari Wineries Group ensures that all employees are paid wages that meet applicable adequate wage benchmark in each
jurisdiction in which the Group operates.
The Group applies remuneration practices aligned with national legislation and labour market standards in Moldova, Romania
and Bulgaria. This approach applies consistently across all categories of employees, including full-time, part-time and
seasonal workers.
Compensation levels are subject to regular review through annual salary assessment processes, taking into account individual
performance, role responsibilities, market conditions and internal equity considerations. The objective of these processes is
to maintain fair, competitive and transparent remuneration practices across the Group.
The lowest wage levels paid to employees, excluding interns and apprentices, are aligned with applicable adequate wage
benchmarks, as defined by national statutory minimum wage requirements and relevant reference frameworks.
S1-10. AR 72, AR 73:
The assessment of adequate wages is based on national statutory minimum wage levels and applicable labour legislation in
each jurisdiction in which the Group operates (Republic of Moldova, Romania and Bulgaria). These benchmarks are used as
the primary reference point to determine whether remuneration levels meet the minimum requirements for adequate pay.
In the absence of a uniformly applied international living wage methodology across all jurisdictions, the Group currently
relies on national legal thresholds and market practices as a proxy for adequate wage assessment.
The evaluation covers all categories of employees, including full-time, part-time and seasonal workers, excluding interns and
apprentices where applicable.
At this stage, the Group has not performed a detailed assessment against independent living wage benchmarks (e.g. third-
party living wage indices). The approach is therefore based on available statutory and internal payroll data and does not
involve complex estimations and modelling.
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S1-11 – Social protection
S1-11.74:
Purcari Wineries Group ensures that its employees are covered by social protection systems in all jurisdictions in which it
operates, in accordance with applicable national labour and social security legislation.
Employment relationships within the Group are governed by national legal Frameworks in Moldova, Romania and Bulgaria,
which require mandatory participation in public social protection systems. These are complemented, where applicable, by
additional benefits provided under internal policies, including the Internal Regulation and the Policy on Employee Benefits.
Based on the assessment performed, all employees of the Group are covered by social protection against loss of income due
to major life events, as follows:
• Sickness: Employees are covered through statutory sick leave provisions and national health insurance systems.
Coverage is supported by mandatory social contributions and employer obligations, including periodic medical
examinations.
• Unemployment: Employees are covered by national unemployment insurance schemes applicable from the
commencement of employment, ensuring income protection in case of job loss.
• Employment injury and acquired disability: Employees are protected through occupational health and safety
frameworks and statutory compensation mechanisms, aligned with national legislation and supported by the Group’s
internal health and safety policies.
• Parental leave: Employees benefit from legally mandated parental leave entitlements (including maternity and
paternity leave), in accordance with applicable national labour laws.
• Retirement: Employees are covered by mandatory public pension systems funded through employer and employee
contributions, ensuring long-term income security.
The social protection coverage described above reflects statutory requirements and mandatory public programmes applicable
in the countries where the Group operates. The Group does not provide additional social protection benefits beyond those
required by applicable national legislation. No employees are lacking social protection coverage in relation to the above listed
major life events in any of the countries in which the Group operates.
S1-14 – Health and safety metrics
Purcari Wineries Group maintains a structured occupational health and safety (H&S) framework applicable across all
subsidiaries, aligned with national legal requirements in Moldova, Romania and Bulgaria, and supported by internal policies,
procedures and outsourced specialised H&S services.
The health and safety metrics disclosed under S1-14 are based on internal data collection processes coordinated at Group
level and reflect information reported by all subsidiaries.
Scope and coverage
The metrics cover the Group’s own workforce across all operational entities in Moldova, Romania and Bulgaria. Data includes
both permanent and temporary employees, where applicable, and excludes third-party workers unless explicitly stated.
Methodology and definitions
• Coverage of health and safety management systems is calculated as the percentage of employees working under
formalized health and safety procedures aligned with national legal requirements.
• Recordable work-related accidents include incidents resulting in injury requiring medical treatment, lost time or
restricted work, in line with internal reporting procedures and applicable legal definitions.
• Work-related ill health cases refer to health conditions formally identified as being caused or aggravated by work
activities, subject to national reporting requirements and data availability.
• Lost days represent the total number of working days lost due to work-related injuries or ill health, excluding the
day of the incident.
Data sources and validation
Data is collected from:
• Human Resources records;
• Health and safety incident reports;
• Occupational health providers;
• Subsidiary-level reporting systems.
Data is reviewed at Group level and subject to internal consistency checks; however, no external assurance has been
performed specifically on these metrics.
Limitations
The reported metrics are based on internal reporting systems and national regulatory definitions, which may vary slightly
across jurisdictions. In particular:
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• Classification of work-related ill health may be subject to local medical and legal interpretation;
• Minor incidents not requiring formal reporting may not be captured;
• Variations in data collection practices at subsidiary level may affect comparability.
The Group is in the process of further standardizing definitions and data collection methodologies to enhance consistency
and comparability across reporting periods.
S1-14.88 a:
In 2025, 99.5% of the Group’s own workforce was covered by a health and safety management system based on applicable
legal requirements and operational procedures.
Coverage is ensured through:
• Internal H&S policies and guidelines;
• alignment with national labour legislation;
• outsourced H&S services providers in each jurisdiction;
• mandatory training and operational controls at all production sites.
The remaining gap reflects minor operational variations at site level (Crama Ceptura – 97.4%) and does not indicate absence
of core H&S controls.
S1-14.88 b:
• Number of fatalities (own workforce): 0
• Number of fatalities (other workers on-site): 0
No fatal incidents related to work-related injuries or occupational ill health were recorded during the reporting period.
S1-14.88 c:
• Number of recordable work-related accidents: 1
• Rate of recordable work-related accidents: 0.11%
This single recorded incident occurred at subsidiary level and was:
• formally reported and investigated;
• addressed through corrective and preventive measures;
• integrated into internal H&S monitoring processes.
S1-14.88 d:
• Number of cases of recordable work-related ill health: 1
Cases of work-related ill health are monitored through:
• periodic medical examinations;
• internal reporting procedures;
• coordination with occupational health providers.
All identified cases are managed in accordance with internal procedures and applicable legal requirements.
S1-14.88 e:
• Number of days lost due to work-related injuries and ill health (1 case): 29 days
Lost days are tracked centrally by the Human Resources function and:
• analysed at subsidiary level;
• reviewed to identify root causes;
• used to inform preventive actions and workplace adjustments.
S1-17 – Incidents, complaints and severe human rights impacts
During the reporting period, Purcari Wineries Group did not record any incidents of discrimination, including harassment,
within its own workforce, as defined under ESRS S1-17.
Additionally, no complaints related to discrimination or other human rights matters were filled through internal grievance
mechanisms or escalated through internal grievance mechanisms external bodies, including courts, labour authorities or
National Contact Points for the OECD Guidelines for Multinational Enterprises.
More broadly, based on the Group-level review of the list of active litigations, enforcement procedures and disputes, the
Group did not identify any workforce-related legal proceedings, complaints or disputed involving allegations of
discrimination, harassment, forced labour, human trafficking, child labour, or other severe human rights matters affecting it s
own workforce. The Group’s litigation portfolio relates primarily to commercial debt recovery, insolvency proceedings,
intellectual property disputes and competition matters, rather than workforce-related claims.
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Accordingly, the Group did not identify any severe human rights incidents connected to its own workforce during the
reporting period, including any breaches of internationally recognised frameworks such as the UN Guiding Principles on
Business and Human Rights the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines
for Multinational Enterprises.
No fines, penalties or compensation for damages were incurred in relation to such incidents or complaints.
This outcome is supported by the Group’s internal regulatory framework, including the Internal Regulation, Conflict of
Interest Policy, Grievance procedures and applicable labour law compliance across jurisdictions, which establish preventive
controls, reporting channels and safeguards against discrimination, harassment and other human rights risks within the
workforce.
The information presented above was compiled on the basis of:
• internal grievance and HR escalation channels available at Group level;
• confirmation of whether any matters had been escalated externally; and
• a review of the Group-level litigation and dispute listing, covering the main operating entities of the Group.
Based on this review, no such matters were identified for 2025.
Definition and scope (MDR–M (a))
For the purposes of this disclosure, complaints and incidents were considered reportable where they related to the Group’s
own workforce and concerned discrimination, harassment labour rights or other human rights matters within the meaning of
ESRS S1-17.
The scope includes:
• internal complaints submitted through grievance mechanisms;
• cases escalated to external bodies (e.g. courts, labour authorities);
• legal disputes and litigation involving workforce-related human rights matters.
Severe human rights incidents are defined as cases involving significant breaches of internationally recognised standards,
including forced labour, child labour, human trafficking or systemic discrimination.
Measurement approach and data sources (MDR–M (b))
The metrics disclosed are based on:
• internal grievance and HR reporting channels;
• confirmations from subsidiaries regarding escalation of complaints;
• review of the Group-level litigation and dispute register;
• input from Legal and Human Resources functions.
Data is collected at subsidiary level and consolidated centrally (manually). The assessment is qualitative in nature, based o n
the existence or absence of reportable cases during the reporting period.
At present, the Group does not operate a separate centralised statistical register specifically designed for ESRS S1-17
categorisation of workforce-related incidents and complaints. The disclosure is therefore based on the review of available HR
and legal information, including active grievance channels and the consolidated litigation listing. The measurement of the
disclosed metrics is not validated by an external body other than the statutory assurance provider of the Sustainability
Statement.
No other workforce-related complaints or concerns requiring disclosure under ESRS S1-17 were identified through these
mechanisms during 2025.
10.2. Consumer and End User
Table 26. Consumer and End User IROs overview
Access to (quality) information
IRO Type
IRO label
Policies
Actions
Targets
Actual positive
IMPACT
Providing accurate
information and
labelling
• No formal standalone
policy; operational
procedures and regulatory
alignment exist.
• Alignment with EU
regulations on consumer
information and
transparency, including
• Progressive
implementatio
n of digital
wine labels
(QR codes)
for EU
markets;
No formal
established targets
for the reporting
period.
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Regulation (EU) 2021/2117
on wine labelling and
digital product information.
• Internal procedure PO 13.1
– Procedure for the
application of QR codes in
accordance with Regulation
(EU) 2021/2117 governing
the generation and
integration of digital labels
(e-labels) for wine
products.
• Alignment with Law on
vine and wine no. 57/2006
(RM), as amended and in
force since 23.01.2026.
• Ongoing
provision of
product
information
through digital
platforms and
communicatio
n channels.
Health and safety
IRO Type
IRO label
Policies
Actions
Targets
Potential negative
IMPACT
Failure to ensure
product safety and
quality could affect
the consumers’
health and safety.
• Internal procedure PR 13 –
Product design and
development;
ISO 9001:2015 and ISO
22000:2018 quality and
food safety systems.
• Continuous
product
quality
monitoring
and laboratory
testing;
• Implementatio
n of certified
food safety
management
systems across
production
sites.
No formal
established targets
for the reporting
period.
Security of a person
IRO Type
IRO label
Policies
Actions
Targets
Actual positive
IMPACT
Promotion of
responsible
drinking and safe
social
environments for
alcohol
consumption
• Commitment to responsible
alcohol consumption and
promotion of wine
(according to each
jurisdiction’s law:
Moldova – Law Nr.
1100/22000; Romania –
Law 148/2000, Law
61/1991; Bulgaria – Health
Law, Radio and TV Law)
• Commitment to responsible
marketing practices and
ethical communication.
• Integration of
responsible
drinking
messages in
communicatio
n campaigns;
• Promotion of
responsible
consumption
through wine
tourism and
events.
• Review of
marketing
materials for
compliance
with
advertising
regulations;
• Responsible
communicatio
n through
campaigns,
events and
brand
activities.
No formal
established targets
for the reporting
period.
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SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model
S4.SBM-3.10, AR 5-AR 6:
Purcari Wineries Group considers consumers and end-users across all markets where its wines are sold. The Group produces
and markets alcoholic beverages that are distributed through multiple channels, including retail partners, distributors,
hospitality venues, and direct sales through wine tourism activities.
The Group therefore considers that all consumers and end-users who may be affected by the quality, safety, marketing
practices, and information provided about its products fall within the scope of its disclosure. This includes both direct
consumers interacting with the Group through tourism activities or brand engagement, as well as indirect consumers
purchasing Purcari products through retail and distribution networks.
S4.SBM-3.10 a:
The Group’s consumers and end-users primarily consist of adult consumers purchasing and consuming wine products in the
markets where the Group operates or exports its products. The Group’s products are distributed in over 40 countries through
a diversified sales network including modern retail chains, traditional trade channels, HoReCa establishments, export
distributors, and wine tourism activities.
Consumers interacting with the Group’s products therefore include general wine buyers purchasing products through retail
channels, social wine consumers engaging in wine consumption in hospitality environments, and wine tourism participants
taking part in tastings, guided visits, and other wine-related experiences organised by the Group. In addition, a growing
segment of consumers interacts with the Group through digital product information tools, including digital wine labels and
online communication platforms.
The Group gathers insight from these different consumer groups through customer interactions, wine tourism activities,
feedback mechanisms, and communication through digital platform and social media. These insights support a better
understanding of consumer expectations, preferences, and concerns related to product quality, access to product information,
and responsible consumption.
Material impacts on consumers and end-users relate primarily to product safety and quality, access to accurate product
information and labelling, responsible marketing practices, and the promotion of responsible alcohol consumption.
S4.SBM-3.10 a i-iv:
Consumers and end-users potentially affected b the Group’s activities include:
• Adult consumers purchasing and consuming wine products in domestic and export markets.
• Consumers interacting with the Group through wine tourism activities, tasting, events, and brand promotion
initiatives.
• Consumers purchasing Purcari products through retail and HoReCa partners, including supermarkets, wine shops,
restaurants, and hospitality venues.
• Consumers accessing digital product information, including digital wine labels and online product communication.
Potential impacts arise both from the Group’s own operations, such as production processes, labelling practices, and
marketing activities, as well as from downstream distribution through commercial partners.
S4.SBM-3.10 c:
Purcari Wineries undertakes several activities that contribute to positive impacts for consumers and end-users.
These include:
• Providing transparent and accessible product information, including the progressive implementation of digital wine
labels (QR codes) in accordance with EU Regulation (EU) 2021/2117, and Law on vine and wine no. 57/2006 (RM),
as amended and in force since 23.01.2026. These labels provide additional information on product composition,
origin, ingredients and nutritional values in a user-friendly and accessible format, improving consumer awareness
and enabling informed purchasing decisions.
• Ensuring product safety and quality through food safety management systems aligned with international standards
such as ISO 22000 and ISO 9001, and through continuous quality monitoring across production sites.
• Promoting responsible consumption of alcoholic beverages, including the integration of responsible drinking
messages in communication campaigns and consumer engagement activities.
• Educational and cultural wine experiences, including tastings and wine tourism activities that promote appreciation
of wine culture while encouraging moderation.
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The types of consumers and end-users positively affected include:
• Adult retail consumers purchasing bottled wines for personal consumption;
• Hospitality sector consumers (restaurants, hotels and wine bars), indirectly reached through on-trade distribution
channels;
• Wine tourism visitors participating in tastings, guided tours and cultural events at winery locations;
• International consumers across export markets, benefiting from harmonised product information and quality
standards;
• Consumers with specific information needs (e.g. health-conscious individuals), benefiting from increased
transparency through digital labelling.
These activities contribute to positive impacts by enhancing consumer awareness, improving access to product information,
ensuring product safety and quality, and supporting informed and responsible consumption of alcoholic beverages.
S4.SBM-3.11, AR 7:
The Group recognises that certain groups may be more vulnerable to potential risks associated with alcohol consumption or
product communication. In particular, the Group acknowledges that minors and vulnerable consumers may face increased
risks if alcohol products are improperly marketed or consumed irresponsibly.
The Group’s understanding of such risks is primarily developed through a combination of:
• Compliance with national and EU legislation governing alcohol marketing, advertising and consumer protection;
• Internal commercial analysis of consumer behaviour and purchasing patterns;
• Ongoing interaction with consumers through direct channels (wine tourism, events, digital platforms and customer
communication).
While the Group does not operate a formalised consumer risk assessment framework or dedicated studies analysing
behavioural or health impacts, it relies on practical, operational mechanisms to identify and manage potential risks.
During the reporting period, insights collected through consumer interactions, wine tourism activities and commercial
reporting indicated:
• Stable consumer demand patterns across key markets;
• No significant complaints or concerns related to product safety, misleading information or irresponsible marketing
practices (“significant complaints” are defined as complaints that could indicate a risk to consumer health and safety,
material non-compliance with product regulations, or systemic issues affecting product quality or labelling);
• Increasing consumer interest in product transparency (e.g. ingredients, origin, nutrition information).
Actions taken in response to consumer insights included:
• Continued rollout of digital labelling (QR codes) to enhance transparency;
• Reinforcement of responsible consumption messaging in communication materials;
• Ongoing monitoring of customer feedback and market trends through commercial and marketing teams.
The Group monitors potential risks affecting consumers and end-users through:
• Regular review of commercial reports and sales patterns;
• Feedback collected through direct consumer interactions and digital channels;
• Internal review of complaints and customer communications (where applicable).
No significant incidents, complaints or adverse impacts affecting consumers or end-users were recorded during the reporting
period.
At present, documentation supporting this assessment includes:
• Commercial reports and sales analysis;
• Marketing and communication guidelines;
• Product labelling and compliance documentation;
• Internal records of customer interactions and feedback (where applicable)
These elements collectively support the Group’s conclusion that the management of potential risks affecting consumers and
end-users is currently effective, although further formalisation of risk assessment processes may be considered in future
reporting periods.
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S4-1 – Policies related to consumers and end-users
S4-1.15:
The Group follows a combination of operational policies, quality management systems, and compliance with applicable
regulatory frameworks governing product safety, consumer information and responsible marketing.
The Group’s approach focuses primarily on four key areas:
• Product safety and quality, ensured through food safety management systems aligned with international standards
such as ISO 22000 and internal quality control procedures applied across production facilities. In addition, the Group
operates in accordance with its adopted Health and Safety Policy (2010) and internal procedures governing safety and
health. The wineries belonging to the Group maintain valid ISO 9001:2015 and ISO 22000:2018 certifications, which
support consistent product quality, food safety management and continuous improvement of internal processes.
• Access to accurate product information, including the progressive implementation of digital wine labels (QR codes)
in accordance with EU Regulation (EU) 2021/2117 on wine labelling, implemented through cooperation with the
Bottlebook.me platform. These digital labels provide consumers with transparent information regarding ingredients,
nutritional values and product origin. In addition, product information is communicated through various public
channels including the Group’s website, social media platforms, printed materials, wine festivals, professional fairs
and consumer presentations.
• Responsible marketing and communication practices, ensuring compliance with national legislation governing alcohol
advertising and consumer protection in each jurisdiction where the Group operates. Marketing activities are designed
to promote wine culture responsibly and to ensure that communication remains transparent, informative and respectful
toward consumers.
• Promotion of responsible alcohol consumption, including the integration of responsible drinking messages in
marketing campaigns, consumer engagement activities and wine tourism experiences. Wine tastings, guided visits and
cultural events organized by the Group are designed to highlight the cultural and heritage aspects of wine while
encouraging moderate and responsible consumption.
Among procedures, supporting the above areas Purcari Wineries also has:
• Product design and development procedure (covering IM “Vinaria Purcari” SRL):
ESRS 2 – MDR-P: Description of key contents of procedure
The internal procedure PR 13 – Product Design and Development establish the framework governing the
development of new wine products and the modification of existing products within Purcari, Bostavan and
Domeniile Cuza. The procedure defines the stages of the product development process, including initiation,
feasibility assessment, technological verification, label and packaging design, cost evaluation and final approval
prior to market release. It also specifies responsibilities for each department involved and ensures that product
specifications, packaging elements and regulatory requirements are verified before commercialization.
ESRS 2 – MDR-P: Description of scope of procedure or of its exclusions
The procedure applies to all departments involved in the development, modification and commercialization of wine
products within Purcari, Bostavan and Domeniile Cuza. It covers both the creation of new products and the
modification of existing products, including changes related to product formulation, packaging design, labelling
elements, technical parameters and marketing specifications. The procedure is implemented across operational
functions including marketing, production, quality control, certification, logistics and financial control.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of procedure
The procedure is implemented at the operational level by the departments involved in product development and
commercialization. Final approval of new products and significant product modifications is granted by senior
management, including Chief Executive Officer (and/or Chief Operating Officer), based on internal evaluation and
verification processes defined within the procedure.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of procedure
The procedure is implemented in alignment with the Group’s quality and food safety management systems certified
under internationally recognised standards, including ISO 9001:2015 (Quality Management Systems) and ISO
22000:2018 (Food Safety Management Systems). These standards support the systematic control of product
development processes and ensure compliance with regulatory requirements.
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ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting procedure
The procedure incorporates consideration of stakeholder expectation, including regulatory requirements, customer
specifications and market expectations. During the development process, marketing and commercial functions
analyse market needs and client requirements which are incorporated into the product development and approval
stages.
ESRS 2 – MDR-P: Explanation of how procedure is made available to potentially affected stakeholders and those
who need to help implement it
The procedure forms part of the Group’s internal operational documentation and is communicated to the
departments responsible for product development, production, quality control, certification and marketing activities.
It is made available internally to employees involved in implementing the procedure to ensure consistent application
of product development and compliance processes.
• Procedure for application of QR Code for Digital Wine Labels
ESRS 2 – MDR-P: Description of key contents of procedure
The procedure PO 13.1 – Application of QR Codes in accordance with Regulation (EU) 2021/2117 establishes the
internal process for implementing digital labels (e-labels) on wine products marketed by the Group. The procedure
describes the stages required to generate and apply QR codes on wine labels, ensuring that consumers can access
mandatory product information through electronic labels.
The procedure defines the responsibilities of departments involved in the process, including Production, Marketing,
Certification and Standardization, Product Management and Logistics. It also specifies the workflow for collecting
product technical parameters, generating QR codes through the Bottlebooks platform, verifying the accuracy of
information, and integrating the QR codes into product labels before commercialization.
Through this process, the procedure ensures that consumers receive transparent information regarding product
ingredients, nutritional values and technical characteristics in accordance with applicable European wine labelling
regulations.
ESRS 2 – MDR-P: Description of scope of procedure or of its exclusions
The procedure applies to wine products produced and commercialized by the Group entities Vinaria Bostavan SRL,
Vinaria Purcari SRL and Domeniile Cuza SRL. It covers all internal departments involved in the preparation,
approval and application of QR codes on wine labels and counter-labels.
The procedure specifically applies to products intended for sale in the European Union, where electronic labelling
is required under Regulation (EU) 2021/2117, and governs the process of adapting product labels and packaging to
ensure regulatory compliance and transparency of consumer information.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of procedure
Operational implementation of the procedure is carried out by the departments responsible for product development,
marketing, certification, laboratory analysis and logistics. Oversight of the process is coordinated through the
Certification and Standardization function and the Product Management function.
The procedure is formally approved at the operational leadership level, including the Director of Production,
ensuring that the process for digital labelling is integrated into the Group’s production and product approval
framework.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of procedure
The procedure is implemented in alignment with the European regulatory framework governing wine labelling and
consumer information transparency, particularly:
• Regulation (EU) 2021/2117 concerning wine labelling requirements;
• Regulation (EU) 1169/2011 on the provision of food information to consumers.
The digital labelling system is implemented through cooperation with the Bottlebooks platform, which supports the
creation and hosting of product-specific electronic labels accessible via QR codes.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting procedure
The procedure reflects the interests of key stakeholders, including consumers, regulators and commercial partners.
The implementation of digital labels ensures that consumers have access to complete and transparent product
information, including ingredients, nutritional values and technical product characteristics.
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Market requirements and regulatory obligations related to consumer information transparency are integrated into
the product labelling process through collaboration between marketing, certification, laboratory and production
functions.
ESRS 2 – MDR-P: Explanation of how the procedure is made available to potentially affected stakeholders and
those who need to help implement it
The procedure forms part of the Group’s internal operational documentation and is communicated to employees
involved in the product labelling and packaging process. It is made available internally to departments responsible
for marketing, product development, certification, laboratory analysis, logistics and production in order to ensure
consistent implementation of digital labelling requirements and compliance with applicable regulations.
These operational practices support the management of the Group’s material impacts related to product safety, consumer
information transparency and responsible consumption, as identified in the Double Materiality Assessment
S4-1.16:
Purcari Wineries recognizes the importance of respecting the rights and safety of consumers and end-users across all markets
where its products are sold. While the Group does not maintain a standalone human rights policy specifically addressing
consumers and end-users, relevant commitments are embedded within internal regulations, quality management systems and
responsible marketing practices.
These commitments focus primarily on ensuring product safety, providing transparent product information and promoting
responsible consumption of alcoholic beverages. The Group aims to treat all consumers fairly and respectfully by ensuring
responsible marketing conduct, clear product information and operational practices that avoid discrimination or harm.
S4-1.16 a:
The Group’s approach to respecting the rights of consumers and end-users is primarily reflected in its commitment to product
safety, transparency of product information and responsible communication practices.
Through the implementation of food safety management systems, compliance with applicable labelling regulations and
adherence to national legislation governing alcohol marketing, the Group aims to ensure that consumers receive products that
are safe, accurately labelled and responsibly marketed.
These practices are further supported by internal quality control procedures, product testing processes and certification systems
such as ISO 9001 and ISO 22000, which help ensure that wines produced by the Group comply with relevant food safety and
quality requirements.
S4-1.16 b:
Engagement with consumers and end-users takes place through several channels, including wine tourism activities, customer
interactions, digital platforms and social media communication.
The Group maintains active communication with consumers through its website, social media platforms (including Instagram,
LinkedIn and Facebook), as well as through participation in wine festivals, professional fairs and tasting events. These
interactions allow the Group to present its wines, explain their origin and production processes, and engage directly with
consumers.
Wine tourism activities, guided visits and tasting sessions also provide opportunities for direct interaction with consumers and
help strengthen understanding of wine culture and responsible consumption practices.
Insights gathered through these channels support the Group’s understanding of consumer preferences, expectations and
concerns related to product quality, information transparency and responsible consumption.
S4-1.16 c:
Where concerns related to product quality, safety or consumer information arise, the Group addresses them through internal
quality control procedures, consumer feedback mechanisms and complaint handling processes.
These mechanisms enable the identification of potential issues related to product safety or information accuracy and support
corrective actions when necessary. Corrective actions may include quality reviews, supplier evaluations, process improvements
or product recall procedures, depending on the nature of the issue identified.
These processes help ensure that potential impacts affecting consumers and end-users are addressed in a timely and responsible
manner.
S4-1.17, AR 11:
The Group’s operational practices related to consumers and end-users are implemented in alignment with applicable national
legislation governing food safety, product labelling and consumer protection. These practices (in particular - EU Regulation
(EU) 2021/2117) are also broadly consistent with internationally recognized principles relating to responsible business conduct,
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including the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights,
particularly with respect to product safety, transparency of information and responsible marketing.
However, the Group does not currently maintain a formal policy explicitly referencing these international frameworks.
S4-1.17:
During the reporting period, Purcari Wineries Group did not identify any confirmed cases of non-respect of the UN Guiding
Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD
Guidelines for Multinational Enterprises involving consumers or end-users.
This conclusion is based on a review of multiple internal and external information sources, including:
• analysis of consumer complaints received through available channels (including distributors and direct consumer
interactions);
• review of the Group-level litigation register, which did not include any cases related to consumers or end-users;
• internal controls related to product quality, food safety and labelling compliance;
• ongoing interaction with competent authorities responsible for product safety and consumer protection.
No complaints, disputes or legal proceedings were identified during the reporting period that would indicate breaches of the
above-mentioned international frameworks in relation to consumers or end-users.
The Group continues to monitor compliance with applicable legal and regulatory requirements and maintains internal
procedures aimed at ensuring product safety, transparency of consumer information and responsible marketing practices.
At this stage, the assessment is based on available operational, legal and compliance information, and no separate standalone
analysis or formal investigation specifically dedicated to these frameworks has been conducted.
S4-2 – Processes for engaging with consumers and end-users about impacts
S4-2.20, AR 17:
The Group engages with consumers and end-users through a range of communication and interaction channels (social media,
forms on the corporate site, generic email addresses (purcari@purcari.wine) and direct calls) that provide insight into consumer
expectations related to product quality, transparency of information, and responsible consumption.
Feedback and observations gathered through these interactions contribute to the Group’s understanding of consumer
perspectives and may inform decisions related to product communication, marketing practices, and the accessibility of product
information. Consumer insights may also support improvements in areas such as labelling transparency, product presentation,
and consumer education regarding responsible alcohol consumption.
For example, the progressive implementation of digital wine labels (QR codes) in cooperation with the Bottlebook.me platform
was introduced to improve consumer access to detailed information regarding ingredients, nutritional values, and product origin
in accordance with EU labelling requirements.
The implementation of digital labelling was initiated in advance of regulatory requirements, through the adoption of an internal
procedure starting from 05/10/2023, covering products intended for the European Union market. This action was undertaken
to ensure compliance with Regulation (EU) 2021/2117, which requires that wines produced or labelled after 8 December 2023,
include the list of ingredients and the nutritional declaration.
In addition, the Group has aligned its practices with national regulatory developments, including the Law on vine and wine no.
57/2006 (Republic of Moldova), as amended and in force from 23.01.2026, which introduced similar requirements regarding
the disclosure of ingredients and nutritional information on wine labels.
Through these practices, consumer perspectives indirectly inform certain operational and communication activities aimed at
managing potential impacts on consumers and end-users.
S4-2.20 a, AR 14:
Engagement with consumers and end-users occurs primarily through direct interactions and through intermediaries within the
value chain.
Direct engagement takes place through:
• wine tourism activities, including winery visits and tasting sessions
• participation in wine exhibitions, festivals, and professional fairs
• marketing campaigns and product presentations
• communication through digital platforms such as the Group’s website and social media channels.
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Indirect insights regarding consumer preferences and concerns may also be obtained through distributors, retailers, hospitality
partners (HoReCa), and event organizers, who interact directly with final consumers and communicate market feedback to the
Group.
S4-2.20 b, AR 16:
Engagement with consumers and end-users occurs at multiple stages of the product lifecycle and marketing activities.
Typical engagement formats include:
• product communication and information disclosure, including labelling and digital e-labels
• wine tourism activities, such as guided visits and tasting events at winery locations
• participation in public wine events, festivals and exhibitions
• digital engagement through websites and social media platforms
• consumer interaction during promotional events and product presentations.
These engagement activities occur on an ongoing basis throughout the year, depending on marketing campaigns, tourism
activities, and participation in industry events. During the reporting period, there were more than 50 engagement activities
registered.
S4-2.20 c, AR 15 - AR 16:
Operational responsibility for consumer engagement activities lies primarily within the Marketing and Commercial functions
of the Group.
These functions coordinate marketing communication, brand promotion activities, consumer engagement campaigns, and wine
tourism initiatives across the Group’s markets.
Consumer information initiatives such as product labelling updates, digital e-labels, and communication campaigns are
implemented at both Group and subsidiary levels, with oversight from senior management responsible for commercial strategy,
brand development, and consumer communication.
The effectiveness of engagement with consumers and end-users is primarily assessed through qualitative observations and
operational feedback, including:
• consumer feedback received during wine tourism activities and events
• interactions with consumers during wine tastings, festivals, and exhibitions
• engagement metrics on digital platforms and social media channels
• feedback received through distributors, retailers, and hospitality partners.
These insights help the Group evaluate how consumers respond to product information, marketing communication, and
responsible consumption messages.
Insights derived from this analysis is discussed internally within Marketing and Commercial teams and are used to:
• Adjust communication approaches and marketing messages;
• Improve product presentation and labelling clarity;
• Support decisions regarding product portfolio and positioning;
• Reinforce responsible consumption messaging where relevant.
At present, the Group does not operate a formalised, standardised or centrally documented quantitative framework specifically
designed to measure the effectiveness of consumer engagement activities. However, the existing operational processes provide
a practical basis for monitoring consumer responses and informing business decisions.
Supporting documentation for these processes includes:
• Internal commercial and sales reports;
• Marketing campaign reports and digital engagement statistics;
• Records of participation in events and wine tourism activities;
• Internal communication and feedback exchanges with distributors and partners.
S4-2.21:
Purcari Wineries recognizes that certain groups may be more vulnerable to potential risks associated with alcohol consumption,
particularly minors and vulnerable consumers (individuals with health conditions that may be affected by alcohol consumption;
consumers with limited access to clear and understandable product information; individuals potentially more susceptible to
marketing influence or social pressure etc.).
To mitigate these risks, the Group ensures that its marketing and communication practices comply with national legislation
governing alcohol advertising and consumer protection in all jurisdictions where it operates.
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Responsible drinking messages are incorporated into marketing campaigns, consumer communication materials, and wine
tourism activities. Product labelling also includes mandatory health information related to alcohol consumption.
These measures aim to promote moderation and ensure that marketing activities do not target minors or vulnerable individuals.
S4-2.22:
Purcari Wineries Group has not established a formalized stakeholder engagement framework specifically dedicated to
consumers and end-users.
However, the Group maintains several operational channels that allow direct interaction with consumers and support the
identification of consumer expectations, preferences, and concerns related to product quality, information transparency, and
responsible consumption.
These channels provide practical insights that contribute to improving product communication, marketing practices, and
consumer information.
S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
S4-3.25 b, AR 19:
Consumers and end-users can raise concerns or complaints through several communication channels, including:
• direct contact with distributors, retailers, or hospitality partners
• communication through the Group’s website or social media channels
• feedback received during wine tourism activities, tasting events and public exhibitions
• customer service or commercial contacts associated with the Group’s brands.
These channels allow consumers to report concerns related to product quality, packaging, product information, or other
consumer-related matters.
During 2025, the Group registered a total of 22 consumer complaints (2024: total 11 complaints), of which:
• 20 complaints were resolved, and
• 2 complaints remained under review at the time of reporting.
The distribution of complaints by entity was as follows:
• Bostavan: 16 complaints (14 resolved, 2 under review)
• Purcari: 6 complaints (all resolved)
The distribution of complaints based on product production year was as follows:
• Products manufactured and delivered in 2023
• Bostavan: 2 complaints
• Purcari: 1 complaint
• Products manufactured and delivered in 2024
• Bostavan: 5 complaints
• Purcari: 0 complaints
• Products manufactured and delivered in 2025
• Bostavan: 9 complaints
• Purcari: 5 complaints
•
All complaints are subject to internal review and resolution procedures coordinated between the Commercial and Quality
Control functions. Each case is assessed individually to determine root cause, potential product non-conformity and any need
for corrective or preventive measures (e.g. batch verification, process adjustments or communication with distributors).
The low number of complaints relative to total volumes, their non-systemic nature, and the absence of recurring or severe issues
indicate that these matters do not represent material adverse impacts. This assessment is consistent with the results of the Double
Materiality Assessment (DMA), where no material risks related to consumers and end-users were identified.
These complaints were primarily related to product quality observations or consumer feedback and were addressed through
internal quality control procedures.
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S4-3.25 c:
The availability of channels for raising consumer concerns is supported through the Group’s commercial, marketing and
customer interaction activities, which enable consumers to communicate feedback directly or through intermediaries within the
distribution chain.
In addition, registration systems, product quality monitoring procedures and food safety management systems ensure that
concerns related to product quality or safety can be investigated and addressed through structured internal processes.
S4-3.25 d, AR 24:
Consumer complaints are recorded and reviewed through internal operational processes coordinated by relevant commercial,
quality control or production functions.
The Group monitors complaints in order to identify recurring issues, improve production processes, and strengthen quality
assurance procedures.
The Group monitors the complaint resolution rate, which measures the proportion of complaints resolved satisfactorily relative
to the total number of complaints received.
For 2025, the complaint resolution rate reached approximately 91% (20 resolved complaints out of 22 received).
The objective is to maintain a complaint resolution rate above 90% while continuously improving internal procedures for
handling consumer feedback.
S4-3.26, AR 23:
Consumers and end-users become aware of communication channels primarily through product distribution networks, brand
communication channels, marketing activities, and direct interactions during wine tourism activities and public events.
Digital platforms and brand communication channels also facilitate consumer interaction and allow consumers to submit
questions or feedback regarding products.
Although the Group does not currently operate a formal system to measure consumer awareness of complaint mechanisms, the
continued receipt of consumer feedback indicates that consumers are able to communicate concerns through available channels.
S4-3.26:
Given the nature of consumer engagement, concerns raised by consumers and end-users are typically submitted through
commercial, distribution or communication channels, rather than through formal internal whistleblowing mechanisms.
As such, the risk of retaliation in the context of consumer complaints is considered limited. Nevertheless, the Group ensures
that all consumer concerns are handled in a fair, respectful and non-discriminatory manner, in line with its internal procedures
and quality management practices.
S4-3.27:
Purcari Wineries Group has not established a formalized grievance mechanism specifically dedicated to consumers and end-
users.
However, the Group maintains multiple operational communication channels that enable consumers to raise concerns related
to product quality, information transparency or consumer experience.
These channels, together with the Group’s quality management systems and complaint monitoring practices, provide
mechanisms through which consumer concerns can be addressed.
S4-4 – Taking action on material impacts on consumers and end-users
S4-4.30:
Purcari Wineries Group implements a set of operational practices, quality management systems and consumer communication
initiatives aimed at managing the material impacts, risks and opportunities identified in relation to consumers and end-users
through the Group’s Double Materiality Assessment.
These actions focus primarily on four key areas:
• improving access to accurate product information, including the progressive implementation of digital wine labels
(QR codes);
• ensuring product safety and quality through internationally recognized food safety and quality management systems
(ISO 9001 and ISO 22000);
• promoting responsible alcohol consumption through marketing communication and consumer engagement activities;
• maintaining responsible marketing practices aligned with national legal requirements governing alcohol advertising.
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The implementation of these actions is supported by a combination of internal resources across multiple functions, including
Product Development, Quality Control, Certification, Marketing and Commercial teams.
In particular:
• Human Resources – specialized personnel within Quality Control, Certification and Marketing functions are
responsible for product compliance, labelling accuracy, consumer communication and campaign design;
• Operational resources – established quality management systems (e.g. ISO 22000, ISO 9001), internal procedures,
digital labelling platforms (e.g. Bottlebooks), and marketing and communication tools support the implementation of
actions;
• Financial resources – costs related to certification, quality assurance processes, digital labelling implementation,
marketing campaigns and participation in consumer engagement activities are integrated into the Group’s operational
budgets;
• External support – where relevant, the Group relies on external partners (e.g. certification bodies, platform providers,
distributors) to support compliance, product information disclosure and consumer communication.
At present, resources are allocated as part of standard operational and commercial activities and are not managed through a
dedicated, standalone ESG budget. The Group does not yet track expenditures specifically linked to consumer-related ESG
actions in a structured or disaggregated manner.
S4-4.31 a, AR 35:
To ensure transparency and enable informed consumer decisions, Purcari Wineries is progressively implementing digital wine
labels (e-labels) accessible through QR codes.
This initiative is implemented in cooperation with the Bottlebook.me platform and supports compliance with the European
regulatory framework governing wine labelling, including:
• EU Delegated Regulation (EU) 2021/2117
• Regulation (EU) 1169/2011 on food information to consumers
• Regulation (EU) 2023/3257 on electronic labelling for wines
Beginning with wines produced after 8 December 2023, electronic labels are required for wines sold within the European
Union. Wines bearing the 2024 vintage and later include digital labels accessible through QR codes displayed on the bottle.
Each digital label contains detailed and verifiable product information, including:
• product identification and geographical origin
• ingredient lists and nutritional information
• packaging-related information
• product-specific information depending on format and vintage.
The back label includes the required energy value information and a clear reference next to the QR code indicating access to
the product’s ingredients and additional information.
Through this system, the Group improves transparency and ensures that consumers have easy access to reliable product
information.
In addition, to ensure independent verification of product quality and safety, the Group operates certified laboratories
responsible for monitoring technological processes and verifying compliance with production specifications.
All laboratories are accredited by the Accreditation Center of the Republic of Moldova (MOLDAC), which is internationally
recognized through agreements with the European Cooperation for Accreditation (EA) and the International Laboratory
Accreditation Cooperation (ILAC). The Group’s products are also tested by the Central Laboratory for Testing Alcoholic and
Non-Alcoholic Beverages and Canned Products, which issues conformity certificates for each batch placed on the market.
S4-4.31 b:
Where potential issues related to product quality or safety are identified, the Group applies internal traceability, quality control
and product recall procedures.
These procedures allow the Group to:
• identify potentially affected product batches;
• conduct internal investigations and quality reviews;
• implement corrective actions where necessary;
• coordinate responses through relevant operational and quality control functions.
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Consumer complaints and product observations are also reviewed through internal processes that support the identification of
potential issues and the implementation of corrective measures.
During 2025, the Group registered 1 case of product recall due to improper use of glass, the recall amounting to 7,269 bottle s.
S4-4.31 c, AR 36:
In addition to digital labelling, Purcari maintains direct communication with consumers through several channels, including:
• the Group’s website and social media platforms (Instagram, Facebook);
• printed promotional materials and product information sheets;
• participation in wine exhibitions, festivals and professional fairs;
• wine tourism activities, including guided winery visits and tasting sessions.
These interactions allow the Group to communicate directly with consumers, provide information about product origin and
production practices, and strengthen transparency regarding wine characteristics and quality.
S4-4.31 d, AR 30 - AR 32:
The effectiveness of these actions is monitored through operational indicators and quality control procedures, including:
• monitoring of complaint resolution rates;
• monitoring of product safety incidents and recalls;
• internal quality control and certification audits;
• continuous monitoring through ISO 9001 and ISO 22000 management systems.
As part of the Group’s KPI framework for consumer impacts:
• the complaint resolution rate is monitored annually, with the objective of maintaining a resolution rate above 90%;
• the Group aims to maintain zero major product safety incidents.
S4-4.32 b:
Ensuring product safety and quality represents a core element of Purcari’s approach to managing potential impacts on
consumers.
All wineries within the Group operate under internationally recognized management systems, including:
• ISO 9001:2015 – Quality Management Systems
• ISO 22000:2018 – Food Safety Management Systems
These systems support systematic monitoring of production processes, identification of potential hazards and implementation
of preventive measures to ensure product safety.
Through these standards, the Group has formalized internal procedures for:
• quality assurance and process control;
• food safety risk management across the production chain;
• monitoring compliance with regulatory requirements;
• maintaining consistent product quality across all wineries.
S4-4.32 c:
According to the Group’s Double Materiality Assessment (DMA), no material negative impacts on consumers and end-users
were identified during the reporting period, with activities generating primarily positive impacts.
Nevertheless, the Group monitors potential issues through consumer feedback, complaints, quality control processes and
commercial analysis. Where issues are identified, they are assessed at operational level and addressed through corrective actions
such as product verification, quality adjustments or clarification of product information.
These cases have been limited and non-systemic and did not result in material adverse impacts on consumers or end-users.
S4-4.33 a, AR 37 - AR 38, AR 40:
Purcari Wineries also takes actions aimed at reducing risks associated with alcohol consumption and consumer communication.
The Group promotes responsible alcohol consumption through:
• educational wine tastings and cultural events;
• responsible drinking messages integrated in communication campaigns;
• collaboration with distributors and hospitality partners to ensure responsible presentation of wine products.
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Marketing activities are designed to comply with national legislation governing alcohol advertising and consumer protection i n
all jurisdictions where the Group operates.
The effectiveness of these actions is monitored in practice through analysis of consumer feedback, engagement during events
and campaigns, and commercial performance indicators, which provide insight into consumer response and behavior.
S4-4.33 b:
Promoting wine culture responsibly and providing transparent product information also creates positive opportunities for the
Group by strengthening consumer trust and improving brand reputation.
To pursue these opportunities, the Group implements a range of actions, including:
• progressive implementation of digital product information (QR codes), improving transparency and enabling
consumers to make informed purchasing decisions;
• development of wine tourism activities (tastings, guided visits and cultural events), which enhance direct consumer
engagement and brand experience;
• active participation in wine festivals, exhibitions and promotional events, supporting visibility and consumer
interaction across key markets;
• continuous communication through digital platforms, enabling ongoing interaction with consumers and dissemination
of product and brand information.
These initiatives help enhance consumer experience, increasing brand awareness and strengthening market positioning. Their
effectiveness is monitored through consumer engagement levels, feedback collected during events and digital interactions, as
well as commercial performance indicators such as sales evolution and product demand across markets.
S4-4.34, AR 29:
Purcari Wineries ensures that its operational practices do not contribute to material negative impacts on consumers through:
• strict adherence to food safety and quality management systems;
• compliance with applicable regulations governing product labelling and marketing;
• internal monitoring of production processes and product quality;
• transparent communication of product information.
These practices help ensure that wines produced by the Group are safe, accurately labelled and responsibly marketed.
S4-4.35:
During the reporting period, Purcari Wineries Group did not identify any severe human rights issues or incidents related to
consumers or end-users.
No cases were recorded involving product safety failures resulting in significant harm, misleading product information,
discriminatory marketing practices, or other incidents that could constitute a severe human rights impact on consumers
S4-4.37:
Purcari Wineries manages material impacts related to consumers and end-users through a combination of organizational
structures, technical capabilities and operational resources embedded within its existing business operations.
Organizational responsibilities are distributed across several internal functions, including:
• Quality Control and Certification departments, responsible for food safety management systems, product testing and
compliance with regulatory requirements;
• Product Development and Production teams, responsible for product design, labelling compliance and implementation
of digital product information systems;
• Marketing and Commercial functions, responsible for consumer communication, responsible marketing practices and
engagement with consumers through various channels
Technical resources supporting the management of consumer impacts include:
• certified laboratories responsible for monitoring technological processes and verifying compliance with production
specifications;
• laboratories accredited by the Accreditation Center of the Republic of Moldova (MOLDAC), internationally
recognized through agreements with the European Cooperation for Accreditation (EA) and the International
Laboratory Accreditation Cooperation (ILAC);
• additional product testing conducted by the Central Laboratory for Testing Alcoholic and Non-Alcoholic Beverages
and Canned Products, which issues conformity certificates for each production batch;
• digital labelling systems (QR codes) implemented through cooperation with the Bottlebook.me platform, enabling
consumers to access product information electronically.
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These technical and organizational resources support the Group’s ability to ensure product safety, provide transparent consumer
information and monitor product quality throughout the production and distribution process.
At present, no separate financial budget is specifically allocated to the management of consumer-related impacts, as these
activities are integrated into the Group’s standard operational, quality management and product development processes.
S4-5 – Targets related to managing impacts
S4-5.41, AR 43 - AR 45:
During the reporting period, Purcari Wineries Group has not established formal, measurable targets specifically related to th e
management of impacts, risks and opportunities concerning consumers and end-users.
This approach is consistent with the results of the Group’s Double Materiality Assessment (DMA), which identified primarily
positive impacts and did not identify material negative impacts or risks requiring the definition of formal ESRS-aligned targets.
ESRS 2 – 81:
The Group currently manages consumer-related impacts, risks and opportunities through operational practices, quality
management systems and regulatory compliance, rather than through formal quantitative targets.
The absence of targets reflects:
• recent changes in governance structures and strategic decision-making processes during the reporting period.
Going forward, the Group intends to reassess the need for formal targets following:
• the planned revision and validation of the Double Materiality Assessment; and
• further alignments of sustainability objectives with the Groups updated governance and strategic direction.
At this stage, no defined timeline has been established for the adoption of such targets.
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11. BUSINESS CONDUCT
Table 22. Own workforce IROs overview
IRO Type
IRO label
Policies
Actions
Targets
Actual
positive
IMPACT
Employee
oriented
corporate
culture
• Internal Regulation
• Recruitment & Selection
Policy
• Learning and Development
Policy
• Internship Programme
Regulation
• Memorandum and Articles of
Association
• Internal Regulation of the
Board of Directors
• Board Evaluation Policy
• Remuneration Policy
• Related Parties Transaction
Policy
• Investor Relations Policy
• Internal Regulation
• Conflict of Interest Policy
No specific actions
were formally
established for the
reporting period.
No specific targets
were formally
established for the
reporting period.
IRO Type
IRO label
Policies
Actions
Targets
Actual
positive
IMPACT
Fair suppliers’
management
and
traceability
along the
supply chain
• Contract Management Policy
• Contract approval procedures
• Internal operational procedures
• Product certification and
traceability systems
No specific actions
were formally
established for the
reporting period.
No specific targets
were formally
established for the
reporting period.
IRO Type
IRO label
Policies
Actions
Targets
OPPORTUN
ITY
Enhancement
of Export
Capabilities
• General commercial
procedures for order reception
and delivery planning.
• Marketing procedures for
campaigns and product
launches
No specific actions
were formally
established for the
reporting period.
No specific targets
were formally
established for the
reporting period.
No specific actions or quantitative targets were formally established for this reporting area during 2025. This reflects the
extraordinary governance context of the period: the voluntary takeover bid by MASPEX, the resulting changes in shareholder
structure, and the reconstitution of the Board of Directors, completed on 15 December 2025. Throughout this transition, the
Company's existing governance frameworks remained operative. Management prioritized operational stability and an orderly
handover to the incoming ownership and governance structure. The Company intends to establish formal targets and action
plans under the renewed governance structure in the subsequent reporting period.
11.1. Governance
GOV-1 – The role of the administrative, supervisory and management bodies
G1.GOV-1.5 a:
The governance of business conduct within Purcari Wineries Group is ensured through a structured framework involving the
Board of Directors, its specialized committees (Audit Committee, ESG Committee, and Nomination and Remuneration
Committee), and the Executive Management Team.
These bodies collectively ensure that ethical principles, compliance requirements and responsible business practices are
embedded into the Group’s strategy, decision-making processes and day-to-day operations, in alignment with the provisions of
the Cyprus Companies Law (Cap. 113) and the Bucharest Stock Exchange Corporate Governance Code.
Their specific responsibilities of these bodies are outlined as follows:
Table 23. The responsibilities of the Board of Directors and Committees of the Group regarding business conduct
Entity
Responsibilities
Oversight of Business Conduct
Board of Directors
Acts as the governing body responsible for
the overall management and strategic
direction of the Company, in accordance
Ensures that ethical standards, integrity and
compliance are embedded in strategy and
decision-making. Monitors risk management
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with the Cyprus Companies Law (Cap. 113).
Ensures the establishment of governance
structures, internal control systems and risk
management framework, in line with BVB
Code Section A (Responsibilities of the
Board). Approves strategy, business plans
and key policies (e.g. Dividend Policy,
Remuneration Policy, etc.)
and internal control systems, ensuring
alignment with stakeholder interests and
long-term sustainable value creation.
Reviews integrity, transparency, and
compliance with applicable legal and
regulatory requirements.
Audit Committee
Established in accordance with BVB Code
Sections B.1 – B.4, composed of
independent non-executive directors and
non-independent non-executive directors.
Supports the Board in overseeing financial
reporting, internal controls and audit
processes, in line with Cap. 113
requirements for financial statements and
record-keeping. Reviews internal audit
findings, risk management processes,
significant transactions and compliance with
internal procedures and applicable legal and
regulatory requirements.
Monitors compliance with internal controls
and financial discipline, including adherence
to procedures such as contract approval
workflows, budget control orders (OPEX/
CAPEX), and internal documentation
processes. Reviews internal audit findings,
fraud prevention, and regulatory
compliance.
Provides independent assurance to the
Board regarding business conduct risks and
control effectiveness.
Nomination and
Remuneration
Committee
Established in line with BVB Code Section
A & B, supports the Board in matters related
to Board composition, succession planning,
performance evaluation, and remuneration,
in accordance with the Remuneration Policy
and Board Evaluation Policy. Oversees
alignment between management incentives
and long-term company performance.
Ensures that remuneration policies promote
responsible and ethical behaviour, avoiding
excessive risk-taking, support accountability
and transparency. Reviews potential
conflicts of interest and promotes fair and
merit-based decision-making.
ESG Committee
Supports the Board in overseeing
sustainability strategy, reporting, ESG risks
and opportunities, and alignment with
regulatory requirements (including ESRS).
Monitors implementation and performance
of indicators across environmental, social
and governance areas.
Oversees business conduct from a
sustainability and ethical perspective,
including human rights, workforce practices,
environmental responsibility and
stakeholder engagement. Ensures that ESG
considerations are integrated into decision-
making and that related risks and impacts
are properly identified, managed and
disclosed.
Chief Executive
Officer (CEO)
Leads the Executive Management Team and
is responsible for executing the strategy
approved by the Board, in line with
fiduciary duties under Cyprus Companies
Law (Cap. 113). Ensures alignment between
strategic objectives, operational execution
and risk management.
Promotes a culture of integrity and ethical
conduct across the Group. Ensures that
material risks, including compliance and
conduct risks, are integrated into business
planning and decision-making. Reports
regularly to the Board on governance, risk
and compliance matters.
Chief Financial
Officer (CFO)
Responsible for financial management,
reporting accuracy and internal financial
controls, in accordance with BVB Code
Section B and applicable financial reporting
standards. Oversees budgeting, financial
planning and risk control mechanisms.
Ensures financial integrity, transparency and
compliance with anti-fraud and anti-
corruption requirements. Supports the
implementation of internal control systems
and contributes to identifying and managing
financial and compliance risks. Provides
relevant disclosures to the Board and Audit
Committee.
Executive
Management Team
(led by the CEO)
Responsible for the day-to-day management
of the Company, as delegated by the Board
under Cap. 113. Implements approved
strategy, manages operations across
jurisdictions (Moldova, Romania and
Bulgaria) and ensures compliance with
internal policies and applicable legislation.
Identifies, assesses and manages operational
and strategic risks.
Embeds business conduct principles into
operational processes. Ensures compliance
with internal regulations and ethical
standards across all entities. Oversees
employee training, monitors operational
risks, compliance indicators and ensures
consistent application of governance
principles in daily activities.
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Board Composition and Independence
The Board comprises a balanced mix of executive and non-executive members, including independent non-executive
directors. In accordance with the BVB Corporate Governance Code, independent members are assessed against independence
criteria and provide formal declarations at the time of appointment. Independent directors contribute to objective judgement,
particularly within Board Committees.
In line with governance requirements and internal policies (including the Conflict-of-Interest Policy and Board-level
regulations), the Board periodically reviews potential conflicts of interest and assesses directors’ external commitments. Th is
ensures that members can dedicate sufficient time to their duties and exercise independent and informed judgement.
Skills, Diversity & Evaluation
The composition of the Board reflects a combination of competences relevant to the Group’s operations and governance
needs, including financial expertise, legal and regulatory knowledge, strategic management, ESG oversight, and sector-
specific experience across the Group’s core markets (Moldova, Romania and Bulgaria).
The Board’s collective expertise has been further strengthened in 2025 through the inclusion of additional competences in
areas such as engineering, quantitative analysis and specialised legal expertise, supporting more robust oversight in a changing
business environment.
Diversity of professional background, experience and gender is considered in the Board composition process, contributing to
balanced decision-making and broader perspectives in strategic discussions.
With the support of the Nomination and Remuneration Committee, the Board performs periodic evaluations of its structure,
composition and effectiveness. These assessments are aimed at identifying potential gaps in expertise and supporting
continuous development, in line with BVB Corporate Governance expectations.
Information Flows and Reporting Frequency
Purcari Wineries Group maintains structured information flows between administrative, management and supervisory bodies,
ensuring that business conduct, risk and compliance matters are regularly monitored and integrated into decision-making
processes.
• Quarterly Reporting: the Board of Directors and the Audit Committee receive regular reports from the Executive
Management Team and Internal Audit function, covering internal controls, compliance matters, and operational
risks, including those related to workforce, ethics and regulatory compliance. Such a reporting structure supports
BVB’s Corporate Governance requirements where the Board’s internal regulations define directors’ fiduciary
responsibilities and ensure they act with full access to relevant information.
• Audit Committee Oversight: the Audit Committee, composed on non-executive members, meets regularly to
review internal control systems, audit findings and compliance-related matters. The Committee reports its
conclusions and recommendations to the Board, supporting oversight of business conduct and risk management.
• Executive Management monitoring: the Executive Management Team (including the CEO and CFO) meets
regularly to monitor operational performance and compliance with internal policies, including those related to
workforce management, health and safety, and internal regulations (for all operational jurisdictions – Moldova,
Romania and Bulgaria). These discussions support early identification and escalation of risks.
• Annual General Meeting (AGM): In accordance with Cap. 113, the Company holds an AGM at least once per
year and within an interval of 15 months. During the AGM, shareholders are presented with financial results and
as of 2026, also with the consolidated sustainability statement for the financial year 2025 (as part of the Annual
Report), governance-related information and relevant disclosures, supporting transparency and accountability
(consistent with BVB’ Code of Corporate Governance requirements.
• Statutory Filings and Recordkeeping: As mandated by Cypriot legislation, the Group submits its audited accounts
and directors’ reports within 42 days following the AGM. As of 2026, for the 2025 fiscal year, the Group will submit
a consolidated report, that will include the Sustainability Statement as well. The Company Secretary maintains
official minutes and statutory documentation in accordance with Cap. 113. All Board and committee proceedings
are formally documented and maintained in accordance with legal requirements and internal governance procedures,
ensuring traceability and accountability of decisions.
Compliance with Governance Principles
The governance framework of the Group is supported by internal regulations, including the Board’s Internal Regulation, and
other Group-level policies (e.g. remuneration, related party transactions, investor relations), which define roles,
responsibilities and decision-making processes.
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In line with the BVB Corporate Governance Code, the Board ensures that decisions are taken based on adequate, timely and
accurate information, and that appropriate internal control and risk management systems are in place.
Transparency is supported through periodic disclosure and structured communication with investors and stakeholders,
reinforcing accountability and market confidence.
Integration of Business Conduct into Decision-Making
Business conduct considerations are integrated into both strategic and operational decision-making processes across the
Group.
Significant business decisions, including investments, operational changes and contractual arrangements, are subject to
internal review processes that consider compliance with applicable legislation, internal policies and risk management
requirements. These processes are supported by the Executive Management Team and, where relevant, reviewed at Board or
committee level.
Monitoring & Training
The Group supports the implementation of business conduct principles through onboarding and continuous internal
communication, ensuring that employees are aware of applicable internal regulations and policies.
Training and awareness activities are coordinated primarily through the Human Resources function and relevant operational
departments, covering areas such as workplace conduct, health and safety, and internal procedures.
The Audit Committee and Executive Management monitor compliance with internal policies through internal controls, audit
findings and operational reporting, ensuring that identified issues are addressed in a timely manner.
Board Oversight & Accountability
In line with the BVB Corporate Governance Code, the Board plays a central role in promoting an ethical organisational
culture and ensuring that business conduct considerations are embedded into strategy, risk management and internal policies.
Independent and non-executive directors contribute to effective oversight by providing objective challenge to management
and supporting balanced decision-making.
The Board, supported by its committees, oversees the implementation of internal policies and ensures that governance
structures remain effective and aligned with regulatory expectations.
Stakeholder Engagement
The Group maintains transparent communication with its stakeholders, including shareholders, employees and business
partners, through formal reporting, disclosures and established communication channels, as required by BVB’s Code of
Corporate Governance an d Cyprus’ Companies Law (Cap. 113).
Relevant governance and business conduct matters are disclosed through periodic reports and regulatory filings, supporting
transparency and long-term trust.
Expertise of administrative, management and supervisory bodies on business conduct matters
Purcari Wineries Group ensures that both its Board of Directors and Executive Management Team possess the appropriate
expertise to oversee business conduct matters, including governance, ethics, compliance and risk management, in line with
the BVB Corporate Governance Code and the provisions of Cyprus Companies Law (Cap. 113).
G1.GOV-1.5 b:
Governance changes during the reporting period
During the reporting period, the Group underwent important governance changes that impact the composition of both the Board
of Directors and the Executive Management Team.
Following the Extraordinary General Shareholders’ Meeting (EGSM) held on 15 December 2025, changes in the composition
of the Board of Directors were approved, as follows:
- Pursuant to Regulation 104(c) of the Company’s Articles of Association, the resignations of Mr. Vasile Tofan, Mr.
Neil McGregor, and Ms. Ana-Maria Mihaescu were formally accepted;
- With a majority of 99.9362% of votes cast, Mr. Krzysztof Grabowski, Ms. Marta Pawinska, and Mr. Alin Visan were
elected as Non-Executive, Non-Independent Directors of the Company.
In addition, on 16 December 2025, the former Chief Executive Officer Mr. Alexandru Filip, stepped down from his executive
role. Subsequently, executive responsibilities were assumed by Mr. Victor Bostan, Founder of the Group and former Chief
Executive Officer, ensuring continuity of leadership and operational oversight.
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As a result, the disclosures presented below reflect the updated composition of the Board of Directors and the Executive
Management Team as at year-end, unless otherwise specified. Where relevant, references to prior roles have been retained for
contextual clarity.
Board of Directors
The Board includes a well‑balanced composition of executive and non‑executive members, including independent directors,
in line with the BVB Corporate Governance Code. Collectively, the Board demonstrates strong expertise across governance,
legal, financial, ESG and strategic domains, supporting effective oversight of business conduct matters.
Table 74. Business conduct expertise of the Board of Directors
Name
Position
Appointment Info
Relevant Expertise
Victor
Bostan
Founder.
Executive
Director
Since Listing
Founder of the Group with over 35 years of industry
experience. Provides strategic leadership and ensures the
integration of ethical business practices across
operations, including in complex and evolving markets.
Vasile
Tofan
Non-Executive
Director
Since Listing;
re-elected by the
AGM on 26 May
2023;
resigned on 15
December 2025
Holds an MBA from Harvard and a master’s in public
management from Erasmus University. With prior
strategic experience at Philips and Monitor Group, and
current senior role at Horizon Capital, he brought
significant expertise in governance, investment oversight,
and ethical strategy development in consumer-facing
industries.
Neil
Gordon
McGregor
Non-executive,
independent
Director
Since Listing;
re-elected by the
AGM on 22 May
2024;
resigned on 15
December 2025
A UK-qualified solicitor with extensive legal practice in
Romania and Bulgaria, and a background in corporate
law, ethics and commercial litigation. Vice-Chair for
Corporate Governance at the British Romanian Chamber
of Commerce. Founder of McGregor & Partners.
Provided expertise in regulatory compliance and ethical
conduct frameworks.
Alexandru
Filip
Executive
Director
Appointed by the
AGM on 22 May
2024;
resigned on 30
January 2026
Nearly two decades of experience in management
consulting at McKinsey & Company, where he also led
the Digital Technology practice for Central Europe.
Brought expertise in risk management, digital
governance and ethical leadership in complex
organisations.
Ana-Maria
Mihaescu
Non-executive,
Independent
Director
Appointed by the
AGM on 22 May
2024;
resigned on 15
December 2025
A certified INSEAD International Directors Program
graduate with over 25 years of experience in financial
governance. Serves on multiple Boards including as ESG
Committee Chair at MedLife and Audit Committee
Member at NEPI Rockcastle, bringing a strong ethical
and sustainability-focused governance perspective.
Raluca
Ioana Man
Non-executive,
independent
Director
Chair of the
Environmental,
Social and
Governance
Committee
(ESG)
Appointed by the
AGM on 26 May
2023
With over 15 years in international business consulting
and brand governance, she provides strategic expertise in
ethical branding, reputation management, and
stakeholder communication. Her roles in various
women’s leadership and governance networks furthe r
strengthen the Board’s social governance competences,
Paula
Catalina
Banu
Non-executive,
Independent
Director
Appointed by the
AGM on 26 May
2023
A qualified lawyer under the Cyprus Bar, with dual LLM
degrees focused on EU and international business law.
Her legal expertise spans corporate governance,
compliance, and regulatory frameworks, particularly
within the pharmaceutical and healthcare sectors.
Krzysztof
Grabowski
Chairperson of
the Board of
Directors
Non-executive,
Non-
Appointed by the
EGMS on 15
December 2025
Senior executive with over 30 years of experience in
FMCG across Central and Eastern Europe. A strategic
leader, actively involved in business development of the
Maspex operations across international borders. His
expertise and diligence are definitory for our business
expanding goals for our future progress.
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independent
Director
Marta
Pawinska
Chairperson of
the Audit
Committee
Non-executive,
Non-
independent
Director
Appointed by the
EGMS on 15
December 2025
A strategist with extensive experience in private equity
and consulting. Her expertise in due diligence, risk
assessment, governance and financial oversight, mergers,
acquisitions and operation transformation, will have a
significant impact in the Group’s development,
considering its new business context.
Alin Visan
Chairperson of
the
Nominations
and
Remuneration
Committee
Non-executive,
Non-
independent
Director
Appointed by the
EGMS on 15
December 2025
Over 25 years of experience in legal and compliance
within FMCG. Provides strong expertise in corporate
governance, regulatory compliance and remuneration
structures aligned with ethical practices.
In line with the principles of the Bucharest Stock Exchange Corporate Governance Code (2025) (hereinafter “the Code”) and
independence declarations, the composition and functioning of the Board are structured to ensure objective judgement,
transparency and effective oversight. Independent non-executive directors are assessed against the independence criteria set
out in the Code, and declarations are provided in line with applicable governance requirements. Directors are appointed based
on professional competence, experience and their ability to exercise independent and informed judgement in fulfilling their
fiduciary duties under Cyprus Companies Law (Cap. 113).
Consistent with the Code’s provisions on Board effectiveness and accountability, the Board periodically evaluates its
composition, performance and the adequacy of its collective expertise. These assessments aim to ensure that the Board
maintains the competences required to oversee strategy, risk management, internal controls and compliance, and to identify
any areas where additional expertise may be required.
Newly appointed directors receive induction and onboarding designed to familiarise them with the Company’s governance
framework, internal regulation and applicable legal obligations under Cap. 113. The Board is regularly informed by
management, internal audit and relevant control functions on matters relating to internal controls, compliance processes and
risk management, enabling directors to exercise their oversight responsibilities on the basis of adequate and timely
information.
Executive Management Team
The Executive Management Team (EMT) is responsible for the operational implementation of the strategy approved by the
Board of Directors and for embedding business conduct principles into the Group’s day-to-day activities across Moldova,
Romania and Bulgaria.
The EMT ensures alignment with the Group’s internal regulations, governance framework, workforce policies and
management procedures. The team provides the operational backbone for implementing ethical standards, internal controls,
and compliance mechanisms across all subsidiaries.
The team relevant expertise is presented in the table below:
Table 25. Business conduct expertise of the Executive Management Team
Name
Position
Relevant Expertise
Victor
Bostan
Chief Executive
Officer (CEO)
–
as of 16 December
2025
Founder and CEO since inception. Over 35 years of leadership experience in the
wine industry, with strong expertise in corporate governance, ethical business
practices and integration of compliance principles into strategic and operational
decision-making.
Alexandru
Filip
Former Chief
Executive Officer
Joined in 2024; Nearly 20 years of experience in finance and management
consulting (McKinsey & Company), with expertise in risk management,
corporate governance, ethical leadership and digital transformation oversight.
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Anatolie
Belibov
Chief Financial
Officer (CFO)
Joined in 2024; Over 17 years of experience in financial governance, internal
controls, compliance and financial reporting integrity (KPMG, Nestlé,
AkzoNobel), with a strong focus on transparency and regulatory compliance.
Bogdan
Bayer
Chief Sales Officer
Joined in 2024; Over 10 years of international FMCG experience, with expertise
in responsible commercial practices, ethical sales conduct, customer relationship
management and compliance with market regulations.
Anton
Fortunatov
Chief Information
Officer
Joined in 2024; Over 20 years of experience in IT and digital transformation,
with expertise in digital governance, data protection, cybersecurity, IT
compliance and management of digital risks.
Stefan
Catrina
Strategy and
Transformation
Director
Joined in 2024; Experience in strategic transformation and organisational
governance, with focus on integration of risk management, compliance
frameworks and sustainability considerations into business planning.
Alexandra
Chirica
Chief Marketing
Officer
Joined in 2025; Over 20 years of international marketing experience, with
expertise in responsible marketing practices, consumer protection, brand
governance and compliance with advertising standards.
Nicolae
Chiosa
Chief Production
Officer
15+ years of long-standing operational leadership within the Group, with
expertise in quality assurance, regulatory compliance, occupational health and
safety and adherence to production standards.
Gheorghe
Arpentin
Director of
Development,
Research &
Innovation
Over 40 years of expertise in viticulture and oenology, with focus on sustainable
agricultural practices, environmental stewardship and compliance with industry
and environmental standards.
Eugeniu
Baltag
Investor Relations
Director
Finance and controlling background, ACCA member, with expertise in
corporate transparency, market disclosure requirements, investor communication
and capital market compliance.
Mihaela
Rusu
Supply Chain
Director
Over 20 years of supply chain management experience, with expertise in
responsible sourcing, supplier governance, procurement compliance and
operational risk management.
Oxana
Lavuschina
Human Resources
Director
Over 20 years of HR and organisational development experience, with expertise
in labour law compliance, ethical workplace practices, employee relations and
development of organisational culture.
11.2. Business Conduct Impacts, Risks and Opportunities
G1-1– Business conduct policies and corporate culture
G1-1.7:
Purcari Wineries Group has adopted a set of governance documents, internal regulations and operational policies that guide
ethical behaviour, responsible decision-making and compliance across the Group. These policies support the management of
material impacts, risks and opportunities related to business and workforce conduct, financial integrity and the appropriate use
of information systems.
These governance documents and internal regulations are aligned with the legal frameworks applicable in the jurisdictions
where the Group operates, including Romania’s Law No. 31/1990 on Commercial Companies, Moldova’s Law on Companies
No. 113/2016, and Bulgaria’s Commercial Act (Promulgated SG No. 16/1991, last amended SG No. 63/2023). The Group’s
internal regulations apply primarily to employees and management, while certain governance principles and contractual
procedures also guide interactions with business partners and other stakeholders, reinforcing ethical business conduct as a core
element of the Group’s corporate culture.
The Group’s policies are structured across several key areas of governance and operational conduct as outlined below:
Governance Framework – Group level
• Internal Regulation of the Board of Directors
• Memorandum and Articles of Association
• Board of Directors Evaluation Policy
• Related Parties’ Transactions Policy
• Remuneration Policy
• Investor Relations Policy
• Forecasting Policy (financial)
Human Resources & Employee Conduct (as referenced in S1 – 1.19):
• Internal Regulation
• Policy of Recruitment and Selection of Employees
• Policy of Employee Benefits across the Group
• Policy on Learning and Development
• Policy on Fleet Safety (relevant for operational workforce)
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• Security and Video Monitoring Policy
• Internship Programme Regulation
• Grievance Mechanism Procedures
• Conflict of Interest Policy and Declaration
IT & Digital Conduct
• End-User Computing – Policy for all end-user computing devices and mobile telephony (takes precedence).
Business Ethics, Financial Integrity and Commercial Conduct
• Contract Management Policy
• Contract approval procedures (for IM “Vinaria Purcari” SRL and IM “Vinaria Bostavan” SRL)
To provide transparency on how these policies contribute to the management of the Group’s material impacts, risks and
opportunities related to business conduct and corporate culture, the policies above are further described in accordance with the
requirements of ESRS 2 – MDR-P.
• Governance Framework: Internal Regulation of the Board of Directors
ESRS 2 – MDR-P: Description of key contents of policy
The Internal Regulation of the Board of Directors established the operating framework for the Board of Purcari
Wineries Public Company Limited, defining the composition, roles, responsibilities and procedures governing
Board activities. The regulation sets rules regarding Board composition, independence criteria, meeting procedures,
decision-making processes, conflict-of interest management, confidentiality obligations and the functioning of
Board committees. It also includes the Director’s Charter and Code applicable to directors and senior officers,
outlining expectations regarding ethical behaviour, loyalty, independence of judgement and compliance with insider
trading rules.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The regulation applies to all members of the Board of Directors as well as any individuals who permanently or
occasionally participate in Board meetings or Board committee meetings.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Chairman of the Board of Directors oversees the proper functioning of the Board and ensures that directors
receive the information required to perform their duties. The Board Secretary supports implementation by ensuring
the effective functioning of Board processes and maintaining official records of Board deliberations.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The regulation supplements applicable legal and regulatory provisions and operates alongside the Company’s
Articles of Association. It incorporates governance principles aligned with capital market regulations, including
insider trading restrictions, disclosure obligations and fiduciary responsibilities of directors.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The regulation reflects the interests of shareholders and investors by ensuring transparent governance, independence
of Board oversight and responsible decision-making in the Company’s best interests.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Internal Regulation is distributed to all Board members and relevant participants in Board meetings. The
regulation forms part of the Company’s internal governance framework and is available to directors and relevant
internal stakeholders as part of th e Group’s governance documentation – on the Group’s Corporate site at: Policies
- Purcari Wineries.
• Governance Framework: Memorandum and Articles of Association
ESRS 2 – MDR-P: Description of key contents of policy
The Memorandum and Articles of Association establish the constitutional framework governing Purcari Wineries
Public Company Limited. The document defines the Company’s legal identity, corporate objectives, share capital
structure, shareholder rights, and the powers and responsibilities of the Board of Directors. It also sets out procedures
for shareholder meetings, appointment and removal of directors, decision-making processes, dividend distribution,
and other corporate governance matters necessary for the orderly administration of the Company. The Articles further
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regulate how directors exercise their fiduciary duties and how corporate decisions are adopted in accordance with
applicable legislation.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The Memorandum and Articles of Association apply to the Company, and its shareholders, the Board of Directors,
and officers of the Company. They govern the overall corporate structure and decision-making processes of the
Group’s parent entity and form the legal foundation of its governance framework.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Board of Directors is responsible for ensuring that the Company operates in accordance with the Memorandum
and Articles of Association. The Company Secretary supports implementation by maintaining statutory records,
ensuring compliance with corporate procedures, and facilitating shareholder meetings and regulatory filings.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The Memorandum and Articles of Association are adopted in accordance with the Cyprus Companies Law (Cap.
113) and define the governance structure under which the Company operates as a public company limited by shares.
They also support compliance with capital market governance practices applicable to listed companies.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The document safeguards the rights of shareholders and ensures transparent governance processes by defining
decision-making procedures, voting rights, and accountability mechanisms for directors.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Memorandum and Articles of Association are maintained as part of the Company’s statutory documentation
and are available through the Company’s legal records and corporate filings, as well as on the Group’s Corporate
site at: Policies - Purcari Wineries.
• Governance Framework: Board of Directors Evaluation Policy
ESRS 2 – MDR-P: Description of key contents of policy
The Board Evaluation Policy establishes the framework through which the Board of Directors assesses its
effectiveness, performance and governance practices. In accordance with the Bucharest Stock Exchange Corporate
Governance Code, the Board conducts an annual self-evaluation covering both the overall functioning of the Board
and the performance of its committees. The evaluation process includes structured feedback from each director
regarding the Board’s effectiveness, areas of improvement and the performance of the Chairman, which is assessed
separately in a session conducted without the Chairman present. Where considered necessary, the Board may appoint
an independent external advisor to conduct a more comprehensive evaluation. The results of the evaluation process,
including key conclusions and improvement actions, are disclosed within the Company’s corporate governance
reporting.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to the Board of Directors and its specialized committees, including the Audit Committee,
Nomination and Remuneration Committee, and ESG Committee.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Chairman of the Board is responsible for leading the Board evaluation process and ensuring that all directors
contribute to the assessment. The Board collectively reviews the results of the evaluation and determines any follow-
up actions aimed at strengthening governance effectiveness.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy was developed in line with the principles of the Bucharest Stock Exchange Corporate Governance Code,
which requires listed companies to periodically assess the performance and effectiveness of their Board and
committees as part of good governance practices.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The evaluation process supports the interests of shareholders and investors by strengthening the Board’s ability to
exercise effective oversight, maintain accountability and ensure that governance structures remain aligned with the
Company’s long-term strategic objectives.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
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The Board Evaluation Policy forms part of the Company’s corporate governance framework. The Board made the
policy publicly available through the Investor Relations section of the Company’s website, while the outcomes of
the evaluation process are disclosed in the Company’s annual corporate governance statement.
• Governance Framework: Related Parties’ Transactions Policy
ESRS 2 – MDR-P: Description of key contents of policy
The Related Parties’ Transactions Policy establishes the framework for identifying, approving, and disclosing
transactions between the Company and related parties. The policy defines related party transactions as transfers of
resources, services, or obligations between the Company and a related party, in accordance with the definition
provided by International Accounting Standard (IAS) 24. It requires that such transactions be conducted on an arm’s
length basis and strictly in the interest of the Company and its shareholders. The policy also introduces requirements
for employees, executives, and Board members to disclose potential conflicts of interest when they or related entities
have a significant interest in a transaction. The Company maintains a register of related parties and ensures
transparency through disclosure and reporting of qualifying transactions to shareholders and relevant authorities.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to members of the Board of Directors, executive management, employees, and any other
individuals involved in negotiating, approving, or executing transactions of behalf of the Company.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Board of Directors has ultimate responsibility for approving significant related party transactions. Transactions
exceeding 5% of the Company’s net assets require Board approval based on the mandatory opinion of the Audit
Committee, ensuring an additional layer of oversight.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy was developed in accordance with the Bucharest Stock Exchange Corporate Governance Code, applicable
legislation governing related party transactions, and accounting standards including IAS 24.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy is designed to protect the interests of shareholders and investors by ensuring that related party transactions
are conducted transparently, fairly, and without undue influence or personal benefit.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Related Parties’ Transactions Policy is publicly available in the Investor Relations section of the Company’s
website, ensuring transparency for investors and other stakeholders.
• Governance Framework: Remuneration Policy
ESRS 2 – MDR-P: Description of key contents of policy
The Remuneration Policy establishes the principles and framework governing the compensation of members of the
Board of Directors and senior executives of the Company. The policy aims to ensure that remuneration structures
supporting long-term value creation, responsible business conduct, and alignment with shareholder interests.
Compensation structures combine fixed and variable components and may include performance-linked bonuses and
long-term incentive plans designed to align management interests with business performance of the Group. The policy
also promotes transparency, fairness, and non-discrimination in remuneration practices while ensuring
competitiveness in attracting and retaining qualified leadership.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to Non-Executive Directors, Executive Directors, and other individuals entrusted with
administrative, management and supervisory responsibilities within the Company.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The Board of Directors holds ultimate responsibility for approving remuneration structures and individual executive
compensation packages. The Nomination and Remuneration Committee (NR Committee) supports the Board by
preparing recommendations, reviewing compensation practices, and ensuring alignment with the Company’s strategy
and governance framework.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
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The policy is designed in accordance with applicable corporate governance requirements for listed companies,
including the Bucharest Stock Exchange Corporate Governance Code, the Articles of Association of the Company,
and applicable corporate governance standards.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy aims to balance the interests of shareholders, executives, and employees by linking remuneration to
financial performance and operational results. Performance assessments incorporate both quantitative indicators (such
as revenue, EBITDA, and profitability) and qualitative criteria including leadership, organisational development, and
strategic execution.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Nomination and Remuneration Committee periodically reviews the Remuneration Policy to ensure continued
alignment with governance standards, market practices, and the long-term strategy of the Company. Any significant
amendments to the policy are subject approval by the General Meeting of Shareholders, ensuring transparency and
shareholder oversight.
The Remuneration Policy is publicly available to investors and stakeholders through the Investor Relations section of
the Company’s website.
• Governance Framework: Investor Relations Policy
ESRS 2 – MDR-P: Description of key contents of policy
The Investor Relations Policy establishes the framework for transparent, consistent, and timely communication
between the Company and its shareholders, investors, analysts, and other stakeholders. The policy defines procedures
for the disclosure of financial and corporate information, the management of investor inquiries, and engagement with
the investment community. It ensures that material information regarding the Company’s performance, operations,
governance, and strategic objectives is communicated through official channels in a fair and transparent manner,
supporting informed investment decisions and maintaining market confidence.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to the Board of Directors, executive management, Investor Relations function, and all employees
involved in the preparation or dissemination of investor-related information.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
Overall oversight of the policy lies with the Board of Directors, while operational implementation is coordinated
through the Investor Relations function, which reports to the Chief Executive Officer. The Investor Relations
Department is responsible for monitoring corporate developments, coordinating disclosures, engaging with investors,
and ensuring compliance with applicable disclosure requirements.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy is aligned with the regulatory obligations applicable to listed companies, including the Bucharest Stock
Exchange (BVB) Corporate Governance Codem capital market legislation, and disclosure requirements under the
regulatory supervision of the Cyprus Securities and Exchange Commission (CySEC) and the Romanian capital
markets framework.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy aims to protect the interests of shareholders and the broader investment community by ensuring equal
access to relevant information, maintaining fair market disclosure practices, and facilitating effective engagement
between the Company and investors, analysts, and market intermediaries.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Investor Relations function continuously monitors the effectiveness of communication channels and investor
engagement activities. The policy and related practices may be updated periodically to reflect regulatory
developments, market expectations, and the Company’s evolving governance practices.
The policy is publicly available on the Company’s corporate website within the Investors section, ensuring accessible
and transparent communication with stakeholders.
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• Governance Framework: Forecasting Policy (financial)
ESRS 2 – MDR-P: Description of key contents of policy
The Forecasting Policy establishes the framework governing how the Company prepares, reviews, and communicates
financial projections and forward-looking information. The policy outlines the process for developing the annual
budget and forecasting financial performance based on internal operational inputs and external macroeconomic
assumptions. It also defines the principles for communicating financial guidance to investors, ensuring that any
publicly disclosed projections are communicated in a transparent and responsible manner. The policy clarifies that
detailed forecasts are primarily used for internal management purposes, while selected performance indicators may
be disclosed to the market through annual guidance and periodic investor communications.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to the Board of Directors, executive management, the financial department, and other business
units involved in the preparation of financial forecasts and internal budgeting processes.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The forecasting process is coordinated by the Chief Financial Officer (CFO) and the financial department, which
consolidate projections provided by operational units. The Board of Directors approves the annual budget and reviews
financial projections, while the Chief Executive Officer, in consultation with the CFO and other executives,
determines the disclosure of financial guidance to the market.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy supports transparent financial communication in accordance with the obligations applicable to listed
companies and aligns with good corporate governance practices for market disclosures and investor communication.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy aims to ensure that shareholders and investors receive consistent and reliable information regarding the
Company’s expected financial performance while recognizing the inherent uncertainty associated with forward-
looking statements.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
Financial forecasts and annual guidance are reviewed periodically based on operational developments, market
conditions, and updated business assumptions. Where appropriate, the Company may update its financial guidance
through quarterly investor communications.
The Forecasting Policy forms part of the Company’s internal governance framework and is made publicly available
through the Company’s corporate website and Investor Relations documentation.
• IT & Digital Conduct: End-User Computing - Policy for all end-user computing devices and mobile telephony
ESRS 2 – MDR-P: Description of key contents of policy
The End-User Computing Policy establishes rules for the responsible and secure use of corporate computing
equipment, including laptops, desktops, mobile phones, tablets and other digital devices provided by the Company.
The policy sets out acceptable use requirements, restrictions on prohibited activities, and obligations for protecting
corporate data and proprietary information. It also defines procedures related to device ownership, monitoring, remo te
management, and security safeguards, ensuring that all corporate devices are used primarily for business purposes and
that confidential information is protected from unauthorized access or disclosure.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to all employees, contractors, consultants, and other users of computing devices issued by Purcari
Wineries PCL and its subsidiaries, including any corporate laptops, desktop computers, tablets, mobile phones,
printers, external drivers, or other equipment used in connection with company operations. It applies to all corporate-
issued devices regardless of their location or operational use.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
Implementation of the policy is overseen by the Information technology (IT) function, under the leadership of the
Chief Information Officer (CIO). The IT department is responsible for managing corporate devices, implementing
security configurations, monitoring compliance with acceptable-use rules, and enforcing remote management and data
protection controls.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy supports compliance with applicable data protection, cybersecurity, and corporate governance regulations
governing the secure use of digital infrastructure and the protection of corporate information assets. Security measures
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implemented through the policy include device monitoring, remote management capabilities, encryption, password
protection requirements, and antivirus safeguards to ensure the integrity and confidentiality of corporate data.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy balances the interests of the Company, employees, and other stakeholders by establishing clear rules that
protect corporate information assets while enabling employees to use digital tools necessary to perform their duties
effectively. It also aims to protect the Company’s reputation, operational continuity, and compliance obligations by
preventing unauthorized access, misuse of corporate devices, or improper disclosure of sensitive information.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The policy is communicated to employees and relevant users through internal corporate communication channels and
forms part of the Company’s internal governance and IT management framework. Users of corporate devices
acknowledge and agree to comply with the policy upon receiving company-issued equipment, and the IT department
provides guidance and oversight to ensure consistent implementation across the Group.
• Business Ethics, Financial Integrity and Commercial Conduct: Contract Management Policy
ESRS 2 – MDR-P: Description of key contents of policy
The Contract Management Policy establishes the internal procedure for the preparation, review, approval, signing,
registration, and storage of contracts concluded by the Company. The policy defines the responsibilities of managers,
responsible employees, the legal department, and the office manager in the contract lifecycle. It requires that contracts
be negotiated with counterparties, reviewed by the legal department, and formally approved before signature. The
policy also sets approval thresholds depending on the estimated value of the contract and establishes a structured
authorization process involving managers, the CFO, COO or CEO depending on the financial exposure of the
agreement.
The policy further outlines the steps required for identifying counterparties, negotiating key contractual conditions
(including scope, execution terms, payment terms and duration), and ensuring proper documentation and archiving of
contracts within the Company’s records.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The policy applies to all contracts concluded by entities within Purcari Wineries Group, but primarily to IM “Vinaria
Bostavan” SRL and IM “Vinaria Purcari” SRL. It covers contracts related to procurement, services, marketing
activities, financial services, IT equipment, operational supplies and other commercial relationships with external
counterparties. The policy governs the full contract lifecycle from negotiation and legal review to approval, signing
and storage of contractual documentation.
These companies are the first within the Group to have implemented such formalised procedures. Their approach
serves as a reference model and practical template for the gradual extension and harmonisation of similar governance
practices across other subsidiaries within the Group, considering that the Group’s legal department oversees
contracting for all entities within the Group.
ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
Overall accountability for the implementation of the Contract Management Policy rests with the Chief Executive
Officer (CEO). Operational implementation is supported by the Legal Department, responsible managers initiating
contractual engagements, and senior executives such as the CFO and COO, who participate in the approval and signing
process depending on the contract value.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The policy reflects the Company’s commitment to responsible business conduct and financial integrity by ensuring
that contractual relationships are formalized, reviewed by legal professionals, and approved through defined internal
governance processes. The procedures established in the policy support compliance with applicable legal and
regulatory requirements governing commercial contracts and financial accountability.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
The policy considers the interests of key stakeholders including the Company, its shareholders, employees and
external business partners by ensuring that contractual relationships are established through transparent and controlled
processes. Legal review and internal approval procedures help mitigate financial, legal and operational risks,
protecting the Company from entering into contracts containing unfavourable or non-compliant provisions.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
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The policy is communicated internally to managers, responsible employees and support functions involved in
contracting activities, and is in open access on the Company’s SharePoint. It forms part of the Company’s internal
governance framework and guides employees responsible for negotiating, reviewing and approving contracts.
Implementation is supported through internal procedures requiring legal review, managerial approvals and centralized
storage of contractual documentation within the Company’s records management system.
• Business Ethics, Financial Integrity and Commercial Conduct: Contract approval procedures (for IM
“Vinaria Purcari” SRL and IM “Vinaria Bostavan” SRL)
ESRS 2 – MDR-P: Description of key contents of policy
The Contract Approval Procedures establish the internal framework governing the preparation, review, approval,
signing, registration and storage of contracts entered into by IM “Vinaria Purcari” SRL and IM “Vinaria Bostavan”
SRL.
These companies are the first within the Group to have implemented such formalised procedures. Their approach
serves as a reference model and practical template for the gradual extension and harmonisation of similar governance
practices across other subsidiaries within the Group.
The procedures ensure that all contractual commitments are reviewed by the relevant departments and approved
according to defined authority thresholds before being signed on behalf of the company.
Key elements of the procedures include:
• Contract preparation and negotiation
Contracts are initiated by the responsible manager or head of the department initiating the transaction. A
designated responsible employee prepares the draft contract and negotiates the key commercial conditions
with the counterparty.
• Legal review and compliance verification
Draft contracts are submitted to the Legal Department for legal verification and alignment with applicable
legislation and internal requirements.
• Multi-level internal approval
Contracts must obtain internal approvals through a coordination sheet (“Fișa de coordonare”), which records
the approval of relevant responsible persons before signature.
The approval process typically involves:
• the initiating department manager;
• the Legal Department;
• the Chief Financial Officer;
• the Chief Operating Officer (for higher-value contracts);
• the Chief Executive Officer for contracts falling within defined strategic or CAPEX categories.
Approval thresholds based on contract value:
The procedures define approval levels depending on the estimated value of the contract, ensuring proportional
oversight for larger commitments. For example, contracts above certain thresholds require approval by senior
management and executive leadership.
Contract signing and execution:
Once approvals are obtained, the contract is signed by authorized representatives designated under the approval
matrix.
Registration and record-keeping:
Signed contracts are registered and maintained by the Legal Department in a centralized contract register and
archived both electronically and in original form to ensure traceability and control.
ESRS 2 – MDR-P: Description of scope of policy or of its exclusions
The Contract Approval Procedures apply to all employees of IM “Vinaria Purcari” SRL and IM “Vinaria Bostavan”
SRL involved in initiating, negotiating, reviewing, approving, signing or managing contracts.
The procedures cover all commercial contracts and transactions concluded by the companies with external
counterparties, including procurement, services, sales, and partnership agreements.
Employment contracts and other documents governed by separate human resources procedures may be excluded
from the scope of these procedures where specific legal requirements apply.
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ESRS 2 – MDR-P: Description of most senior level in organisation accountable for implementation of policy
The overall accountability for the implementation of the Contract Approval Procedures lies with the Chief Executive
Officer of the respective entity.
Operational responsibility for implementation is shared among several functions, including:
• the Legal Department, responsible for legal verification, contract registration and record-keeping;
• the Chief Financial Officer, responsible for financial oversight of contractual commitments;
• the Chief Operating Officer/ Chief Executive Officer, where applicable, for operational oversight of
significant transactions;
• department managers, responsible for initiating and managing contractual relationships within their
functional areas.
ESRS 2 – MDR-P: Disclosure of third-party standards or initiatives respected through implementation of policy
The Contract Approval Procedures are implemented in compliance with:
• the civil and commercial legislation of the Republic of Moldova governing contractual relationships;
• applicable corporate governance and financial control practices;
• internal corporate policies governing financial management, legal compliance, and risk management
within the Purcari Group.
The procedures support the Group’s commitment to ethical business conduct, transparency and responsible financial
management.
ESRS 2 – MDR-P: Description of consideration given to interests of key stakeholders in setting policy
In establishing the Contract Approval Procedures, the company considers the interests of key stakeholders including:
• business partners and suppliers, through clear and transparent contracting processes;
• shareholders and investors, through strong financial oversight and risk control mechanisms;
• employees, by providing clear internal responsibilities and approval processes;
• regulatory authorities, by ensuring compliance with applicable legal and contractual requirements.
ESRS 2 – MDR-P: Explanation of how policy is made available to potentially affected stakeholders and those who
need to help implement it
The Contract Approval Procedures are communicated internally through the company’s internal documentation
system and are made available to all relevant employees involved in contracting activities.
Managers and employees responsible for initiating or managing contracts receive guidance on the procedures,
including the use of the coordination sheet and the internal approval process.
The Legal Department supports implementation by providing guidance on contract preparation, review and
registration requirements, ensuring consistent application of the procedures across the organization.
G1-1.9, AR 1:
Purcari Wineries Group fosters a corporate culture built on integrity, accountability, transparency, and responsible business
conduct. The Group’s corporate culture is established through its governance framework and a set of internal policies and
procedures that regulate ethical behavior, financial discipline and responsible decision-making across the organization.
The corporate culture is established through internal policies governing business ethics, financial integrity, operational control,
and responsible use of company resources. These include, among others, policies on contract management, contract approval
procedures, documentation of commercial and marketing activities, recording of commercial and marketing expenses, and
regulations governing the use of IT and communication resources by employees. Together, these policies define expected
standards of conduct, internal control mechanisms, and accountability across operational and administrative activities.
The Group develops and promotes its corporate culture through the consistent application of these internal procedures across
departments. Employees are required to follow structured approval and documentation processes when initiating contracts,
organizing promotional activities, managing marketing expenditures, or using company IT systems. These procedures ensure
that business activities are conducted transparently, properly documented and aligned with internal financial and governance
controls.
Corporate culture is further reinforced through leadership oversight and internal communication. Department heads and senior
management are responsible for ensuring that employees are informed about internal policies and comply with established
procedures. Internal regulations and company orders are communicated to employees through internal documentation systems
and management channels, and department managers are responsible for communicating policy requirements to their teams.
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The Group also promotes a culture of financial discipline and operational accountability through structured processes for
documenting commercial activities, approving contracts and monitoring commercial and marketing expenditures. These
mechanisms support transparent allocation of expenses, appropriate authorization levels and traceability of operational
decisions.
The effectiveness of the corporate culture is monitored through internal management oversight, financial and operational
controls, and compliance with internal policies and procedures. The Accounting Department and relevant management
functions monitor documentation and approval processes related to commercial, marketing, and contractual activities, while
senior management oversees the implementation of internal governance practices.
Through this framework of policies, internal controls and management oversight, Purcari Wineries Group promotes a corporate
culture that supports ethical business conduct, transparency in commercial activities and responsible management of company
resources.
G1-1.10a:
Purcari Wineries Group has an internal channel (yourvoice@purcari.wine) that allow employees to report concerns regarding
unlawful behavior or conduct inconsistent with internal policies and procedures. Concerns may be additionally reported throug h
internal management channels, including direct reporting to line managers, the Human Resources function, the Legal
Department, or senior management.
Reports may relate to breaches of internal regulations, misuse of company resources, irregularities in financial documentation,
or non-compliance with internal procedures governing contracts, commercial activities, or IT use.
Once reported, concerns are reviewed by the relevant management functions, including the Legal, Finance or Human Resources
departments, depending on the nature of the issue. Where necessary, internal investigations may be conducted to assess the
circumstances and determine appropriate corrective actions. These mechanisms primarily support reporting by internal
stakeholders, while concerns raised by external partners may also be addressed through established business communication
channels.
G1-1.10 b:
Purcari Wineries Group promotes ethical business conduct and financial transparency through internal governance policies and
operational procedures, including contract management rules, expense documentation procedures and internal financial
controls.
These internal rules establish standards of ethical behaviour, conflict-of-interest management, and responsible business conduct
across the Group’s operations. The framework is aligned with applicable national legislation in the jurisdictions where the
Group operates, including Law No. 78/2019 on Integrity in the Republic of Moldova, Law No. 78/2000 on preventing,
discovering and sanctioning corruption acts in Romania, as well as Bulgaria’s Anti-Corruption legislation and relevant
provisions of the Criminal Code.
The Group does not currently maintain a standalone anti-corruption or anti-bribery policy explicitly aligned with the United
Nations Convention against Corruption.
G1-1.10 b:
The Group is currently assessing the possibility of developing and implementing a dedicated anti-corruption and anti-bribery
policy aligned with the principles of the United Nations Convention against Corruption. If considered necessary, the Group wi ll
evaluate the appropriate scope and timing for the introduction of such a policy.
G1-1.10 c:
• Internal reporting channels:
Employees may report concerns through internal management channels, including line managers, Human Resources
or relevant management functions. Additionally, employees can address their concerns through
yourvoice@purcari.wine – which allows confidential communication of concerns.
Reports may be submitted in a confidential manner, and access to reported information is restricted to designated
personnel within the Human Resources function and, where relevant, management.
Employees are informed about internal procedures and reporting expectations through internal regulations,
onboarding processes, and internal communications.
• Protection against retaliation:
Purcari Wineries Group ensures that individuals who raise concerns are protected against retaliation and that reporting
mechanisms operate in accordance with applicable legislation in each jurisdiction where the Group operates.
In the Republic of Moldova, protections follow the Labour Code (Law No. 154/2003), which establishes safeguards
for employee rights and fair disciplinary procedures.
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In Romania, the Group applies Law No. 361/2022 on the protection of whistleblowers, which transposes Directive
(EU) 2019/1937, together with the provisions of the Labour Code (Law No. 53/2003).
In Bulgaria, protections are governed by the Law on Protection of Persons Reporting Information or Publicly
Disclosing Information on Breaches (SG No. 11/2023) and the Labour Code.
• Confidentiality and handling of reports:
Reports are handled confidentially and reviewed by the appropriate internal functions, typically the Human Resources
Department, with the involvement of the Legal or Compliance functions where necessary. Access to information
related to reported concerns is restricted to authorized personnel responsible for assessing the case, ensuring the
protection of the identity of the reporting person and other parties involved.
G1-1.10 d:
The Group currently addresses reporting of misconduct through internal procedures and management oversight. A standalone
whistleblower protection policy has not yet been formally adopted across the Group.
G1-1.10 d:
If considered necessary, the Group will evaluate the appropriate scope and timing for the introduction of such a policy. As a
timeline in this regard we consider the following two years.
G1-1.10 e:
Purcari Wineries Group undertakes to review all reported incidents concerning violations of business conduct in a prompt,
independent and objective manner. All reported concerns are examined in accordance with the Group’s internal regulations and
applicable national legislation in the jurisdictions where the Group operates. Investigations are conducted transparently,
confidentially and impartially, ensuring fair treatment of all parties involved.
In the Republic of Moldova, investigations follow the provisions of the Labour Code (Law No. 154/2003), including Articles
10 and 207–210, which regulate employee rights protection, internal disciplinary procedures and fair resolution of workplace
conflicts.
In Romania, disciplinary investigations are conducted in accordance with Law No. 53/2003 – the Labour Code (Articles 247–
252), which establishes procedures for disciplinary investigations and guarantees the rights of employees involved in such
processes. Additionally, Law No. 361/2022 on the protection of whistleblowers, transposing Directive (EU) 2019/1937,
provides the framework for handling reports of ethical or legal breaches.
In Bulgaria, investigations follow the provisions of the Labour Code and the Law on Protection of Persons Reporting
Information or Publicly Disclosing Information on Breaches (SG No. 11/2023), which establishes internal reporting channels
and safeguards against retaliation for individuals reporting misconduct.
Oversight of the review process rests with the Human Resources function at both Group and subsidiary level. The Human
Resources Department ensures that investigations are conducted on the basis of documented evidence and in accordance with
internal procedures and applicable legal requirements. Where necessary, the Group may involve the Legal Department or
external legal advisors to support the independence and objectivity of the investigation process.
To strengthen awareness of ethical behaviour and responsible conduct, the Group also provides employee training on business
conduct, labour protection, and workplace health and safety. These initiatives aim to ensure that employees understand
applicable internal rules and are able to identify and report potential misconduct.
G1-1.10 g:
Business conduct expectations are communicated to employees through onboarding processes, internal policies and operational
procedures.
G1-1.10 h:
The Group did not performed an evaluation of the functions that are most at risks in respect of corruption and bribery. However,
based on the Group’s operations operational structure, functions with higher exposure to potential corruption or bribery risk s
are expected to include:
• commercial and sales functions involved in customer and distributor relationships;
• procurement and supplier management functions;
• marketing and promotional activities involving external service providers.
These risks are mitigated through internal approval procedures, documentation requirements, financial controls and
management oversight.
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G1-2 – Management of relationships with suppliers
G1-2.14, AR 2 - AR 3:
Purcari Wineries Group recognises the importance of ensuring timely payments to its suppliers and service providers,
particularly small and medium-sized enterprises (SMEs) operating within its supply chain. Although the Group has not yet
adopted a standalone policy specifically dedicated to preventing late payments, payment practices are governed through
contractual agreements, internal financial control procedures, and accounting processes that support the timely execution of
payments.
Payment terms are defined within supplier contracts and are monitored through the Group’s internal contract management and
financial approval procedures. Invoices submitted by suppliers are registered, verified and processed by the Accounting
Department in accordance with internal procedures and established financial reporting processes, ensuring that contractual
payment obligations are honoured.
The Group’s payment practices are aligned with applicable national legislation governing commercial transactions and payment
discipline in the jurisdictions where the Group operates. This includes Directive 2011/7/EU on combating late payment in
commercial transactions, implemented in Romania through Law No. 72/2013 and reflected in equivalent legal frameworks in
the Republic of Moldova and Bulgaria.
Through these processes, Purcari Wineries Group seeks to maintain transparent and responsible financial relationships with it s
suppliers. The Group is committed to building long-term, ethical and mutually beneficial partnerships based on principles of
trust, quality and responsible business conduct.
While a comprehensive procurement policy, including sustainability-related supplier criteria, has not yet been formally adopted,
the Group is currently working to further develop internal procedures and protocols that will strengthen supplier selection,
onboarding and performance monitoring processes.
G1-2.15 a, AR 2 - AR 3:
Purcari Wineries Group maintains structured relationships with suppliers and service providers through formal contractual
arrangements and internal procedures governing procurement and commercial transactions. Supplier relationships are primarily
managed through the Group’s Contract Management Policy and contract approval procedures, which establish requirements
for contract preparation, legal verification, internal approval thresholds, and documentation of commercial engagements.
These procedures ensure that contractual relationships with suppliers are reviewed by the relevant operational, financial, an d
legal functions before approval and execution. The framework supports transparency, financial discipline, and compliance with
applicable legal and regulatory requirements across the Group’s operations.
Supply chain risks are addressed through internal review processes and operational controls applied during the contracting an d
procurement stages. Responsible managers and the Legal and Finance functions assess contractual terms, payment conditions,
and operational requirements to ensure that supplier engagements are consistent with the Group’s operational standards and
risk management practices.
The Group also maintains traceability and quality control procedures across its production and distribution processes,
particularly in relation to agricultural inputs, raw materials, packaging, and other operational supplies used in wine production.
These procedures support product integrity, compliance with food safety and certification requirements, and responsible
management of production inputs.
While a comprehensive supplier sustainability policy has not yet been formally adopted, Purcari Wineries Group recognises
the importance of responsible supply chain management and is working to further develop internal procedures that will integrate
environmental and social considerations into supplier selection, onboarding, and performance monitoring processes.
G1-2.15 b, AR 2 - AR 3:
Purcari Wineries Group selects suppliers and contractual partners primarily based on commercial and operational criteria,
including price competitiveness, product quality, reliability of supply, and the ability to meet the Group’s operational
requirements. Supplier selection is typically conducted through competitive procurement processes, including tenders and
commercial negotiations.
At present, the Group does not apply a formalized set of social or environmental criteria as a mandatory requirement in the
supplier selection process. However, suppliers are expected to comply with applicable legal and regulatory requirements in th e
areas where they operate, including those related to labor conditions, environmental protection, and product safety.
For suppliers involved in the production process, particularly those providing agricultural inputs, raw materials, packaging, or
production-related services, compliance with relevant certification standards, quality requirements, and traceability procedures
is required (e.g. ISO 22000, ISO 9001). These requirements contribute indirectly to responsible supply chain management by
ensuring product integrity, regulatory compliance, and adherence to food safety and quality standards.
While sustainability-related criteria are not yet formally embedded into supplier selection procedures, the Group recognizes the
importance of responsible supply chain management and is currently working to further develop internal procurement
procedures that may incorporate environmental and social considerations into supplier onboarding and evaluation processes.
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G1-3 – Prevention and detection of corruption and bribery
G1-3.18 a, AR 5 - AR 6:
Purcari Wineries Group applies a set of internal governance measures and operational controls that help reduce the risk of
corruption, bribery and other forms of improper conduct. These procedures are embedded within the Group’s Internal
Regulations, contract management procedures, financial approval processes, and internal accounting controls.
Prevention measures include the use of documented contract approval procedures, financial authorization thresholds, and
internal verification of commercial expenses and supplier payments. These mechanisms ensure that commercial engagements,
contractual relationships, and financial transactions are subject to review by the relevant operational, financial, and legal
functions before approval.
Detection and response mechanisms are supported through internal reporting channels and grievance mechanisms availabl e to
employees and relevant stakeholders. Reports concerning suspected misconduct may be submitted through internal
management channels or to the Human Resources Department. Where necessary, the Legal function may also be involved in
assessing the reported concern.
When allegations of misconduct arise, the Group reviews the matter through internal investigation procedures conducted in
accordance with internal regulations and applicable national legislation in the areas where the Group operates.
These include:
• Romania: Law No. 78/2000 on preventing, discovering and sanctioning corruption acts and the Labour Code (Law
No. 53/2003);
• Republic of Moldova: Law No. 78/2019 on integrity and anti-corruption and the Labour Code (Law No. 154/2003);
• Bulgaria: the Anti-Corruption legislation and relevant provisions of the Criminal Code, together with the Bulgarian
Labour Code (SG No. 56/1986).
These legal frameworks support the prevention, detection and fair investigation of potential misconduct within the Group’s
operations.
G1-3.18 b:
In practice, investigations are typically coordinated by the Human Resources Department, with the involvement of the Legal
functions if the case.
This structure helps ensure that the review process is carried out objectively and that potential conflicts of interest are avoided.
Where the nature of the case requires additional independence or expertise, external legal advisors may be consulted.
G1-3.18 c:
The outcomes of internal investigations are documented and communicated to the relevant levels of management depending on
the nature and severity of the case. Operational matters are typically addressed at management level, while more significant
cases may be escalated to senior management.
Where appropriate, information concerning significant compliance issues may also be reported through the Group’s internal
governance and reporting structures, ensuring that management bodies (including Board of Directors) are informed about
matters that could affect operational integrity or corporate governance.
G1-3.20:
The Group communicates its expectations regarding ethical business conduct and compliance through internal regulations,
employment documentation, onboarding procedures, and internal communications (including SharePoint of HRM
announcements).
Employees are informed about internal rules governing responsible conduct, reporting procedures, and compliance with legal
and regulatory requirements. Relevant procedures and internal policies are made available to employees through internal
documentation and internal communication channels.
These measures support awareness of ethical conduct requirements and help ensure that employees understand their
responsibilities in preventing and reporting potential misconduct.
In the case of external stakeholders, the Group abides to the local law, depending on the subsidiary.
G1-3.21a:.
Purcari Wineries Group does not currently operate a standalone anti-corruption training programme. However, elements related
to ethical conduct, internal regulations, labor protection requirements and workplace compliance are addressed through
onboarding processes and internal communications.
These activities aim to ensure that employees understand the Group’s internal rules, reporting mechanisms, and the legal
obligations applicable to business conduct in the jurisdictions where the Group operates.
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G1-3.21b, AR 4:
Given that the Group does not currently operate a dedicated anti-corruption training programme, a quantitative indicator for the
percentage of functions-at-risk covered by such training is not currently available.
G1-3.21 c:
Members of administrative, management and supervisory bodies do not currently participate in a formal anti-corruption training
programme specifically dedicated to bribery or corruption risks. However, senior management and governance bodies are
subject to internal governance rules, corporate policies and legal compliance requirements applicable to the Group’s operations.
G1.MDR-A 01-12:
At the reporting date, Purcari Wineries Group has not adopted a dedicated action plan or programme specifically aimed at
managing impacts, risks or opportunities related to corruption or bribery.
The Group currently manages potential risks related to improper conduct through its existing governance framework, internal
regulations, contract approval procedures, financial authorization controls, and internal investigation processes, as described in
the previous sections of this report.
As no specific action plan addressing corruption or bribery has been formally established, the disclosures required under ESR S
2 MDR-A paragraphs 68–69 regarding key actions, time horizons, progress monitoring, and allocation of financial resources
are not applicable for the reporting period.
Purcari Wineries Group continues to review its governance framework yearly and may further formalize additional compliance
procedures or action plans in the future as part of the ongoing development of its corporate governance and risk management
practices.
G1-4 – Incidents of corruption or bribery
G1-4.24a:
During the reporting period, no convictions for violations of anti-corruption or anti-bribery laws were recorded at the level of
Purcari Wineries Group.
This conclusion is based on:
• Internal review of legal and compliance information; and
• Analysis of the Group-level litigation portfolio covering all main operating entities.
• Analysis of the incidents reported during the period through the internal channel yourvoice@purcari.wine.
No cases identified within the reviewed litigation portfolio relate to allegations or convictions of corruption and bribery.
During the reporting period, the Group did not incur any fines or penalties related to violations of anti-corruption or anti-bribery
legislation.
Based on the review of active legal proceedings at Group level, the litigation portfolio primarily relates to:
• Commercial disputes (including debt recovery and insolvency);
• Intellectual property matters;
• Contractual and competition-related cases.
No proceedings related to corruption, bribery or other integrity-related offences involving the Group or its employees were
identified.
G1-6 – Payment practices
G1-6.33 a:
The Group does not maintain a formal monitoring mechanism to track the average number of days to pay invoices calculated
from the due date (overdue payments).
However, payment practices are managed through standard financial processes and contractual agreements with suppliers.
G1-6.33 b, AR 16 - AR 17:
Payment terms within Purcari Wineries Group are agreed on a case-by-case basis with each supplier and are not standardized
by supplier category. Based on current contractual arrangements, invoices are generally payable within a range depending on
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the nature of the goods or services provided, the supplier relationship, and applicable commercial negotiation conditions. This
approach reflects the operational specifics of the wine production sector and the diversity of suppliers across the Group's value
chain.
Regarding outstanding legal proceedings for late payments, no such cases were identified during the reporting period. The
litigation portfolio reviewed at Group level relates primarily to commercial and contractual matters, none of which concern
delayed payments to suppliers.
Purcari Wineries’ Entity specific IRO– Exports Process Development
MDR-P 65, AR 21:
Purcari Wineries Group considers export diversification and the development of efficient export processes an important elemen t
of its commercial strategy and long-term business resilience. The Group operates across a wide range of international markets
and seeks to maintain a balanced geographic distribution of export sales in order to reduce concentration risks and strengthen
the stability of its revenue streams.
Export activities are managed through the Group’s commercial planning procedures, sales management processes, and contract
management framework governing relationships with international distributors and partners. These processes support structured
engagement with export markets while ensuring compliance with applicable regulatory requirements, contractual obligations,
and product quality standards.
The Group’s commercial approach focuses on maintaining diversified distribution channels, strengthening relationships with
international partners, and ensuring consistent brand positioning across export markets.
MDR-A 68, AR 22:
To support export diversification and strengthen export capabilities, Purcari Wineries Group implements operational measures
through its Commercial and Sales functions. These actions include:
• monitoring the distribution of export sales across geographic markets;
• maintaining partnerships with international distributors and commercial partners;
• participating in international wine exhibitions and trade fairs to support brand visibility and market access;
• coordinating export logistics and sales planning processes across subsidiaries.
These activities form part of the Group’s ongoing commercial operations and are integrated into annual sales planning and
market development activities.
MDR-A 69, AR 23:
Export development activities are implemented within the Group’s existing commercial and marketing budgets. Financial
resources related to export expansion are primarily reflected in operational expenditure associated with commercial activitie s,
international marketing campaigns, and participation in trade fairs and promotional events.
These costs are recorded within the Group’s commercial and marketing expense categories and are reflected in the operating
expenses presented in the consolidated financial statements.
MDR-T 80,AR 24 - AR 26:
Export development activities are implemented within the Group’s existing commercial and marketing budgets. Financial
resources related to export expansion are primarily reflected in operational expenditure associated with commercial activitie s,
international marketing campaigns, and participation in trade fairs and promotional events.
These costs are recorded within the Group’s commercial and marketing expense categories and are reflected in the operating
expenses presented in the consolidated financial statements.
Formula:
HHI=Σ(si²)
Where si represents the share of each export market in total export sales.
Interpretation:
HHI value
Interpretation
< 0.10
Highly diversified exports
0.10 – 0.25
Moderate concentration
> 0.25
High concentration
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Based on internal export sales data, the Group recorded the following values:
Year
Export Diversification Index (HHI)
2024
0.231
2025
0.185
The decrease in the HHI index between 2024 and 2025 indicates a progressive diversification of export markets, reducing
reliance on a limited number of destinations and strengthening the resilience of the Group’s export portfolio.
The indicator is monitored annually using internal commercial and accounting data.
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Annex. IRO-2 – Disclosure Requirements in ESRS covered by the sustainability statement
ESRS Index
List of material Disclosure Requirements (DR)
Section within
the report
Page
ESRS 2 General Disclosures
BP-1 – General basis for preparation of sustainability statements
ESRS 2
32-33
BP-2 – Disclosures in relation to specific circumstances
ESRS 2
33-35
GOV-1 – The role of the administrative, management, and supervisory
bodies
ESRS 2, G1
35-36
GOV-2 – Information provided to, and sustainability matters addressed by
the undertaking’s administrative, management, and supervisory bodies
ESRS 2
37-38
GOV-3 – Integration of sustainability-related performance in incentive
schemes
ESRS 2, E1
38-39
GOV-4 – Statement on due diligence
ESRS 2
39
GOV-5 – Risk management and internal controls over sustainability
reporting
ESRS 2
39
SBM-1 – Strategy, business model, and value chain
ESRS 2
40-44
SBM-2 – Interests and views of stakeholders
ESRS 2, S4
44-46
SBM-3 – Material impacts, risks, and opportunities and their interaction
with strategy and business model
ESRS 2, E1, S1
46-51
IRO-1 - Description of the processes process to identify and assess material
impacts, risks and opportunities
ESRS 2, E3
51-57
IRO-2 – DRs in ESRS covered by the undertaking’s sustainability
statement
ESRS 2,
Annexes
57, 143
E1 Climate Change
E1-1 – Transition plan for climate change mitigation
E1
59-60
GOV-3 – Integration of sustainability-related performance in incentive
schemes
ESRS 2, E1
60
SBM-3 – Material impacts, risks and opportunities and their interaction
with strategy and business model
ESRS 2, E1
60-63
E1-2 – Policies related to climate change mitigation and adaptation
E1
63
E1-3 – Actions and resources in relation to climate change policies
E1
64-67
E1-4 – Targets related to climate change mitigation and adaptation
E1
67
E1-5 – Energy consumption and mix
E1
67-69
E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions
E1
69-74
E1-7 – GHG removals and GHG mitigation projects financed through
carbon credits
E1
74
E1-8 – Internal carbon pricing
E1
74
E1-9 – Anticipated financial effects from material physical and transition
risks and potential climate-related opportunities
E1
74
E3 Water and Marine Resources
IRO-1 – Description of the processes to identify and assess material water
and marine resources-related impacts, risks and opportunities
ESRS 2, E3
74-75
E3-1 – Policies related to water and marine resources
E3
76-77
E3-2 – Actions and resources related to water and marine resources
E3
77
E3-3 – Targets related to water and marine resources
E3
77-78
E3-4 – Water consumption
E3
78-79
E3-5 - Anticipated financial effects from material water and marine
resources-related risks and opportunities
E3
80
S1 Own Workforce
SBM-3 – Material impacts, risks and opportunities and their interaction
with strategy and business model
ESRS 2, E1, S1
85-87
S1-1 – Policies related to own workforce
S1
87-96
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S1-2 – Processes for engaging with own workforce and workers’
representatives about impacts
S1
96-98
S1-3 – Processes to remediate negative impacts and channels for own
workforce to raise concerns
S1
98-100
S1-4 – Taking action on material impacts on own workforce
S1
100-101
S1-5 – Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
S1
101-102
S1-6 – Characteristics of the undertaking’s employees
S1
102-103
S1-10 – Adequate wages
S1
103
S1-11 – Social protection
S1
104
S1-14 – Health and safety metrics
S1
104-105
S1-17 – Incidents, complaints and severe human rights impacts
S1
105-106
S4 Consumers and End Users
SBM-3 – Material impacts, risks and opportunities and their interaction
with strategy and business model
S4
108-109
S4-1 – Policies related to consumers and end-users
S4
110-113
S4-2 – Processes for engaging with consumers and end-users about impacts
S4
113-115
S4-3 – Processes to remediate negative impacts and channels for consumers
and end-users to raise concerns
S4
115-116
S4-4 – Taking action on material impacts on consumers and end-users
S4
116-120
S4-5 – Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
S4
120
G1 Business Conduct
GOV-1 – The role of the administrative, supervisory and management
bodies
G1
121-127
G1-1– Business conduct policies and corporate culture
G1
127-137
G1-2 – Management of relationships with suppliers
G1
138
G1-3 – Prevention and detection of corruption and bribery
G1
139
G1-4 - Incidents and detection of corruption and bribery
G1
140
G1-6 – Payment practices
G1
140-141
Entity specific – Exports Process Development
G1
141-142
List of data points that derive from other EU legislation
Related datapoint
SFDR
1
Pillar 3
2
Benchmark
Regulation
3
EU
Climate
Law
4
Page
ESRS 2 GOV-1 Board's gender diversity paragraph
21 (d)
x
x
35
ESRS 2 GOV-1 Percentage of board members who
are independent paragraph 21 (e)
x
35
ESRS 2 GOV-4 Statement on due diligence paragraph
30
x
39
ESRS 2 SBM-1 Involvement in activities related to
fossil fuel activities paragraph 40 (d) i
x
x
x
Not
applicable
ESRS 2 SBM-1 Involvement in activities related to
chemical production paragraph 40 (d) ii
x
x
Not
applicable
ESRS 2 SBM-1 Involvement in activities related to
controversial weapons paragraph 40 (d) iii
x
x
Not
applicable
ESRS 2 SBM-1 Involvement in activities related to
cultivation and production of tobacco paragraph 40
(d) iv
x
Not
applicable
ESRS E1-1 Transition plan to reach climate neutrality
by 2050 paragraph 14
x
59
ESRS E1-1 Undertakings excluded from Paris-
aligned Benchmarks paragraph 16 (g)
x
x
Not
applicable
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ESRS E1-4GHG emission reduction targets paragraph
34
x
x
x
Not
applicable
ESRS E1-5 Energy consumption and mix paragraph
37
x
67
ESRS E1-5 Energy consumption from fossil sources
disaggregated by sources (only high climate impact
sectors) paragraph 38
x
68
ESRS E1-5 Energy intensity associated with activities
in high climate impact sectors paragraphs 40 to 43
x
68
ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG
emissions paragraph 44
x
x
x
69
ESRS E1-6 Gross GHG emissions intensity
paragraphs 53 to 55
x
x
x
70
ESRS E1-7 GHG removals and carbon credits
paragraph 56
x
Not
applicable
ESRS E1-9 Exposure of the benchmark portfolio to
climate-related physical risks paragraph 66
x
Phased-in
ESRS E1-9 Disaggregation of monetary amounts by
acute and chronic physical risk paragraph 66 (a)
ESRS E1-9 Location of significant assets at material
physical risk paragraph 66 (c)
x
Phased-in
ESRS E1-9 Breakdown of the carrying value of its
real estate assets by energy-efficiency classes
paragraph 67 (c)
x
Phased-in
ESRS E1-9 Degree of exposure of the portfolio to
climate- related opportunities paragraph 69
x
Phased-in
ESRS E2-4 Amount of each pollutant listed in Annex
II of the E-PRTR Regulation (European Pollutant
Release and Transfer Register) emitted to air, water
and soil, paragraph 28
x
Not material
ESRS E3-1 Water and marine resources paragraph 9
x
75
ESRS E3-1 Dedicated policy paragraph 13
x
76
ESRS E3-1 Sustainable oceans and seas paragraph
14
x
Not material
ESRS E3-4 Total water recycled and reused
paragraph 28 (c)
x
78
ESRS E3-4 Total water consumption in m3 per net
revenue on own operations paragraph 29
x
78
ESRS 2- SBM 3 - E4 paragraph 16 (a) i
x
Phased-in
ESRS 2- SBM 3 - E4 paragraph 16 (b)
x
Phased-in
ESRS 2- SBM 3 - E4 paragraph 16 (c)
x
Phased-in
ESRS E4-2 Sustainable land / agriculture practices or
policies paragraph 24 (b)
x
Phased-in
ESRS E4-2 Sustainable oceans / seas practices or
policies paragraph 24 (c)
x
Not material
ESRS E4-2 Policies to address deforestation
paragraph 24 (d)
x
Not material
ESRS E5-5 Non-recycled waste paragraph 37 (d)
x
Not material
ESRS E5-5 Hazardous waste and radioactive waste
paragraph 39
x
Not material
ESRS 2- SBM3 - S1 Risk of incidents of forced
labour paragraph 14 (f)
x
Not material
ESRS 2- SBM3 - S1 Risk of incidents of child labour
paragraph 14 (g)
x
Not material
ESRS S1-1 Human rights policy commitments
paragraph 20
x
95
ESRS S1-1 Due diligence policies on issues
addressed by the fundamental International Labor
Organisation Conventions 1 to 8, paragraph 21
x
95
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ESRS S1-1 processes and measures for preventing
trafficking in human beings paragraph 22
x
Not material
ESRS S1-1 workplace accident prevention policy or
management system paragraph 23
x
98
ESRS S1-3 grievance/complaints handling
mechanisms paragraph 32 (c)
x
100
ESRS S1-14 Number of fatalities and number and
rate of work-related accidents paragraph 88 (b) and
(c)
x
x
106
ESRS S1-14 Number of days lost to injuries,
accidents, fatalities or illness paragraph 88 (e)
x
106
ESRS S1-16 Unadjusted gender pay gap paragraph 97
(a)
x
x
Not material
ESRS S1-16 Excessive CEO pay ratio paragraph 97
(b)
x
Not material
ESRS S1-17 Incidents of discrimination paragraph
103 (a)
x
107
ESRS S1-17 Non-respect of UNGPs on Business and
Human Rights and OECD Guidelines paragraph 104
(a)
x
x
108
ESRS 2- SBM3 – S2 Significant risk of child labour
or forced labour in the value chain paragraph 11 (b)
x
Not material
ESRS S2-1 Human rights policy commitments
paragraph 17
x
Not material
ESRS S2-1 Policies related to value chain workers
paragraph 18
x
Not material
ESRS S2-1Non-respect of UNGPs on Business and
Human Rights principles and OECD guidelines
paragraph 19
x
x
Not material
ESRS S2-1 Due diligence policies on issues
addressed by the fundamental International Labor
Organisation Conventions 1 to 8, paragraph 19
x
Not material
ESRS S2-4 Human rights issues and incidents
connected to its upstream and downstream value
chain paragraph 36
x
Not material
ESRS S3-1 Human rights policy commitments
paragraph 16
x
Not material
ESRS S3-1 non-respect of UNGPs on Business and
Human Rights, ILO principles or OECD guidelines
paragraph 17
x
x
Not material
ESRS S3-4 Human rights issues and incidents
paragraph 36
x
Not material
ESRS S4-1 Policies related to consumers and end-
users paragraph 16
x
112
ESRS S4-1 Non-respect of UNGPs on Business and
Human Rights and OECD guidelines paragraph 17
x
x
113
ESRS S4-4 Human rights issues and incidents
paragraph 35
x
119
ESRS G1-1 United Nations Convention against
Corruption paragraph 10 (b)
x
136
ESRS G1-1 Protection of whistle-blowers paragraph
10 (d)
x
137
ESRS G1-4 Fines for violation of anti-corruption and
anti-bribery laws paragraph 24 (a)
x
x
140
ESRS G1-4 Standards of anti-corruption and anti-
bribery paragraph 24 (b)
x
Not
applicable
as no
incidents
were
identified
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ANNEX 2
Table regarding the status of compliance with the provisions of the Bucharest Stock Exchange (BVB) Corporate
Governance Code
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
A: GOVERNING BODIES
A:
GOVERNING
BODIES
A.1. The Board
should ensure the
Company’s long-
term success and
sustainability for
the best interest of
the Company and
its shareholders
and taking into
account the
interests of other
stakeholders. The
Board should
clearly define and
disclose the full
scope of its roles
and
responsibilities.
A.1.,
1
The Board should have an
internal regulation that formalises
and clearly states its roles and
responsibilities. The articles of
association, Board’s internal
regulation and other internal
regulations should clearly
delineate the roles and
competencies among the Board,
general meeting of shareholders
(GMS) and executive
management.
√
The Board of Directors has an
Internal Regulation that formalises
its roles and responsibilities. The
Memorandum and Articles of
Association clearly delineate
competencies between the Board,
the GMS and executive
management.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Memorandum and Articles of
Association:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.1. The Board
should ensure the
Company’s long-
term success and
sustainability for
the best interest of
the Company and
its shareholders
and taking into
account the
interests of other
stakeholders. The
Board should
clearly define and
disclose the full
scope of its roles
and
responsibilities.
A.1.,
2
Board’s internal regulation
should include, among others, the
Board’s responsibilities as well
as fiduciary duties of directors to
act on a fully informed basis, in
good faith, with due diligence
and care, and in the best interest
of the Company, its shareholders
and taking into account the
interests of other stakeholders in
line with legal requirements.
√
The Board Internal Regulation
includes the Board's responsibilities
and the fiduciary duties of directors,
including the obligation to act in
good faith and with due diligence in
the best interest of the Company and
its shareholders.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.1. The Board
should ensure the
Company’s long-
term success and
sustainability for
the best interest of
the Company and
its shareholders
and taking into
account the
interests of other
stakeholders. The
Board should
clearly define and
disclose the full
scope of its roles
and
responsibilities.
A.1.,
3
To sustain the Company’s long-
term viability and success, the
Board should:
· Oversee the development and
approve the Company’s strategy
and ensure that it also integrates
sustainability aspects, including
environmental and social (E&S)
considerations and climate-
related risks and opportunities;
· Appoint and dismiss CEO and
other executives to whom
executive management
responsibilities were delegated
(called executive management )
and ensure their succession
planning;
· Oversee the management
performance, management role in
addressing material sustainability
risks and opportunities and align
the remuneration of executive
management with the long-term
√
The Board Internal Regulation
includes the Board's responsibilities
and fiduciary duties of directors,
including the obligation to act in
good faith and with due diligence in
the best interest of the Company and
its shareholders.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Purcari Wineries PCL | Management Report
148 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
interests and sustainability of the
Company, according to the
provisions of the Company’s
remuneration policy;
· Ensure there is a sound
framework for internal controls
and risk management;
· Ensure that the Company has in
place procedures to enable
effective communication with
shareholders and other
stakeholders.
A:
GOVERNING
BODIES
A.1. The Board
should ensure the
Company’s long-
term success and
sustainability for
the best interest of
the Company and
its shareholders
and taking into
account the
interests of other
stakeholders. The
Board should
clearly define and
disclose the full
scope of its roles
and
responsibilities.
A.1.,
4
Duration of appointment of
Board and executive
management should be set clearly
and should, to the extent
possible, foster stability and
predictability.
√
The duration of the mandates of
Board members and executive
management is established in the
Memorandum and Articles of
Association of the Company,
fostering stability and predictability.
Board composition and appointment
dates:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
1
The Board should have at least
five members.
√
As at the date of the report, the
Board of Directors comprises 6
members: Victor Bostan (Executive
Director), Krzysztof Grabowski
(Non-Executive Director, Non-
Independent), Marta Pawinska
(Non-Executive Director, Non-
Independent), Alin Vișan (Non-
Executive Director, Non-
Independent), Raluca Ioana Man
(Non-Executive Director,
Independent) and Paula Cătălina
Banu (Non-Executive Director,
Independent).
Board of Directors:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
2
The Board should have in place a
policy on Board and executive
management diversity and should
ensure that diversity
requirements in terms of gender,
age, experiences and skills are
incorporated in the Nomination
Policy.
√
The Board of Directors maintains a
balance of skills, experience, gender
diversity and knowledge. The
Nomination Policy is embedded in
the Board Internal Regulation. A
separate standalone diversity policy
has not been published on the
Company's website.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Board of Directors:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
149 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
3
The Board should develop a
Board profile which specifies the
desired characteristics and traits
of its members including factors
such as independence, diversity,
integrity, specific skills and
experience, industry knowledge,
ability and willingness to devote
adequate time and effort to Board
responsibilities in the context of
the needs of the Board and its
committees and their exercise of
the Board’s strategic and
oversight roles. The Board
profile can be part of the
Nomination Policy.
√
Selection criteria and the desired
Board profile are integrated within
the Board Internal Regulation,
including independence, diversity,
integrity, competencies and industry
experience. A standalone Board
profile document has not been
published on the Company's
website.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
4
The majority of the members of
the Board should be non-
executives. At least a third of the
Board members should be
independent. Each independent
member of the Board should
submit a declaration regarding
his/her independence at the time
of his/her nomination for election
or re-election as well as when
any change in his/her status
arises, as per the criteria of
independence defined in law and
in Appendix A to the Code.
√
As at 31 December 2025, the Board
had 7 members: 2 executive and 5
non-executive (non-executive
majority requirement met). Of the 5
non-executive members, at least 2
are independent, meeting the one-
third independence threshold.
Independent members submitted
independence declarations upon
appointment.
Board of Directors:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
5
The Nomination and
Remuneration Committee (or the
entire Board if there is no
Nomination and Remuneration
Committee) should assess
whether the directors can be
considered independent under the
factors taken into account, by
examining whether there are any
business or other personal
relationships that could
materially affect the
independence and objectivity of
the director and his/her ability to
act in the best interests of the
Company, its shareholders and
stakeholders.
√
The Nomination and Remuneration
Committee evaluates the
independence of Board members in
accordance with applicable legal
criteria and the BVB CGC
provisions. Independence
declarations are submitted upon
appointment and updated upon any
change of status.
Board of Directors and committee
composition:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
independence to
enable it to
effectively perform
its duties and
responsibilities.
A.2.,
6
The positions of Chairperson and
Chief Executive Officer (CEO)
are recommended to be held by
different individuals.
√
The positions of Chairperson of the
Board of Directors and Chief
Executive Officer are held by
different persons.
Board of Directors:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.2. The Board
should have an
appropriate
balance of skills,
experience, gender
diversity,
knowledge and
A.2.,
7
If the Chairperson and CEO
functions are performed by the
same person, it is recommended
that the Board appoints an
independent Vice-Chairperson.
Not applicable. The positions of
Board Chairperson and CEO are
held by different persons (see A.2.,
6).
Purcari Wineries PCL | Management Report
150 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
independence to
enable it to
effectively perform
its duties and
responsibilities.
A:
GOVERNING
BODIES
A.3. The Board
should ensure that
a formal, rigorous
and transparent
procedure is put
into place
regarding the
nomination of new
members to the
Board.
A.3.,
1
The Company should develop
and disclose a board nomination
policy (“Nomination Policy”)
that should define the processes
and procedures for the
nomination, election or
replacement of a director. The
Nomination Policy, approved by
the competent governance body,
shall describe how the Company
receives and evaluates
nominations from shareholders
(including minority shareholders)
or from members of the Board,
including in relation to the board
profile, independence and
diversity.
√
The nomination process for Board
members is governed by the Board
Internal Regulation, which describes
the nomination procedure,
evaluation criteria and the role of
the Nomination and Remuneration
Committee. A standalone
Nomination Policy has not been
published on the Company's
website.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.3. The Board
should ensure that
a formal, rigorous
and transparent
procedure is put
into place
regarding the
nomination of new
members to the
Board.
A.3.,
2
The Board, through its
Nomination and Remuneration
Committee, if established, should
monitor the nomination process
of candidates for the position of
Board member.
√
The Nomination and Remuneration
Committee monitors the nomination
process for Board member
candidates, in accordance with the
Board Internal Regulation.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Nomination and Remuneration
Committee:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.3. The Board
should ensure that
a formal, rigorous
and transparent
procedure is put
into place
regarding the
nomination of new
members to the
Board.
A.3.,
3
The Company should disclose to
shareholders information on the
experiences and CV of the
director candidates that they
require to make an informed
decision on the appointment or
reappointment of the directors
including the following:
· candidates’ professional
commitments and engagements,
including executive and non-
executive positions in companies,
public authorities, not-for-profit
bodies or other organisations;
· any existing or potential
conflicts of interest including
whether they have business,
family or other relationships that
could affect their performance as
directors on the Board;
· which shareholder or member
of the Board proposed each
candidate for the Board positions.
√
Shareholders are informed about the
experience, CVs and professional
commitments of Board member
candidates through materials made
available at the GMS. CVs and
independence information are
available on the Investors section.
Board of Directors (CVs and
independence information):
https://purcariwineries.com/investito
ri/
Shareholders' Meetings (GMS
materials):
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
151 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
1
The Board shall establish an
Audit Committee to enhance its
oversight capability over the
financial reporting, internal
control framework, internal and
external audit processes, and
compliance with applicable laws
and regulations. Where a separate
risk management committee is
not required by law or already
established, the Audit Committee
will also include oversight
responsibilities for the efficiency
of the risk management
framework.
√
The Board of Directors has
established an Audit Committee that
oversees financial reporting, internal
control framework, internal and
external audit and compliance. The
Audit Committee also includes risk
management framework monitoring
responsibilities.
Audit Committee:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
2
The Audit Committee is
recommended to be composed of
non-executive directors. The
majority of the Committee
members is recommended to be
independent, including the
Committee chairperson. The
Audit Committee, as a whole,
should have competencies
relevant to the Company’s area
of operations. The Committee
and its members should comply
with the applicable national and
European legislation.
√
The Audit Committee is composed
exclusively of non-executive Board
members. As at 31 December 2025,
members are: Marta Pawinska
(Chairperson, non-independent),
Paula Cătălina Banu (Member,
independent), Raluca Ioana Man
(Member, independent). Both
members are independent, meeting
the majority independence
requirement.
Audit Committee:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
3
The Boards of Premium Tier
companies should set up a
Nomination and Remuneration
Committee formed of non-
executive directors. The majority
of the Committee members is
recommended to be independent,
including the Committee
chairperson. The Board may also
establish a separate Nomination
Committee and a separate
Remuneration Committee if the
Board composition
accommodates it and if this is
justified given the Company’s
size and complexity of its
business and governance
structures.
√
Purcari Wineries is listed in the
Premium Category of the BVB
(included in the BET index). The
Board has established a Nomination
and Remuneration Committee
composed of non-executive
members. As at 31 December 2025,
the composition includes both
independent and non-independent
members.
Nomination and Remuneration
Committee:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
4
In addition to its specific
responsibilities as provided under
this Code, the Nomination and
Remuneration Committee
should:
i. Review and recommend to the
Board the size and composition
of the Board and lead the
development and ongoing review
of the Board profile;
ii. Identify individuals qualified
to become Board members and
members of the executive
management, if requested;
evaluate the candidates for
executive management roles;
evaluate the candidates proposed
by the shareholders or by Board
members for a director role and
√
The Nomination and Remuneration
Committee fulfils the main
responsibilities set out in A.4., 4:
reviewing Board composition,
identifying qualified candidates,
making remuneration
recommendations and coordinating
the annual Board evaluation. No
formal terms of reference have been
published that exhaustively detail all
responsibilities listed in A.4., 4.
Nomination and Remuneration
Committee:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
152 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
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tial
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Explanation (text and url link if
document is on website)
inform the GMS accordingly;
iii. Make recommendations to the
Board concerning committee
appointments (other than the
Nomination and Remuneration
Committee);
iv. Coordinate an annual
evaluation of the Board, directors
and committees in line with
provisions set out in Principle
A.5.;
v. Assist the Board in fulfilling
its responsibilities related to the
Company’s remuneration policy;
vi. Assist the Board in the
development of the succession
plans for executive management,
as well as the emergency
succession plans and CEO search
process, as required;
vii. Oversee the administration of
the Company’s compensation
and benefits plans.
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
5
The role and responsibilities of
Board committees should be
defined in separate internal
regulation (operating regulations)
and disclosed on the Company’s
website. If the Company chooses
not to establish any of the Board
committees not required by law,
the corresponding tasks and
responsibilities shall be done by
the Board and should be
adequately stated in the Board’s
internal regulation.
√
Information on the composition and
responsibilities of Board committees
(Audit Committee, Nomination and
Remuneration Committee, ESG
Committee) is available on the
Investors section of the website.
Formal terms of reference (charters)
have not been published as
standalone documents for each
committee.
Board Committees:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
6
The evaluation of independence
for the members of the
committees, including when the
members of the committees are
appointed by the GMS, shall be
carried out according to the same
procedure applicable to the
independent members of the
Board.
√
The independence of Board
committee members is assessed
under the same procedure applicable
to independent Board members, in
accordance with the independence
criteria set out in applicable
legislation and the BVB CGC.
Board of Directors:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.4. The Board
should establish
committees which
should assist the
Board in the
performance of its
key responsibilities,
dealing with
strategic challenges
and in managing
sensitive issues with
high potential for
conflicts of interest.
A.4.,
7
The chairpersons of the Audit
Committee and Nomination and
Remuneration Committee should
not be the Chairperson of the
Board or of any other committee,
unless this is justified by the size
of the Board.
√
The Chairpersons of the Audit
Committee and the Nomination and
Remuneration Committee are
different persons from the Board
Chairperson and from chairpersons
of other committees.
Board Committees:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
153 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
1
The Board Chairperson is
primarily responsible for
ensuring that the Board functions
properly. The Board’s internal
regulation should contain the role
and responsibilities of the Board
Chairperson and the Board
Chairperson, at a minimum,
should:
• Determine the agenda of the
Board meetings, chair such
meetings and ensure that minutes
are kept of such meetings;
• Ensure the Board receives
accurate, timely, useful, succinct
information to enable the Board
to make sound decisions;
• Ensure the Board has suffic ient
time for consultation and
decision-making;
• Enable the Committees to
function properly and that there
is effective communication with
Board committees, including
actionable, insightful reports of
committees back to the full
Board;
• Ensure the performance of the
Board is evaluated and discussed
at least once a year and disclosed
as per provision D.1.3;
• Ensure that the Board has
proper working relationship with
the executive management. The
CEO and the Chairman of the
Board (if positions are held by
different individuals) shall meet
regularly;
• Address and manage internal
disputes and conflicts of interest
concerning Board members.
√
The Board Internal Regulation
establishes the role and
responsibilities of the Board
Chairperson, including setting the
meeting agenda, chairing meetings,
ensuring timely and accurate
information flow to Board members,
enabling effective committee
functioning and ensuring the annual
performance evaluation of the
Board.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
2
The Board should meet as often
as necessary but not less than six
(6) times a year.
√
The Board of Directors meets as
often as necessary, but no less than
six times per year, in accordance
with the Board Internal Regulation.
In 2025, the Board met at least 6
times.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
A.5.,
3
The Board can request to
designate the Corporate Secretary
who should assist the Board in
complying with its obligations
under law, Board internal
regulation and other policies. The
Corporate Secretary should be a
senior officer in the Company
tasked with assisting the Board
and its committees in organising
√
The Company has designated a
Board Secretary (Mr. Eugeniu
Baltag) who assists the Board and
its committees in organising
activities, preparing meetings and
fulfilling legal obligations. The role
and responsibilities of the Secretary
are governed by the Board Internal
Regulation.
Board Internal Regulation:
Purcari Wineries PCL | Management Report
154 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
their activities, in preparing for
the meetings, annual Board and
committee performance
evaluation and director training
programs, if the case.
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
4
The Board should clearly define
the rights and responsibilities,
scope of authority and other
issues related to the Corporate
Secretary.
√
The rights and responsibilities of the
Board Secretary are defined in the
Board Internal Regulation of the
Company.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
5
The Board and its committees
should develop and approve an
annual internal work plan
identifying topics to address
during the year before the end of
the previous year. The plan
should take into account
decisions that need to be
proposed to the GMS, reporting
by management and internal
control functions, the required
frequency of Board and
Committee meetings, and should
be reviewed by the Chairperson,
assisted by the Corporate
Secretary.
√
The Board aligns its annual work
plan with the financial calendar,
which is publicly available on the
BVB platform.
Financial calendar (BVB):
https://m.bvb.ro/FinancialInstrument
s/Details/FinancialInstrumentsDetail
s.aspx?s=WINE
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
6
The Board should conduct an
annual evaluation of the
composition, activity and
dynamics of the Board and its
committees, individually and as a
whole, and which should be
coordinated by the Nomination
and the Remuneration
Committee.
√
The annual evaluation of the Board,
individual members and committees
is carried out annually, coordinated
by the Nomination and
Remuneration Committee. The
results of the evaluation are not
published on the Company's
website.
Board of Directors:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
A.5.,
7
The Nomination and
Remuneration Committee should
share the results of the Board
evaluation with the whole Board
and should then set follow up
actions, if any, including
professional development and
training plans for the Board to fill
gaps.
√
The Nomination and Remuneration
Committee shares the results of the
annual Board evaluation with the
full Board and establishes follow-up
actions where necessary, including
professional development plans for
Board members.
Nomination and Remuneration
Committee:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
155 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
deliver their
responsibilities.
A:
GOVERNING
BODIES
A.5. The Board
should set up
robust Board
operating
procedures as well
as Board
evaluation and
continuous
development
mechanisms to
improve directors’
skills and their
ability to effectively
deliver their
responsibilities.
A.5.,
8
The Board’s internal regulation
should require Company
orientation (induction)
programmes for newly appointed
directors, ensured by internal
staff of the Company. The
Board’s internal regulation can
also include references for
ongoing director education
program, if needed. The
implementation of any
orientation and ongoing trainings
programmes for directors (as per
the Board decision) is made
under the oversight of the
Nomination and Remuneration
Committee, with the support of
the Corporate Secretary. Based
on the results of the annual board
evaluation, the Nomination and
Remuneration Committee jointly
with the Board Chairperson shall
develop professional
development programmes
focusing on the areas where
capacity should be built among
Board members.
√
The Board Internal Regulation
provides for induction programmes
for newly appointed members and
continuing training programmes,
implemented under the supervision
of the Nomination and
Remuneration Committee.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-
to-day management
of the Company.
The Board should
ensure that the
executive
management is
capable of
effectively running
the Company and
that its
composition,
competence, roles
and management
incentives support
the successful
implementation of
Company’s
strategy and plans.
A.6.,
1
Executive management should
run the Company and be
accountable to the Board.
Division of responsibilities
between the Board and the
executive management and
between different members of the
executive management should be
clearly articulated in the
Company’s by-laws and the
internal regulations of the
Company.
√
Executive management manages the
day-to-day operations of the
Company and is accountable to the
Board of Directors. The allocation
of responsibilities between the
Board and executive management is
governed by the Memorandum and
Articles of Association and the
Board Internal Regulation.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Memorandum and Articles:
https://purcariwineries.com/investito
ri/
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-
to-day management
of the Company.
The Board should
ensure that the
executive
management is
capable of
effectively running
the Company and
that its
composition,
A.6.,
2
When Board Chairperson and
CEO roles are exercised by one
individual, the different
responsibilities of the Board
Chairperson and CEO should be
clearly defined and distinguished
in the Company by-laws.
Not applicable. The positions of
Board Chairperson and CEO are
held by different persons (see A.2.,
6).
Purcari Wineries PCL | Management Report
156 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
competence, roles
and management
incentives support
the successful
implementation of
Company’s
strategy and plans.
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-
to-day management
of the Company.
The Board should
ensure that the
executive
management is
capable of
effectively running
the Company and
that its
composition,
competence, roles
and management
incentives support
the successful
implementation of
Company’s
strategy and plans.
A.6.,
3
The Board should ensure that the
executive management is
comprised of persons with
adequate knowledge, skills,
diversity and experience to
support successful Company
performance and that there are
measures in place to provide for
the orderly succession of
executive management.
√
The Board of Directors ensures that
the executive management team has
the knowledge, skills and
experience required to support the
Company's success. Succession
planning is part of the
responsibilities of the Nomination
and Remuneration Committee.
Executive team:
https://purcariwineries.com/investito
ri/
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-
to-day management
of the Company.
The Board should
ensure that the
executive
management is
capable of
effectively running
the Company and
that its
composition,
competence, roles
and management
incentives support
the successful
implementation of
Company’s
strategy and plans.
A.6.,
4
The Board, with the support of the
Nomination and Remuneration
Committee, should annually
evaluate executive management’s
performance, the effectiveness of
its cooperation with the Board,
including the information
provided to the Board.
√
The Board of Directors, supported
by the Nomination and
Remuneration Committee, conducts
an annual evaluation of executive
management performance, the
effectiveness of its cooperation with
the Board and the adequacy of
information provided to the Board,
in accordance with the Board
Internal Regulation.
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
B: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
B.1.,
1
The Board determines the nature
and extent of the risks the
Company is willing to take
necessary for the achievement of
Company’s strategic objectives
(i.e., the Company’s risk
appetite) and should ensure there
are clear structures, policies and
procedures in place that identify,
evaluate, report, manage and
monitor significant and emerging
risks, including risks related to
sustainability, cybersecurity and
the use of digital technologies.
The Board should explain in the
√
The Board of Directors establishes
the Company's risk appetite and
oversees the risk management
framework, including sustainability,
cybersecurity and E&S risks.
Information on the main risks and
management mechanisms is
included in the 2025 Annual Report.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
Investors section:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
157 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
social impact of its
activities.
annual report the mechanisms
and processes in place to identify
and manage risks.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
social impact of its
activities.
B.1.,
2
The Board should adopt a formal
risk management policy, to
ensure accurate, complete and
timely identification,
measurement and reporting of
risks, adequate and feasible risk
control measures as well as
integration of an E&S risks into
the risk management framework
in support of the Company’s
strategy implementation.
√
The Company has not adopted and
published a formal standalone risk
management policy approved by the
Board. Risk management aspects
are addressed within the Annual
Report and internal practices, but no
formal policy document has been
published on the Company's
website.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
social impact of its
activities.
B.1.,
3
The Board and Audit Committee
should understand emerging
information technology and
artificial intelligence-related
changes so to mitigate
cybersecurity risks. Time should
be given to the AI risks and
opportunities and cybersecurity
on Board agenda to ensure
understanding of cyber
protection.
√
The Company has risk identification
and monitoring mechanisms
integrated within the management
structure. There is no dedicated
Chief Risk Officer (CRO) with
direct functional reporting to the
Board and Audit Committee as a
distinct formalised function.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
social impact of its
activities.
B.1.,
4
The Company is recommended to
establish a risk management
function responsible for ensuring
accurate, complete and timely
identification of the risks,
ensuring that adequate and
feasible risk control measures are
in place and monitoring the risk
management procedures. The risk
management function, through
the Chief Risk Officer (CRO),
where present, should have a
direct communication and
functional reporting to the Board
and Audit Committee (if there is
no separate Risk Committee).
√
The Board, assisted by the Audit
Committee, annually evaluates the
adequacy and effectiveness of the
risk management and internal
control framework. Results are
included in the Annual Report of the
Company.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
Purcari Wineries PCL | Management Report
158 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
social impact of its
activities.
B.1.,
5
The Board with the assistance
from the Audit Committee
should at least annually assess
the adequacy and effectiveness of
Company’s risk management and
internal control framework
(including operational and
compliance controls) and make
relevant recommendations. The
assessment should consider the
effectiveness and scope of the
internal audit function, the
adequacy of risk management
and compliance, internal control
reports, if they are required by
applicable legislation, to the
Audit Committee, management’s
responsiveness and effectiveness
in dealing with identified internal
control failings or weaknesses
and submission of relevant
reports to the Board.
√
The Board, assisted by the Audit
Committee, annually evaluates the
adequacy and effectiveness of the
risk management and internal
control framework. Results are
included in the Annual Report of the
Company.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company
should have an
adequate and
effective internal
control framework
and an enterprise
risk management
framework, taking
into account its
strategy, size,
complexity of
operations and risk
profile including
potential
environmental and
social impact of its
activities.
B.1.,
6
The Company should develop
and make available on a free of
charge basis on the Company’s
website a whistle-blowing
mechanism which would enable
employees and stakeholders to
make reports about suspected
breaches or wrongdoings as per
the applicable legislation in
place.
√
The Company has whistleblowing
mechanisms (complaint boxes and a
dedicated postal channel) accessible
to employees and other
stakeholders. A dedicated digital
whistleblowing platform publicly
available on the Company's website
does not exist, as required by the
Code.
Investors section:
https://purcariwineries.com/investito
ri/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit
Committee should
assist the Board
with ensuring the
integrity of
financial and non-
financial reporting,
establishing an
effective risk
management and
internal control
framework and
maintaining an
appropriate
relationship with
the Company’s
external auditors.
B.2.,
1
In addition to its responsibilities
mentioned in legislation and
elsewhere in the Code, the Audit
Committee should:
· Review the Company’s internal
controls and risk management
frameworks;
· Oversee the development and
application of the Company’s
policies on conflicts of interests
and related party transactions;
· Ensure independence and
review the effectiveness of the
Company’s internal audit
function and make a
recommendation to the Board;
· Oversee the internal audit
function;
· Oversee the preparation of
sustainability-related reports and
information included in them,
unless this task is assigned to
another committee;
· Oversee the framework for
ensuring the Company’s
compliance with applicable legal
and regulatory requirements and
√
The Audit Committee fulfils the
responsibilities set out in B.2., 1:
reviews internal controls and the
risk management framework,
monitors related-party transaction
and conflict-of-interest policies,
ensures internal audit independence,
oversees sustainability reporting and
the compliance framework.
Audit Committee:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
159 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
internal regulations of the
Company (like the procedures for
reporting breaches of the law or
the Company’s Code of
Conduct), unless this task is
assigned to another committee.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit
Committee should
assist the Board
with ensuring the
integrity of
financial and non-
financial reporting,
establishing an
effective risk
management and
internal control
framework and
maintaining an
appropriate
relationship with
the Company’s
external auditors.
B.2.,
2
Whenever the Code mentions
reviews or analysis to be
exercised by the Audit
Committee, these should be
followed by regular (at least
annual) or ad-hoc reports to the
Board.
√
The Audit Committee presents the
Board with periodic (at least annual)
and ad-hoc reports on its oversight
activities, in accordance with its
responsibilities.
Audit Committee:
https://purcariwineries.com/investito
ri/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit
Committee should
assist the Board
with ensuring the
integrity of
financial and non-
financial reporting,
establishing an
effective risk
management and
internal control
framework and
maintaining an
appropriate
relationship with
the Company’s
external auditors.
B.2.,
3
The Audit Committee should
monitor the independence and
objectivity of the external
auditor. The Committee should
approve a policy on the provision
of permitted non-audit services
by the external auditor in line
with legal requirements and
enforce implementation of that
policy. Committee’s findings
regarding the independence of
the external auditor should be
disclosed in the annual report.
√
The Audit Committee has approved
the engagement of non-audit
services from PwC (the external
auditor for the 2025 financial
statements). The findings on
external auditor independence are
included in the Annual Report.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit
Committee should
assist the Board
with ensuring the
integrity of
financial and non-
financial reporting,
establishing an
effective risk
management and
internal control
framework and
maintaining an
appropriate
relationship with
the Company’s
external auditors.
B.2.,
4
The Audit Committee should
discuss the annual audit work
plan with the external auditor
covering the scope and
materiality of the activities to be
audited. The audit committee
should meet the external auditor
as needed to discuss issues
identified and to monitor the
quality of the services provided.
√
The Audit Committee discusses the
annual work plan with the external
auditor (KPMG Limited), covering
the scope and materiality of
activities to be audited, and meets
with the external auditor as often as
necessary.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
Purcari Wineries PCL | Management Report
160 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board
should ensure the
independence of the
internal audit
function.
Company’s
internal audit
function should
provide
independent and
objective assurance
on the effectiveness
of risk management
framework and
internal control
framework.
B.3.,
1
The Board should ensure that the
internal audit has the authority,
resources and procedures
adequate to assist the Board in
ensuring effectiveness and
efficiency of the Company’s risk
management and internal control
framework.
√
The Company has an internal audit
function (Mr. Eugeniu Baltag,
Group Auditor) with adequate
authority and resources to assist the
Board in ensuring the effectiveness
of the risk management and internal
control framework. The function
reports to the Board through the
Audit Committee.
Audit Committee:
https://purcariwineries.com/investito
ri/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board
should ensure the
independence of the
internal audit
function.
Company’s
internal audit
function should
provide
independent and
objective assurance
on the effectiveness
of risk management
framework and
internal control
framework.
B.3.,
2
To ensure fulfillment of the core
functions of the internal audit
function, the head of the function
should be appointed by and
report functionally directly to the
Board via the Audit Committee,
who shall be tasked with
approving his/her appointment
and dismissal. This is without
prejudice to administrative
reporting to the CEO and sharing
information with the Company’s
executive management, in line
with legal requirements and
professional standards.
√
The head of the internal audit
function reports functionally and
directly to the Board of Directors
through the Audit Committee,
which has oversight responsibilities
over this function. Administrative
reporting is also made to executive
management, in accordance with
professional standards.
Audit Committee:
https://purcariwineries.com/investito
ri/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board
should ensure the
independence of the
internal audit
function.
Company’s
internal audit
function should
provide
independent and
objective assurance
on the effectiveness
of risk management
framework and
internal control
framework.
B.3.,
3
The internal audit function
should be established in line with
applicable legal requirements and
industry standards (e.g., Institute
of Internal Auditors). The
internal audit authority,
composition, remuneration,
annual budget, working
procedures and other relevant
matters shall be regulated in
separate internal audit’s internal
regulation approved by the
Board, following the
recommendation of the Audit
Committee.
√
The internal audit function is
established in accordance with
applicable professional standards.
An internal audit charter approved
by the Board exists. The document
has not been published on the
Company's website.
Audit Committee:
https://purcariwineries.com/investito
ri/
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board
should ensure the
independence of the
internal audit
function.
Company’s
internal audit
function should
provide
independent and
objective assurance
on the effectiveness
of risk management
framework and
internal control
framework.
B.3.,
4
The Audit Committee should
agree an annual internal audit
work plan with the internal
auditor, receive internal audit
reports, updates on key audit
issues, monitor implementation
of recommendations of the
internal audit and provide
necessary guidance.
√
The Audit Committee agrees on the
annual internal audit work plan with
the internal auditor, receives internal
audit reports, monitors the
implementation of audit
recommendations and provides
necessary guidance.
Audit Committee:
https://purcariwineries.com/investito
ri/
C: PERFORMANCE, MOTIVATION AND REWARD
Purcari Wineries PCL | Management Report
161 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
C:
PERFORMAN
CE,
MOTIVATION
AND
REWARD
C.1. Members of
the Board shall
receive
remuneration
corresponding to
the volume and
weight of powers
and their
responsibilities,
rather than the
performance of
management or the
Company. The
structure and
amount of
director’s
remuneration
should enable the
Company to
attract, retain and
motivate the
competent and
qualified directors.
C.1.,
1
Board members should receive
remuneration, as per the
Remuneration Policy of the
Company. Members who also
serve on Board committees
should receive additional
remuneration for this work. But
in no circumstances should the
remuneration be linked to the
number of board or committee
meetings.
√
Board members receive
remuneration in accordance with the
Company's Remuneration Policy,
approved by the GMS. Members
serving on committees receive
additional remuneration for this
activity, not linked to the number of
meetings attended.
Remuneration Policy:
https://purcariwineries.com/wp-
content/uploads/2023/11/03f88d371
2e0c76119500d230cc376dd.pdf
Policies – Investors section:
https://purcariwineries.com/investito
ri/
C:
PERFORMAN
CE,
MOTIVATION
AND
REWARD
C.2. The Board
shall ensure there is
a formal and
transparent policy
and procedure for
determining the
remuneration of
executive
management that
aligns with the
long-term interests
of the Company
and the Company’s
strategy. This
policy shall be
presented, subject
for approval, to the
GMS in line with
legal requirements.
C.2.,
1
The Board should determine the
annual remuneration of the
executive management, based on
the recommendations of the
Nomination and Remuneration
Committee and in accordance
with the Company’s
remuneration policy. The
remuneration policy should be
prepared in accordance with the
relevant legal requirements.
√
The Board of Directors sets the
annual remuneration of executive
management based on the
recommendations of the Nomination
and Remuneration Committee and
in accordance with the Company's
Remuneration Policy, approved by
the GMS.
Remuneration Policy:
https://purcariwineries.com/wp-
content/uploads/2023/11/03f88d371
2e0c76119500d230cc376dd.pdf
C:
PERFORMAN
CE,
MOTIVATION
AND
REWARD
C.2. The Board
shall ensure there is
a formal and
transparent policy
and procedure for
determining the
remuneration of
executive
management that
aligns with the
long-term interests
of the Company
and the Company’s
strategy. This
policy shall be
presented, subject
for approval, to the
GMS in line with
legal requirements.
C.2.,
2
Levels of remuneration for
executive management members
and key performance indicators
taken into account when
determining variable
(performance-based) part of the
remuneration should be set in
advance and be measurable and
appropriate in relation to the
agreed strategy and risk appetite,
the economic environment within
which the Company operates,
and the pay and conditions of
employees within the Company.
In particular, they should include
indicators related to non-financial
performance and appropriate
sustainability objectives.
√
Remuneration levels and key
performance indicators (KPIs) for
executive management are pre-
established, measurable and include
non-financial performance
indicators and sustainability
objectives, in accordance with the
Remuneration Policy.
Remuneration Policy:
https://purcariwineries.com/wp-
content/uploads/2023/11/03f88d371
2e0c76119500d230cc376dd.pdf
Purcari Wineries PCL | Management Report
162 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
C:
PERFORMAN
CE,
MOTIVATION
AND
REWARD
C.2. The Board
shall ensure there is
a formal and
transparent policy
and procedure for
determining the
remuneration of
executive
management that
aligns with the
long-term interests
of the Company
and the Company’s
strategy. This
policy shall be
presented, subject
for approval, to the
GMS in line with
legal requirements.
C.2.,
3
Company’s shares and/or share
purchase options should
represent a significant part (e.g.,
not less than 10%) of the
executive management member’s
total variable remuneration.
√
The Company's Remuneration
Policy provides for a variable
remuneration component for
executive management. An equity
component (shares/options) is
included in the policy, however the
minimum 10% threshold of total
variable remuneration in shares is
not explicitly detailed in the
published document.
Remuneration Policy:
https://purcariwineries.com/wp-
content/uploads/2023/11/03f88d371
2e0c76119500d230cc376dd.pdf
D: DISCLOSURE AND INVESTOR RELATIONS
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
1
The Company should make sure
to provide accurate, complete and
timely financial and operational
information, including quarterly,
half-yearly and annual reports, as
well as current reports.
Companies should ensure all
relevant information is easily
accessible to investors, including
through the Company website
and other public information
sources, as the case may be.
√
The Company provides accurate,
complete and timely financial and
operational information, including
quarterly, semi-annual and annual
reports as well as current reports.
All relevant information is
accessible to investors through the
Company's website and other public
sources.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
Investors section:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
2
The Company is recommended to
have an Investor Relations (IR)
function and should appoint a
dedicated person in charge of IR
function. The contact details of
the person or persons charged of
the IR function shall be available
on the Company’s website. The
IR function will report directly to
the CEO/CFO, underscoring its
significance within the
Company's hierarchy and
emphasizing its central role in
managing and communicating
the Company’s capital market
engagements and status. The
Company should organise
induction and regular
training/courses, if needed, for
the IR function, tailored to its
specific needs and
responsibilities.
√
The Company has a dedicated
Investor Relations function with a
responsible person whose contact
details are available on the website.
The IR function reports to the
Company's senior management.
Investors section (IR contact):
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
D.1.,
3
The Company should include on
its corporate website a dedicated
Investor Relations section, with
all relevant information of
interest for investors, available
both in Romanian and English.
√
The Company has a dedicated
Investor Relations section on its
website, with information available
in both Romanian and English.
Investors section (RO):
https://purcariwineries.com/investito
ri/
Investors section (EN):
Purcari Wineries PCL | Management Report
163 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
adequate systems
for financial and
sustainability
reporting.
https://purcariwineries.com/en/inves
tors/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• Main corporate regulations:
updated articles of association,
GMS procedures, board’s
internal regulation and board
committees’ internal regulations.
√
The Investors section includes key
corporate regulations: the
Memorandum and Articles of
Association, the Board Internal
Regulation and other relevant
governance documents.
Memorandum and Articles of
Association:
https://purcariwineries.com/investito
ri/
Board Internal Regulation:
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
Corporate policies:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• List of current members of the
Board, Board’s Committees and
executive management,
providing an up-to-date
information on independence
status , professional CVs
(containing at least: name,
surname, gender, nationality, age;
work experience by year,
position and Company; studies,
field of study and academic or
professional institution granting
the diploma), other professional
commitments, including
executive and non-executive
Board positions in companies,
not-for-profit institutions and
state institutions; relationship
with shareholders holding at least
5% of the voting rights/shares
issued by the Company; the
duration of the appointment of
the members of the Board, the
Committees and the executive
management, specifying the date
from which they were appointed.
√
The Investors section includes the
updated list of Board members,
committee members and executive
management, with independence
status, professional CVs, other
engagements, relationship with
significant shareholders and
appointment dates.
Board of Directors:
https://purcariwineries.com/investito
ri/
Executive team:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• Current reports and periodic
reports (quarterly, semi-annual
and annual reports).
√
The Investors section includes
current and periodic reports
(quarterly, semi-annual and annual),
available for download.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
Investors section:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
164 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• Information related to GMS: the
agenda, supporting materials and
the decisions taken; procedure for
running the GMS; the
Nomination Policy; candidates’
professional CVs (containing at
least: name, surname, gender,
nationality, age; work experience
by year, position and Company;
studies, field of study and
academic or professional
institution granting the diploma),
as well as any other information
presented at A.3.3;
communication channel(s) for
shareholders to address
questions; answers to
shareholders’ questions related to
the agenda; declarations of
independence for board
candidates and evaluations made
by Nomination and
Remuneration Committee/Board
for candidates, including their
compliance with independence
criteria.
√
The Investors section includes
GMS-related information: agendas,
supporting materials, resolutions,
GMS procedure, candidate CVs,
shareholder communication
channels and responses to
shareholder questions.
Shareholders' Meetings:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• Information on Board
evaluation, made as per Provision
A.5.7, including evaluation
criteria and process, as well as a
summary result of the evaluation
and actions that have been or will
be undertaken as a result of the
evaluation.
√
Results of the annual Board
evaluation are not published as a
separate document on the
Company's website.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
3
The company should include on
its Investor Relations section:
• Information on corporate
events, such as payment of
dividends and other distributions
to shareholders, or other events
leading to the acquisition or
limitation of rights of a
shareholder, including the
deadlines and principles applied
to such operations. Such
information should be published
within a timeframe that enables
investors to make investment
decisions.
√
The Investors section includes
information on significant corporate
events, including dividend
payments, applicable terms and
principles.
Financial calendar and dividends:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
D.1.,
3
The company should include on
its Investor Relations section:
• Corporate policies, among
which code of conduct, dividend
policy, remuneration policy,
forecast policy, policy for
communication with investors,
the corporate social responsibility
(CSR)/sponsorship policy, policy
for related parties’ transactions,
√
The Investors section includes the
main corporate policies
(Remuneration Policy, Dividend
Policy, Investor Communication
Policy). Not all policies required
under D.1., 3 are published: the
Code of Conduct, Related-Party
Transactions Policy, Diversity
Policy and Whistleblowing Policy
are not publicly available on the
Purcari Wineries PCL | Management Report
165 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
for financial and
sustainability
reporting.
policy for diversity, equity and
inclusion, and whistleblowing
policy (if not already part of the
Code of Conduct).
website.
Policies:
https://purcariwineries.com/investito
ri/
Remuneration Policy:
https://purcariwineries.com/wp-
content/uploads/2023/11/03f88d371
2e0c76119500d230cc376dd.pdf
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
4
The Company should organise at
least two meetings/conference
calls with analysts and investors
each year. The information
presented on these occasions
should be published in the IR
section of the Company website
at the time of the
meetings/conference calls.
√
The Company organises at least two
meetings/conference calls with
analysts and investors per year
(including the Investor Day and
quarterly results conferences).
Materials presented are published on
the Investors section.
Corporate presentations:
https://purcariwineries.com/prezenta
ri/
Investors section:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
5
The Company should disclose
the material and reportable non-
financial and sustainability issues
with emphasis on the disclosure
of environmental, social and
governance (ESG) issues of its
business and operations in line
with the recognized standard of
sustainability reporting. The
Company’s sustainability
statements shall be disclosed on
its website.
√
For the 2024 financial year, the
Company disclosed in 2025
significant non-financial and
sustainability aspects, with a focus
on ESG matters, in accordance with
the Non-Financial Reporting
Directive (NFRD), with structure
partially aligned to CSRD. The
Sustainability Report is published
on the website.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company
should ensure
adequate
communications
with shareholders,
investors,
regulators and
other stakeholders
and establish
adequate systems
for financial and
sustainability
reporting.
D.1.,
6
The Company should have a
CSR/sponsorship policy to guide
the activity in the area of
supporting CSR activities and
sponsorship.
√
The Company carries out CSR and
social responsibility activities. A
standalone CSR/sponsorship policy
has not been explicitly published as
a separate document on the
Company's website.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
rights in relation to
the Company.
D.2.,
1
The Company should have a
dividend policy as a set of
directions the Company intends
to follow regarding the
distribution of net profit.
√
The Company has a Dividend
Policy available on the Investors
section of the website.
Policies – Investors section:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
166 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
rights in relation to
the Company.
D.2.,
2
The procedure for running the
GMS should not restrict the
participation of shareholders in
GMS and the exercise of their
rights. Amendments of the
procedure for running the GMS
should take effect, at the earliest,
as of the next GMS.
√
The GMS procedure is described in
the Memorandum and Articles of
Association and does not restrict
shareholders from participating in
the GMS or exercising their rights.
The Company has implemented the
eVOTE online voting system to
facilitate virtual participation.
Changes to the GMS procedure take
effect from the following GMS.
Memorandum and Articles of
Association:
https://purcariwineries.com/wp-
content/uploads/2023/11/8692511f2
0765295f774f33b6a9bf115.pdf
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
rights in relation to
the Company.
D.2.,
3
The external auditors should
attend the shareholders’ meetings
where their reports are presented,
in order to respond to
shareholders’ questions.
√
The external auditors (KPMG
Limited) attend the GMS at which
their reports are presented, in order
to answer shareholder questions.
Shareholders' Meetings:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
rights in relation to
the Company.
D.2.,
4
The Board should present to the
annual GMS a summary of the
assessment of the adequacy and
effectiveness of the risk
management and internal control
framework, as per the related
information included in the
annual report.
√
The Board presents at the annual
GMS a summary of the assessment
of the adequacy and effectiveness of
the risk management and internal
control framework, in accordance
with the information included in the
Annual Report.
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
rights in relation to
the Company.
D.2.,
5
The Company should stimulate
engagement with shareholders
and investors by:
• Encouraging active shareholder
participation in GMS, like
ensuring conditions for virtual
participation.
• Holding regular briefings and
updates for investors, especially
during significant corporate
events.
• Establishing channels for
shareholders to provide feedback
and ask questions, ensuring
responses are timely and
comprehensive.
√
The Company promotes shareholder
engagement through: virtual GMS
participation via eVOTE,
organisation of the Investor Day,
quarterly results conferences,
presentations at investor
conferences, publication of
materials on the website and
dedicated investor communication
channels.
Corporate presentations:
https://purcariwineries.com/prezenta
ri/
Investors section:
https://purcariwineries.com/investito
ri/
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company
should ensure fair
and equitable
treatment of all its
shareholders, as
well as availability
of all needed tools
and information to
allow shareholders
to exercise their
D.2.,
6
Any professional, consultant,
expert or financial analyst may
participate in the shareholders’
meeting upon prior invitation
from the Chairperson of the
Board. Accredited journalists
may also participate in the GMS,
unless the Chairperson decides
otherwise.
√
Professionals, consultants, experts
and financial analysts may attend
the GMS upon prior invitation from
the Board Chairperson. Accredited
journalists may also attend, unless
the Chairperson decides otherwise,
in accordance with the GMS
procedure.
Shareholders' Meetings:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
167 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
rights in relation to
the Company.
E: SUSTAINABILITY AND STAKEHOLDERS
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company
should integrate
sustainability
aspects in its
strategy and
mitigate any
material negative
environmental and
social impacts of its
operations, to the
possible extent.
E.1.,
1
The Board should ensure that
sustainability, environmental and
social considerations are
integrated in the Company’s
strategy and operations, risk
management and remuneration
practices and shall oversee this
integration. A specialised
sustainability committee or one
of the standing committees of the
Board shall assist the Board with
these tasks.
√
The Board of Directors ensures that
sustainability, environmental and
social considerations are integrated
into the Company's strategy ("2X by
200") and remuneration practices.
The ESG Committee assists the
Board in fulfilling these
responsibilities.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
ESG Committee:
https://purcariwineries.com/investito
ri/
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company
should integrate
sustainability
aspects in its
strategy and
mitigate any
material negative
environmental and
social impacts of its
operations, to the
possible extent.
E.1.,
2
The Board should ensure that
Company’s operations run
according to the national and
international E&S standards and
Company’s E&S policies are
consistent with its long-term
objectives. In particular, the
Company shall have internal acts
relating to its responsibilities for
environmental and social issues
and policies and procedures that
enable it to identify material
factors and assess the impact on
the Company’s activities.
√
The Board of Directors ensures that
sustainability, environmental and
social considerations are integrated
into the Company's strategy and
operations. The Company has a
Sustainability Statement published
as part of the Annual Report, with
policies and procedures aligned to
applicable E&S standards.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
Annual Reports:
https://purcariwineries.com/rapoarte
-anuale/
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company
should integrate
sustainability
aspects in its
strategy and
mitigate any
material negative
environmental and
social impacts of its
operations, to the
possible extent.
E.1.,
3
Whenever a decision to be
approved by the Board has
potential material and negative
E&S impact, the Board should
receive from the executive
management (i) an analysis on
how this decision is aligned with
the Company’s sustainability
objectives and E&S policies or
(ii) proposal of the measures to
mitigate negative E&S impacts.
√
Whenever a Board decision has a
potentially significant E&S impact,
executive management provides the
Board with an analysis of alignment
with the Company's sustainability
objectives and E&S policies, or
proposed measures to mitigate
negative E&S impact, including
through the ESG Committee.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.2. The Company
should have in
place a process for
identifying the
stakeholders
affected by
Company’s
operations. The
Board should take
into consideration
stakeholders’
interests and
ensure there is
active
communication
between the
E.2.,
1
The Board should ensure that
there is a formal stakeholder
identification process for
Company’s stakeholders
including investors, creditors,
clients, employees and suppliers,
as well as targeted approaches for
engaging with its priority
stakeholders.
√
The Company has adopted a
stakeholder identification process
and specific engagement
approaches, detailed in the
Sustainability Report. An Investor
Communication Policy is published
on the website. Stakeholder
engagement information is included
in the Sustainability Report.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
Investors section:
https://purcariwineries.com/investito
ri/
Purcari Wineries PCL | Management Report
168 | Management Report
Section
Principle
Prov
No.
Provision (detailed)
Ye
s
Par
tial
No
Explanation (text and url link if
document is on website)
Company and its
stakeholders.
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.3. The Board
should adopt a
Code of Conduct
with adequate
scope including
guiding principles
which reflect the
Company’s
commitment to
ethics, integrity and
quality of
performance.
E.3.,
1
The Board should develop a
purpose statement and a vision
statement as well as articulate
Company’s values, so the entire
organisation understands the
Company’s strategic direction.
√
The Company has articulated its
purpose statement, vision and
values, reflected in the Group
strategy and organisational culture
("Purcari's mission is to bring joy to
people's lives by offering high-
quality, inspirational, ethical wines
at excellent value for money").
These are available on the website.
Purcari Group:
https://purcariwineries.com/purcari-
group/
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.3. The Board
should adopt a
Code of Conduct
with adequate
scope including
guiding principles
which reflect the
Company’s
commitment to
ethics, integrity and
quality of
performance.
E.3.,
2
The Board should adopt a Code
of Conduct for Board members,
executive management and
Company employees, with clear
provisions aimed at preventing
and sanctioning fraud and
bribery. The Board should not
permit any waiver of any ethics
requirement by any director,
executive manager or employee.
√
Annex 2 of the Board Internal
Regulation sets out the Company's
Code of Conduct on securities
transactions, covering ethical
principles, anti-corruption measures
and integrity requirements
applicable to Board members,
executive management and
employees.
Board Internal Regulation
(including Code of Conduct –
Annex 2):
https://purcariwineries.com/wp-
content/uploads/2023/11/Internal_R
egulation_of_the_Board.pdf
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.3. The Board
should adopt a
Code of Conduct
with adequate
scope including
guiding principles
which reflect the
Company’s
commitment to
ethics, integrity and
quality of
performance.
E.3.,
3
The Board should ensure that the
Code of Conduct policies are
integrated into Company’s
practices and incorporated into
the onboarding process for new
hires. The Board should ensure
the efficient implementation and
monitoring of compliance with
the Code of Conduct and
periodically review it.
√
The Code of Conduct is integrated
into the Company's practices and the
onboarding process for new
employees. The Board ensures
monitoring of compliance with the
Code of Conduct and reviews it
periodically.
Sustainability:
https://purcariwineries.com/sustenab
ilitate/
169 |
170 |
171 |
172 |
173 |
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
174 | Contents of Consolidated Financial Statements
Purcari Wineries
Public Company Limited
Consolidated Financial Statements
for the year ended 31 December 2025
prepared in accordance with IFRS Accounting
Standards as adopted by the European Union and the
requirement of the Cyprus Companies Law, Cap.
113
Purcari Wineries PCL | Consolidated Financial Statements
175 | Contents of Consolidated Financial Statements
Contents
Independent Auditor’s Report to the Members of Purcari Wineries Public
Company Limited on the Consolidated Financial Statements
176
Consolidated Statement of Financial Position
182
Consolidated Statement of Profit or Loss and Other Comprehensive Income
183
Consolidated Statement of Changes in Equity
184
Consolidated Statement of Cash Flows
185
Notes to the Consolidated Financial Statements
186 – 241
176
177
178
179
180
181
Purcari Wineries PCL | Consolidated Financial Statements
182 Consolidated statement of Financial Position for the year ended 31 December 2025
Consolidated Statement of Financial Position as at 31 December 2025
all amounts are in RON, unless stated otherwise
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 30 of April
2026
Krzysztof Grabowski
Victor Bostan
Anatolie Belibov
Chairman of the Board of Directors
Chief Executive Officer
Chief Financial Officer

| Note | 31 December 2025 | 31 December 2024
Assets |  |  |
Property, plant and equipment | 7 | 339,828,426 | 295,227,919
Intangible assets | 11 | 5,546,586 | 4,660,268
Equity instruments measured at fair value through profit or loss | 9 | 13,618,591 | 7,795,841
Other non-current assets |  | 479,246 | 388,440
Non-current assets |  | 359,472,849 | 308,072,468
Inventories | 13 | 342,396,986 | 300,067,297
Loans receivables | 10 | 2,509,777 | 2,431,023
Trade and other receivables | 12 | 137,047,227 | 101,103,898
Prepaid Income tax |  | 1,665,909 | 61,195
Prepayments to suppliers |  | 6,248,700 | 5,935,806
Other current assets |  | 758,159 | 939,559
Cash and cash equivalents | 14 | 19,138,063 | 20,703,484
Current assets |  | 509,764,821 | 431,242,262
Total assets |  | 869,237,670 | 739,314,730
Equity |  |  |
Share capital | 15 | 2,065,559 | 2,032,198
Share premium | 15 | 51,269,120 | 45,503,042
Capital reserves | 15 | 69,102,693 | 69,102,693
Other reserves | 15 | (4,838,579) | (2,492,006)
Translation reserve |  | (3,224,499) | (8,016,322)
Retained earnings |  | 280,161,636 | 254,269,531
Equity attributable to owners of the Company |  | 394,535,930 | 360,399,136
Non-controlling interests | 30 | 37,341,566 | 37,859,800
Total equity |  | 431,877,496 | 398,258,936
Liabilities |  |  |
Borrowings | 16 | 123,949,558 | 121,907,055
Lease liabilities | 17 | 7,254,249 | 6,319,361
Deferred income | 18 | 16,584,033 | 16,798,920
Deferred tax liability | 27 | 8,017,091 | 8,673,489
Put option over non-controlling interests | 8 | 10,472,961 | 8,460,102
Non-current liabilities |  | 166,277,892 | 162,158,927
Borrowings | 16 | 155,239,709 | 80,235,781
Lease liabilities | 17 | 2,304,897 | 1,308,794
Deferred income | 18 | 2,420,905 | 2,115,657
Income tax payable |  | - | 113,657
Employee benefits | 28 | 12,407,610 | 7,572,667
Trade and other payables | 19 | 95,591,163 | 84,616,447
Provisions | 24 | 3,117,998 | 2,933,864
Current liabilities |  | 271,082,282 | 178,896,867
Total liabilities |  | 437,360,174 | 341,055,794
Total equity and liabilities |  | 869,237,670 | 739,314,730

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
183 | Consolidated statement of Profit and Loss and Other Comprehensive Income for the year ended 31 December 2025
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise

| Note | 2025 | 2024
Revenue from contracts with customers | 20 | 436,244,179 | 382,324,677
Cost of sales | 21 | (236,673,050) | (197,094,401)
Gross profit |  | 199,571,129 | 185,230,276
Other operating income | 24 | 2,818,109 | 6,509,092
Marketing and sales expenses | 22 | (70,935,790) | (57,884,459)
General and administrative expenses | 23 | (56,278,931) | (45,501,990)
Impairment on trade and loan receivable | 29 | (896,329) | (1,584,086)
Impairment of investment in subsidiary |  | - | (576,898)
Change in fair value of biological assets | 25 | 5,563,237 | (3,395,813)
Net asset loss on deconsolidation of subsidiary |  | - | (4,927,721)
Profit from operating activities |  | 79,841,425 | 77,868,401
Finance income | 26 | 5,707,581 | 3,439,305
Finance costs | 26 | (20,322,174) | (10,538,961)
Net finance costs | 26 | (14,614,593) | (7,099,656)
Profit before tax |  | 65,226,832 | 70,768,745
Income tax expense | 27 | (11,213,075) | (12,038,009)
Profit for the year |  | 54,013,757 | 58,730,736
Other comprehensive income |  |  |
Items that are or may be reclassified to profit or loss |  |  |
Exchange differences on translation of foreign operations |  | 4,425,892 | (2,317,318)
Other comprehensive (loss)/income for the year |  | 4,425,892 | (2,317,318)
Total comprehensive income for the year |  | 58,439,649 | 56,413,418
Profit attributable to: |  |  |
Owners of the Company |  | 52,169,443 | 55,681,269
Non-controlling interests | 30 | 1,844,314 | 3,049,467
|  | 54,013,757 | 58,730,736
Total comprehensive income attributable to: |  |  |
Owners of the Company |  | 56,961,265 | 52,312,834
Non-controlling interests | 30 | 1,478,383 | 4,100,584
|  | 58,439,649 | 56,413,418
Earnings per share, RON |  |  |
Basic and diluted earnings per share | 15 | 1.29 | 1.38

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
184 | Consolidated statement of changes in equity for the year ended 31 December 2025
Consolidated Statement of Changes in Equity for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise
Attributable to owners of the Company
Non-controlling
interests
Total equity

| Share capital | Share | Capital | Treasury | Other reserves | Translation | Retained | Total |  |
|  | premium | reserves | shares reserve |  | reserve | earnings |  |  |
Balance at 1 January 2024 | 2,020,462 | 43,652,065 | 69,102,693 | (662,997) | (4,558,944) | (4,647,887) | 225,091,110 | 329,996,502 | 35,922,532 | 365,919,034
Total comprehensive income |  |  |  |  |  |  |  |  |  |
Profit for the year | - | - | - | - | - | - | 55,681,269 | 55,681,269 | 3,049,467 | 58,730,736
Exchange differences on translation of foreign operations | - | - | - | - | - | (3,368,435) | - | (3,368,435) | 1,051,117 | (2,317,318)
Total comprehensive income for the year | - | - | - | - | - | (3,368,435) | 55,681,269 | 52,312,834 | 4,100,584 | 56,413,418
Transactions with owners of the Company |  |  |  |  |  |  |  |  |  |
Share capital increase (Note 15) | 11,736 | 1,163,264 | - | - | - | - | - | 1,175,000 | - | 1,175,000
Shares allocated to employees | - | - | - | 389,790 | (389,790) | - | - | - | - | -
Equity-settled share-based payments (Note 28) | - | - | - | - | 1,876,854 | - | - | 1,876,854 | - | 1,876,854
Exercise of stock options | - | 687,713 | - | - | (687,713) | - | - | - | - | -
Put option over non-controlling interests (Note 8) | - | - | - | - | 1,267,587 | - | - | 1,267,587 | - | 1,267,587
Dividends | - | - | - | - | - | - | (26,229,641) | (26,229,641) | - | (26,229,641)
Recycling of treasury shares reserve | - | - | - | 273,207 | - | - | (273,207) | - | - | -
Total transactions with owners of the Company | 11,736 | 1,850,977 | - | 662,997 | 2,066,938 | - | (26,502,848) | (21,910,200) | - | (21,910,200)
Other changes in equity |  |  |  |  |  |  |  |  |  |
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (2,163,316) | (2,163,316)
Total other changes in equity | - | - | - | - | - | - | - | - | (2,163,316) | (2,163,316)
Balance at 31 December 2024 | 2,032,198 | 45,503,042 | 69,102,693 | - | (2,492,006) | (8,016,322) | 254,269,531 | 360,399,136 | 37,859,800 | 398,258,936
Balance at 1 January 2025 | 2,032,198 | 45,503,042 | 69,102,693 | - | (2,492,006) | (8,016,322) | 254,269,531 | 360,399,136 | 37,859,800 | 398,258,936
Total comprehensive income |  |  |  |  |  |  |  |  |  |
Profit for the year | - | - | - | - | - | - | 52,169,443 | 52,169,443 | 1,844,314 | 54,013,757
Exchange differences on translation of foreign operations | - | - | - | - | - | 4,791,822 | - | 4,791,822 | (365,931) | 4,425,892
Total comprehensive income for the year | - | - | - | - | - | 4,791,822 | 52,169,443 | 56,961,265 | 1,478,383 | 58,439,649
Transactions with owners of the Company |  |  |  |  |  |  |  |  |  |
Share capital increase (Note 15) | 33,361 | 1,500,957 | - | - | (1,534,318) | - | - | - | - | -
Shares allocated to employees (Note 15) | - | 2,935,771 | - | - | (2,935,771) | - | - | - | - | -
Equity-settled share-based payments (Note 28) | - | - | - | - | 3,897,982 | - | - | 3,897,982 | - | 3,897,982
Exercise of stock options | - | 1,329,351 | - | - | - | - | - | 1,329,351 | - | 1,329,351
Put option over non-controlling interests (Note 8) | - | - | - | - | (1,774,465) | - | - | (1,774,465) | - | (1,774,465)
Dividends | - | - | - | - | - | - | (26,277,338) | (26,277,338) |  | (26,277,338)
Total transactions with owners of the Company | 33,361 | 5,766,078 | - | - | (2,346,572) | - | (26,277,338) | (22,824,472) |  | (22,824,471)
Other changes in equity |  |  |  |  |  |  |  |  |  | -
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (1,996,618) | (1,996,618)
Total other changes in equity | - | - | - | - | - | - | - | - | (1,996,618) | (1,996,618)
Balance at 31 December 2025 | 2,065,559 | 51,269,120 | 69,102,693 | - | (4,838,579) | (3,224,499) | 280,161,636 | 394,535,930 | 37,341,566 | 431,877,496

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
185 | Consolidated statement of cash flows for the year ended 31 December 2025
Consolidated Statement of Cash Flows for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise

| Note | 2025 | 2024
Cash flows from operating activities |  |  |
Profit for the year |  | 54,013,757 | 58,730,736
Adjustments for: |  |  |
Depreciation and amortization | 7, 11 | 32,921,375 | 28,674,054
Equity-settled share-based payment transactions | 28 | 3,897,982 | 1,876,854
Gain on disposal of property, plant & equipment & intangible assets | 24 | 267,483 | (1,628,022)
Reverse of impairment of property, plant and equipment, net | 7, 24 | (80,447) | (80,362)
Impairment loss on trade receivable, net | 29 | 896,329 | 1,584,086
Impairment loss/ (Reversal) on non-financial assets | 24 | 363,420 | (1,425,120)
Charge of provision for potential fine | 24 | - | 1,101,124
Release of deferred income | 24 | (2,005,305) | (2,885,159)
Gains on write-off of trade and other payables | 24 | (90,756) | (92,823)
Adjustment to fair value of biological assets | 25 | (5,563,237) | 3,395,813
Income tax expense | 27 | 11,213,075 | 12,038,009
Net finance costs | 26 | 14,614,593 | 7,099,656
Operating profit before working capital changes |  | 110,448,269 | 108,388,846
Changes in working capital: |  |  |
Inventories |  | (37,252,262) | (37,087,464)
Trade and other receivable |  | (32,737,728) | (17,022,180)
Prepayments to suppliers |  | (316,600) | (2,628,775)
Other current assets |  | 89,814 | (475,657)
Employee benefits |  | 4,828,867 | 201,354
Trade and other payable |  | 11,441,336 | 7,258,052
Cash generated from operating activities |  | 56,501,696 | 58,634,176
Income tax paid |  | (13,279,538) | (11,884,435)
Interest paid | 16,17 | (11,703,204) | (9,855,299)
Net cash generated from operating activities |  | 31,518,954 | 36,894,442
Cash flows from investing activities |  |  |
Payments for acquisition of intangible assets | 11 | (1,871,374) | (202,504)
Payments for acquisition of property, plant and equipment | 7, 17 | (75,523,538) | (58,761,276)
Receipt of government grants | 18 | 2,307,567 | 6,487,664
Acquisition of subsidiary, net of cash acquired |  | (340,205) | (13,949,616)
Proceeds from sale of property, plant and equipment |  | 2,907,613 | 2,499,229
Net cash used in investing activities |  | (72,519,937) | (63,926,503)
Cash flows from financing activities |  |  |
Proceeds from exercise of share options |  | 1,329,350 | 1,175,000
Receipt of borrowings | 16 | 287,547,094 | 272,217,253
Repayment of borrowings | 16 | (218,146,435) | (214,184,803)
Repayment of lease liabilities | 17 | (1,011,425) | (991,462)
Dividends paid |  | (26,277,338) | (26,229,641)
Dividends paid to non-controlling interests |  | (2,655,525) | (3,313,300)
Net cash generated from financing activities |  | 40,785,721 | 28,673,047
Net (decrease)/ increase in cash and cash equivalents |  | (215,262) | 1,640,986
Cash and cash equivalents at 1 January |  | 20,703,484 | 18,617,814
Effect of movements in exchange rates on cash held |  | (1,350,159) | 444,684
Cash and cash equivalents at 31 December | 14 | 19,138,063 | 20,703,484

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
186 | Notes to the consolidated financial statements for the year ended 31 December 2025
Notes to the Consolidated Financial Statements for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise
Note 1. Reporting entity and main activities
Purcari Wineries Public Company Limited (“the Company”) is a company domiciled in Cyprus. It was incorporated on
14 June 2007 as a private liability company under the provisions of the Cyprus Companies Law, Cap. 113. The registered
office of the Company is 1 Lampousas Street, 1095 Nicosia, Cyprus, Tax Identification Number 12201949I. In December
2017 the Company changed its name from Bostavan Wineries Ltd. to Purcari Wineries Ltd., and at the beginning of 2018
became a public limited company and changed its name to Purcari Wineries Public Company Limited.
On 15 February 2018 the Company made a secondary IPO and its shares were admitted for trading at Bucharest Stock
Exchange.
The Company had an issued share capital of 410,117.80 EUR as at 31 December 2025, that consists of 41,011,780 ordinary
shares with the nominal value of 0.01 EUR each (2024: 40,353,294 ordinary shares with the nominal value of 0.01 EUR
each).
These financial statements are the consolidated financial statements of Purcari Wineries Public Company Limited (the
“Company”) and its subsidiaries (together referred to as “the Group”).
The Group is primarily involved in the production and sale of wine and brandy.
Subsidiaries
The Group’s subsidiaries and information related to the Company’s ownership interest are presented below:
Country of
incorporation
Ownership interest
31 December 2025
31 December
2024
Vinorum Holdings Ltd
Cyprus
100%
100%
West Circle Ltd
Cyprus
100%
100%
Crama Ceptura SRL
Romania
100%
100%
Vinoteca Gherasim Constantinescu
SRL
Romania
100%
100%
Purcari Wineries Ukraine LLC
Ukraine
100%
100%
Angel’s Estate SA
Bulgaria
76%
76%
Vinaria Bostavan SRL
Republic of Moldova
100%
100%
Vinaria Purcari SRL
Republic of Moldova
100%
100%
Vinaria Bardar SA
Republic of Moldova
56.05%
56.05%
Casa Purcari SRL
Republic of Moldova
100%
80%
Domeniile Cuza SRL
Republic of Moldova
100%
100%
Fundatia Purcari AO
Republic of Moldova
100%
100%
Timbrus Estate SRL
Republic of Moldova
100%
100%
HTA Danişmanlik Turizm Diş Ticaret
Limited Şirketi
Turkey
100%
90%
Vintech Innovations SRL
Republic of Moldova
100%
100%
Les Terres Noires SRL
Republic of Moldova
100%
N/A
The structure of the Group as at 31 December 2025 is as follows:
- Purcari Wineries Public Company Limited is a holding company and is domiciled in Cyprus;
- Vinorum Holdings Ltd is a holding company and was redomiciled from Gibraltar in Cyprus in 2025;
- West Circle Ltd is a holding company and was redomiciled from British Virgin Islands in Cyprus in 2025;
- Crama Ceptura SRL is domiciled in Romania. Its major activity is the production, bottling and sale of wines;
- Vinoteca Gherasim Constantinescu SRL is domiciled in Romania. Its major activity is cultivation of grapes;
- Purcari Wineries Ukraine LLC is domiciled in Ukraine. Its major activity is trade marketing services for Group’s product
portfolio;
- Angel’s Estate SA is domiciled in Bulgaria. Its major activity is the production, bottling and sale of wines;
- HTA Danişmanlik Turizm Diş Ticaret Limited Şirket is domiciled in Türkiye. Its major activity is trade marketing services
for Group’s product portfolio;
- Vintech Innovations SRL, is domiciled in the Republic of Moldova and its activity is the development of control software;
- Vinaria Bostavan SRL, Vinaria Purcari SRL, Timbrus Estate SRL, Les Terres Noires SRL and Domeniile Cuza SRL are
domiciled in the Republic of Moldova. Their major activity is the production, bottling and sale of wines;
- Casa Purcari SRL is domiciled in the Republic of Moldova and its activity relates to hospitality industry (bar & restaurant);
- Fundatia Purcari AO is domiciled in the Republic of Moldova. This is a non-profit charity foundation.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
187 | Notes to the consolidated financial statements for the year ended 31 December 2025
- Vinaria Bardar SA is domiciled in the Republic of Moldova. Its major activity is the production, bottling and sale of brandy
and divin. The nominal ownership interest of the Group in Vinaria Bardar SA is 53.91% as at 31 December 2025 (31
December 2024: 53.91%). However, because 3.83% of shares of Vinaria Bardar SA are treasury shares, the effective
ownership interest of the Group in the subsidiary is equal to 56.05% as at 31 December 2025 (31 December 2024: 56.05%).
Control over land
Moldovan Legislation does not allow non-residents to own freehold land in the Republic of Moldova. In order to be able to
exercise control over the land on which the Group’s grape vines grow, the entire area of land was acquired by Victoriavin
SRL, a related party of the Group. The Group’s management considers that the related party should not be consolidated
because this party is not controlled by the Company. The land is leased to Vinaria Bostavan SRL and Vinaria Purcari SRL,
and on it, the grape vines of these subsidiaries are planted.
Victoriavin SRL is directly and fully owned by Victor Bostan (who is also shareholder of the Company through Amboselt
Universal Inc.), and not the Company, because of the prohibition in Moldovan Law for companies with any element of foreign
capital (such as subsidiaries) to own agricultural land in the Republic of Moldova. If Moldovan Law would change and this
restriction on ownership of agricultural land would be removed, the Company has the option of requiring Victor Bostan to
sell to the Company or any of its subsidiaries the relevant agricultural land (free and clear of any liens) for a gross purchase
price of up to USD 1,500 per hectare.
The Group’s subsidiaries Vinaria Bostavan SRL and Vinaria Purcari SRL rent land for their plantations of grape vines from
the related party Victoriavin SRL based on lease agreements. On 1 January 2018 the Group signed new lease agreements with
Victoriavin SRL for these plots of land, where the lease period is changed to 29 years from 1 January 2018 to 31 December
2047. The lease payment is made annually until 30 November in MDL.
Note 2. Basis of preparation
These consolidated financial statements as at and for the year ended 31 December 2025 (hereinafter “consolidated financial
statements” or “financial statements”) have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as
adopted by the European Union (“EU”) and the requirements of the Cyprus Companies Law Cap.113 and are for the year
ended 31 December 2025.
As of the date of the authorization of the consolidated financial statements, all IFRS Accounting Standards issued by the
International Accounting Standards Board (IASB) that are effective as of 1 January 2025 and are relevant to the Group’s
operations have been adopted by the EU through the endorsement procedure established by the European Commission.
The material accounting policies applied in the preparation of these consolidated financial statements are set out below in
Note 6. The Group has consistently applied the accounting policies to all periods presented in these consolidated financial
statements.
Note 3. Functional and presentation currency
The consolidated financial statements are presented in Romanian Leu (“RON”) as the Group was listed on the Bucharest
Stock Exchange (BVB) on 15 February 2018. All amounts have been rounded to the nearest unit, unless otherwise indicated.
Each entity of the Group determines its own functional currency, and items included in its financial statements are measured
using the functional currency and is the currency of their primary economic environment.
The currencies of the primary economic environment in which the companies of the Group operate were as follows:
- Purcari Wineries Public Company Limited - EUR,
- Vinorum Holdings Ltd, West Circle Ltd - US Dollar (USD),
- Crama Ceptura SRL, Vinoteca Gherasim Constantinescu - Romanian Leu (RON),
- Vinaria Bardar SA, Vinaria Bostavan SRL, Vinaria Purcari SRL, Timbrus Estate SRL, Domeniile Cuza SRL, Casa
Purcari SRL, Vintech Innovations SRL, Les Terres Noires SRL - Moldovan Leu (MDL),
- Purcari Wineries Ukraine LLC - Ukrainian Hryvnia (UAH),
- Angel’s Estate SA – Bulgarian Lev (BGN),
- HTA Danişmanlik Turizm Diş Ticaret Limited Şirket – Turkish Lira (TRY).
When converting functional currency to RON as presentation currency, IAS 21 requires that assets and liabilities are
converted using the closing exchange rate prevailing at each reporting period. Revenue and expenses are converted using the
average exchange rates for the reporting period. Equity elements, other than Profit or loss for the year and Translation reserve,
are translated using the historical exchange rate at the transaction date.
All foreign exchange rate differences resulting from the translation from functional currency to presentation currency are
recognized as a separate component of equity (“Translation reserve”) in the Consolidated Statement of Financial Position and
in other comprehensive income in the Consolidated Statement Profit or Loss and Other Comprehensive Income.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
188 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 4. Use of estimates and judgments
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect
the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actu al
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
a) Judgments
Information about judgements made in applying accounting policies that have the most significant effects on the amounts
recognised in the consolidated financial statements was included in the following notes:
• Note 8 –put option over non-controlling interests;
b) Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that may result in a material adjustment in the subsequent twelve-
month period was included in the following notes:
• Note 8 –put option over non-controlling interests;
• Note 9 – assumptions and estimates used in the valuation of equity instruments at fair value through profit or loss;
• Note 25 – assumptions and estimates used in the valuation of harvest of grapes;
• Note 29 – financial instruments (credit risk), measurement of expected credit loss (“ECL”) allowance for trade
receivables.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities.
The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information,
such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained
from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the
fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values
are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value
hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as th e
lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the
change has occurred.
Further information about the assumptions made in measuring fair values was included below and in the following notes:
• Note 8 – acquisition of subsidiaries and put option over non-controlling interests;
• Note 9 – valuation of equity instruments measured at fair value through profit or loss (“FVTPL”);
• Note 25 – valuation of biological assets (grapes on vines);
• Note 29 – financial instruments (fair values).
Note 5. Basis of measurement
Management has prepared these consolidated financial statements under the going concern basis, which assumes the
realisation of assets and settlement of liabilities in the course of ordinary economic activity. These consolidated financial
statements have been prepared on the historical cost basis, except for:
• biological assets (grapes on vines) which are measured at fair value less costs to sell at point of harvest;
• equity securities measured at FVTP;
• put option over non-controlling interests measured at fair value.
Note 6. Material accounting policy information
The material accounting policies set out below have been applied consistently to all periods presented in these consolidated
financial statements. The accounting policies of subsidiaries have been changed where necessary to adhere to the consistent
application of the accounting policies applied by the Group. Management seeks not to reduce the understandability of these
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
189 | Notes to the consolidated financial statements for the year ended 31 December 2025
financial statements by obscuring material information with immaterial information. Hence, only material accounting policy
information is disclosed, where relevant, in the related disclosure notes.
a) Basis of consolidation
These consolidated financial statements comprise the financial statements of the parent company Purcari Wineries Public
Company Limited and the financial statements of the companies controlled by the Company as at 31 December 2025.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
are generally recognised in profit or loss.
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Th e
financial statements of subsidiaries are included in the consolidated financial statements from the date on which control
commences until the date on which control ceases.
(ii) Non-controlling interests
The Group measures any non-controlling interests in the subsidiary at their proportionate share of the subsidiary’s identifiable
net assets. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit
or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
(iii) Put option over non-controlling interests
Put option over non-controlling interests in a business combination are accounted within equity in “Other reserves” using the
present-access method, considering that the non-controlling interests still have present access to the returns associated with
the underlying ownership interests, since this option is based on a variable price. Then subsequent to initial recognition the
changes in the carrying amount of the put liability are recognised within equity in “Other reserves”.
(iv) Inter-company elimination
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the group.
b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of each company within Group at exchange rates
at the dates of the transactions. The foreign exchange rates at the end of the reporting period for each subsidiary is as follows:
EUR/USD – 1.175 (31 December 2024: 1.0389), MDL/USD – 16.7925 (31 December 2024 – 18.4791), MDL/EUR – 19.7597
(31 December 2024 – 19.3106), RON/EUR - 5.0985 (31 December 2024 - 4.9741), BGN/USD – 1.66255 (31 December 2024
– 1.8836).
Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated
to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generall y
recognised in profit or loss under net finance cost. Non-monetary items that are measured based on historical cost in a foreign
currency are not translated.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are
translated into RON at the exchange rates at the reporting date. The income and expenses of foreign operations are translated
into RON at the exchange rates at the average foreign exchange rates. Components of equity are not retranslated but recorded
in RON from the initial translation into the presentation currency.
Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve, except
to the extent that the translation difference is allocated to non-controlling interests.
When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is
lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part

• The estimated useful lives of property, plant and equipment for current and comparative periods were as follows: Purcari Wineries Annual Report 2025 | Consolidated Financial Statements of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of an associate while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit o r c) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Grape vines The Group has adopted the amendments to accounting standards IAS 16 Property Plant and equipment and IAS 41 Agriculture (effective for annual periods beginning on or after 1 January 2016). These amendments result in bearer plants being in the scope of IAS 16 Property, Plant and Equipment, instead of IAS 41 Agriculture, to reflect the fact that their operation is similar to that of manufacturing. Following this amendment, the Group used the fair value of bearer plants (grape vines) as at 1 January 2014 as deemed cost at that date. The subsequent additions are accounted for in accordance with IAS 16. ( ii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Land and construction in progress are not depreciated. | buildings and constructions loss. | 15-40 years
• | equipment | 3-25 years
• | vehicles | 5-12 years
• | other fixed assets | 2-30 years
• 190 | Notes to the consolidated financial statements for the year ended 31 December 2025 Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Assets under construction are recognized as part of Property, Plant and Equipment in accordance with IAS 16. These assets represent expenditures incurred for equipment and grapes vines that are in the process of being built or developed and are not yet ready for their intended use. Assets under construction are initially measured at cost, which includes all directly attributable costs necessary to bring the asset in the location and condition required for its intended operation. This may include cost of acquisition, materials, labour, professional fees. No depreciation is charged to the assets under construction until the construction is complete and the asset is available for use. Upon completion, the asset is reclassified to the appropriate Property, Plant and Equipment category and depreciation begins based on its estimated useful life. Assets under construction are reviewed regularly to ensure that costs are recoverable. If there are indications of impairment, the asset is tested in accordance with IAS 36. d) Intangible assets (i) Recognition and measurement Intangible assets comprise customer relationships, software, instruction recipes, trademarks and licenses that are acquired by the Group and have finite useful lives. Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. The subsequent additions are accounted for in accordance with IAS 38. (ii) Amortization Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. The estimated useful lives for the current and comparative years were as follows: • customer relationships 15 years • software 3-10 years • instruction recipes 5 years | grape vines | 30 years

• A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTP L: Purcari Wineries Annual Report 2025 | Consolidated Financial Statements • trademarks 5.5-10 years • licenses period of licence validity Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. e) Biological assets Biological assets comprise grapes on the vine, which are measured at fair value less costs to sell, with any change therein recognized in profit or loss in changes in fair value of biological assets. f) Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price i n the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is base d on the weighted average principle. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. The cost of work in progress includes also storage costs, which are necessary in the production process before a further production stage. The harvested product (grapes) is measured at fair value less cost to sell at the point of harvest. After harvest, it is treated as inventory in accordance with IAS 2. According to IAS 21 the borrowing costs are not capitalised for inventories as these are not considered qualifying assets. g) Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at: amortized cost or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• 191 | Notes to the consolidated financial statements for the year ended 31 December 2025 All financial assets not classified as measured at amortized cost as described above are measured at FVTPL. Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Financial assets at amortized cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss Cash and cash equivalents Cash and cash equivalents comprise cash balances, call deposits and deposits with maturities of three months or less from the set-up date that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short-term commitments. Financial liabilities – measurement categories Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost. | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
| the principal amount outstanding.

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
192 | Notes to the consolidated financial statements for the year ended 31 December 2025
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in
profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the
acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the
liability for at least twelve months after the balance sheet date.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent
there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment
(for liquidity services) and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is extinguished (i.e. when the
obligation specified in the contract is discharged, cancelled or expires). The difference between the carrying amount of a
financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-
cash assets transferred or liabilities assumed, is recognised in profit or loss as “other income” or “finance costs”.
Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds, including
interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred
in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign
currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Trade and other payable
Trade payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Trade and other payable are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade and other payable
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
(iii) Derecognition
Financial assets
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
transferred and the group has transferred substantially all the risks and rewards of ownership.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group
also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially
different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
h) Impairment
Financial instruments
The Group recognises loss allowances for ECLs on financial assets measured at amortised cost. Loss allowances for trade
receivables are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when
estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue
cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical
experience and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 180 days past due.
The Group considers a financial asset to be in default when:
•
the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions
such as realising security (if any is held); or
•
the financial asset is more than 360 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. The
maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to
credit risk.
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193 | Notes to the consolidated financial statements for the year ended 31 December 2025
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls
(i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group
expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a
financial asset in its entirety or a portion thereof. The Group expects no significant recovery from the amount written off.
However, financial assets that are written off could still be subject to enforcement activities in order to comply with the
Group’s procedures for recovery of amounts due.
(i)
Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred
tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash generating units (“CGUs”).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use
is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
losses are recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. A reversal of
an impairment loss is recognised in profit or loss.
i) Employee benefits
(i) Defined contribution plans
The Group, in the normal course of business makes payments to the National Social Insurance Authority and to the National
Medical Insurance Authority on behalf of its employees for pension, health care and unemployment benefit. All employees
of the Group are members and are also legally required to make defined contributions (included in the social security
contributions) to the State pension plan (a State defined contribution plan).
Compulsory contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
(ii) Short term service benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if
the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee,
and the obligation can be estimated reliably.
(iii) Share-based payments arrangements
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised
as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an
expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are
expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service
and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions,
the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
194 | Notes to the consolidated financial statements for the year ended 31 December 2025
j) Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
k) Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when
it transfers control over a good or service to a customer.
Nature and timing of satisfaction of performance
obligations, including significant payment terms
Revenue recognition policies
Sale of goods
The Group manufactures wine, divin and brandy. The
revenue is generated mostly through wholesalers.
Customers obtain control of goods when control is
transferred in accordance with the contractual terms,
including applicable Incoterms.
Revenue from sale of goods is recognised at a point in
time, generally upon delivery of goods to the customer.
For export sales, depending on the agreed Incoterms,
control may transfer upon shipment or upon delivery at
the agreed destination.
Invoices are generally issued when goods are
dispatched from the Group’s warehouse. No
significant financing component is deemed to exist, as
invoices are usually payable within 30–90 days from
the date of delivery and acceptance of goods by
customers.
No discounts or loyalty points are offered for sale of
goods, except for standard contractual discounts
included in invoices issued by the subsidiaries Crama
Ceptura SRL in Romania and Angel’s Estate SA in
Bulgaria.
Customers are generally not entitled to return goods,
except in limited cases of quality issues in accordance
with contractual terms. Such claims are usually made
within 15 days from the date of delivery and
acceptance of goods by customers.
Revenue from sale of goods is recognised at a point
in time when control of goods is transferred to the
customer, which generally occurs upon delivery of
goods in accordance with the contractual terms,
including applicable Incoterms. For export sales,
depending on the agreed Incoterms, control may
transfer upon shipment or upon delivery at the
agreed destination.
Revenue is recognised only to the extent that it is
highly probable that a significant reversal in the
amount of cumulative revenue recognised will not
occur. Based on historical experience, returns related
to quality claims are rare and not material.
Accordingly, no material refund liability or asset for
the right to recover returned goods has been
recognised as at the reporting date.
Hotel and
restaurant
services
Invoices for hotel and restaurant services are issued on
the moment the services are consumed (i.e. at check-
out) and usually are paid at check-out.
Revenue from hotel and restaurant services is
recognised over time as the services are rendered, as
the customer simultaneously receives and consumes
the benefits provided by the Group’s performance.
l) Governments grants
The government grants are initially recognised as deferred income at fair value if there is reasonable assurance that they will
be received and the Group will comply with the conditions associated with the grant; they are then recognised in profit or loss
as other income on a systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the periods
in which the expenses are recognised.
m) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(i) As a lessee
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in
the contract to each lease component based on its relative stand-alone prices. However, for the leases of property the Group
has elected not to separate non-lease components and account for the lease and non-lease components as a single lease
component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
195 | Notes to the consolidated financial statements for the year ended 31 December 2025
or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of
the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the
cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s increment al
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and
makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the
measurement of the lease liability comprise the following:
–
fixed payments, including in-substance fixed payments;
–
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
–
amounts expected to be payable under a residual value guarantee; and
–
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional
renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a
lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a chang e
in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amoun t
expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-
of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets in “Property, plant and equipment” and lease liabilities separately in the statement of
financial position.
(ii) Short-term and low-value leases
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value (up to 20 thousand
RON) and short-term leases (up to 1 year). The Group recognises the lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
n) Finance income and finance costs
The Group’s finance income and finance costs include:
• interest income;
• interest expense;
• the foreign currency gain or loss on financial assets and financial liabilities;
• the net gain or loss on financial assets at FVTPL.
Interest income or expense is recognised using the effective interest method.
The “effective interest rate” is the rate that exactly discounts estimated future cash payments or receipts through the expected
life of the financial instrument to:
•
the gross carrying amount of the financial asset; or
•
the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset
(when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become
credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the
amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts
to a gross basis.
o) Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to
a business combination, or items recognised directly in equity or in other comprehensive income.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
196 | Notes to the consolidated financial statements for the year ended 31 December 2025
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment
to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best
estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from
dividends.
( ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
-
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss;
-
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the
Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse
in the foreseeable future; and
-
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are
determined based on business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are
reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable
that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using
tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
p) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax
effects, are recognised as a deduction from equity.
Share premium
Share premium is classified as equity. It represents the excess of the proceeds received over the nominal value of the shares
issued. Incremental costs directly attributable to the issue of shares, net of any related tax effects, are deducted from share
premium to the extent they relate to the excess amount.
Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the year and excluding treasury shares (note 15).
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of
all dilutive potential ordinary shares.
q) Business Combinations
Business combinations are accounted for using the acquisition method in accordance with IFRS 3 – Business Combinations.
The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition-date fair
value, and the amount of any non-controlling interest in the acquiree.
Identifiable assets acquired and liabilities assumed in a business combination are recognised at their acquisition-date fair
values. Goodwill is recognised when the consideration transferred exceeds the fair value of the identifiable net assets acquired.
If the consideration is lower than the fair value of the net assets acquired, the resulting gain is recognised in profit or lo ss.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
197 | Notes to the consolidated financial statements for the year ended 31 December 2025
r) Adoption of new and revised International Financial Reporting Standards (IFRS) and Interpretations as
adopted by the European Union (EU)
As from 1 January 2025, the Company adopted all changes to IFRS Accounting Standards as adopted by the European
Union which are relevant to its operations. This adoption did not have a material effect on the Company’s separate financial
statements.
The following new or amended IFRS Accounting Standards and interpretations have been issued by the International
Accounting Standards Board (“IASB”) but are not yet effective for annual periods beginning on 1 January 2025. The
Company does not plan to early adopt these new or amended standards and interpretations.
New or amended IFRS Accounting Standards and interpretations adopted by the EU
• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments, effective
for annual periods beginning on or after 1 January 2026. The Company is currently assessing the impact of these
amendments and does not expect them to have a material impact on the separate financial statements.
• Annual Improvements to IFRS Accounting Standards – Volume 11, effective for annual periods beginning on
or after 1 January 2026. The Company does not expect these amendments to have a material impact on the
separate financial statements.
• Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity, effective for
annual periods beginning on or after 1 January 2026. The Company does not expect these amendments to have a
material impact on the separate financial statements.
• IFRS 18 Presentation and Disclosure in Financial Statements, effective for annual periods beginning on or
after 1 January 2027. IFRS 18 is expected to impact the presentation and disclosure of the Company’s separate
financial statements. The Company is currently assessing the detailed impact of this standard.
New or amended IFRS Accounting Standards and interpretations not adopted by the EU
• IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective for annual periods beginning on or
after 1 January 2027. The Company is currently assessing the impact of this standard.
• Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency, effective for annual
periods beginning on or after 1 January 2027. The Company does not expect these amendments to have a material
impact on the separate financial statements.
• Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture, effective date postponed indefinitely. The Company does not expect these amendments to have
a material impact on the separate financial statements.
Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
198 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 7. Property, plant and equipment
Movements in the carrying amount of property, plant and equipment from 1 January 2024 to 31 December 2025 were as follows:

| Assets under | Land | Buildings and | Equipment | Vehicles | Other | Grape vines | Total
| construction |  | constructions |  |  |  |  |
Cost |  |  |  |  |  |  |  |
Balance at 1 January 2025 | 5,325,970 | 24,741,732 | 198,279,981 | 212,153,241 | 16,549,033 | 10,297,376 | 69,874,014 | 537,221,347
Additions | 55,475,700 | 1,827,089 | 2,215,293 | 17,216,365 | 306,904 | 79,450 | 696,406 | 77,817,207
Acquisitions through business | 308,491 | 22,862 | - | 192,500 | - | 6,688 | 318,867 | 849,408
combinations |  |  |  |  |  |  |  |
Transfers | (41,142,825) | (611,377) | 9,892,649 | 27,673,522 | 3,628,513 | 559,518 | - | -
Disposals |  | (2,660) | (1,298,131) | (5,574,463) | (881,395) | (238,604) | - | (7,995,253)
Effect of movement in exchange rates | 1,145,357 | 136,820 | (758,159) | 1,657,301 | (1,580,272) | 32,718 | 257,057 | 890,822
Balance at 31 December 2025 | 21,112,693 | 26,114,466 | 208,331,633 | 253,318,466 | 18,022,783 | 10,737,146 | 71,146,344 | 608,783,531
Accumulated depreciation and impairment losses |  |  |  |  |  |  |  |
Balance at 1 January 2025 | - | 1,072,950 | 107,738,058 | 91,962,624 | 12,625,804 | 8,755,471 | 19,838,521 | 241,993,428
Depreciation for the year | - | 350,317 | 8,524,198 | 15,637,143 | 3,440,537 | 830,489 | 3,319,874 | 32,102,558
Impairment loss, net | - | - | (80,143) | (304) | - | - | - | (80,447)
Disposals | - | - | (78,175) | (3,736,694) | (837,468) | (171,643) | (8,223) | (4,832,203)
Effect of movement in exchange rates | - | (26,711) | (390,973) | (115,101) | 21,157 | 57,197 | 226,200 | (228,231)
Balance at 31 December 2025 | - | 1,396,556 | 115,712,965 | 103,747,668 | 15,250,030 | 9,471,514 | 23,376,372 | 268,955,105
Carrying amounts |  |  |  |  |  |  |  |
At 1 January 2025 | 5,325,970 | 23,668,782 | 90,541,923 | 120,190,617 | 3,923,229 | 1,541,905 | 50,035,493 | 295,227,919
At 31 December 2025 | 21,112,693 | 24,717,910 | 92,618,668 | 149,570,798 | 2,772,753 | 1,265,632 | 47,769,972 | 339,828,426

Purcari Wineries Annual Report 2025 | Consolidated Financial Statements
199 | Notes to the consolidated financial statements for the year ended 31 December 2025

| Assets under | Land | Buildings and | Equipment | Vehicles | Other | Grape vines | Total
| construction |  | constructions |  |  |  |  |
Cost |  |  |  |  |  |  |  |
Balance at 1 January 2024 | 7,472,105 | 14,843,225 | 173,987,427 | 170,625,864 | 13,161,020 | 9,397,626 | 51,640,634 | 441,127,901
Additions | 52,909,678 | 261,042 | 3,730,521 | 2,519,712 | 1,161,110 | 181,439 | 923,814 | 61,687,316
Acquisitions through business | 584,590 | 3,437,230 | - | 29,770 | - | - | 9,075,885 | 13,127,475
combinations |  |  |  |  |  |  |  |
Transfers | (55,256,421) | 5,998,815 | 9,082,548 | 30,839,754 | 3,869,062 | 695,692 | 4,770,550 | -
Disposals | - | - | (603,103) | (3,038,604) | (1,326,859) | (43,331) | 1,168,035 | (3,843,862)
Derecognition - deconsolidation | - | - | (361,301) | (841,323) | (555,372) | (34,860) |  | (1,792,856)
Effect of movement in exchange rates | (383,982) | 201,420 | 12,443,889 | 12,018,068 | 240,072 | 100,810 | 2,295,096 | 26,915,373
Balance at 31 December 2024 | 5,325,970 | 24,741,732 | 198,279,981 | 212,153,241 | 16,549,033 | 10,297,376 | 69,874,014 | 537,221,347
Accumulated depreciation and impairment losses |  |  |  |  |  |  |  |
Balance at 1 January 2024 | - | 893,913 | 89,001,089 | 70,923,820 | 10,348,777 | 7,941,553 | 14,290,912 | 193,400,064
Depreciation for the year | - | 153,099 | 7,397,548 | 13,549,153 | 2,237,765 | 795,073 | 3,081,916 | 27,214,554
Impairment loss, net | - | - | (80,362) | - | - | - | - | (80,362)
Disposals | - | - | (343,583) | (2,572,717) | (512,312) | (38,024) | 493,979 | (2,972,657)
Derecognition - deconsolidation | - | - | (241,959) | (998,221) | (267,967) | (31,757) | - | (1,539,904)
Effect of movement in exchange rates | - | 25,938 | 12,005,325 | 11,060,589 | 819,541 | 88,626 | 1,971,714 | 25,971,733
Balance at 31 December 2024 | - | 1,072,950 | 107,738,058 | 91,962,624 | 12,625,804 | 8,755,471 | 19,838,521 | 241,993,428
Carrying amounts |  |  |  |  |  |  |  |
At 1 January 2024 | 7,472,105 | 13,949,312 | 84,986,338 | 99,702,044 | 2,812,243 | 1,456,073 | 37,349,722 | 247,727,837
At 31 December 2024 | 5,325,970 | 23,668,782 | 90,541,923 | 120,190,617 | 3,923,229 | 1,541,905 | 50,035,493 | 295,227,919

Purcari Wineries PCL | Consolidated Financial Statements
200 | Notes to the consolidated financial statements for the year ended 31 December 2025
As at 31 December 2025 property, plant and equipment includes right-of-use assets of RON 8,040,377 (2024: RON
7,407,549) related to leased land, buildings and vehicles (Note 17) which were included in each of the categories of the table
above.
The property, plant and equipment of the Group are located in the following countries:

| 31 December | 31 December
| 2025 | 2024
Republic of Moldova | 232,991,193 | 201,261,010
Romania | 49,974,021 | 43,323,448
Bulgaria | 56,863,212 | 50,643,461
Total | 339,828,426 | 295,227,919

Depreciation charge
Depreciation charge is included in the following financial statement captions:

| 2025 | 2024
Cost of sales (Note 21) | 15,167,620 | 11,975,581
General and administrative expenses (Note 23) | 5,646,809 | 5,613,405
Inventories | 10,928,477 | 9,283,645
Unallocated overheads | 359,652 | 341,923
Total | 32,102,558 | 27,214,554

Security
The carrying amount of property, plant and equipment that is subject to a registered debenture to secure bank loans is
disclosed in Note 16 to the consolidated financial statements. The Group is not involved in any legal disputes that may
restrict its ability to use or dispose of its properties.
Net (loss)/ gain from disposal of property, plant and equipment and intangible assets amounts to RON (267,483) (2024:
RON 1,628,022) (Note 24).
Note 8. Acquisition of subsidiaries and put option over non-controlling interests
Acquisition of Les Terres Noires SRL
On 19 March 2025, the Group acquired 100% of the share capital of Les Terres Noires SRL for a cash consideration of EUR
68,357 (equivalent of RON 340,205), financed from internal funds. Les Terres Noires SRL is a Moldova-based company
owning approximately 17 hectares of land, including vineyards cultivated in accordance with organic production
technologies within the Protected Geographical Indication (PGI) region “Ștefan Vodă”, Republic of Moldova.
Consideration transferred
The total consideration transferred for the acquisition of 100% of the shares amounted to EUR 68,357, which was fully paid
in cash upon completion of the transaction.

| Amount
Consideration transferred | 340,205
Fair value of identifiable net assets acquired | (340,205)
Goodwill | -

As the fair value of the net identifiable assets acquired is substantially equal to the consideration transferred, no goodwil l
arose on the acquisition. As the difference between the consideration transferred and the fair value of the identifiable net
assets acquired was not material, management concluded that a detailed purchase price allocation and a separate external
valuation were not required.
Acquisition of Timbrus Estate SRL
On 28 March 2024, the Group acquired 100% of the share capital of Timbrus Estate SRL for a cash consideration of EUR
2,800,000 (equivalent of RON 13,949,616), financed from own funds. Timbrus Estate SRL is a Moldova-based company
that owns approximately 130 hectares of land, including 112 hectares of vineyards located in the village of Purcari. The
company’s main activity is the production, bottling, and sale of wines. Through this acquisition, the Group is further
strengthening its position in the Ștefan Vodă Protected Geographical Indication (PGI) wine region and extend the company
portfolio.
Purcari Wineries PCL | Consolidated Financial Statements
201 | Notes to the consolidated financial statements for the year ended 31 December 2025
Consideration transferred
The amount paid by the Group for 100% shareholding amounted EUR 2,800,000 which were fully paid at the reporting date.
Identifiable assets acquired and liabilities assumed
The identifiable assets acquired, and liabilities assumed are presented below at their acquisition-date fair values, based on a
Purchase Price Allocation (PPA) report. The Group has engaged third-party professionals to perform the PPA report.

| Book value | Fair Value | Fair value
|  | Adjustments |
Property, plant and equipment | 5,473,065 | 9,060,417 | 14,533,481
Intangible assets | 33,693 | 836,389 | 870,083
Inventories | 2,047,187 | - | 2,047,187
Trade and other receivable | 1,180,953 | (793,526) | 387,427
Other assets | 127,506 | - | 127,506
Loan and borrowings | (2,448,108) | - | (2,448,108)
Trade and other payable | (1,567,960) | - | (1,567,960)
Total identifiable net assets acquired | 4,846,336 | 9,103,280 | 13,949,616

The gross contractual amount for trade receivable is 4,5 million MDL, and they were subsequently impaired in total amount
of 3,2 million MDL.
Result from Purchase
Acquisition resulted in no goodwill or gain from bargain purchases. The calculation is presented below:
Amount
Consideration transferred
13,949,616
Fair value of identifiable net assets acquired
(13,949,616)
Goodwill
-
Acquistion of Hta Purcari Icecek Dis Ticaret Limited Sirketi
The Group acquired on 15 January 2024 a 90% stake in the newly established company HTA Danişmanlik Turizm Diş
Ticaret Limited Şirketi in Republic of Türkiye for a cash consideration of Turkish Lira 45,000 financed from own funds.
On 17 November 2024, the Group approved the renaming of the subsidiary to HTA PURCARI İÇECEK DIŞ TİCARET
LIMITED ŞİRKETİ.
The remaining 10% equity interest was transferred to the Group during 2025.
This acquisition represents a strategic step toward expanding the Group’s footprint and market position in Turkey, as well
as in the broader Middle East and Africa region. It also reinforces the Group’s commitment to exploring new markets and
strengthening its international presence.
Acquisition of Angel’s Estate SA
On 10 October 2022, the Company acquired a 76% stake in the share capital of Angel’s Estate SA, a winery domiciled in
Bulgaria. The main activity of the acquired company is the production, bottling and sale of wines. The amount payable by
the Company for the acquisition of 76% of shares of Angel’s Estate SA amounted to EUR 1,750,000, of which EUR
1,000,000 were paid after the completion of transaction and the deferred amount of EUR 750,000 was paid in October 2023.
The acquired company was making losses for many years in a row and its technology and equipment were out-of-date. As
a result, the Company will need to make significant investments in technological developments in order to turn around
Angels Estate SA, making it profitable a s its other subsidiaries. This is why the acquisition was made at a low purchase price
compared to its assets value.
Purcari Wineries PCL | Consolidated Financial Statements
202 | Notes to the consolidated financial statements for the year ended 31 December 2025
Put option over non-controlling interests of Angel’s Estate SA
As part of the acquisition arrangement, the Group entered into contractual agreements with the non-controlling shareholders
that include both a written put option and a call option over the remaining shares. The put option grants the non-controlling
shareholders the right to sell their shares to the Group, while the call option provides the Group with the right to acquire
those shares. Both options are exercisable within the period from 2028 to 2032.
Although the put and call options are symmetrical in form and, when combined, resemble a forward contract, the exercise
price is determined using a variable pricing mechanism. The price is based on a valuation model reflecting expected future
financial performance of Angel’s Estate SA (including projected revenues) and discounted using a risk-adjusted rate.
Management has assessed the arrangement in accordance with IFRS 10 and concluded that, due to the variable nature of the
pricing mechanism, the non-controlling interests retain exposure to substantially all of the variability in the fair value of the
underlying ownership interests. Accordingly, non-controlling interests are considered to retain present access to the returns
associated with their ownership interests.
The non-controlling interests continue to be recognized within equity and are attributed their share of profit or loss and other
comprehensive income in accordance with their ownership interests.
The written put option over non-controlling interests gives rise to a financial obligation for the Group to acquire the shares
in the future if the option is exercised. This obligation is recognised at the present value of the expected redemption amount,
with a corresponding adjustment recognised within equity in “Other reserves”, in accordance with the Group’s accounting
policy for transactions with non-controlling interests. Subsequent changes in the measurement of the put option are
recognised within equity and do not affect profit or loss.
The subsequent measurement was recognized within equity in “Other reserves”. As at 31 December 2025 the put liability
was estimated at RON 10,472,961 (2024: RON 8,460,102) and its fair value measurement has been categorized as a Level
3 fair value based on the inputs to the valuation technique used (see Note 5b). The following table shows the value estimate
of the put option based on the valuation techniques used in measuring fair value as of 31 December 2025, as well as the
significant unobservable inputs used. There were no transfers between levels. Any fair value changes are included in other
reserves in equity.
The initial fair value estimate valuation of the put option was performed by a certified ANEVAR valuator, at Company’s
request. The ANEVAR standards are in line with the International Valuation Standards (IVS). A subsequent valuation as at
31 December 2025 was performed by the Group’s management.

Valuation | The Present Value: The valuation model considers the present value of equity, calculated based on |  |  |
technique | agreed formulae and using estimated revenue to be generated by the entity in the year preceding the |  |  |
| year of exercise of put option, discounted using a risk-adjusted discount rate (WACC). |  |  |
Significant | • | Expected year of exercise (2028); |  |
unobservable | Revenue in the year preceding year of exercise – RON 31,534,358 (EUR equivalent 6,187,090). |  |
inputs | Revenue changed because the assumptions were updated to reflect the actual results for 2024, |  |
| and the strategic vision of Angel’s Estate SA as outlined in Purcari Wineries’ ‘2027 – 2X by |  |
|  | 200’ plan. |  |
| • | Additional loan threshold – RON 10,193,600 (EUR equivalent 2,000,000) The loan threshold |  |
| amount was changed due to the actual loan balance in 2024 and subsequent expectations based |  |
| on the investments to be made. |  |
| • | State subsidies received – RON 6,393,779 (EUR equivalent 1,254,469). The amount of subsides |  |
| received changed in comparison with prior year amount due to the current situation of subsidies |  |
|  | and future developments. |  |
| • | Risk-adjusted discount rate (10.10%). |  |
Inter-relationship | The estimated fair value would increase (decrease) by: |  |
between key |  |  |  |
unobservable | • | RON 89,207 | / (RON | 89,207) if the revenue in the year preceding year of exercise were higher
inputs and fair |  | (lower) by 1%; or |  |
value measurement | • | RON 408,195 | / (RON 384,790) | if the risk-adjusted discount rate was lower (higher) by 1pp.

For comparison, the key inputs and sensitivity analysis used in the valuation of the put option as at 31 December 2024 are
presented below. These assumptions reflected management’s expectations and available information at that reporting date
and were subsequently updated in the 2025 valuation to incorporate actual 2024 results and revised strategic expectations.
Purcari Wineries PCL | Consolidated Financial Statements
203 | Notes to the consolidated financial statements for the year ended 31 December 2025
Significant
unobservable
inputs
• Expected year of exercise (2028);
Revenue in the year preceding year of exercise – RON 30,083,246 (EUR equivalent 6,044,089).
Revenue changed because the assumptions were updated to reflect the actual results for 2024,
and the strategic vision of Angel’s Estate SA as outlined in Purcari Wineries’ ‘2027 – 2X by
200’ plan.
• Additional loan threshold – RON 9,954,600 (EUR equivalent 2,000,000) The loan threshold
amount was changed due to the actual loan balance in 2024 and subsequent expectations based
on the investments to be made.
• State subsidies received – RON 6,665,313 (EUR equivalent 1,339,142). The amount of subsides
received changed in comparison with prior year amount due to the current situation of subsidies
and future developments.
• Risk-adjusted discount rate (10.10%).
Inter-relationship
between key
unobservable
inputs and fair
value measurement
The estimated fair value would increase (decrease) by:
•
RON 135,671 / (RON 132,984) if the revenue in the year preceding year of exercise were
higher (lower) by 1%; or
•
RON 411,424 / (RON 436,448) if the risk-adjusted discount rate was lower (higher) by 1pp.
The Company also has a call option over the non-controlling interests of Angel’s Estate SA, that allows it to buy from
minority shareholders their shares between years 2028 and 2032. Call option along with put option is consider symmetrical
and as such treated as forward contract and both recognised in NCI with the respective put option redemption liability.
Note 9. Equity instruments measured at fair value through profit or loss
The movement in equity instruments at fair value through profit or loss for the years ended 31 December 2025 and
31 December 2024 is as follows:

| 2025 | 2024
Balance at 1 January | 7,795,841 | 5,099,925
Change in fair value (Note 25) | 5,549,835 | 2,709,244
Effect of movements in exchange rates | 272,915 | (13,328)
Balance at 31 December | 13,618,591 | 7,795,841

8Wines Czech Republic s.r.o.
On 13 May 2021, the Company purchased a 10.00% ownership interest in 8Wines Czech Republic s.r.o. (“8Wines”), a
Czech-based fast-growing online retail platform. The Group does not have significant influence over 8Wines and is not
involved in its management. Accordingly, the ownership interest in 8Wines is classified as an equity instrument mandatorily
measured at fair value through profit or loss, as the Group did not make an irrevocable election at initial recognition to
present subsequent fair value changes in other comprehensive income.
As at 31 December 2025, the fair value of the investment amounted to RON 13,618,591 (31 December 2024: RON
7,795,841).
As at 31 December 2025, the fair value measurement of the investment in 8Wines was categorised within Level 3 of the fair
value hierarchy, based on the inputs to the valuation technique used (see Note 5 b). There were no transfers between levels
of the fair value hierarchy during the year.
The fair value measurement is performed annually by the Group’s management using a discounted cash flow model. The
valuation model is based on the latest available financial information of 8Wines and management forecasts. The key
assumptions, including forecast free cash flows, risk-adjusted discount rate and terminal growth rate, are reviewed by
management. Changes in fair value compared with the prior year are analysed by reference to updated cash flow forecasts,
changes in valuation assumptions, net debt and foreign exchange movements. The valuation is reviewed and approved by
management before inclusion in the financial statements.
The increase in fair value during 2025 was mainly driven by the updated valuation model, including the decrease in the risk-
adjusted discount rate to 9.95%, which increased the present value of forecast cash flows and terminal value. The movement
also reflects the effect of year-end foreign exchange translation.
The following table shows the valuation technique used in measuring fair value as at 31 December 2025, as well as the
significant unobservable inputs used .
Purcari Wineries PCL | Consolidated Financial Statements
204 | Notes to the consolidated financial statements for the year ended 31 December 2025

Valuation | Discounted cash flows: the valuation model considers the present value of the net cash flows |  |
technique | expected to be generated by 8Wines, discounted using a risk-adjusted discount rate. The model is |  |
| based on forecast free cash flows for the period 2026-2030 and a terminal value calculated thereafter |  |
| using a terminal growth rate. The enterprise value is adjusted for net debt to determine the equity |  |
| value attributable to shareholders. The Group’s ownership interest of 10.00% is then applied to |  |
| determine the fair value of the investment. |  |
Significant | ➢ | Present value of forecast free cash flows for 2026-2030 of RON 24,952,684; risk-adjusted |
unobservable | discount rate of 9.95%; terminal growth rate of 3.00%. |
inputs | ➢ | Risk-adjusted discount rate (9.95%); |
| ➢ | Terminal growth rate (3.00%). |
Basis for | Forecast free cash flows are based on management’s expectations for 8Wines, including |
determining | assumptions regarding revenue growth, gross margin, fixed general and administrative expenses, |
significant | depreciation, capital expenditure and working capital requirements. The risk-adjusted discount rate |
unobservable | reflects market participant assumptions regarding the time value of money and risks specific to the |
inputs | business. The terminal growth rate reflects management’s estimate of sustainable long-term growth |
| after the explicit forecast perio d. |
Inter-relationship | The estimated fair value increases when forecast free cash flows or the terminal growth rate increase, |
between key | or when the risk-adjusted discount rate decreases. Conversely, the estimated fair value decreases |
unobservable | when forecast free cash flows or the terminal growth rate decrease, or when the risk-adjusted discount |
inputs and fair | rate increases. The quantitative sensitivity analysis is presented below. |
value | The estimated fair value would increase (decrease) by: |
measurement |  |  |
Forecast free cash | RON 24,912 | (RON | 24,912) if the expected cash flows were higher (lower) by 1%;
flows |  |  |
Risk-adjusted | RON 2,645,800 (RON |  | 1,973,855) if the risk-adjusted discount rate was lower (higher) by 1pp
discount rate |  |  |
Terminal growth | RON 2,128,012 (RON |  | 1,592,663) if the terminal growth rate was higher (lower) by 1pp.
rate or decreasing the respective rate by 1 percentage point. |  |  |
The sensitivity analysis was calculated by changing each significant unobservable input individually by the reasonably |  |  |
possible change disclosed above, while holding all other inputs constant, and recalculating the fair value using the same discounted cash flow model. The sensitivity to forecast free cash flows was calculated by increasing or decreasing forecast |  |  |
free cash flows by 1%. The sensitivity to the risk-adjusted discount rate and terminal growth rate was calculated by increasing |  |  |

| Currency | Interest Note 10. Loans receivables | Year of |  | 31 December Fair value changes are recognized in profit or loss within finance income. |  | 31 December
|  | rate | maturity |  | 2025 As at 31 December 2025 and 31 December 2024 loans receivables are as follows: |  | 2024
|  |  |  | Non- | Current | Non- | Current
|  |  |  | current | portion | current | portion
|  |  |  | portion |  | portion |
8Wines s.r.o. | EUR | 3.0% | 2026 | - | 390,653 | - | 380,018
8Wines s.r.o. | EUR | 6.0% | 2026 | - | 2,119,124 | - | 2,051,005
Total loan receivables |  |  |  | - | 2,509,777 |  | 2,431,023

The loans granted to 8Wines s.r.o. are secured up to EUR 1,239,669 by a pledge over the entire inventory of goods—wine
bottles—held by 8Wines s.r.o.
The Group assessed that the expected credit loss (ECL) on loans to 8Wines s.r.o. is not material and, therefore, was not
recognized in the financial statements.
The market risk and credit risk are disclosed in Note 29 of the consolidated financial statements.
Purcari Wineries PCL | Consolidated Financial Statements
205 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 11. Intangible assets
The movements in intangible assets from 1 January 2025 to 31 December 2025 are the following:

| 2025 | 2024
Cost at 1 January | 8,419,833 | 20,157,932
Additions |  |
Purchase | 1,871,374 | 202,504
Acquisitions through business combination | - | 731,358
Disposals | (138,442) | (11,202)
Deconsolidation | - | (13,021,427)
Effect of movement in exchange rates | (87,517) | 360,668
Cost at 31 December | 10,065,248 | 8,419,833
Accumulated amortization at 1 January | 3,759,565 | 4,616,383
Amortization for the year | 830,869 | 1,459,500
Disposals | (138,442) | (11,202)
Deconsolidation | - | (2,277,909)
Effect of movement in exchange rates | 66,670 | (27,207)
Accumulated amortization at 31 December | 4,518,662 | 3,759,565
Carrying amounts |  |
At 1 January | 4,660,268 | 15,541,549
At 31 December | 5,546,586 | 4,660,268

Intangible assets are represented by customer relationships, trademarks, technological instructions, licenses, software and
other. No intangible assets are subject to a registered debenture to secure bank loans.
The amortization was allocated to General and administrative expenses, Cost of sales, Inventories and Unallocated
overheads.
Note 12. Trade and other receivables
As at 31 December 20 25 and 31 December 2024, trade and other receivables were as follows:
31 December
2025
31 December
2024
Financial receivables
Trade receivables
128,372,568
96,167,134
Trade receivables due from related parties (Note 31)
-
1,574
Expected credit loss provision for trade receivables (Note 29)
(3,441,297)
(3,286,378)
Total financial receivables
124,931,271
92,882,330
Non-financial receivables
Other receivables
492,183
279,965
VAT receivables
11,022,287
6,325,544
Other taxes receivables
549,394
1,578,446
Excise receivables
52,092
37,613
Total non-financial receivables
12,115,956
8,221,568
Total trade and other receivables
137,047,227
101,103,898
The carrying amount of trade and other receivables that is subject to a registered debenture to secure bank loans is disclosed
in Note 16 of the consolidated financial statements.
The market risk, credit risk, aging of trade receivables at the reporting date and the movement in the allowance for trade
receivables during the year are disclosed in Note 29 of the consolidated financial statements.
Purcari Wineries PCL | Consolidated Financial Statements
206 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 13. Inventories
As at 31 December 2025 and 31 December 2024 inventories were as follows:

| 31 December | 31 December
| 2025 | 2024
Raw materials |  |
Distilled alcohol | 58,174,638 | 55,843,391
Wine materials | 21,175,713 | 8,381,970
Other raw materials | 376,838 | 412,587
Total raw materials | 79,727,189 | 64,637,948
Other materials |  |
Packaging materials | 25,705,703 | 27,241,001
Other materials | 13,750,720 | 14,878,404
Chemicals | 2,844,525 | 2,451,583
Total other materials | 42,300,948 | 44,570,988
Semi-finished products |  |
Wine in barrels | 160,859,693 | 137,744,923
Divin in barrels | 6,903,616 | 7,659,178
Brandy in barrels | 120,573 | 146,557
Total semi-finished products | 167,883,882 | 145,550,658
Bottled finished goods |  |
Wine | 50,506,168 | 43,559,190
Divin | 885,008 | 731,481
Other finished goods | 1,093,592 | 999,444
Brandy | 199 | 17,588
Total bottled finished goods | 52,484,967 | 45,307,703
Total inventories | 342,396,986 | 300,067,297

The carrying amount of inventories subject to a registered debenture to secure bank loans is disclosed in Note 16 of the
consolidated financial statements. The write-off of obsolete and slow-moving inventories recognized as an expense during
the year is RON 363,420. The reversal of write-down for obsolete stocks recognized in 2024, amounting to RON 1,425,120,
was driven by the utilization of previously written-down materials and packaging in the production process and other
operational activities (Note 24).
The consumption of inventories recognized in cost of sales amounts RON 202,570,331 (2024: RON 167,312,242) (Note
21).
Note 14. Cash and cash equivalents
As at 31 December 2025 and 31 December 2024 cash and cash equivalents were as follows:

| 31 December | 31 December
| 2025 | 2024
Bank accounts | 14,381,056 | 14,438,491
Petty cash | 146,887 | 284,874
Short-term interest-bearing deposits | 4,685,272 | 6,539,984
Expected Credit Loss Provision | (75,152) | (559,865)
Total cash and cash equivalents | 19,138,063 | 20,703,484

Cash and cash equivalents consist of cash in hand, current accounts and short-term deposits with banks, which are at the free
disposal to the Group. The carrying amount of cash and cash equivalents that is subject to a registered debenture to secure
bank loans is disclosed in Note 15 to the consolidated financial statements. The market risk and credit risk are disclosed in
Note 29 to the consolidated financial statements.
For ECL estimation for exposures to local and foreign banks where spot or term placements are made, the Group uses the
rating provided by the International Rating Agency Standard & Poor′s of the home bank/ country to determine the PD. The
PD is linked to the ratings and updated based on public information provided by raking agencies in their corporate default
rate reports. To estimate ECL, the Group applies the minimum PD between the PD 12 months and the maturity of the
investment.
Purcari Wineries PCL | Consolidated Financial Statements
207 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 15. Equity attributable to owners of the Company
2025
2024
(in shares)
On issue at 1 January
40,353,294
40,117,500
Share option exercised
658,486
235,794
On issue at 31 December
41,011,780
40,353,294
Authorized – par value
EUR 0.01
EUR 0.01
Shareholders structure
As of 31 December 2025, the share capital structure and the ownership of registered shares was as follows:

| Number of shares | % of ownership
Maspex Romania SRL | 30,033,749 | 73.2320%
Amboselt Universal Inc | 6,099,123 | 14.8716%
Others | 4,878,908 | 11.8964%
Total | 41,011,780 | 100%

As of 31 December 2024, the share capital structure and the ownership of registered shares was as follows:

| Number of shares | % of ownership
Amboselt Universal Inc. | 8,099,123 | 20.0705%
Dealbeta Investments | 3,172,754 | 7.8624%
Magna Umbrela Fund PLC&Oaks Emerging Umbrela Fund | 3,066,532 | 7.5992%
Clairmont Holdings Limited&Leo Overseas Limited | 2,525,677 | 6.2589%
Conseq | 2,397,920 | 5.9424%
Magna Umbrela Fund PLC | 2,238,410 | 5.5470%
Paval Holding | 2,005,875 | 4.9708%
Others | 16,847,003 | 41.7488%
Total | 40,353,294 | 100%

Share capital and share premium
On 28 April 2022, the shareholders unanimously approved the increase of the authorised share capital of the Company from
EUR 410,000.00 divided into 41,000,000 shares of nominal value EUR 0.01 each to EUR 430,000.00 divided into
43,000,000 shares of nominal value EUR 0.01 each.
The Company has a Management Incentive Programme, initially approved in 2019 and subsequently revised, which allows
managers and employees to exercise their stock options until 2030.
During 2025, nineteen participants exercised a total of 1,307,300 stock options (2024: 673,000 options at an exercise price
of RON 10 per share).
Of the options exercised during 2025, 98,500 were at an exercise price of RON 10 per share, 1,090,800 at RON 15 per share,
and 118,000 at RON 20 per share.
Of the total options exercised in 2025, 31,500 were exercised through cash payment at the respective exercise prices. For
the remaining 1,275,800 options, participants elected the discounted exercise method. Under this method, a net number of
346,150 shares was issued, representing the intrinsic value of the exercised options, with the corresponding amount
transferred from the share premium reserve.
Thus, on 13 November 2025 the Directors of the Company unanimously resolved that, based on the authority granted by the
Company’s shareholders, as per resolution dated 23 May 2025, the Company be authorized:
i) to issue and allot additional 7,500 shares of nominal value EUR 0.01 each, issued at a premium of EUR 1.95672
for a total subscription amount of RON 75,000.00 (equivalent of EUR 14,675.40).
ii) to issue and allot additional 24,000 shares of nominal value EUR 0.01 each, issued at a premium of EUR 2,94008
for a total subscription amount of RON 360,613 (equivalent of EUR 70,561.92).
iii) to issue and allot, free of charge and by using its share premium reserves, the additional 346,150 shares of nominal
value EUR 0.01 each, issued at a discount of EUR 0.01 (total issuance price is zero).
Purcari Wineries PCL | Consolidated Financial Statements
208 | Notes to the consolidated financial statements for the year ended 31 December 2025
On 22 May 2024, the Company’s shareholders approved the Management Incentive Program 2024-2027 mainly targeting
members of the Group’s senior management team and the performance criteria for the award of up to 802,000 shares in the
Company to the Beneficiaries.
Details regarding the Management Incentive Programmes, past and current, are disclosed in Note 27 of the consolidated
financial statements.
The Program comprised of the following:
a) award of up to 802,000 shares of the Company shares in the Company to the Beneficiaries, free of charge, with annual
vesting (i.e. ¼ vests at the end of each year) and subject to relevant performance indicators; and
b) award of stock options to the Beneficiaries in the following amounts: up to 802,000 Options at a strike price of RON 15,
1,002,000 Options at a strike price of RON 20 and 1,203,000 Options at a strike price of RON.
Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nomina l
value of shares. Share premium account can only be resorted to limited purposes, which do not include the distribution of
dividends and is otherwise subject to the provisions of the Cyprus Companies Law on reduction of share capital.
At the reporting date, the issued share capital of the Company is comprised of 41,011,780 ordinary shares with nominal
value EUR 0.01 each. All issued shares are fully paid. All shares rank equally with regard to the Company's residual assets.
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings
of the Company.
As of 31 December 2025, the share capital amounts to RON 2,065,559 (31 December 2024: RON 2,032,198).
As of 31 December 2025, the share premium amounts to RON 51,269,120 (31 December 2024: RON 45,503,042).
Capital reserve
Capital reserve was created by the Parent Company with the aim of covering potential losses from the activity of the Parent
Company. The amount of capital reserves is RON 69,102,693 (31 December 2024: RON 69,102,693).
Treasury share reserve
During 2025, the Company did not allocate any shares to management or employees. The Long-Term Share Incentive Plan
for the period 2020–2024 had already concluded in the prior year.
In 2025, the Company did not acquire any own shares and there were no exercises of stock options, no shares allocated to
employees, and no other treasury share transactions during the year. As a result, the treasury shares reserve remained nil
throughout the year.
Other reserves
In 2025 the Company accounted for equity-settled share-based payments in amount of RON 3,897,982 (2024: RON
1,876,854) in connection with the Management Incentive Programs 2020-2024 and 2024-2027 (see Note 27) and offset the
amount of RON 2,935,771 (2024: RON 389,790) for shares allocated to employees.
In 2025 the fair value of stock options exercised during the year amounting to RON 1,329,350 was credited to the Share
premium account.
In 2025 the Company also accounted in other reserves for put option over non-controlling interests in the amount of RON
(1,774,466) (2024: RON 1,267,587), please refer to Statement of Changes in Equity
As of 31 December 2025, the Other reserves amounts to RON (4,838,579) (31 December 2024: RON (2,492,006)).
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation to the presentation currency.
Dividends
During 2025 the Company declared and paid dividends in amount of RON 0.65 per share (2024: RON 0.65).
Purcari Wineries PCL | Consolidated Financial Statements
209 | Notes to the consolidated financial statements for the year ended 31 December 2025
Earnings per share
The calculation of earnings per share has been based on the following profit attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding:
2025
2024
Profit for the year, attributable to owners of the Company
52,169,443
55,681,269
Issued ordinary shares at 1 January
40,353,294
40,117,500
Effect of bonus shares issued
145,844
-
Effect of treasury shares held
-
(74,310)
Effect of share options exercised
97,025
235,794
Weighted-average number of ordinary shares outstanding at 31 December
40,596,163
40,278,984
Earnings per share – basic and diluted
1.29
1.38
In 2025, the Company increased its share capital by issuing and allotting an additional 658,486 shares, arising from
commitments related to the exercised option (Note 28).
Note 16. Borrowings
This note provides information about the contractual terms of the Group's interest-bearing borrowings, which are measured
at amortized cost. For more information about the Group's exposure to interest rate, foreign currency and liquidity risk, see
Note 29 to the consolidated financial statements.
As at 31 December 2025 and 31 December 2024, borrowings were as follows:

| 31 December 2025 | 31 December 2024
Non-current liabilities |  |
Secured bank loans | 123,949,558 | 121,907,055
Total non-current portion | 123,949,558 | 121,907,055
Current liabilities |  |
Current portion of secured bank loans | 155,239,709 | 80,235,781
Total current portion | 155,239,709 | 80,235,781
Total borrowings | 279,189,267 | 202,142,836

The movements of borrowings for the years ended 31 December 2025 and 31 December 2024 were as follows:

| 2025 | 2024
Balance at 1 January | 202,142,836 | 140,832,436
Proceeds from borrowings | 287,547,094 | 272,217,253
Repayment of borrowings | (218,146,435) | (214,184,803)
Interest expense (Note 26) | 10,766,794 | 9,978,264
Interest paid | (11,271,538) | (9,334,777)
Effect of movement in exchange rates | 8,150,516 | 2,634,463
Balance at 31 December | 279,189,267 | 202,142,836

Security
As at 31 December 2025 and 31 December 2024 the carrying amounts of assets that are subject to a registered debenture to
secure bank loans were as follows:
31 December 2025
31 December 2024
Property, plant and equipment
82,950,678
81,264,417
Trade and other receivable
108,815,076
62,573,028
Inventories
134,319,583
66,012,797
Cash and cash equivalents
5,356,002
7,984,992
Total
331,441,339
217,835,234
Purcari Wineries PCL | Consolidated Financial Statements
210 | Notes to the consolidated financial statements for the year ended 31 December 2025
The split of borrowings by currency at the end of the reported period was as follows:
31 December 2025
31 December 2024
EUR
256,057,508
196,481,864
RON
15,396,667
-
BGN
7,596,357
4,925,917
USD
138,735
735,055
Total borrowings
279,189,267
202,142,836
The split of borrowings by lender at the end of the reported period was as follows:
31 December 2025
31 December 2024
MAIB SA
102,110,167
112,439,956
Victoriabank SA
111,845,634
69,662,798
OTP Bank SA
12,904,792
10,062,958
BANKA DSK
7,596,357
4,925,917
UNICREDIT BANK SA
44,732,317
5,051,207
Total borrowings
279,189,267
202,142,836
Purcari Wineries PCL | Consolidated Financial Statements
211 | Notes to the consolidated financial statements for the year ended 31 December 2025
Key Terms Borrowings
Type of loan
Lender
Currency
Nominal interest
rate
Year of
maturity
31 December 2025
31 December 2024
Non-current
Current
Non-
current
Current
Secured bank loan
BC MAIB SA (1)
EUR
5%
2025
-
-
2,849,961
9,023,530
Secured bank loan
BC MAIB SA (2)
EUR
5%
2025
-
-
1,498,448
-
Secured bank loan
BC MAIB SA (3)
EUR
5%
2027
2,385,995
3,185,261
2,830,607
5,436,805
Secured bank loan
BC MAIB SA (4)
EUR
5%
2027
5,778,006
20,842,598
25,498,703
-
Secured bank loan
BC MAIB SA (5)
EUR
5%
2025
-
-
-
12,186,993
Secured bank loan
BC MAIB SA (6)
EUR
5%
2028
6,929,008
-
-
-
Secured bank loan
BC MAIB SA (7)
EUR
5%
2028
18,574,769
-
-
-
Secured bank loan
BC MAIB SA (8)
EUR
5%
2029
11,753,719
5,246,548
16,649,289
2,146,882
Secured bank loan
BC MAIB SA (9)
EUR
5%
2026
-
-
751,409
6,972,764
Secured bank loan
BC MAIB SA (10)
EUR
5%
2027
3,981,853
9,290,990
5,362,185
-
Secured bank loan
BC MAIB SA (11)
EUR
5%
2027
3,834,731
5,118,439
8,718,611
12,362,220
Secured bank loan
BC MAIB SA (12)
EUR
5%
2028
5,188,251
-
-
-
Secured bank loan
BC Victoriabank SA (1)
EUR
3%
2027
7,982,608
19,712,326
12,313,655
15,584,720
Secured bank loan
BC Victoriabank SA (2)
EUR
3%
2027
25,527,573
25,504,136
37,324,419
-
Secured bank loan
BC Victoriabank SA (3)
EUR
3%
2028
21,023,278
6,988,911
-
-
Secured bank loan
BC Victoriabank SA (4)
EUR
3%
2025
2,553,859
2,552,940
4,591,553
-
Secured bank loan
OTP Bank SA (1)
USD
5%
2025
-
-
127,737
-
Secured bank loan
OTP Bank SA (2)
USD
5%
2026
-
138,735
455,338
151,980
Secured bank loan
OTP Bank SA (3)
EUR
3%
2025
-
-
104,057
-
Secured bank loan
OTP Bank SA (4)
EUR
4%
2025
-
-
275,842
988,319
Secured bank loan
OTP Bank SA (5)
EUR
4%
2025
-
-
132,675
-
Secured bank loan
OTP Bank SA (6)
EUR
5%
2027
906,027
388,254
359,755
1,199,461
Secured bank loan
OTP Bank SA (7)
EUR
5%
2027
1,105,987
3,040,374
2,062,811
4,204,983
Secured bank loan
OTP Bank SA (8)
EUR
5%
2029
775,976
283,859
-
-
Secured bank loan
OTP Bank SA (9)
EUR
5%
2028
2,235,136
319,299
-
-
Secured bank loan
OTP Bank SA (10)
EUR
5%
2030
1,085,265
198,009
-
-
Secured bank loan
OTP Bank SA (11)
EUR
5%
2028
2,327,517
100,357
-
-
Secured bank loan
UNICREDIT BANK SA (1)
EUR
3-7%
2026
-
29,335,649
-
5,051,207
Secured bank loan
UNICREDIT BANK SA (2)
RON
3-7%
2026
-
15,396,667
-
-
Secured bank loan
BANKA DSK/ OTP Bank
BGN
4%
2026
-
7,596,357
-
4,925,917
Total borrowings
123,949,558
155,239,709
121,907,055
80,235,781
Purcari Wineries PCL | Consolidated Financial Statements
212 | Notes to the consolidated financial statements for the year ended 31 December 2025
Loan covenants
As at 31 December 2025, the Group complied with the loan covenants stipulated in its loan agreements. These covenants
include financial and non-financial requirements, such as maintaining specified levels of liquidity, debt service coverage,
leverage, equity, net debt to EBITDA and borrowing base indicators, routing a specified percentage of sales revenues
through accounts opened with the lending banks, and complying with restrictions on additional borrowings, guarantees,
assignment of receivables and profit distributions. As no covenant breaches were identified, the Group was not required to
make any early repayment of its outstanding loans, and the related borrowings were classified as current or non-current
based on their contractual repayment terms.
Note 17. Lease liabilities
The Group leases assets such as land, buildings and vehicles.
The Group’s subsidiaries Vinaria Bostavan SRL and Vinaria Purcari SRL rent land for their plantations of grape vines from
the related party Victoriavin SRL based on lease agreements. On 1 January 2018 the Group signed a new lease agreement
with Victoriavin SRL for these plots of land, where the lease period has changed to 29 years from 1 January 2018 to
31 December 2047. Lease payments are made annually until 30 November 2047. The lease term approximates the remaining
useful life of plantations of grape vines of Vinaria Bostavan SRL and Vinaria Purcari SRL. Before 1 January 2019, these
leases were classified as operating leases under IAS 17.
The Group leases vehicles under several leases, which were classified as finance leases under IAS 17 before 1 January 2019.
This note provides information about the contractual terms of the Group's lease liabilities, which are measured at amortized
cost. For more information about the Group's exposure to interest rate, foreign currency and liquidity risk, see Note 29 to
the consolidated financial statements.
As at 31 December 2025 and 31 December 2024, lease liabilities were as follows:

| 31 December | 31 December
| 2025 | 2024
Non-current liabilities |  |
Lease liabilities | 7,254,249 | 6,319,361
Total non-current portion | 7,254,249 | 6,319,361
Current liabilities |  |
Current portion of lease liabilities | 2,304,897 | 1,308,794
Total current portion | 2,304,897 | 1,308,794
Total lease liabilities | 9,559,146 | 7,628,155

The movements of lease liabilities for the years ended 31 December 2025 and 31 December 2024 were as follows:

| 2025 | 2024
Balance at 1 January | 7,628,155 | 5,811,827
New leases | 2,293,669 | 2,920,424
Repayment of lease liabilities | (1,011,425) | (991,462)
Interest expense (Note 26) | 431,666 | 520,522
Interest paid | (431,666) | (520,522)
Effect of movement in exchange rates | 648,747 | (112,634)
Balance at 31 December | 9,559,146 | 7,628,155

The split of finance lease by currency at the end of the reported period was as follows:
31 December 2025
31 December 2024
MDL
6,216,501
6,124,106
BGN
250,386
246,364
EUR
3,092,259
1,257,685
Total lease liabilities
9,559,146
7,628,15 5
Purcari Wineries PCL | Consolidated Financial Statements
213 | Notes to the consolidated financial statements for the year ended 31 December 2025
The split of finance lease by lender at the end of the reported period was as follows:
31 December 2025
31 December 2024
Victoriavin SRL
6,807,813
4,855,074
Zorile SA
1,522,065
1,679,008
Other
1,229,268
1,094,073
Total lease liabilities
9,559,146
7,628,155
Right of use assets
Land
Buildings and
constructions
Vehicles
Total
Balance at 1 January 2025
3,559,725
2,897,947
949,877
7,407,549
Additions to right-of-use assets
1,864,072
429,597
-
2,293,669
Depreciation charge for the year
(264,431)
(1,169,830)
(189,871)
(1,624,132)
Effect of movements in exchange rates
189,089
(225,798)
-
(36,709)
5,348,455
1,931,916
760,006
8,040,377
Balance at 1 January 2024
3,499,335
966,233
-
4,465,568
Additions to right-of-use assets
214,891
2,711,149
959,977
3,886,017
Depreciation charge for the year
(157,349)
(895,100)
(9,698)
(1,062,147)
Effect of movements in exchange rates
2,848
115,665
(402)
118,111
Balance at 31 December 2024
3,559,725
2,897,947
949,877
7,407,549
Note 18. Deferred income
The movement in deferred income for years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Balance at 1 January
18,914,577
15,228,211
Government grants received
2,307,567
6,487,664
Release of deferred income (Note 24)
(2,005,305)
(2,885,159)
Effect of movements in exchange rates
(211,901)
83,861
Balance at 31 December
19,004,938
18,914,577
In 2025, Vinaria Bardar, Vinaria Purcari, and Angels Estate received government financial aid related to investment support,
related to wine production, including irrigation systems and other equipments. The grants are initially recognized as deferred
income and are released to profit or loss on a systematic basis over the useful life of the related assets, subject to compliance
with grant conditions. The eligibility and maintenance conditions are dictated by the national legislation in force at the date
of the subsidy application (e.g., AIPA regulations in Moldova and similar frameworks in Bulgaria). The main conditions for
retaining these grants typically include:
• Asset Retention: A requirement to maintain ownership and use of the subsidized assets for a specific period
(typically 5 years).
• Operational Purpose: The equipment must be used exclusively for its intended agricultural or production purpose.
• Compliance: The Group must adhere to environmental, tax, and labor regulations as stipulated by the granting
authorities.
As of 31 December 2025, deferred income related to these grants amounted to 19,004,938 RON.
Purcari Wineries PCL | Consolidated Financial Statements
214 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 19. Trade and other payables
As at 31 December 2025 and 31 December 2024 trade and other payables were as follows:
31 December 2025
31 December 2024
Financial payables
Trade accounts payables
78,345,693
69,767,099
Trade payables due to related parties (Note 31)
2,559,615
1,167,878
Dividends payables
2,117,512
2,889,572
Total financial payables
83,022,820
73,824,549
Non-financial payables
Other tax liabilities
9,858,245
8,031,218
Advances received
2,710,098
2,760,680
Total non-financial payables
12,568,343
10,791,898
Total trade and other payables
95,591,163
84,616,447
For more information about the Group's exposure to foreign currency and liquidity risk, see Note 29 to the consolidated
financial statements.
Note 20. Revenue from contracts with customers
Revenues for the years ended 31 December 2025 and 31 December 2024 were as follows:
2025
2024
Sales of finished goods
Wine
390,591,470
339,809,147
Divin
33,520,489
30,783,612
Brandy
174,622
86,565
Total sales of finished goods
424,286,581
370,679,324
Sales of other goods
Merchandise
1,097,503
2,602,267
Wine materials
5,845,089
235,522
Other
316,090
805,824
Total sales of other goods
7,258,682
3,643,613
Services
Hotel and restaurant services
4,452,645
4,297,329
Agricultural services
246,271
69,693
Waste recycling management services
-
3,634,718
Total services
4,698,916
8,001,740
Total revenue
436,244,179
382,324,677
Sales of finished goods and other goods are recognised at a point in time, and the services are recognised over time.
Contract liabilities represent advances received from customers as mentioned in Note 20 (which are recognized in revenue
in the following year) in amount of RON 2,710,098 at 31 December 2025 (2024: RON 2,760,680). Contract liabilities
recognized in revenue during the year amount to RON 2,760,680 (2024: RON 1,494,382).
Segment analysis
The management monitors the performance of the Group as a single segment.
A reportable segment is a component of a business entity that produces goods or provides services to individuals (or groups
of related products or services) in a particular economic environment that is subject to risks and generate revenues other that
risks and income of those components that are peculiar to other business segments.
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. All operating segments results are reviewed regularly by the Group’s CEO to make decisions about resources to be
allocated to the segment and to assess its performance, and for which discrete financial information is available.
The operating business are organized and managed separately according to the nature of products and services provided,
with each segment representing a strategic business unit that offers different products and serve different markets.
Purcari Wineries PCL | Consolidated Financial Statements
215 | Notes to the consolidated financial statements for the year ended 31 December 2025
Sales of finished goods by brand and geographic region for the year ended 31 December 2025 were as follows:
Bostavan
wine
Purcari
wine
Domeniile
Cuza wine
Crama
Ceptura wine
Angel’s Estate
wine
Bardar divin
and brandy
Total
Romania
3,032,400
193,143,102
988,836
53,857,590
-
7,041,330
258,063,258
Republic of Moldova
6,230,907
37,817,427
2,650,997
-
-
23,237,494
69,936,825
Bulgaria
812,941
1,772,456
-
-
17,104,637
-
19,690,034
Poland
17,997,792
952,832
-
10,678
-
136,290
19,097,592
Czech & Slovakia
7,522,769
450,752
-
-
2,291
-
7,975,812
Asia
2,699,164
3,091,864
10,517
289,805
-
104,152
6,195,502
Baltic countries
4,966,668
358,864
-
-
-
296,428
5,621,960
Ukraine
1,632,854
4,187,125
-
-
-
-
5,819,979
Turkey
3,670,930
901,470
396,755
-
-
-
4,969,155
Other
11,456,895
11,483,070
288,196
751,306
57,580
2,879,417
26,916,464
Total
60,023,320
254,158,962
4,335,301
54,909,379
17,164,508
33,695,111
424,286,581
Sales of finished goods by brand and geographic region for the year ended 31 December 2024 were as follows:
Bostavan
wine
Purcari
wine
Domeniile
Cuza wine
Crama
Ceptura wine
Angel’s Estate
wine
Bardar divin
and brandy
Total
Romania
2,794,583
162,152,786
1,673,910
49,738,554
11,011
6,709,491
223,080,335
Republic of Moldova
6,871,378
33,659,160
1,091,984
-
-
21,529,174
63,151,696
Bulgaria
293,618
1,202,783
-
-
13,586,483
-
15,082,884
Poland
19,451,419
965,667
-
22,507
-
35,804
20,475,397
Czech & Slovakia
9,150,611
396,895
-
-
11,165
-
9,558,671
Asia
2,380,064
2,317,246
6,321
265,004
-
33,327
5,001,962
Baltic countries
4,646,248
633,382
-
90,521
-
148,553
5,518,704
Ukraine
1,929,031
3,661,178
-
-
-
-
5,590,209
Turkey
334,733
-
626,235
-
-
-
960,968
Other
7,410,366
10,529,540
327,086
915,358
62,320
3,013,828
22,258,498
Total
55,262,051
215,518,637
3,725,536
51,031,944
13,670,979
31,470,177
370,679,324
For revenue recognition policies and information on the nature and timing of the satisfaction of performance obligations, including payment terms, see Note 4 (k).
Purcari Wineries PCL | Consolidated Financial Statements
216 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 21. Cost of sales
Cost of sales for the years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Cost of sales of finished goods
Wine
211,431,971
175,215,981
Divin
14,304,017
13,142,080
Brandy
115,589
62,065
Total cost of sales of finished goods
225,851,577
188,420,126
Cost of sales of other goods
Merchandise
932,878
2,211,927
Wine materials
5,143,679
207,258
Other
290,797
741,354
Total cost of sales of other goods
6,367,354
3,160,539
Cost of services
Hotel and restaurant services
4,230,013
4,082,466
Agricultural services
224,106
63,421
Waste recycling management services
-
1,367,849
Total cost of services
4,454,119
5,513,736
Total cost of sales
236,673,050
197,094,401
The nature of the expenses that are part of the Group’s cost of sales for the years ended 31 December 2025 and 31 December
2024 was as follows:
2025
2024
Consumption of inventories
202,570,331
167,312,242
Waste recycling services
-
1,367,849
Employee benefits (Note 28)
16,376,085
14,167,693
Depreciation of property, plant and equipment (Note 7)
15,167,620
11,975,581
Other
2,559,014
2,271,036
Total cost of sales
236,673,050
197,094,401
Other expenses presented above include amortization of intangible assets and services rendered by third parties.
Note 22. Marketing and sales expenses
Marketing and sales expenses for the years ended 31 December 2025 and 31 December 2024 were as follows:
2025
2024
Marketing and sales
33,801,991
29,334,017
Transportation expenses
9,751,739
7,728,977
Employee benefits (Note 28)
18,022,029
16,856,473
Production certification
1,275,845
1,049,125
Other expenses
8,084,186
2,915,867
Total marketing and sales expenses
70,935,790
57,884,459
The Group participates in the Romanian Deposit Return System (SGR) as a producer / official distributor and recognises the
related system fees under other marketing expenses, within marketing and selling expenses, as incurred. The Group does
not control the refundable deposits charged to end consumers, which are administered by retailers and the system operator.
Purcari Wineries PCL | Consolidated Financial Statements
217 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 23. General and administrative expenses
General and administrative expenses for the years ended 31 December 2025 and 31 December 2024 were as follows:
2025
2024
Employee benefits (Note 28)
33,151,060
23,104,978
Taxes and fees
3,389,435
3,564,303
Depreciation of property, plant and equipment (Note 7)
5,646,809
5,613,405
Repairs and maintenance
1,507,967
836,527
Low value and short-term leases
685,676
486,552
Travel
2,044,440
1,514,506
Professional fees
3,349,263
6,229,342
Bank charges
491,241
497,846
Communication
2,238,218
562,440
Insurance
977,725
582,346
Fuel
398,259
419,783
Materials
410,164
93,968
Penalties
236,127
195,713
Charity expenses
820,203
1,077,469
Other
932,344
722,812
Total general and administrative expenses
56,278,931
45,501,990
The total fees charged by KPMG Cyprus and KPMG Moldova for audit services related to the annual statutory and
consolidated financial statements and the CSRD assurance report for the year ended December 31, 2025, amounted to RON
1,200,091, compared to RON 1,122,061 charged by PwC Cyprus in 2024 for audit services related to the annual statutory
and consolidated financial statements. Additionally, the total fees charged by KPMG Cyprus and other KPMG network
firms for other services for the year ended December 31, 2025, were as follows: RON 0 (2024: RON 0) for other assurance
services (audit related), RON 46,484 (2024: RON 2,324) for tax advisory services, RON 0 (2024: RON 0) for other non
assurance services, and RON 265,552 (2024: RON 0) for assurance services related to the consolidated Sustainability
Statement.
Note 24. Other operating income (expenses)
Other operating income (expenses) for the years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Release of deferred income (Note 18)
2,005,305
2,885,159
Gains on write-off of trade and other payables
90,756
92,823
Net gain from sale of other materials
329,905
25,719
Reverse in impairment of property, plant and equipment, net (Note 7)
80,447
80,362
Unallocated overheads
(616,428)
(453,830)
Expected credit loss provision on cash and cash equivalents
478,916
(559,000)
Impairment loss on inventories (Note 13)
(363,420)
1,425,120
Net provision made for a potential fine
-
(1,101,124)
Compensation from insurance company
44,284
-
Net (loss)/gain from disposal of property, plant and equipment and intangible assets
(267,483)
1,628,022
Other operating income
1,579,514
2,531,450
Other operating expenses
(543,687)
(45,609)
Total other operating income (expenses)
2,818,109
6,509,092
Other operating income mainly comprises supplier rebates and commercial bonuses related to purchases of raw materials.
These amounts are recognised when the Group becomes entitled to receive them, based on the terms of the relevant supplier
agreements.
Purcari Wineries PCL | Consolidated Financial Statements
218 | Notes to the consolidated financial statements for the year ended 31 December 2025
Provisions
The movement in provisions for the years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Balance at 1 January
2,933,864
1,916,622
Provisions made during the year
-
2,761,693
Provisions reversed during the year
-
(1,660,569)
Effect of movements in exchange rates
184,134
(83,882)
Balance at 31 December
3,117,998
2,933,864
Provisions are recognised in accordance with IAS 37 and mainly relate to tax risks, onerous contracts, and employee-related
obligations. As at 1 January 2025, provisions amounted to RON 2,933,864 (2024: RON 1,916,622), with no new provisions or
reversals recorded during the year. The increase of RON 184,134 was attributable to exchange rate movements. Consequently,
provisions as at 31 December 2025 amounted to RON 3,117,998 (2024: RON 2,933,864).
Note 25. Change in fair value of biological assets
Change in fair value of biological assets for the years ended 31 December 2025 and 31 December 2024 were as follows:

| 2025 | 2024
Adjustment to fair value of harvest of grapes from own grape vines (a) | 5,563,237 | (2,689,972)
Adjustment to fair value of harvest of grapes from joint operation / operating leasing (b) | - | (705,841)
Total change in fair value of biological assets | 5,563,237 | (3,395,813)

Adjustment to fair value of harvest of grapes
The movement of biological assets (grapes on vines) for the years ended 31 December 2025 and 31 December 2024 was as
follows:
2025
2024
Balance at 1 January
-
-
Costs for cultivation of grapes
42,952,805
33,312,640
Fair value adjustment of harvest of grapes
5,563,237
(3,395,813)
Harvested grapes transferred to inventories
(48,516,042)
(29,916,827)
Balance at 31 December
-
-
Purcari Wineries PCL | Consolidated Financial Statements
219 | Notes to the consolidated financial statements for the year ended 31 December 2025
Measurement of fair values
The fair value measurement of harvest of grapes has been categorized as a Level 3 fair value based on the inputs to the
valuation technique used (see Note 5 b). There were no transfers between levels. The valuation of the harvest of grapes was
performed by the Group’s management.
The following table shows the valuation techniques used in measuring fair value, as well as the significant unobservable
inputs used.

Valuation technique | Harvested grapes are transferred to inventories at their fair value, equal to the market price |  |  |  |
| at the date of harvest, less costs to sell at the date of harvest. Market prices are determined |  |  |  |
| by making reference to the weighted average of the grape prices for each region for the |  |  |  |
| current vintage and vary with the grade quality of grapes produced. Costs to sell refer to |  |  |  |
| costs that are necessary for a sale to occur but that would not otherwise arise, such as |  |  |  |
| commissions to brokers and dealers, levies by regulatory agencies and commodity |  |  |  |
| exchanges, and transfer taxes and duties. In the regions where the grapes are cultivated, a |  |  |  |
| sale of grapes would take place without the above-mentioned costs being incurred, therefore |  |  |  |
| for the estimation of fair value of grapes the costs to sell are considered nil. |  |  |  |
Significant unobservable | • | Average market price of harvested grapes by Vinaria Purcari SRL in Moldova: RON |  |  |
inputs | 3,361 per tons (2024: 3,629 RON per tons), and the quantity of harvested grapes of |  |  |
| 8,021 tons (2024: 5,195 tons); |  |  |
| • | Average market price of harvested grapes by Vinaria Bostavan SRL in Moldova: RON |  |  |
| 2,851 per tons (2024: 2,792 RON per tons), and the quantity of harvested grapes of |  |  |
| 5,181 tons (2024: 3,636 tons); |  |  |
| • | Average market price of harvested grapes by Vinoteca Gherasim Constantinescu SRL |  |  |
| and Crama Ceptura SRL in Romania: RON 4,066 per tons (2024: 7,170 RON per tons), |  |  |
| and the quantity of harvested grapes of 784 tons (2024: 466 tons); |  |  |
| • | Average market price of harvested grapes by Angel’s Estate SA in Bulgaria: RON |  |  |
| 3,937 per tons (2024: 7,398 RON per tons), and the quantity of harvested grapes of |  |  |
| 1,146 tons (2024: 321 tons); |  |  |
Inter-relationship between key unobservable inputs | The estimated fair value would increase (decrease) by: |  |  |
and fair value | • | RON 485,160 | (2024: | RON | 368,400) if the average market price of harvested grapes was
measurement |  |  | higher (lower) by 1%. |  |

Risk management strategy related to agricultural activities
The Group is exposed to the following risks relating to its vineyards. These risks and management’s strategies to mitigate
them are described below.
i. Regulatory and environmental risks
The Group is subject to environmental and other laws and regulations in various countries in which it operates. The Group
has established environmental policies and procedures aimed at compliance with these laws.
ii. Supply risk
The Group is exposed to the risks arising from fluctuations in the price and sales volume of grapes. To mitigate these risks,
the Group has located several primary production units (grape processing). Management performs regular trend analysis for
projected harvest volumes and pricing. Based on the results, management increases or reduces the range of suppliers and
volume of advances to third-party grape growers.
iii. Climate-related risks
The Group’s vineyards and expected harvest are exposed to the risk of damage from extreme weather events such as late
frosts, lack of sunshine during the flowering period, lack of rain and hailstorms. Changes in the global climate conditions
could intensify one or more of these events. In addition to their effect on grape yields, extreme weather events may also
increase the cost of cultivation.
Although the Group uses mitigating factors such as acquiring grapes from third party producers, geographically spreading
its vine area to cover against localized climatic impacts and construction of irrigation systems, there are difficulties in
reducing the impact of the hailstorms, due to their unpredictable nature.
Purcari Wineries PCL | Consolidated Financial Statements
220 | Notes to the consolidated financial statements for the year ended 31 December 2025
The Group has incorporated considerations for climate changes into its replantation practices, such as the use of varieties
and clones resistant to drought.
Physical risk of losing the harvest arising from hailstorm and drought are not subject and aren’t covered by Group’s property
and business interruptions insurance programs. However, should the frequency and severity of these events increase because
of climate change, management could review its approach and the cost of insurance may increase.
a) Harvest of grapes from own grape vines
The areas of plantations of own grape vines (hectares of plantations) and quantities of harvested grapes were as follows:

| 2025 | 2024
Area of plantations of mature vines, hectares | 1,906 | 1,568
Area of plantations of immature vines, hectares | 83 | 72
Total area of plantations of vines, hectares | 1,989 | 1,640
Quantity of harvested grapes, tons | 15,132 | 9,618

The subsidiaries of the Group, Vinaria Bostavan SRL and Vinaria Purcari SRL have their own grape vines of 729 and
respectively 1,052 hectares, which are located in the Republic of Moldova, while Vinoteca Gherasim Constantinescu SRL
owns 55 hectares and Crama Ceptura owns 51 hectares of vineyards located in Romania and Angel’s Estate SA have their
own 102 hectares of vineyards located in Bulgaria.
b) Joint operations and operating lease of grape vines
The areas of plantations of vines under joint operations and operating lease (hectares of plantations) and quantities of
harvested grapes were as follows:

| 2025 | 2024
Area of plantations of vines under joint operation arrangement, hectares | - | 17
Area of plantations of vines under operating lease, hectares | - | 35
Total area, hectares | - | 52
Quantity of harvested grapes under joint operation arrangement, tons | - | 69
Quantity of harvested grapes under operating lease, tons | - | 153
Total quantity, tons | - | 222

Joint operations
Starting 2013, Crama Ceptura SRL entered into a joint arrangement with Vie Vin Podgoria Valea Calugareasca SRL (“Vie
Vin”). The purpose of the arrangement is to produce and/or to trade grapes and wine. In addition, the partners are jointly
involved in viticulture and provide each other with management, legal, marketing and trade support. The joint operation
takes place in Romania.
Crama Ceptura SRL and Vie Vin contractually agreed that the operation is administrated by a governing council, formed by
two members. Each party appointed one representative to this council. The activities of the operation require the unanimous
consent of the parties that control the arrangement collectively. As joint control exists explicitly, because no decisions can
be made about the relevant activities of the arrangement without both Crama Ceptura SRL and Vie Vin agreeing, the
arrangement is a joint arrangement. The Group has concluded that the arrangement is a joint operation. In doing so, the
Group considered the terms and conditions of the partnership agreement and the purpose and design of the joint arrangement.
The arrangement was not structured as a separate vehicle from the parties.
Under the contractual arrangement between Crama Ceptura SRL and Vie Vin, each retains the rights and legal title to their
respective assets and the obligation to settle their respective liabilities. However, they agree to jointly cultivate the vines,
which are rented by Vie Vin from individuals under operating lease, and therefore Crama Ceptura SRL and Vie Vin
recognize 89% and 11% (2023: 87% and 13%) respectively of all revenues and expenses relating to the partnership.
The contractual obligation of Vie Vin is to contribute to the joint arrangement with the following:
• right of use for vines it rents from individuals under operating lease;
• right of use for equipment it owns at the date of agreement; and
• labor force.
Purcari Wineries PCL | Consolidated Financial Statements
221 | Notes to the consolidated financial statements for the year ended 31 December 2025
The contractual obligation of Crama Ceptura SRL is to contribute to the joint arrangement with:
• working capital; and
• know-how, technical management and joint arrangement management.
The outputs from joint operations are distributed in kind (grapes, wine) or in cash. Crama Ceptura SRL is entitled only to
distributions in kind. The joint operators allocate the outputs annually, at the end of the harvest period, using the proportion
from the harvest of 89% for Crama Ceptura SRL and 11% for Vie Vin (2023: 87% and 13%).
On 27 October 2023 the joint agreement between Crama Ceptura SRL and Vie Vin was prolonged till 31 October 2024, on
similar conditions, except the proportion of output from joint activity, which was changed to 89% of harvest for Crama
Ceptura SRL and 11% of harvest for Vie Vin. As from 2025, the Group discontinued this agreement.
Operating lease of grape vines
The subsidiary Crama Ceptura SRL entered into several operational lease agreements for the lease of grape vines located in
Romania. According to the agreements, Crama Ceptura SRL is required to maintain the grape vines and it is entitled to
harvest. The Group carried out an analysis and concluded that the se leases of grape vines should be accounted as operating
leases.
The lease payments are made to the lessors in nature (grapes, wine), in proportion from
to 18% (depending on the agreement) from the harvest on leased grape vines. As from 2025, the Group discontinued these
agreements.
Note 26. Net finance costs
Net finance costs for the years ended 31 December 2025 and 31 December 2024 were as follows:
2025
2024
Net gain on equity instruments at FVTPL (Note 9)
5,549,835
2,709,244
Interest income
157,746
153,150
Net foreign exchange income
-
576,911
Other
-
-
Finance income
5,707,581
3,439,305
Interest expense on borrowings (Note 16)
(10,766,794)
(9,978,264)
Interest expense on lease liabilities (Note 17)
(431,666)
(520,522)
Net foreign exchange loss
(8,696,531)
-
Other
(427,183)
(40,175)
Finance costs
(20,322,174)
(10,538,961)
Net finance costs
(14,614,593)
(7,099,656)
Note 27. Income tax
The corporate income tax rate in Cyprus was 12.5% for the years 2025 and 2024, 12% in the Republic of Moldova, 16% in
Romania and 10% in Bulgaria. Deferred tax has been determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
Tax recognized in profit or loss for the years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Current tax expense
Current tax
11,561,167
15,060,376
Total current tax expense
11,561,167
15,060,376
Deferred tax expense
Origination and reversal of temporary differences
(348,092)
(3,022,367)
Total deferred tax expense
(348,092)
(3,022,367)
Income tax expense
11,213,075
12,038,009
Purcari Wineries PCL | Consolidated Financial Statements
222 | Notes to the consolidated financial statements for the year ended 31 December 2025
The reconciliation of effective tax rate for the years ended 31 December 2025 and 31 December 2024 was as follows:
2025
2024
Profit before tax
65,226,832
70,768,745
Tax using the Company's domestic tax rate
12.50%
8,153,354
12.50%
8,846,093
Effect of different tax rates in foreign jurisdictions
(0.69%)
(452,285)
2.93%
2,074,977
Tax exempt income
0.46%
299,684
(1.65%)
(1,169,506)
Non-deductible expenses
4.36%
2,843,533
6.49%
4,592,625
Investment incentives
(0.21%)
(139,994)
(1.63%)
(1,150,653)
Current year losses for which no deferred tax assets
were recognized
0.78%
508,783
(1.63%)
(1,155,527)
Income tax expense
17.19%
11,213,075
17.01%
12,038,009
Deferred tax assets and liabilities as at 31 December 2025 were generated by the temporary differences in the following
financial statement captions:
Deferred tax
assets
Deferred tax
liabilities
Net
Property, plant and equipment
4,669,337
(13,205,304)
(8,535,967)
Intangible assets
250,933
(559,929)
(308,996)
Inventories
1,473,248
(394,284)
1,078,964
Other current assets
624
-
624
Trade and other receivable
382,596
95,296
477,892
Borrowings and lease liabilities
953,856
(40,818)
913,038
Deferred income
-
(1,433,459)
(1,433,459)
Tax loss carry-forward
1,054,054
-
1,054,054
Other
182,821
(1,446,062)
(1,263,241)
Deferred tax assets (liabilities)
8,967,469
(16,984,560)
(8,017,091)
Deferred tax assets and liabilities as at 31 December 2024 were generated by the temporary differences in the following
financial statement captions:
Deferred tax
assets
Deferred tax
liabilities
Net
Property, plant and equipment
4,080,609
(13,554,271)
(9,473,662)
Intangible assets
191,615
(579,571)
(387,956)
Inventories
1,886,361
(2,491)
1,883,870
Other current assets
3,401
-
3,401
Trade and other receivable
452,894
97,414
550,308
Borrowings and lease liabilities
858,919
(85,966)
772,953
Deferred income
-
(1,460,260)
(1,460,260)
Tax loss carry-forward
973,309
-
973,309
Other
55,523
(1,590,975)
(1,535,452)
Deferred tax assets (liabilities)
8,502,631
(17,176,120)
(8,673,489)
Unrecognized deferred tax assets
Deferred tax assets as at 31 December 2025 and 31 December 2024 have not been recognized in respect of:
31 December 2025
31 December 2024
Tax losses
3,666,763
6,948,758
The tax losses as at 31 December 2025 and 31 December 2024 will expire as follows:
31 December 2025
31 December 2024
Up to 1 year
2,484,517
1,151,058
1 to 2 years
994,889
1,938,727
2 to 3 years
18,662
776,336
3 to 4 years
168,695
970,325
4 to 5 years
-
2,112,312
3,666,763
6,948,758
Deferred tax assets have not been recognized in respect of tax losses because it is not probable that future taxable profit will
be available against which the Group can utilize the benefits therefrom. Deferred tax assets are recognized for unused tax
Purcari Wineries PCL | Consolidated Financial Statements
223 | Notes to the consolidated financial statements for the year ended 31 December 2025
losses, unused tax credits, and deductible temporary differences only to the extent that sufficient future taxable profits ar e
probable, as determined based on approved business plans for individual subsidiaries.
Deferred tax assets are reviewed at each reporting date and adjusted when it is no longer probable that the related tax benefit
will be realized, with reversals recognized when expectations improve. Unrecognized deferred tax assets are reassessed at
each reporting date and recognized when it becomes probable that future taxable profits will be available. Deferred tax is
measured using the tax rates enacted or substantively enacted at the reporting date, reflecting the expected manner in
which the Group will recover or settle the carrying amounts of its assets and liabilities.
In Cyprus, where the Parent company is incorporated, corporate income tax legislation enacted on 31 December 2025
increased the corporate income tax rate from 12.5% to 15% for tax years beginning on or after 1 January 2026. The Group
has considered this enacted tax rate change in assessing deferred tax at 31 December 2025.
Management has assessed that the recoverability of cumulative tax losses of the Parent, Purcari Wineries Public Company
Limited, amounting to RON 3,225,743 (2024: RON 5,973,156) is uncertain. This assessment reflects the Parent’s specific
activity as a holding entity, which currently does not generate taxable income and incurs significant deductible expenses.
Accordingly, it is not considered probable that sufficient taxable profits will be available to utilise these tax losses within
the statutory carry forward period, and no deferred tax asset has been recognised in respect of these losses.
As the related deferred tax asset has not been recognised, and the Parent does not have other recognised deferred tax assets
or liabilities affected by the Cyprus tax rate change, the increase in the Cyprus corporate income tax rate does not have an
impact on the Group’s consolidated statement of financial position or consolidated statement of profit or loss and other
comprehensive income for the year ended 31 December 2025.
The Group is evaluating potential options to generate taxable income at the holding company level to enable the utilisation
of the tax losses in future periods. Should sufficient future taxable profits become probable, the related deferred tax asset
would be recognised using the tax rate enacted or substantively enacted at the relevant reporting date.
Tax losses of Angel’s Estate SA, the Bulgarian subsidiary, amounting RON 1,146,651 (2024: RON 975,602) will expire
within the next five years, until the subsidiary will be able to generate sufficient taxable income against which these losses
can be utilised.
Note 28. Employee benefits
As at 31 December 2025 and 31 December 2024, employee benefit payable was as follows:

| 31 December | 31 December
| 2025 | 2024
Payable to employees | 5,491,334 | 4,054,959
Accruals for unused vacation | 6,916,276 | 3,517,708
Total employee benefit payable | 12,407,610 | 7,572,667

During the year ended 31 December 2025 the average number of staff was 930 persons (2024: 895). Employee benefit
expenses include base salaries, mandatory medical contribution, mandatory social contribution, bonuses for performance
and equity-settled share-based payments.
The employee benefit expenses are included in the following captions:
2025
2024
General and administrative expenses (Note 23)
33,151,060
23,104,978
Cost of sales (Note 21)
16,376,085
14,167,693
Inventory
13,555,594
12,728,556
Marketing and sales expenses (Note 22)
18,022,029
16,856,473
Total employee benefit expenses
81,104,768
66,857,700
Purcari Wineries PCL | Consolidated Financial Statements
224 | Notes to the consolidated financial statements for the year ended 31 December 2025
The employee benefit expenses comprise the following categories:
2025
2024
Base salaries and bonuses for performance
63,307,514
55,155,432
Equity-settled share-based payments
3,897,982
1,876,854
Mandatory social and medical contributions
13,899,272
9,825,414
Total employee benefit expenses
81,104,768
66,857,700
The below table provides details on recognition of employee benefit expenses related to Management incentive programs:
2025
2024
Share awards related to MIP Plan 2024-2027
2,358,963
1,036,808
Share awards related to LTSIP 2 2022-2024
-
177,274
Share stock options related to MIP Plan 2024-2027
1,539,019
662,772
Total employee benefit expenses
3,897,982
1,876,854
The Group applies IFRS 2 (Share-based Payment) to transactions in which the award and settlement are share-based. In
accordance with this standard, stock options and performance shares granted to employees are measured at fair value. The
fair value of these instruments is recognised in the income statement over the vesting period, with a corresponding entry
recorded in shareholders’ equity.
The fair value was determined using appropriate valuation models, taking into account the specific characteristics of each
plan, relevant market data at the grant date, and assumptions made by Group Management.
The expense recognized during the year relates to equity-settled share-based payment arrangements and is reflected under
Cost of Goods Sold, Marketing and Sales expenses, and General and Administrative expenses. The share award expense
recognized in 2025 and 2024 relates to the Management Incentive Program 2024-2027 and Long-Term Share Incentive Plan
2022-2024.
1
st
Management incentive programs approved for period 2020-2024
On 29 April 2020, the Company’s shareholders approved the revised Special Resolution, initially date 14 June 2018 and
later revised on 25 April 2019, stating the provision of a Management Stock Option Plan, as part of a Management Incentive
Program (“The Program 2020-2024”).
The Program 2020-2024 mainly targets members of the Group's senior management team (except the CEO) and is intended
to further align the interests of such Beneficiaries with those of the Company's shareholders.
The Program 2020-2024 comprised of the following:
• award of shares of the Company to be provided to the Beneficiaries, free of charge, subject to relevant performance
indicators determined by the Board of Directors, being met; and
• award of stock options to be provided to the Beneficiaries (the Options or PSOs), subject to relevant performance
indicators to be determined by the Board of Directors, being met.
Share award
On 14 May 2020 the Company’s Board of Directors approved the Long-Term Share Incentive Plan (LTSIP 1) with a total
of 409,000 shares to be vested to employees during 2020-2022. On 20 September 2021, the Directors of the Company, based
on the authorization given by shareholders at AGM held on 29 March.2021, resolved to increase the total number of shares
to 502,998 shares. As of 31 December 2023, all shares under LTSIP 1 were vested.
On 22 December 2020 the Company’s Board of Directors approved the second Long-Term Share Incentive Plan (LTSIP 2)
with a total of 101,996 shares to be vested to employees during 2021-2024. On 20 September 2021, the Directors of the
Company, based on the authorization given by shareholders at AGM held on 29 March 2021, resolved to increase the total
number of shares to 193,668 shares. As of 31 December 2023, a total number of 152,419 shares were vested to management
and employees. As of 31 December 2024, a total number of 25,644 shares were vested to management and employees. The
share-based payments are recognized at the market value of the shares at the grant date.
Purcari Wineries PCL | Consolidated Financial Statements
225 | Notes to the consolidated financial statements for the year ended 31 December 2025
In 2024 the Company did not carry out any share buybacks in 2024 own shares (2023: 15,239 shares). The treasury shares
acquired and held in 2023 are enough to finalize the existing Company’s Management Incentive Program, which provides
for last shares award in June 2024. These shares were recorded under “Treasury Shares Reserves”.
On 17 June 2024, the Company transferred free of charge to its management and employees 25,644 shares with a total value
of RON 389,789 (2023: 101,047 shares with a total value of RON 1.535.914).
After this vesting, the second Long-Term Share Incentive Plan for years 2020-2024 has ended.
Stock options
Based on the authorization received from shareholders in the Annual Shareholders Meetings of 14 June 2018, 25 April 2019
and 29 April 2020, the Board of Directors approved on 25 March 2021 the Long-Term Stock Option Plan (LTSOP) for
period 2021-2030, by which the Company may grant to the Participants a maximum number of:
(a) 1,000,000 stock options at an Exercise Price of RON 10 per share;
(b) 1,250,000 stock options at an Exercise Price of RON 15 per share; and
(c) 1,500,000 stock options at an Exercise Price of RON 20 per share.
The exercised period for all stock options expires on 30 March 2030. The awards are equity-settled and are subject to service
and non-market performance conditions. The awards do not include market conditions within the meaning of IFRS 2.
During 2025 nineteen participants exercised a total of 1,307,300 stock options (2024: 674,000 options at an exercise price
of RON 10 per share). Of the options exercised during 2025, 98,500 were at an exercise price of RON 10 per share, 1,090,800
at RON 15 per share, and 118,000 at RON 20 per share.
Of the total options exercised in 2025, 31,500 were exercised through cash payment at the respective exercise prices. For
the remaining 1,275,800 options, participants elected the discounted exercise method. Under this method, a net number of
346,150 shares was issued, representing the intrinsic value of the exercised options. Upon exercise, share capital is increased
by the nominal value of shares issued, any excess is recognised in share premium, and amounts previously recognised in the
share-based payment reserve are reclassified within equity.
Thus, on 13 November 2025 the Directors of the Company unanimously resolved that, based on the authority granted by the
Company’s shareholders, as per resolution dated 23 May 2025, the Company be authorized:
a. to issue and allot additional 7,500 shares of nominal value EUR 0.01 each, issued at a premium of EUR 1.95672
for a total subscription amount of RON 75,000.00 (equivalent of EUR 14,675.40).
b. to issue and allot additional 24,000 shares of nominal value EUR 0.01 each, issued at a premium of EUR 2,94008
for a total subscription amount of RON 360,613 (equivalent of EUR 70,561.92); and
c. to issue and allot, free of charge the additional 346,150 shares of nominal value EUR 0.01 each, issued at a discount
of EUR 0.01 (total issuance price is zero).
The weighted-average share price at the date of exercise for the stock options exercised during 2025 was RON 20.56 per
share.
The table below summarizes the movements in stock options forming part of MIP 2020-2024 between 1 January 2024 and
31 December 2025, and weighted average exercise price:
Stock options
with exercise
price @RON
10
Stock options
with exercise
price @RON
15
Stock options
with exercise
price @RON
20
Weighted
average
exercise
price
Outstanding Stock Options @ 01.01.2025
98,500
1,090,800
1,291,600
-
Stock options exercised
98,500
1,090,800
118,000
15.07
Outstanding Stock Options @ 31.12.2025
-
-
1,173,600
Outstanding Stock Options @ 01.01.2024
772,500
1,090,800
1,291,600
-
Stock options exercised
674,000
-
-
10.00
Outstanding Stock Options @ 31.12.2024
98,500
1,090,800
1,291,600
Purcari Wineries PCL | Consolidated Financial Statements
226 | Notes to the consolidated financial statements for the year ended 31 December 2025
At 31 December 2025, the only stock options outstanding under the Program 2020–2024 were 1,173,600 options with an
exercise price of RON 20 per share. These options expire on 30 March 2030 and had a weighted-average remaining
contractual life of approximately 4.25 years at the reporting date. At 31 December 2024, the outstanding stock options under
the Program 2020–2024 had exercise prices ranging from RON 10 to RON 20 per share and a weighted-average remaining
contractual life of approximately 5.25 years. No stock options under the Program 2020–2024 were granted, forfeited,
cancelled or expired during 2025.
2
nd
Management incentive programs approved for period 2024-2027
On 22 May 2024, the Company’s shareholders approved the Management Incentive Program 2024-2027 mainly targeting
members of the Group’s senior management team and the performance criteria for the award of up to 802,000 shares in the
Company to the Beneficiaries (“the Program 2024-2027”).
The Program 2024-2027 comprised of the following:
a) award of up to 802,000 shares of the Company to the Beneficiaries, free of charge, with annual vesting (i.e. one
quarter vests at the end of each year) and subject to relevant performance indicators; and
b) award of stock options to the Beneficiaries in the following amounts: up to 802,000 Options at a strike price of
RON 15, 1,002,000 Options at a strike price of RON 20 and 1,203,000 Options at a strike price of RON 25.
The PSU awards are subject to both service and non-market performance vesting conditions. Vesting occurs annually,
provided the participant remains in continuous service and at least three out of five KPI targets set under the Program are
achieved. The relevant KPIs include revenue growth, EBITDA growth, EBITDA margin, net income margin and return on
equity. For the vesting date of 22 August 2025, management assessed the relevant KPIs and concluded that the vesting
conditions were met. The PSO awards are subject to service conditions only and become exercisable in accordance with the
contractual exercise schedule, provided the participant remains in continuous service no cancellation event has occurred.
The awards do not include market conditions within the meaning of IFRS 2.
The table below summarizes the movements in stock options forming a part of MIP 2024-2027 between 1 January 2025 and
31 December 2025, including the weighted-average exercise price:
Stock
options with
exercise
price
@RON 15
Stock
options with
exercise
price
@RON 20
Stock
options with
exercise
price @RON
25
Total
Stock
options
Weighted
average
exercise
price
Outstanding Stock
Options @ 01.01.2025
676,748
863,088
1,000,008
2,359,844
-
Stock options granted
during the year
51,450
53,170
55,046
159,666
-
Stock options exercised
70,298
-
-
70,298
15.00
Stock options forfeited
during the year
-
-
-
-
-
-
-
-
Stock options expired
during the year
-
-
-
-
-
-
-
-
Outstanding Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Exercisable Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Each exercise of PSOs may occur via one of the following methods, at the option of the Participant in accordance with the
terms of the Program and the Offer Letter:
• Discounted Exercise: PSOs granted under this option may be exercised without payment of the exercise price, which is
set off against the reference market price.
• Exercise against Payment: PSOs granted under this option may be exercised based on payment by the Participant of
the exercise price as stipulated in the Exercise Application.
Purcari Wineries PCL | Consolidated Financial Statements
227 | Notes to the consolidated financial statements for the year ended 31 December 2025
The exercise period for all stock options expires on 21 August 2034. For stock options outstanding at 31 December 2025
under the Program 2024-2027, the range of exercise prices was RON 15 to RON 25 per share and the weighted-average
remaining contractual life was 8.65 years. No stock options under the Program 2024-2027 were forfeited, cancelled or
expired during 2025. The weighted-average share price at the date of exercise for the stock options exercised under the
Program 2024-2027 during 2025 was RON 18.58 per share.
Assumptions used in the fair value measurement
The assumptions used in calculating the fair values of the shares and options allocated during the financial year were based
on the following valuation techniques. The valuation of the fair value of the performance-based shares and performance-
based share options was performed by an external valuation company.
Performance share units (PSUs)
The performance-based package (the PSUs) was valued at the amount of RON 6.4 million. The table below presents the
valuation technique used in measuring fair value as of 22 August 2024, as well as the significant unobservable inputs used.
Description
Valuation
technique
Monte Carlo simulation method, through explicit simulations of the Company’s and the Comparable
Companies’ financial indicators that take part in the KPIs in the program.
Significant
unobservable
inputs
• Stock price as of 22 August 2024 RON 15.28;
• Expected dividend yield – 5.2%; Risk-free interest rate – 6.49%;
• Churn Rate multiplier: Average 63.6% (Min 60% and Max 67%);
• Success probability rate: Average 82.5% (Min 79% and Max 86%);
Impact in the
income statement
for the year 2024
• For 2025 RON 2,359,223 expense reflected under Cost of Goods Sold (COGS), Marketing &
Sales expenses, and General & Administrative expenses;
Inter-relationship
between key
unobservable
inputs and fair
value measurement
The impact in 20245 Income statement may reflect a increase (decrease) by:
•
RON 174,986 if the expected Churn Rate multiplier were higher (lower) by 5p.p.; or
• RON 142,962 if success probability rate was lower (higher) by 5pp; o.r
The PSU awards do not include market performance conditions. The vesting conditions are service and non-market
performance conditions and are reflected by adjusting the number of awards expected to vest rather than by incorporating
share price volatility into the grant-date fair value measurement.
Morde detailed explanation of the assumption are presented below:
o The strike price and unit quantities as per the Programme terms;
o A proxy Moldova risk free rate was estimated with the Romanian risk-free rate, based on yield to maturities of trading
RON denominated Romanian government bond as at the Analysis Date sourced from the Refinitiv database with similar
maturity dates to the effective strike dates. The proxy risk free rate equals to 6.49%;
o Dividend yield of 5.22% was estimated based on historical average of the Company;
o The ,,01 rate was applied to estimate the portion of units expected to vest at the respective vesting and effective strike
dates. It was determined based on World Bank data from benchmark countries, including Bulgaria, Romania, Serbia,
Slovakia, and Slovenia, over the past five years.
Purcari Wineries PCL | Consolidated Financial Statements
228 | Notes to the consolidated financial statements for the year ended 31 December 2025
Performance share options (PSOs)
The time-based package (the PSOs) valued at the amount of RON 3.8 million using the binomial tree method, as it can
be represented as a combination of three sub-packages of American-style options, each with different strike prices but a
common maturity date.
Valuation technique
Binomial tree method represented as a combination of three sub-packages of American-
style options, each with different strike prices but a common maturity date.
Significant unobservable
inputs
• Stock price as of 22 August 2024 RON 15.28;
• Expected dividend yield – 5.2%;
• Risk-free interest rate – 6.49%;
• Underlying asset volatility – 19.64%;
• Churn Rate: Average 19,4% (Min 15.3% and Max 19.5%);
Impact in the income
statement for the year 2024
• For 2025 RON 1,539,019 expense reflected under Cost of Goods Sold (COGS),
Marketing & Sales expenses, and General & Administrative expenses;
Inter-relationship between key
unobservable inputs and fair
value measurement
•
The impact in the 2025 income statement may increase by RON 40,516 or decrease
by RON 24,874 if the expected churn rate multiplier were higher / lower by 5 pp
More detailed explanation of the assumption is presented below:
• The strike price and unit quantities are as per the Programme terms.
• A proxy Moldova risk free rate was estimated with the Romanian risk-free rate, based on yield to maturities of trading
RON denominated Romanian government bond as at the Analysis Date sourced from the Refinitiv database with
similar maturity dates to the effective strike dates. The proxy risk free rate is equal to 6.49%.
• Dividend yield of 5.22% was estimated based on historical average of the Company;
• The underlying asset volatility was estimated at 19.64%, based on the Company’s historical stock price data, while
also taking into account the volatilities of peer companies over the period from Q1 2018 to Q3 2024. The peer group
was selected based on comparable sector exposure, listed-company status and available trading history. Peer data was
used as a benchmark together with the Company’s own historical volatility to determine the expected volatility
assumption used in the valuation model.
• The expected life / exercise behavior of the PSOs was incorporated in the binomial tree model through the contractual
exercise schedule and the American-style exercise feature of the options. The churn rate was applied separately to
estimate the portion of units expected to vest and does not substitute for the expected life assumption.
• The churn rate was applied to estimate the portion of units expected to vest at the respective vesting and effective
strike dates. It was determined based on World Bank data from benchmark countries, including Bulgaria, Romania,
Serbia, Slovakia, and Slovenia, over the past five years.
The assumptions used in calculating the fair values of the options and shares allocated under the Program 2024-2027, using
the Monte Carlo and binomial tree models and the terms under which the awards were granted, are as follows. The PSO
package consists of three option tranches with different exercise prices; therefore, the assumptions are presented separately
for each tranche.

|  |  |  | Initial |  |  | Expec | Succes |  | Expec | Risk |  | FRS 2 fair
| Type of | Presence of | Volume | share | Exercise | Program | ted | s | Chur | ted | -free | Weighted | value
Plan date | Plan | performance | units | price | Price | life | volati | Probab | n rate | divide | inter | Average | (million
|  | condition |  |  | (RON) |  | (RON) lity | ility |  | nd | est | Price | RON)
|  |  |  |  |  |  |  |  |  | yield | rate |  |
22.08.2024 |  |  |  | 15.28 | N/A | 2024-2027 | N/A | 82.5% | 63.6% | 5.2% | 6.5 | N/A | 6.4
| PSU | Conditional | 802,000 |  |  |  |  |  |  |  | % |  |
|  | Service | 802,000 |  | 15 | until | 19.64 |  | 19.4 |  | 6.5 | 3.33 |
22.08.2024 | PSO |  |  | 15.28 | 20 |  |  | N/A |  | 5.2% |  | 2.01 | 3.8
|  | condition | 1,002,000 |  |  | 22.08.2034 | % |  | % |  | % |  |
|  |  |  |  |  |  |  |  |  |  |  | 1.25 |
|  |  | 1,203,000 |  | 25 |  |  |  |  |  |  |  |

The weighted-average fair value of PSOs granted during the period was RON 2.06 per option. At the reporting date, the
issued share capital of the Company comprised 41,011,780 ordinary shares with nominal value EUR 0.01 each. All issued
shares are fully paid. All shares rank equally regarding the Company’s residual assets. The holders of ordinary shares are
entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.
Purcari Wineries PCL | Consolidated Financial Statements
229 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 29. Financial instruments
Financial instruments by category
31 December
2025
31 December
2024
Financial assets measured at amortised cost
Loans receivables (Note 10)
2,509,777
2,431,023
Cash and cash equivalents (Note 14)
19,138,063
20,703,484
Trade receivables (Note 12)
124,931,271
92,882,330
146,579,111
116,016,837
Financial assets measured at FVTPL
Equity instruments at fair value through profit or loss (Note 9)
13,618,591
7,795,841
Total financial assets
160,197,702
123,812,678
Financial liabilities measured at amortised cost
Trade and other payables (Note 19)
80,905,308
70,934,977
Dividends payables (Note 19)
2,117,512
2,889,572
Borrowings (Note 16)
279,189,267
202,142,836
Lease liabilities (Note 17)
9,559,146
7,628,155
371,771,233
283,595,540
Financial liabilities measured at fair value
Put option over non-controlling interests (Note 8)
10,472,961
8,460,102
Total financial liabilities
382,244,194
292,055,642
Financial risk management
Overview
The Group has exposure to the following risks from its use of financial instruments:
• credit risk
• liquidity risk
• market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital.
Risk management framework
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment in which all employees
understand their roles and obligations.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Group’s receivables from customers.
The Group recognises expected credit losses (ECL) on financial assets measured at amortised cost, including trade
receivables, loans receivable and cash and cash equivalents, in accordance with IFRS 9.
For loans receivable and cash and cash equivalents, the Group applies the general impairment approach. A 12-month ECL
is recognised unless there has been a significant increase in credit risk, in which case lifetime ECL is applied.
Given the limited number of counterparties and the nature of the balances, loans receivable are assessed on an individual
basis. Credit risk is evaluated based on the specific circumstances of each counterparty, including financial position,
historical payment behaviour, business plans, cash-flow forecasts and other forward-looking information.
ECL is measured considering exposure at default (EAD), probability of default (PD) and loss given default (LGD), based
on available information and management judgement. Given the nature and credit quality of these balances,
the recognised ECL is not material.
Purcari Wineries PCL | Consolidated Financial Statements
230 | Notes to the consolidated financial statements for the year ended 31 December 2025
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
the reporting date was:
Carrying amount
31 December 2025
31 December 2024
Loan receivables
2,509,777
2,431,023
Cash and cash equivalents
19,138,063
20,703,484
Trade receivables
124,931,271
92,882,330
Total
146,579,111
116,016,837
Trade receivables and loan receivables
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the demographics of the Group's customer base, including the default risk of the industry and
country in which customers operate, as these factors may have an influence on credit risk.
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before
the Group's standard payment and delivery terms and conditions are offered. The Group limits its exposure to credit risk from
trade receivables based on this assessment and establishes a maximum payment period in its agreements with customers. The
creditworthiness assessment is updated each time by the Group when there is a significant delay in the payment period compared
to the maximum payment period agreed contractually or when the Group extends or amends the agreements with its customers.
There were no revenues from transactions with any single external customer accounting for 10% or more of the Group’s
revenues during the year.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was as follows:

| 31 December | 31 December
| 2025 | 2024
Romania | 87,979,688 | 71,291,046
Republic of Moldova | 17,259,373 | 13,149,747
Bulgaria | 3,368,304 | 2,083,669
Other European Union countries | 11,267,454 | 1,212,113
Other | 5,056,452 | 5,145,755
Total | 124,931,271 | 92,882,330

The exposure to credit risk of loans receivables in amount of RON 2,509,777 (2024: RON 2,431,023) at the reporting date
by geographic region was from Czech Republic (please see Note 10).
Impairment losses
The Group uses an allowance matrix to measure the ECLs of trade receivables. Loss rates are calculated using a
“delinquency” method.
The following table provides information about the exposure to credit risk and ECLs for trade receivables as at 31 December
2025:

| Weighted- | Gross (not | Gross |  |
| average loss | defaulted) | (defaulted) | Impairment | Net
| rate |  |  |  |
Not due | 0.90% | 97,193,965 | - | 877,627 | 96,316,338
Overdue less than 1 month | 0.58% | 17,415,583 | - | 100,740 | 17,314,843
Overdue 1 to 3 months | 0.88% | 7,115,525 | - | 62,703 | 7,052,822
Overdue 3 to 6 months | 8.06% | 2,551,365 | - | 205,692 | 2,345,673
Overdue 6 months to 1 year | 45.72% | 2,408,537 | - | 1,101,286 | 1,307,251
Overdue more than 1 year | 64.78% | 1,101,342 | 586,251 | 1,093,249 | 594,344
Total | 2.68% | 127,786,317 | 586,251 | 3,441,297 | 124,931,271

Loss rates are based on actual credit loss experience over the past four years. The historical loss rates are adjusted to reflect
current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the
receivables. The measurement of expected credit losses involves significant estimation uncertainty, in relation to the
assessment of customer credit risk and the application of forward-looking assumptions. Actual results may differ from these
estimates if economic conditions or customer payment behaviour change. Such changes could result in a material adjustment
to the carrying amount of trade receivables in future periods.
Purcari Wineries PCL | Consolidated Financial Statements
231 | Notes to the consolidated financial statements for the year ended 31 December 2025
The Group has rebutted the IFRS 9 presumption that default occurs when a financial asset is more than 90 days past due.
This is because, based on the Group’s historical collection experience and the nature of its customer relationships, balances
overdue by more than 90 days are frequently recovered in the normal course of business and do not indicate that the debtor
is unlikely to pay.
This assessment is further supported by the Group’s business model. A significant share of the Group’s sales relates to expor t
markets, where collection periods are generally longer due to international logistics, commercial arrangements and market
practices. Separately, the Group operates in the wine industry, where inventory turnover and sales cycles are typically longer
than in other FMCG sectors. As a result, collection patterns may extend beyond 90 days without indicating default.
Accordingly, the Group considers a financial asset to be in default when it is more than 360 days past due or when there is
other objective evidence that the debtor is unlikely to pay its obligations in full, including indications of deterioration in the
counterparty’s financial position, operational cash flow constraints or adverse business developments.
The Group assesses at each reporting date whether the credit risk of a financial instrument has increased significantly since
initial recognition. This assessment is based on a combination of quantitative and qualitative information, including forward-
looking data where available.
As a primary quantitative indicator, the Group considers that a significant increase in credit risk has occurred when
contractual payments are more than 180 days past due.
In addition, the Group considers qualitative factors, including:
• deterioration in the financial position of the counterparty;
• adverse changes in the counterparty’s operating performance or business environment;
• delays in payments beyond normal trading terms;
• historical payment behaviour and collection experience; and
• other forward-looking information indicating increased credit risk.
The Group operates in the wine industry and has a significant share of export sales. As a result, collection periods may be
longer due to international logistics, commercial arrangements and industry-specific sales cycles. Accordingly, ageing alone
is not considered sufficient to indicate a significant increase in credit risk without considering the underlying circumstances
of the receivable.
Financial assets that have not experienced a significant increase in credit risk are classified in Stage 1 and are subject to a
12-month expected credit loss. Where a significant increase in credit risk is identified, the financial asset is transferred to
Stage 2 and lifetime expected credit losses are recognised
The following table provides information about the exposure to credit risk and ECLs for trade receivables as at 31 December
2024:

| Weighted- | Gross | Gross |  |
| average loss | (not | (defaulted) | Impairment | Net
| rate | defaulted) |  |  |
Not due | 0.51% | 77,333,550 | - | 394,401 | 76,939,149
Overdue less than 1 month | 13.00% | 12,994,463 | - | 1,689,280 | 11,305,183
Overdue 1 to 3 months | 14.18% | 3,482,622 | - | 493,894 | 2,988,728
Overdue 3 to 6 months | 39.88% | 735,785 | - | 293,431 | 442,354
Overdue 6 months to 1 year | 6.36% | 103,829 | - | 6,603 | 97,226
Overdue more than 1 year | 26.92% | 1,518,459 | - | 408,769 | 1,109,690
Total | 3.42% | 96,168,708 | - | 3,286,378 | 92,882,330

Loss rates are based on actual credit loss experience over the past four years.
The movement in the allowance for impairment with respect to trade receivables during the year was as follows:

| Trade receivables
Balance 1 January 2024 | 4,610,644
Impairment loss | 1,584,086
Write off | (2,768,744)
Interest income | -
Effect of movement in exchange rates | (139,608)
Balance 31 December 2024 | 3,286,378
Impairment loss | 896,329
Write off | (419,735)
Interest income | -
Effect of movement in exchange rates | (321,675)
Balance 31 December 2025 | 3,441,297

Purcari Wineries PCL | Consolidated Financial Statements
232 | Notes to the consolidated financial statements for the year ended 31 December 2025
The impairment allowance of receivables is used to record impairment losses, unless the Group believes that no recovery of
the amount is possible, in which case the allowances for amounts considered irrecoverable are written off against the
financial asset.
Cash and cash equivalents
Cash and cash equivalents are placed with a limited number of local financial institutions. Even though these banks do not
have international credit ratings (except Unicredit Bank SA and Banca Transilvania SA in Romania), they are considered as
reliable counterparts, as these have stable positions in the financial markets in which they operate.
The Group held cash and cash equivalents of RON 19,138,063 at 31 December 2025 (2024: RON 20,703,484), which
represent its maximum credit exposure on these assets. 75% of cash and cash equivalents as at 31 December 2025 (2024:
65%) is deposited in banks, with whom the Group has secured loans. 10% of cash and cash equivalents as at 31 December
2025 is held with Unicredit Bank SA Romania with Fitch credit rating BBB+ (2024: 18% and credit rating BBB).
The Expected Credit Loss (ECL) on cash and cash equivalents has been calculated in accordance with IFRS 9 Financial
Instruments. The Group assesses ECL based on the probability of default (PD) derived from Standard & Poor′s external
credit ratings of the home bank/ country, the loss given default (LGD) determined based on management's assessment of
recoverability and the exposure at default (EAD), represented by the nominal balances held at year-end. Given the short-term
nature of cash and cash equivalents, 12-month ECL is applied.
Based on this assessment, an ECL provision on cash and cash equivalents of RON 75,172 (2024: RON 559,865) has been
recognised in the consolidated financial statements.
Cash and cash equivalents
Balance 1 January 2024
-
Expected ECL provision (Note 23)
559,000
Effect of movement in exchange rates
865
Balance 31 December 2024
559,865
Expected ECL provision (Note 23)
-
Reverse of provision
(484,693)
Adjustments
Effect of movement in exchange rates
-
Balance 31 December 2025
75,172
Purcari Wineries PCL | Consolidated Financial Statements
233 | Notes to the consolidated financial statements for the year ended 31 December 2025
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group's reputation.
The Group monitors the level of expected cash inflows on trade receivables together with expected cash outflows on borrowings and lease liabilities and trade and other payables. The shortages
in working capital and cash outflows for investment activities are financed through new credit facilities made available by the banks.
The Group holds no financial assets that are readily saleable to generate cash inflows to meet cash outflows on financial liabilities.
The following were the estimated cash outflows for trade and other payables and contractual maturities of borrowings and lease liabilities, including estimated interest payments and excluding
the impact of netting agreements:
As of 31 December 2025, there were no breaches of the loan covenants.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group's income or the value of its holdings of financial instruments. The
Group does not use derivatives (interest rate or foreign exchange swaps) such as hedging instruments under a fair value hedge accounting model. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimizing the return.

| Carrying | Total | Less than 1 | Between | Between | More than 2
Monetary liabilities | Amount | Contractual | month | 1 – 12 months | 1-2 years | years
|  | Cash Flow |  |  |  |
31 December 2025 |  |  |  |  |  |
Trade and other payables | 80,905,308 | 80,905,308 | 33,984,774 | 46,920,534 | - | -
Dividends payables | 2,117,512 | 2,117,512 | - | 2,117,512 | - | -
Borrowings (Note 16) | 279,189,267 | 296,140,762 | 13,815,546 | 152,692,509 | 108,347,904 | 21,284,802
Lease liabilities (Note 17) | 9,559,146 | 14,192,787 | 1,267,711 | 1,532,312 | 1,900,223 | 9,492,541
Put option over non-controlling interests (Note 8) | 10,472,961 | 13,310,353 | - | - | - | 13,310,353
Total | 382,244,194 | 406,666,722 | 49,068,031 | 203,262,867 | 110,248,127 | 44,087,696
31 December 2024 |  |  |  |  |  |
Trade and other payables | 70,934,977 | 70,934,977 | 44,539,461 | 26,395,516 | - | -
Dividends payable | 2,889,572 | 2,889,572 | - | 2,889,572 | - | -
Borrowings (Note 16) | 202,142,836 | 208,870,175 | 2,554,828 | 80,075,720 | 87,951,354 | 38,288,273
Lease liabilities (Note 17) | 7,628,155 | 8,731,584 | 108,094 | 2,017,118 | 560,328 | 6,046,044
Put option over non-controlling interests (Note 8) | 8,460,102 | 12,985,589 | - | - | - | 12,985,589
Total | 292,055,642 | 304,411,897 | 47,202,383 | 111,377,926 | 88,511,682 | 57,319,906

Purcari Wineries PCL | Consolidated Financial Statements
234 | Notes to the consolidated financial statements for the year ended 31 December 2025
Currency risk
The following significant exchange rates applied during the year:
31 December 2025
Average
2025
31 December 2024
Average
2024
MDL1
0,2580
0,2573
0.2576
0.2584
EUR 1
5,0985
5,0415
4.9741
4.9746
USD 1
4,3417
4,4705
4.7768
4.5984
BGN 1
2,6068
2,577
2.5432
2.5435
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the
respective functional currencies of Group entities. The currencies in which these transactions are primarily denominated are
EUR, USD, MDL, BGN, TRY and RON. The Group does not use any financial instruments for mitigating currency risk.
The summary of quantitative data about the Group's monetary assets and monetary liabilities in original currency provided
to management of the Group based on its risk management policy was as follows:
TRY
EUR
USD
MDL
RON
BGN
Total
31 December 2025
Monetary assets
Loan receivable
-
2,509,777
-
-
-
-
2,509,777
Cash and cash
equivalents
-
5,265,986
1,914,995
9,114,966
2,158,704
683,412
19,138,063
Trade receivable
924,987
11,482,906
8,401,656
11,472,864
89,280,555
3,368,303
124,931,271
Total monetary
assets
924,987
19,258,669
10,316,651
20,587,830
91,439,259
4,051,715
146,579,111
Monetary liabilities
Borrowings
-
256,057,508
138,735
-
15,396,667
7,596,357
279,189,267
Lease liabilities
-
3,092,259
6,216,501
250,386
9,559,146
Trade and other
payable
32,858
20,854,426
2,057,511
42,064,029
12,129,151
3,767,333
80,905,308
Dividends payable
-
-
-
2,117,512
-
-
2,117,512
Put option over non-
controlling interests
(Note 8)
-
10,472,961
-
-
-
-
10,472,961
Total monetary
liabilities
32,858
290,477,154
2,196,246
50,398,042
27,525,818
11,614,076
382,244,194
Net statement of
financial position
exposure
892,129
(271,218,485)
8,120,405
(29,810,212)
63,913,441
(7,562,361)
(235,665,083)
31 December 2024
Monetary assets
Loan receivable
-
2,431,023
-
-
-
-
2,431,023
Cash and cash
equivalents
3,109,028
6,927,640
2,252,309
6,295,888
1,921,868
196,751
20,703,484
Trade receivable
-
10,779,446
5,989,187
7,812,723
68,055,200
245,774
92,882,330
Total monetary
assets
3,109,028
20,138,109
8,241,496
14,108,611
69,977,068
442,525
116,016,837
Monetary liabilities
Borrowings
-
196,481,864
735,055
-
-
4,925,917
202,142,836
Lease liabilities
-
1,257,685
-
6,124,106
-
246,364
7,628,155
Trade and other
payable
687,596
15,020,576
519,356
34,171,713
13,690,584
6,845,152
70,934,977
Dividends payables
-
-
-
2,889,572
-
-
2,889,572
Put option over non-
controlling interests
(Note 8)
-
8,460,102
-
-
-
-
8,460,102
Total monetary
liabilities
687,596
221,220,227
1,254,411
43,185,391
13,690,584
12,017,433
292,055,642
Net statement of
financial position
exposure
2,421,432
(201,082,118)
6,987,085
(29,076,780)
56,286,484
(11,574,908)
(176,038,805)
Purcari Wineries PCL | Consolidated Financial Statements
235 | Notes to the consolidated financial statements for the year ended 31 December 2025
Exposure to currency risk
For monetary assets and liabilities, the Group is exposed to currency risk only for balances denominated in EUR and USD.
Sensitivity analysis
A 10% strengthening of the EUR against RON, MDL and BGN would have decreased the profit before tax by RON -
27,121,849 for the year 2025 and decreased the equity with the same amount (2024: RON 20,108,212). A 10% strengthening
of the USD against RON, MDL and BGN would have increased the profit before tax by RON 812,041 for the year 2025 and
increased the equity with the same amount (2024: RON 698,709). This analysis is based on foreign currency exchange rate
variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other
variables, in particular interest rates, remain constant. The analysis has been carried out on the same basis for the years 2025
and 2024, although the reasonably possible foreign exchange rate variances were different. There were no changes in
methods and assumptions from prior year.
Interest rate risk
Profile
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
31 December
2025
31 December
2024
Fixed rate instruments
Financial assets
2,509,777
2,431,023
Financial liabilities
(9,559,146)
(7,628,155)
Total fixed rate instruments
(7,049,369)
(5,197,132)
Variable rate instruments
Financial assets
-
-
Financial liabilities
(279,189,267)
(202,142,836)
Total variable rate instruments
(279,189,267)
(202,142,836)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the
Group does not use derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
An increase/decrease of 100 basis points in interest rates at the reporting date would have decreased/increased the profit
before tax by RON 2,791,893 for the year 2025 and would decrease/increase the equity with the same amount (2024: RON
2,021,428). The analysis assumes that all other variables, in particular foreign exchange rates, remain constant. There were
no changes in methods and assumptions from prior year.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order
to provide returns for the shareholders and benefits for other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net
debt is calculated as total borrowings and lease liabilities less cash and cash equivalents. Total capital is calculated as total
equity plus net debt.
The gearing ratios as at 31 December 2025 and 31 December 2024 were as follows:

| 31 December 2025 | 31 December 2024
Borrowings (Note 16) | 279,189,267 | 202,142,836
Lease liabilities (Note 17) | 9,559,146 | 7,628,155
Less: Cash and cash equivalents (Note 14) | (19,138,063) | (20,703,484)
Net debt | 269,610,350 | 189,067,507
Total equity | 431,877,496 | 398,258,936
Total capital | 701,487,84 6 | 587,326,443
Gearing ratio | 38.43% | 32.19%

Purcari Wineries PCL | Consolidated Financial Statements
236 | Notes to the consolidated financial statements for the year ended 31 December 2025
The Group has borrowing agreements concluded with banks, which require that covenants have to be met in accordance
with provisions of those agreements. The Group’s management assesses on a yearly basis whether these covenants have
been met and that ratios stated by the banks are within the required threshold.
According to laws and regulations in Romania, the net assets of the Group’s subsidiar ies domiciled in this country (Crama
Ceptura SRL, Vinoteca Gherasim Constantinescu SRL), determined as the difference between total assets and total liabilities
based on statutory financial statements, should not decrease to less than half of the subscribed share capital. All subsidiaries
domiciled in Romania complied with this capital requirement based on the unaudited statutory financial statements, except
for Vinoteca Gherasim Constantinescu SRL, therefore an extraordinary general meeting of shareholders should be organized
to decide on the measures to be implemented as required by the legislation in force.
According to laws and regulations in the Republic of Moldova, the net assets of the Group’s subsidiaries domiciled in this
country (Vinaria Bostavan SRL, Vinaria Purcari SRL, Vinaria Bardar SA, Domeniile Cuza SRL, Casa Purcari SRL, Vintech
Innovations SRL), determined as the difference between total assets and total liabilities based on statutory financial
statements, should not decrease to less than the subscribed share capital. The Group’s subsidiaries domiciled in Republic of
Moldova complied with this capital requirement based on the audited statutory financial statements.
According to laws and regulations in Bulgaria, the net assets of the Group’s subsidiary domiciled in this country (Angel’s
Estate SA), determined as the difference between total assets and total liabilities based on statutory financial statements,
should not decrease to less than the subscribed share capital. Angel’s Estate SA complied with this capital requirement based
on the unaudited statutory financial statements.
Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial
position are presented in the below table. The table does not include the financial assets and liabilities which are not measured
at fair value, if the carrying amount approximates the fair value.
Carrying amount
Fair value
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Financial assets
Loans receivables
2,509,777
2,431,023
2,209,587
2,277,305
Financial liabilities
Borrowings
279,189,267
202,142,836
276,606,164
196,793,666
Lease liabilities
9,559,146
7,628,155
8,095,881
8,112,659
Financial assets measured at fair value are disclosed in Note 9 to the consolidated financial statements. Financial liabilities
measured at fair value are disclosed in Note 8.
Interest bearing borrowings and lease liabilities
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rat e
of interest at the reporting date. For lease liabilities the market rate of interest is determined by reference to similar lease
agreements.
The fair value measurement of the above assets and liabilities for disclosure purposes has been categorized as a Level 3 fair
value (see Note 5 b)).
Interest rates used to determine fair value
The interest rates used to discount estimated cash flows, when applicable, are based on market interest rates at the reportin g
date, and were as follows:

| 31 December 2025 | 31 December 2024
Borrowings and lease liabilities denominated in MDL | 5.00-9.21% | 8.03-8.91%
Borrowings and lease liabilities denominated in RON | 6.50%-7.50% | 8.31%-8.67%
Borrowings and lease liabilities denominated in BGN | 1.81%-3.89% | 3.89%-4.17%
Borrowings and lease liabilities denominated in EUR and USD | 2.15%-5.50% | 5.88-7.48%

Purcari Wineries PCL | Consolidated Financial Statements
237 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 30. Non-controlling interests
The following tables summarized the information relating to each of the Group’s subsidiaries that has non-controlling
interests, before any intra-group eliminations.
31 December 2025
Angel’s
Estate
Vinaria
Bardar
Intragroup
eliminations
Total
NCI percentage
24.00%
43.95%
Non-current assets
64,796,367
17,870,486
Current assets
32,615,014
84,263,016
Non-current liabilities
(44,942,631)
(11,659,799)
Current liabilities
(22,100,931)
(23,007,219)
Net assets
30,367,819
67,466,484
Carrying amount of NCI
7,288,277
29,650,031
403,258
37,341,566
Revenue
21,319,928
31,946,392
Profit /(loss)
(8,946,405)
9,270,427
OCI
(3,666,225)
(3,403)
Total comprehensive income
(12,612,630)
9,267,024
Profit /(loss) allocated to NCI
(2,147,137)
4,074,148
(82,695)
1,844,314
OCI allocated to NCI
(879,894)
(1,496)
515,458
(365,932)
31 December 2024
Angel’s
Estate
Vinaria
Bardar
Intragroup
eliminations
Total
NCI percentage
24.00%
43.95%
Non-current assets
53,307,868
17,211,968
Current assets
22,923,417
73,328,492
Non-current liabilities
(28,043,374)
(8,569,013)
Current liabilities
(12,650,677)
(19,155,277)
Net assets
35,537,234
62,816,170
Carrying amount of NCI
8,528,936
27,606,320
1,724,544
37,859,800
Revenue
15,196,605
28,566,269
Profit /(loss)
(4,961,760)
9,293,528
OCI
(7,563,967)
(263,884)
Total comprehensive income
(12,525,727)
9,029,644
Profit /(loss) allocated to NCI
(1,190,822)
4,084,300
2,019,273
3,049,467
OCI allocated to NCI
(1,815,352)
(115,971)
2,982,440
1,051,117
Purcari Wineries PCL | Consolidated Financial Statements
238 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 31. Related parties
The main shareholders are presented within Note 14. As at 31 December 2025, Maspex Romania S.R.L. held 73.23% of the
Company’s share capital and is considered the Company’s immediate parent entity, exercising control in accordance with
IFRS 10. Maspex Romania S.R.L. is part of a group of companies controlled by Maspex Holding S.A., a joint stock company
incorporated in Poland. Maspex Holding S.A. is 99.23% owned by GMW Partners Sp. z o.o., a company incorporated in
Poland, which is in turn wholly owned by 13 individual shareholders and none of them has majority control. Accordingly,
GMW Partners Sp. z o.o. represents the ultimate controlling party of the Group.
Based on information available to management, no parent entity in the ownership chain has been identified as preparing
consolidated financial statements available for public use.
The Group’s related parties for the years 2025 and 2024 were the following:
Name of the entity
Relationship with the Company
Key management personnel
Members of board of directors of the Company, CEOs, COO, CFO and Sales Director of Group
entities
Victor Bostan
CEO, Member of the Board of Directors, significant shareholder through Amboselt Universal Inc.
Agro Sud Invest SRL
Entity controlled by a key member of management through a significant shareholding
BSC Agro SRL
Entity controlled by a key member of management through a significant shareholding
Victoriavin SRL
Entity controlled by Victor Bostan through a significant shareholding
Media Alternativa AO
Common member in the board of directors (until 15 December 2025)
MAIB SA
Common member in the board of directors (until 15 December 2025)
Outstanding balances at the reporting date are unsecured, unless otherwise disclosed, and may be interest-bearing or interest-
free depending on their nature. Such balances are generally settled in cash and within normal credit terms. No guarantees
have been provided or received in respect of related party balances.
Key management personnel and other related party transactions:
Transaction value
for the year ended 31 December
Outstanding balance -
receivable/(payable) as at
31 December
2025
2024
2025
2024
Victor Bostan
- Fixed salary
(965,437)
(1,089,534)
(1,051,206)
(2,353,016)
Alexandru Filip
- Salaries,bonuses for performance and
termination compensation*
(3,200,052)
-
(899,390)
(74,612)
- Share awards*
(3,669,267)
-
-
-
Victoriavin SRL (for terms and conditions please refer to Note 17)
- Lease liabilities
-
-
(6,109,057)
(4,512,337)
- Loan receivables
795,057
-
797,220
- Interest expense
(618,831)
(344,755)
-
-
- Interest income
25,101
-
-
-
- Operating leases
(19,143)
(49,608)
-
-
- Acquisition of inventories
-
(2,713)
-
-
MAIB SA (for terms and conditions please refer to Note 16)
- Sales of merchandise
80,213
4,073
-
-
- Interest expense
(5,691,624)
(6,289,802)
-
-
- Trade receivables
-
(43)
13,522
(9,006)
- Bank charges
(232,960)
(272,511)
-
-
- Secured bank loans
(12,793,652)
28,497,174
(102,053,709)
(112,390,598)
- Cash and cash equivalents
-
-
9,540,295
11,085,721
Agro Sud Invest SRL (the cost is based on tariff per work, invoicing and payments are made on a monthly basis)
- Agricultural services
(12,212,531)
(10,539,833)
-
-
- Trade payable
-
-
(1,299,539)
(449,552)
Purcari Wineries PCL | Consolidated Financial Statements
239 | Notes to the consolidated financial statements for the year ended 31 December 2025
BSC Agro SRL (the cost is based on tariff per work, invoicing and payments are made on a monthly basis)
- Agricultural services
(9,186,733)
(8,130,945)
-
-
- Trade payable
-
-
(1,260,076)
(718,326)
Media Alternativa AO (non-recurring promo services based on tariff per work)
- Sales of merchandise
14,868
4,866
-
-
- Trade receivable
-
-
-
10,580
- Marketing services
(14,257)
(10,177)
-
-
Key management personnel
- Salaries and bonuses for performance
(6,951,661)
(8,237,488)
(1,057,005)
(2,347,836)
- Equity-settled share-based payment
(1,578,144)
(4,935,184)
-
-
Note*: The amounts disclosed for Mr Alexandru Filip include remuneration and benefits granted or due in connection with
the termination of mandate, including termination compensation and the accelerated vesting of outstanding share-based
awards.
Note 32. Commitments and contingencies
(i) Capital commitments
According to the arrangements related to acquisition of subsidiary Angel’s Estate SA in Bulgaria, the Company is committed
to provide a EUR 6,000,000 loan during the years 2023-2025 for modernization of production facilities. During the period
2023-2025 the Company provided EUR 6,057,557.
As at 31 December 2025, the full amount had been disbursed and, accordingly, the Group had no remaining commitment
under this arrangement.
(i) Litigations and claims
As at the reporting date, the Group is not involved in any litigations or legal disputes. Accordingly, no provisions or
contingent liabilities related to litigations have been recognized or disclosed in the financial statements.
(ii) Fiscal environment
The tax laws and regulations in Romania, Moldova, Bulgaria, and Cyprus may be subject to change, and there may be
changes in interpretation and enforcement of tax law. The tax systems in these countries can be characterized by numerous
taxes and frequently changing legislation, open to interpretation and which, in some cases are conflicting. These changes in
tax law and/or interpretation and enforcement of the tax law may be difficult for the Group to predict, and the Group may
therefore be unprepared for these changes. As a result, the Group may face increases in taxes payable if tax laws or
regulations are modified by the competent authorities in an adverse manner or are interpreted in a way that is different from
Group’s interpretation. This could have a material adverse effect on the Group’s financial statements, due to possible
additional tax liabilities, including fines, penalties and charged interest.
Tax audits consist of detailed verifications of taxpayers accounting records. These audits sometimes take place months, or
even years, after the date tax liabilities have been established. Tax returns may be subject to revision and corrections by tax
authorities, generally for a five-year period after they are completed in Romania and Bulgaria, a four-year period in the
Republic of Moldova and six years in Cyprus. Consequently, companies may be found liable for significant taxes and fines.
The Group regularly makes an assessment of tax risks and establishes tax provisions, which represent management’s best
estimate. Furthermore, also based on consultations with relevant tax advisors, management believes that it has adequately
provided for tax risks and liabilities. However, the interpretations of the relevant authorities could differ and the effect on
these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be
significant.
The Company estimated an amount of RON 1,003,363 (EUR 202,185) for the possible claim from the tax authorities.
Purcari Wineries PCL | Consolidated Financial Statements
240 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 33. EBITDA
Earnings before Interest, Tax, Depreciation and Amortisation (“EBITDA”) is calculated as profit for the year (as presented
in the consolidated statement of profit or loss and other comprehensive income), and adding back the income tax, net finance
result and total amortization of intangible assets and total depreciation of property plant and equipment (as presented in
Notes 8 and 12).
The management of the Group has presented EBITDA as they monitor this performance measure at a consolidated level,
and they believe this measure is relevant to an understanding of the Group’s financial performance.
EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Moreover, EBITDA is not
uniformly defined. The method used to calculate EBITDA by other companies may differ significantly from that used by
the Group. Consequently, the EBITDA presented in this note cannot, as such, be relied upon for the purpose of comparison
to EBITDA of other companies.
EBITDA for the years ended 31 December 2025 and 31 December 2024 was as follows:

| Indicator | Note | 2025 | 2024
Adjusted EBITDA | Adjusted |  | 112,762,799 | 110,966,894
| EBITDA |  |  |
Net loss from deconsolidation of subsidiary |  |  | - | (4,424,439)
EBITDA | EBITDA |  | 112,762,799 | 106,542,455
Less: depreciation for the year |  | 8 | (32,090,505) | (27,214,554)
Less: amortization for the year |  | 12 | (830,869) | (1,459,500)
Result from operating activities | EBIT |  | 79,841,425 | 77,868,401
Less: net finance (loss) / income |  | 27 | (14,614,593) | (7,099,656)
Earnings Before Income Taxes | EBT |  | 65,226,832 | 70,768,745
Less: tax expense |  | 28 | (11,213,075) | (12,038,009)
Profit for the year |  |  | 54,013,757 | 58,730,736

The Group presents Adjusted EBITDA as a supplemental measure of its operational performance. Adjusted EBITDA is
defined as EBITDA adjusted to exclude the impact of non-recurring or non-operational items that do not reflect the Group's
core business performance.
The adjustment of EBITDA for 2024 was recognized in relation to the loss of control over Ecosmart and the subsequent
deconsolidation of the subsidiary. The total net impact on profit of the year incorporates the loss from the deconsolidation
of Ecosmart of RON 4,424,439.
Purcari Wineries PCL | Consolidated Financial Statements
241 | Notes to the consolidated financial statements for the year ended 31 December 2025
Note 34. Events after the reporting period
There were no further material events after the reporting period, except:
Change in the composition of the Board of Directors
Effective 30 January 2026, Mr Alexandru Filip submitted his resignation as a member of the Board of Directors. Following
his resignation, the Board comprises six members (previously seven).
Share capital increase and share allotments
On 19 January 2026, the Board of Directors approved an increase in the Company’s share capital through the issuance of
124,602 ordinary shares with a nominal value of EUR 0.01 each, resulting in a total nominal increase of EUR 1,246.02. The
share capital increase was undertaken solely to settle obligations arising from PSU and PSO arrangements following the
amicable termination of the mandate of Mr Alexandru Filip.
On 6 February 2026, the Board of Directors approved the free-of-charge allotment of 7,739 ordinary shares with a nominal
value of EUR 0.01 each to Mr Stefan Catrina, Strategy and Transformation Director, under the Management Incentive Plan
2024–2027. The shares were funded from the Company’s share premium reserve and were issued exclusively in settlement
of rights arising from PSU and PSO arrangements.
On 9 February 2026, the Romanian Financial Supervisory Authority issued the Certificate of Registration of Financial
Instruments No. AC-4603-8/09.02.2026 in connection with the above share capital increase.
M&A update
On 29 January 2026, the Company announced the submission of a binding offer for the potential acquisition of 100% of the
share capital of SERVE Ceptura SRL (Dealu Mare, Romania). Completion of the transaction remains subject to the
negotiation and execution of definitive transaction documentation and the receipt of all required approvals, including foreign
direct investment clearance.
On 03 April 2026, Crama Ceptura has signed an agreement to acquire 100% of CaraprodVin SRL, a wine producer located
in Vârteșcoiu commune, Vrancea County, Romania. CaraprodVin brings into the Group 33.18 hectares of vineyards and a
primary winemaking facility of over 1,440 sqm, located in the heart of Romania’s largest grape-producing region. Vrancea
is particularly known for its white grape varieties, which naturally complements the profile that Crama Ceptura has built
over the years in Dealu Mare.
Purcari Wineries PCL | Separate Financial Statements
242 | Company Separate Financial Statements
Purcari Wineries
Public Company Limited
Separate Financial Statements
for the year ended 31 December 2025
prepared in accordance with
IFRS Accounting Standards
as adopted by the European Union and the
requirement
of the Cyprus Companies Law, Cap. 113.
Purcari Wineries PCL | Separate Financial Statements
243
CONTENTS
PAGE
Independent Auditor’s Report to the Members of Purcari Wineries Public
Company Limited on the Separate Financial Statements
244
Statement of Financial Position
250
Statement of Profit or Loss and Other Comprehensive Income
251
Statement of Changes in Equity
252
Statement of Cash Flows
253
Notes to the Separate financial statements
254 – 280
244
245
246
247
248
249
Purcari Wineries PCL | Separate Financial Statements
250
Statement of Financial Position as at 31 December 2025
all amounts are in RON, unless stated otherwise
Note
31-Dec-2025
31-Dec-2024
restated
1-Jan-2024
restated
ASSETS
Investments in subsidiaries
11
167,052,339
158,708,998
130,673,648
Equity instruments measured at fair value
through profit and loss
12
13,618,591
7,795,841
5,099,924
Loans receivable
13
33,656,688
20,447,387
23,035,909
Non-current assets
214,327,618
186,952,226
158,809,481
Other receivable
14
31,981,553
13,412,433
15,661,375
Loans receivable
13
2,509,777
2,431,023
2,549,619
Cash and cash equivalents
15
1,213,212
121,604
2,954,883
Current assets
35,704,542
15,965,060
21,165,877
Total assets
250,032,160
202,917,286
179,975,358
EQUITY
Share capital
16
2,065,559
2,032,198
2,020,462
Share premium
16
51,269,120
45,503,042
43,652,065
Treasury shares reserves
16
-
-
(662,996)
Capital reserves
16
69,102,693
69,102,693
69,102,693
Other reserves
16
5,163,811
5,735,918
4,936,567
Foreign currency translation reserves
16
13,596,582
7,674,219
7,915,142
Retained earnings
101,552,880
63,841,816
45,311,581
Total equity
242,750,652
193,889,886
172,275,514
Trade and other payable
17
4,163,510
6,093,536
5,590,302
Provisions
18
3,117,998
2,933,864
2,109,542
Current liabilities
7,281,508
9,027,400
7,699,844
Total equity and liabilities
250,032,160
202,917,286
179,975,358
On 30 of April 2026 the Board of Directors of Purcari Wineries Public Company Limited authorised these financial
statements for issue.
Krzysztof Grabowski
Victor Bostan
Anatolie Belibov
Chairman of the Board of Directors
Chief Executive Officer
Chief Financial Officer
Purcari Wineries PCL | Separate Financial Statements
251 | Statement of Profit or Loss and Other Comprehensive Income as at 31 December 2025
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise
Note
2025
2024
restated
Revenue
7
64,359,544
53,763,445
Administrative expenses
8
(7,464,121)
(10,906,211)
Impairment (loss) on trade and loan receivable
-
(109,499)
Operating profit
56,895,423
42,747,735
Finance income
9
7,586,358
3,599,423
Finance costs
9
(125,139)
(8,968)
Net finance income
9
7,461,219
3,590,455
Profit before tax
64,356,642
46,338,190
Tax expense
10
(368,240)
(1,305,107)
Net profit for the year
63,988,402
45,033,083
Other comprehensive income
Exchange differences on translation of balances to presentation
currency
(5,437,065)
(220,542)
Other comprehensive income/(loss) for the year
(5,437,065)
(220,542)
Total comprehensive income for the year attributable to owners
58,551,337
44,812,541
Purcari Wineries PCL | Separate Financial Statements
252 | Statement of Changes in Equity for the year ended 31 December 2025
Statement of Changes in Equity for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise
Share capital
Share
premium
Treasury
Shares
Reserves
Capital reserves
Other
reserves
Foreign currency
translation reserve
Retained
earnings
Total
Balance at 1 January 2024 (reported)
2,020,462
43,652,065
(662,997)
69,102,693
4,936,567
7,915,143
31,212,707
158,176,640
Effect of restatement (Note 6)
14,098,874
14,098,874
Balance at 1 January 2024 (restated)
2,020,462
43,652,065
(662,997)
69,102,693
4,936,567
7,915,143
45,311,581
172,275,514
Total comprehensive income for the year
Net profit for the year * (Note 6)
-
-
-
-
-
-
45,033,083
45,033,083
Exchange differences on translation of balances to
presentation currency * (Note 6)
-
-
-
-
-
(240,924)
-
(240,924)
Total comprehensive income for the year
-
-
-
-
-
(240,924)
45,033,083
44,792,159
Transactions with owners of the Company
Dividends (Note 14)
-
-
-
-
-
-
(26,229,641)
(26,229,641)
Shares vested to employees (Note 14)
-
-
389,790
-
(389,790)
-
-
-
Share capital increase
11,736
1,163,264
-
-
-
-
-
1,175,000
Recycling of treasury shares reserves
-
-
273,207
-
-
-
(273,207)
-
Equity-settled share-based payments (Note 14)
-
-
-
-
1,876,854
-
-
1,876,854
Exercise of stock options
-
687,713
-
-
(687,713)
-
-
-
Total transactions with owners of the Company
11,736
1,850,977
662,997
-
799,351
-
(26,502,848)
(23,177,787)
Balance at 31 December 2024 / 1 January 2025
(restated)
2,032,198
45,503,042
-
69,102,693
5,735,918
7,674,219
63,841,816
193,889,886
Total comprehensive income for the year
Net profit for the year
-
-
-
-
-
-
63,988,402
63,988,402
Exchange differences on translation of balances to
presentation currency
-
-
-
-
----
5,922,370
-
5,922,370
Total comprehensive income for the year
-
-
-
-
-
5,922,370
63,988,402
69,910,772
Transactions with owners of the Company
Dividends (Note 14)
-
-
-
-
-
-
(26,277,338)
(26,277,338)
Shares vested to employees (Note 14)
-
2,935,771
-
-
(2,935,771)
-
-
-
Share capital increase
33,361
1,500,957
-
-
(1,534,318)
-
-
-
Recycling of treasury shares reserves
-
-
-
-
-
-
-
-
Equity-settled share-based payments (Note 14)
-
-
-
-
3,897,982
-
-
3,897,982
Exercise of stock options
-
1,329,350
-
-
-
-
-
1,329,350
Total transactions with owners of the Company
33,361
5,766,078
-
-
(572,107)
-
(26,277,338)
(21,050,006)
Balance at 31 December 2025
2,065,559
51,269,120
-
69,102,693
5,163,811
13,596,589
101,552,880
242,750,652
Purcari Wineries PCL | Separate Financial Statements
253 | Statement of Cash Flows for the year ended for the year ended 31 December 2025
Statement of Cash Flows for the year ended
31 December 2025
all amounts are in RON, unless stated otherwise
Note
2025
2024
restated
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
64,356,642
46,338,190
Adjustments for:
Equity-settled share-based payment transactions
8
-
-
Unrealized exchange loss
11,143,953
(377,257)
Dividend income
7,19.1
(60,321,376)
(53,763,445)
Interest income
9
(2,043,031)
(856,805)
Change in fair value of equity instruments at FVTPL
9
(5,549,835)
(2,709,245)
Operating loss before working capital changes
7,586,353
(11,368,562)
Changes in working capital:
Decrease in other receivable
(18,569,120)
2,248,942
(Decrease)/Increase in trade and other payable
1,876,957
475,115
Cash (used in) generated from operations
(9,105,810)
(8,644,505)
Interest received
189,472
130,090
Tax paid
10
(368,240)
(1,305,107)
Net cash (used in) generated from operating activities
(9,284,578)
(9,819,522)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary
11
-
(13,949,616)
Dividends received
45,903,551
55,084,283
Loans reimbursed from / (granted to) third parties
-
666,475
Loans granted intercompany
(10,596,224)
(9,785,633)
Net cash generated from investing activities
35,307,327
32,015,509
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
(26,277,338)
(26,229,641)
Proceeds from exercise of share options
1,343,858
1,175,000
Net cash used in financing activities
(24,933,480)
(25,054,641)
Net increase (decrease) in cash and cash equivalents
1,089,269
(2,858,654)
Cash and cash equivalents at beginning of the year
121,604
2,954,883
Effect of movements in exchange rates on cash held
2,339
25,375
Cash and cash equivalents at end of the year
15
1,213,212
121,604
Purcari Wineries PCL |Separate Financial Statements
254 | Notes to the consolidated financial statements for the year ended 31 December 2025
Notes to the Separate Financial Statements for the year ended 31 December 2025
all amounts are in RON, unless stated otherwise
1. Incorporation and principal activities
Country of incorporation
Purcari Wineries Public Company Limited (the ‘’Company’’) was incorporated in Cyprus on 14 June 2007 as a private
limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. As at 11 January 2018 the Company
has been transformed into a public company and its shares started being traded at Bucharest Stock Exchange on February
15, 2018. Its registered office is at 1 Lampousas Street, 1095 Nicosia, Cyprus.
Principal activities and nature of operations of the Company
The principal Company’s activities, which are unchanged from prior year, are the holding investments and providing finance
to other companies.
2. Basis of preparation
Statement of compliance
These separate financial statements of the Company have been prepared in accordance with IFRS Accounting Standards as
adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113.
As of the date of the authorization of the financial statements, all IFRS Accounting Standards issued by the International
Accounting Standards Board (IASB) that are effective as of 1 January 2025 and are relevant to the Company’s operations
have been adopted by the EU through the endorsement procedure established by the European Commission.
The Company is required to by the Cyprus Companies Law, Cap. 113, to prepare consolidated financial statements because
the Company and its subsidiaries constitute a public company as defined by the Law and the Company issues consolidated
financial statements for the year ended 31 December 2025 together with these Company separate financial statements for
the year ended 31 December 2025.
The material accounting policies applied in the preparation of these separate financial statements are set out below in Note
3. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of measurements
The financial statements have been prepared under the historical cost convention, other than equity investments at FVTPL
which were measured at fair value.
Standards and interpretation
Going concern basis
These parent financial statements have been prepared on a going concern basis, which assumes the Company will continue
its operations for the foreseeable future and will be able to meet its obligations and they become due.
The Company has also prepared consolidated financial statements in accordance with IFRS as adopted by the European
Union for the Company and its subsidiaries (the “Group”). The consolidated financial statements can be obtained from the
Company’s registered office.
Users of these parent’s separate financial statements should read them together with the Group’s consolidated financial
statements as at and for the year ended 31 December 2025 to obtain a proper understanding of the financial position, the
financial performance and the cash flows of the Company and the Group.
Adoption of new and revised International Financial Reporting Standards (IFRS) and Interpretations as adopted
by the European Union (EU)
As from 1 January 2025, the Company adopted all changes to IFRS Accounting Standards as adopted by the European
Union which are relevant to its operations. This adoption did not have a material effect on the Company’s separate
financial statements.
Purcari Wineries PCL |Separate Financial Statements
255 | Notes to the consolidated financial statements for the year ended 31 December 2025
The following new or amended IFRS Accounting Standards and interpretations have been issued by the International
Accounting Standards Board (“IASB”) but are not yet effective for annual periods beginning on 1 January 2025. The
Company does not plan to early adopt these new or amended standards and interpretations.
New or amended IFRS Accounting Standards and interpretations adopted by the EU
• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments, effective
for annual periods beginning on or after 1 January 2026. The Company is currently assessing the impact of these
amendments and does not expect them to have a material impact on the separate financial statements.
• Annual Improvements to IFRS Accounting Standards – Volume 11, effective for annual periods beginning
on or after 1 January 2026. The Company does not expect these amendments to have a material impact on the
separate financial statements.
• Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity, effective for
annual periods beginning on or after 1 January 2026. The Company does not expect these amendments to have a
material impact on the separate financial statements.
• IFRS 18 Presentation and Disclosure in Financial Statements, effective for annual periods beginning on or
after 1 January 2027. IFRS 18 is expected to impact the presentation and disclosure of the Company’s separate
financial statements. The Company is currently assessing the detailed impact of this standard.
New or amended IFRS Accounting Standards and interpretations not adopted by the EU
• IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective for annual periods beginning on
or after 1 January 2027. The Company is currently assessing the impact of this standard.
• Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency, effective for annual
periods beginning on or after 1 January 2027. The Company does not expect these amendments to have a
material impact on the separate financial statements.
• Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture, effective date postponed indefinitely. The Company does not expect these
amendments to have a material impact on the separate financial statements.
3. Material accounting policies
The material accounting policies adopted in the preparation of these financial statements are set out below. These policies
have been consistently applied to all years presented in these financial statements unless otherwise stated.
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investe e.
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognized as an
expense in the period in which the impairment is identified.
The Company carried out an analysis under which has identified no impairment indicators for the subsidiaries.
Revenue recognition
Revenues earned by the Company are recognized on the following bases:
Dividends
Dividend distribution to the Company’s shareholders is recognized in the Company’s financial statements in the year in
which they are approved by the Company’s shareholders.
Interest income
Interest income is recognized on a time-proportion basis using the effective interest method.
Share-based payments arrangements
The grant-date fair value of equity-settled share-based payment arrangements granted to employees of subsidiaries is
recognised as an increase in the cost of investment in subsidiaries, with a corresponding increase in equity, over the vestin g
period of the awards.
Purcari Wineries PCL |Separate Financial Statements
256 | Notes to the consolidated financial statements for the year ended 31 December 2025
The amount recognised as an increase in investment in subsidiaries is adjusted to reflect the number of awards for which the
related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is
based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is
measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Foreign currency translation
(1)
Functional and presentation currency
Items included in the Company's financial statements are measured using the currency of the primary economic
environment in which the entity operates ('the functional currency'), which is EUR. The financial statements are
presented in Romanian Leu (RON), the same presentation currency as for consolidated financial statements.
(2)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognized in profit or loss.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the
functional currency at the exchange rate when the fair value was determined. Foreign currency differences are
generally recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign
currency are not translated.
Changes in the fair value of monetary securities denominated in foreign currency classified as financial assets at
fair value through OCI are analysed between transaction differences resulting from changes in the amortised cost
of the security and other changes in the carrying amount of the security. Transaction differences related to changes
in amortised cost are recognised in profit or loss and other changes in carrying amount are recognised in other
comprehensive income.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value
are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such s equities
held at fair value through profit or loss, as part of the fair value gain or loss. Translation differences on non-monetary
financial assets, such as equities classified as fair value through other comprehensive income, are included in other
comprehensive income.
Tax
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities,
using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Financial instruments
Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are
initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.
A trade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at: amortized cost or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting
period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTP L:
•
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
•
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Purcari Wineries PCL |Separate Financial Statements
257 | Notes to the consolidated financial statements for the year ended 31 December 2025
All financial assets not classified as measured at amortized cost as described above are measured at FVTPL.
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are
recognised in profit or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced
by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.
Any gain or loss on derecognition is recognised in profit or loss.
Cash and cash equivalents
For the statement of cash flows, cash and cash equivalents comprise cash at bank.
Financial liabilities – measurement categories
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost.
Trade and other payable
Trade payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Trade and other payable are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade and other payable
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Derecognition
Financial assets
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
transferred and the group has transferred substantially all the risks and rewards of ownership.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The
Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Offsetting financial instruments
Financial assets and financial liabilities are offset, and the net amount reported in the statement of financial position if, and
only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a
net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master nettin g
agreements, and the related assets and liabilities are presented gross in the statement of financial position.
Impairment
The Company recognises loss allowances for ECLs on financial assets measured at amortised cost. Loss allowances for
trade receivables are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Group’s historical experience and informed credit assessment and including forward-looking information.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 180 days past
due. The Company considers a financial asset to be in default when:
•
the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to
actions such as realising security (if any is held); or
•
the financial asset is more than 360 days past due.
Purcari Wineries PCL |Separate Financial Statements
258 | Notes to the consolidated financial statements for the year ended 31 December 2025
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. The
maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed
to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering
a financial asset in its entirety or a portion thereof. The Group expects no significant recovery from the amount written off.
However, financial assets that are written off could still be subject to enforcement activities in order to comply with the
Company’s procedures for recovery of amounts due.
Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that ca n
be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized
as finance cost.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax
effects, are recognised as a deduction from equity.
Share premium
A share premium account is recorded in the shareholders' equity portion of the balance sheet. The share premium account
represents the difference between the par value of the shares issued and the subscription or issue price.
Capital reserves
Capital reserve constitutes contributions made by the Company’s shareholders other than for the issue of shares by the
Company in their capacity as equity owners of the Company for which the Company has no contractual obligation to repay
them. Such contributions are recognised directly in equity as they constitute transactions with equity owners in their capacity
as equity owners of the Company.
Treasury shares
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable
costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in
the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an
increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.
4. Financial risk management
Financial risk factors
The Company is exposed to credit risk, liquidity risk, currency risk and capital risk management arising from the financial
instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
1.1 Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash
Purcari Wineries PCL |Separate Financial Statements
259 | Notes to the consolidated financial statements for the year ended 31 December 2025
inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk.
The Company has policies in place to ensure that finance is provided to customers with an appropriate credit history and
monitors on a continuous basis the ageing profile of its receivables.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
the reporting date was:
2025
2024
restated
Cash and cash equivalents
1,213,212
121,604
Other receivable
31,981,553
13,412,433
Loans receivable
36,166,465
22,878,410
Total
69,361,230
36,412,447
The Group recognises expected credit losses (ECL) on financial assets measured at amortised cost, including trade
receivables, loans receivable and cash and cash equivalents, in accordance with IFRS 9.
For loans receivable and cash and cash equivalents, the Group applies the general impairment approach. A 12-month ECL
is recognised unless there has been a significant increase in credit risk, in which case lifetime ECL is applied.
Given the limited number of counterparties and the nature of the balances, loans receivable are assessed on an individual
basis. Credit risk is evaluated based on the specific circumstances of each counterparty, including financial position,
historical payment behaviour, business plans, cash-flow forecasts and other forward-looking information.
ECL is measured considering exposure at default (EAD), probability of default (PD) and loss given default (LGD), based
on available information and management judgement. Given the nature and credit quality of these balances,
the recognised ECL is not material.
Cash and cash equivalents
The Company held cash and cash equivalents of RON 1,213,212 at 31 December 2025 (2024: RON 121,604), which
represent its maximum credit exposure on these assets. 98.6% of cash and cash equivalents as at 31 December 2025 are
held with bank with credit risk BBB+ from Fitch Ratings (2024: 84.4% and credit rating BBB).
The estimated loss allowance on cash and cash equivalents at 31 December 2025 and 31 December 2024 was immaterial.
All cash and cash equivalents were performing (Stage 1) as at 31 December 2025 and 31 December 2024.
Other receivables
The maximum exposure to credit risk for other receivable at the reporting date by geographic region was as follows:
2025
2024
restated
Republic of Moldova (Note 19.5)
30,560,833
11,353,002
Cyprus (Note 19.5)
863,844
1,748,786
Other
556,876
310,645
Total
31,981,553
13,412,433
Other receivable from debtors in Republic of Moldova and Cyprus represent dividends from Company’s subsidiaries. The
estimated loss allowance on other receivables as at 31 December 2025 and 31 December 2024 was immaterial.
All cash and cash equivalents were performing (Stage 1) as at 31 December 2025 and 31 December 2024.
Purcari Wineries PCL |Separate Financial Statements
260 | Notes to the consolidated financial statements for the year ended 31 December 2025
Loans Receivable
The maximum exposure to credit risk for loans receivable at the reporting date by geographic region was as follows:
2025
2024
restated
Bulgaria (Note 13)
33,656,688
20,447,387
Czech Republic (Note 13)
2,509,777
2,431,023
Total
36,166,465
22,878,410
Impairment of other financial assets at amortized cost
Other financial assets at amortized cost include loan receivable, receivable from related party and other receivable. The
estimated loss allowance on loans receivable and other receivable as at 31 December 2025 and 31 December 2024 was
immaterial.
No loans receivable, receivable from related parties or other receivable were written off during the period are still subject to
enforcement activity.
1.2 Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position
potentially enhances profitability but can also increase the risk of losses. The Company has procedures with the object of
minimizing such losses such as maintaining sufficient cash and other highly liquid current assets and by having available
an adequate amount of committed credit facilities.
The following were the estimated cash outflows for trade and other payable:
Monetary liabilities
Carrying Amount
Total Contractual
Cash Flow
Between
1–12 months
More than 1
year
31 December 2025
Trade and other payable
4,163,510
4,163,510
4,163,510
-
Total
4,163,510
4,163,510
4,163,510
-
31 December 2024
Trade and other payable
6,093,536
6,093,534
6,093,534
-
Total
6,093,536
6,093,534
6,093,534
-
1.3 Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency
that is not the Company's measurement currency. The Company is exposed to foreign exchange risk arising from various
currency exposures. The Company's management monitors the exchange rate fluctuations on a continuous basis and acts
accordingly. The Company doesn’t hedge for the currency risk.
The following exchange rates were applied to recalculate assets and liabilities that are denominated in a currency that is no t
the Company's measurement currency, as at the end of the year:
31 December 2025
31 December 2024
MDL1
19.7597
19.3106
EUR 1
1.175
1.0389
RON 1
5.0985
4.9741
The Company is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective
functional currencies of Group entities. The currencies in which these transactions are primarily denominated are EUR, RON,
MDL and USD.
The Company manages its currency exchange risk exposure in a limited manner and there is no hedging arrangement designed
or implemented to this end. The Company mainly performs a natural hedging by aligning currency of monetary assets with
those of monetary liabilities. This approach is mainly applicable with regards to transactions with subsidiaries.
The summary of quantitative data about the Company's monetary assets and monetary liabilities in original currency as at 31
December 2025 was as follows:
Purcari Wineries PCL |Separate Financial Statements
261 | Notes to the consolidated financial statements for the year ended 31 December 2025
EUR
USD
MDL
RON
Total
31 December 2025
Monetary assets
Cash and cash equivalents
660,365
685
-
552,162
1,213,212
Loans receivable
36,166,465
-
-
-
36,166,465
Other receivable
556,876
863,844
30,560,833
-
31,981,553
Total monetary assets
37,383,706
864,529
30,560,833
552,162
69,361,230
Monetary liabilities
Trade and other payable
1,726,226
1,025,985
-
84,173
2,836,385
Total monetary liabilities
1,726,226
1,025,985
-
84,173
2,836,385
Net statement of financial position
exposure
35,657,480
(161,456)
30,560,833
467,989
66,524,845
The summary of quantitative data about the Company's monetary assets and monetary liabilities in original currency as at 31
December 2024 was as follows:
EUR
USD
MDL
RON
Total
31 December 2024
Monetary assets
Cash and cash equivalents
74,885
548
-
46,171
121,604
Loans receivable
22,878,410
-
-
-
22,878,410
Other receivable
310,646
1,748,786
11,353,001
-
13,412,433
Total monetary assets
23,263,941
1,749,334
11,353,001
46,171
36,412,447
Monetary liabilities
Trade and other payable
4,229,388
2,557,497
-
116,649
6,903,534
Total monetary liabilities
4,229,388
2,557,497
-
116,649
6,903,534
Net statement of financial position
exposure
19,034,553
(808,163)
11,353,001
(70,478)
29,508,913
1.4 Capital risk management
Capital includes equity shares and share premium, convertible preference shares and loan from parent company.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return
to shareholders through the optimization of the debt and equity balance. The Company's overall strategy remains unchanged
from last year.
The management do not provide a quantification of any risks described above, as consider the no substantial risks exist due
to the specifics of its activity as holding Company, with small operational activity.
Fair value estimation
The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.
5. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates an d
requires Management to exercise its judgement in the process of applying the Company's accounting policies. It also requires
the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may
ultimately differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below:
Measurement of fair values
A number of the Company's accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities.
Purcari Wineries PCL |Separate Financial Statements
262 | Notes to the consolidated financial statements for the year ended 31 December 2025
The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information,
such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained
from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the
fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible. Fair
values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques a s
follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directl y (i.e.
as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value
hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as th e
lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
Further information about the assumptions made in measuring fair values was included below and in the following notes:
• Note 8 – valuation of equity instruments measured at fair value through profit or loss (“FVTPL”).
Income taxes
Significant judgement is required in determining the provision for income taxes. There are transactions and calculations for
which the ultimate tax determination is uncertain. The Company recognises liabilities for anticipated tax audit issues based
on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in
the period in which such determination is made.
Initial recognition of related party transactions and balances
In the normal course of business, the Company enters into transactions with its related parties. IFRS 9 requires the initial
recognition of financial instruments to be based on their fair values. Judgement is applied in determining if transactions ar e
priced at market or non-market interest rates where there is no active market for such transactions. The basis for judgement
is pricing for similar types of transactions with unrelated parties and effective interest rate analysis. Terms and conditions of
related party balances are disclosed in Note 19.
6. Restatement of comparative information
During the preparation of these separate financial statements, management identified a prior-period error in the accounting
for the Company’s share-based payment arrangements.
Share-based payment expenses associated with employees of subsidiaries under the Long-Term Share Incentive Plans
approved in 2020, namely LTSIP 1 and LTSIP 2, and under the Management Incentive Program 2024–2027, approved on 22
May 2024, were accounted for in the Company’s separate financial statements as expenses rather than as an increase in the
cost of investment in subsidiaries.
The main driver of the error was that the employee services were performed at the level of the subsidiaries, while no recharg e
arrangement existed between the Company and its subsidiaries. In the absence of such recharge, the Company receives the
related services indirectly through its subsidiaries, in the form of an increase in the investment in those subsidiaries.
Accordingly, in its separate financial statements, the Company should have recognised the equity-settled share-based payment
as an increase in the cost of investment in subsidiaries, with a corresponding increase in equity.
Management concluded that the previous treatment was not consistent with IFRS 2 “Share-based Payment” and IAS 8
“Accounting Policies, Changes in Accounting Estimates and Errors”. Accordingly, the comparative information has been
retrospectively restated.
The restatement affected only the Company’s separate financial statements. The affected financial statement captions in the
Company’s separate financial statements are retained earnings, administrative expenses, investments in subsidiaries and
foreign currency translation reserves.
Purcari Wineries PCL |Separate Financial Statements
263 | Notes to the consolidated financial statements for the year ended 31 December 2025
Restatement of separate statement of financial
position as at 1 January 2024 and 31 December
2024
As previously reported
31 December 2024
Adjustments
As restated
31 December 2024
As previously reported
1 January 2024
Adjustments
As restated
1 January 2024
Assets
Investments in subsidiaries
142,753,652
15,955,346
158,708,998
116,574,774
14,098,874
130,673,648
Equity instruments at fair value through profit or loss
7,795,841
-
7,795,841
5,099,924
-
5,099,924
Loans receivable
20,447,387
-
20,447,387
23,035,909
23,035,909
Non-current assets
170,996,880
15,955,346
186,952,226
144,710,607
14,098,874
158,809,481
Other receivable
13,412,433
-
13,412,433
15,661,375
-
15,661,375
Loans receivable
2,431,023
-
2,431,023
2,549,619
2,549,619
Cash and cash equivalents
121,604
-
121,604
2,954,883
2,954,883
Current assets
15,965,060
-
15,965,060
21,165,877
-
21,165,877
Total assets
186,961,940
15,955,346
202,917,286
165,876,484
14,098,874
179,975,358
Equity
Share capital
2,032,198
-
2,032,198
2,020,462
-
2,020,462
Share premium
45,503,042
-
45,503,042
43,652,065
-
43,652,065
Treasury shares reserves
-
-
-
(662,997)
-
(662,997)
Capital reserves
69,102,693
-
69,102,693
69,102,693
-
69,102,693
Other reserves
5,735,918
-
5,735,918
4,936,567
-
4,936,567
Foreign currency translation reserves
7,694,601
(20,382)
7,674,219
7,915,142
-
7,915,142
Retained earnings
47,866,088
15,975,728
63,841,816
31,212,707
14,098,874
45,311,581
Total equity
177,934,540
15,955,346
193,889,886
158,176,640
14,098,874
172,275,514
Liabilities
Trade and other payable
6,093,536
-
6,093,536
5,590,302
-
5,590,302
Provisions
2,933,864
-
2,933,864
2,109,542
2,109,542
Current liabilities
9,027,400
-
9,027,400
7,699,844
-
7,699,844
Total equity and liabilities
186,961,940
15,955,346
202,917,286
165,876,484
14,098,874
179,975,358
Purcari Wineries PCL |Separate Financial Statements
264 | Notes to the separate financial statements for the year ended 31 December 2025
Restatement of separate statement of profit or loss and other comprehensive income for the year ended 31 December 2024:
As previously
reported
Adjustments
As restated
Revenue
53,763,445
-
53,763,445
Administrative expenses
(12,783,065)
1,876,854
(10,906,211)
Impairment (loss) on trade and loan receivable
(109,499)
-
(109,499)
Operating profit
40,870,881
1,876,854
42,747,735
Finance income
3,599,423
-
3,599,423
Finance costs
(8,968)
-
(8,968)
Net finance income
3,590,455
-
3,590,455
Profit before tax
44,461,336
1,876,854
46,338,190
Tax expense
(1,305,107)
-
(1,305,107)
Net profit for the year
43,156,229
1,876,854
45,033,083
Other comprehensive income
Exchange differences on translation of foreign operations
(220,542)
-
(220,542)
Other comprehensive income for the year
(220,542)
-
(220,542)
restatement did
not affect the
Group’s
Total comprehensive income for the year
42,935,687
1,876,854
44,812,541
Purcari Wineries PCL |Separate Financial Statements
265 | Notes to the separate financial statements for the year ended 31 December 2025
Restatement of consolidated statement of cash flows for the year ended 31 December 2024:
As previously
reported
Adjustments
As restated
Cash flow from operating activities
Profit for the year
44,461,336
1,876,854
46,338,190
Adjustments for:
Equity-settled share-based payment transactions
1,876,854
(1,876,854)
-
Unrealized exchange loss
(377,257)
-
(377,257)
Dividend income
(53,763,445)
-
(53,763,445)
Interest income
(856,805)
-
(856,805)
Change in fair value of equity instruments at FVTPL
(2,709,245)
-
(2,709,245)
Operating profit before working capital changes
(11,368,562)
-
(11,368,562)
Changes in working capital:
Decrease in other receivable
2,248,942
-
2,248,942
Increase /(Decrease)/ in trade and other payable
475,115
-
475,115
Cash generated from operating activities
(8,644,505)
-
(8,644,505)
Income tax paid
130,090
130,090
Interest paid
(1,305,107)
-
(1,305,107)
Cash (used in) generated from operations
(9,819,522)
-
(9,819,522)
Cash flows from investing activities
Acquisition of subsidiary
(13,949,616)
-
(13,949,616)
Dividends received
55,084,283
-
55,084,283
Loans reimbursed from / (granted to) third parties
666,475
-
666,475
Loans granted intercompany
(9,785,633)
-
(9,785,633)
Net cash used in investing activities
32,015,509
-
32,015,509
Cash flows from financing activities
Dividends paid
(26,229,641)
-
(26,229,641)
Repurchase of treasury shares
-
-
-
Proceeds from exercise of share options
1,175,000
-
1,175,000
Net cash generated from financing activities
(25,054,641)
-
(25,054,641)
Net decrease in cash and cash equivalents
(2,858,654)
-
(2,858,654)
Cash and cash equivalents at 1 January
2,954,883
-
2,954,883
Effect of movements in exchange rates on cash held
25,375
-
25,375
Cash and cash equivalents at 31 December
121,604
-
121,604
Purcari Wineries PCL |Separate Financial Statements
266 | Notes to the separate financial statements for the year ended 31 December 2025
7. Revenue
2025
2024
Dividend income (Note 19.1)
60,321,376
53,763,445
Other income
4,038,168
-
64,359,544
53,763,445
8. Administrative expenses
2025
2024
(Restated)
Registrar of Companies annual levy
2,526
2,487
Independent auditors' remuneration for the statutory audit of annual accounts
30,249
12,432
Independent auditors’ remuneration for the audit of consolidated accounts
934,539
1,122,061
Independent auditors’ remuneration for CSRD assurance report
265,552
-
Directors’ (Note 19.3)
2,231,494
2,401,780
Key management personnel remuneration (Note 19.3)
1,748,402
4,313,579
Other staff costs
335,077
1,167,615
Equity-settled share-based payment
-
-
Legal and professional
1,518,244
1,476,531
Taxes and fees, except income tax
135,671
286,442
Travelling
-
11,854
Insurance
229,869
51,942
Rent
21,217
26,863
Other
11,281
32,625
7,464,121
10,906,211
The total fees charged by KPMG Cyprus and KPMG Moldova for audit services related to the annual statutory and
consolidated financial statements and the CSRD assurance report for the year ended December 31, 2025, amounted to RON
1,200,091, compared with RON 1,122,061 charged by PwC Cyprus in 2024.
Management incentive programs
1
st
Management incentive programs approved for period 2020-2024
On 29 April 2020, the Company’s shareholders approved the revised Special Resolution, initially date 14 June 2018 and
later revised on 25 April 2019, stating the provision of a Management Stock Option Plan, as part of a Management Incentive
Program (“The Program 2020-2024”).
The Program 2020-2024 mainly targets members of the Group's senior management team (except the CEO) and is intended
to further align the interests of such Beneficiaries with those of the Company's shareholders.
The Program 2020-2024 comprised of the following:
• award of shares of the Company to be provided to the Beneficiaries, free of charge, subject to relevant performance
indicators determined by the Board of Directors, being met; and
• award of stock options to be provided to the Beneficiaries (the Options or PSOs), subject to relevant performance
indicators to be determined by the Board of Directors, being met.
Share award
On 14 May 2020 the Company’s Board of Directors approved the Long-Term Share Incentive Plan (LTSIP 1) with a total
of 409,000 shares to be vested to employees during 2020-2022. On 20 September 2021, the Directors of the Company, based
on the authorization given by shareholders at AGM held on 29 March.2021, resolved to increase the total number of shares
to 502,998 shares. As of 31 December 2023, all shares under LTSIP 1 were vested.
On 22 December 2020 the Company’s Board of Directors approved the second Long-Term Share Incentive Plan (LTSIP 2)
with a total of 101,996 shares to be vested to employees during 2021-2024. On 20 September 2021, the Directors of the
Company, based on the authorization given by shareholders at AGM held on 29 March 2021, resolved to increase the total
number of shares to 193,668 shares. As of 31 December 2023, a total number of 152,419 shares were vested to management
and employees. As of 31 December 2024, a total number of 25,644 shares were vested to management and employees. The
share-based payments are recognized at the market value of the shares at the grant date.
In 2024 the Company did not carry out any share buybacks in 2024 own shares (2023: 15,239 shares). The treasury shares
Purcari Wineries PCL |Separate Financial Statements
267 | Notes to the separate financial statements for the year ended 31 December 2025
acquired and held in 2023 are enough to finalize the existing Company’s Management Incentive Program, which provides
for last shares award in June 2024. These shares were recorded under “Treasury Shares Reserves”.
On 17 June 2024, the Company transferred free of charge to its management and employees 25,644 shares with a total value
of RON 389,789 (2023: 101,047 shares with a total value of RON 1.535.914). After this vesting, the second Long-Term
Share Incentive Plan for years 2020-2024 has ended.
Stock options
Based on the authorization received from shareholders in the Annual Shareholders Meetings of 14 June 2018, 25 April 2019
and 29 April 2020, the Board of Directors approved on 25 March 2021 the Long-Term Stock Option Plan (LTSOP) for
period 2021-2030, by which the Company may grant to the Participants a maximum number of:
(a) 1,000,000 stock options at an Exercise Price of RON 10 per share;
(b) 1,250,000 stock options at an Exercise Price of RON 15 per share; and
(c) 1,500,000 stock options at an Exercise Price of RON 20 per share.
The exercised period for all stock options expires on 30 March 2030. The awards are equity-settled and are subject to service
and non-market performance conditions. The awards do not include market conditions within the meaning of IFRS 2.
During 2025 nineteen participants exercised a total of 1,307,300 stock options (2024: 674,000 options at an exercise price
of RON 10 per share). Of the options exercised during 2025, 98,500 were at an exercise price of RON 10 per share, 1,090,800
at RON 15 per share, and 118,000 at RON 20 per share.
Of the total options exercised in 2025, 31,500 were exercised through cash payment at the respective exercise prices. For
the remaining 1,275,800 options, participants elected the discounted exercise method. Under this method, a net number of
346,150 shares was issued, representing the intrinsic value of the exercised options. Upon exercise, share capital is increased
by the nominal value of shares issued, any excess is recognized in share premium, and amounts previously recognized in
the share-based payment reserve are reclassified within equity.
Thus, on 13 November 2025 the Directors of the Company unanimously resolved that, based on the authority granted by
the Company’s shareholders, as per resolution dated 23 May 2025, the Company be authorized:
d. to issue and allot additional 7,500 shares of nominal value EUR 0.01 each, issued at a premium of EUR 1.95672
for a total subscription amount of RON 75,000.00 (equivalent of EUR 14,675.40).
e. to issue and allot additional 24,000 shares of nominal value EUR 0.01 each, issued at a premium of EUR 2,94008
for a total subscription amount of RON 360,613 (equivalent of EUR 70,561.92).
f. to issue and allot, free of charge and by using its share premium reserves, the additional 346,150 shares of nominal
value EUR 0.01 each, issued at a discount of EUR 0.01 (total issuance price is zero).
The weighted-average share price at the date of exercise for the stock options exercised during 2025 was RON 20.56 per
share. The table below summarizes the movements in stock options part of MIP 2020-2024 between 1 January 2024 and 31
December 2025, and weighted average exercise price:
Stock options
with exercise
price @RON 10
Stock options
with exercise
price @RON 15
Stock options
with exercise
price @RON 20
Weighted
average
exercise
price
Outstanding Stock Options @ 01.01.2025
98,500
1,090,800
1,291,600
-
Stock options granted during the year
-
-
-
-
Stock options exercised
98,500
1,090,800
118,000
15.07
Outstanding Stock Options @ 31.12.2025
-
-
1,173,600
Outstanding Stock Options @ 01.01.2024
772,500
1,090,800
1,291,600
-
Stock options granted during the year
-
-
-
-
Stock options exercised
674,000
-
-
10.00
Outstanding Stock Options @ 31.12.2024
98,500
1,090,800
1,291,600
At 31 December 2025, the only stock options outstanding under the Program 2020–2024 were 1,173,600 options with an
exercise price of RON 20 per share. These options expire on 30 March 2030 and had a weighted-average remaining
contractual life of approximately 4.25 years at the reporting date. At 31 December 2024, the outstanding stock options under
the Program 2020–2024 had exercise prices ranging from RON 10 to RON 20 per share and a weighted-average remaining
contractual life of approximately 5.25 years. No stock options under the Program 2020–2024 were granted, forfeited,
cancelled or expired during 2025.
Purcari Wineries PCL |Separate Financial Statements
268 | Notes to the separate financial statements for the year ended 31 December 2025
2
nd
Management incentive programs approved for period 2024-2027
On 22 May 2024, the Company’s shareholders approved the Management Incentive Program 2024-2027 mainly targeting
members of the Group’s senior management team and the performance criteria for the award of up to 802,000 shares in the
Company to the Beneficiaries (“the Program 2024-2027”).
The Program 2024-2027 comprised of the following:
c) award of up to 802,000 shares of the Company to the Beneficiaries, free of charge, with annual vesting (i.e. one
quarter vests at the end of each year) and subject to relevant performance indicators; and
d) award of stock options to the Beneficiaries in the following amounts: up to 802,000 Options at a strike price of
RON 15, 1,002,000 Options at a strike price of RON 20 and 1,203,000 Options at a strike price of RON 25.
The PSU awards are subject to both service and non-market performance vesting conditions. Vesting occurs annually,
provided the participant remains in continuous service and at least three out of five KPI targets set under the Program are
achieved. The relevant KPIs include revenue growth, EBITDA growth, EBITDA margin, net income margin and return on
equity. For the vesting date of 22 August 2025, management assessed the relevant KPIs and concluded that the vesting
conditions were met. The PSO awards are subject to service conditions only and become exercisable in accordance with the
contractual exercise schedule, provided the participant remains in continuous service and no cancellation event has occurred.
The awards do not include market conditions within the meaning of IFRS 2.
The table below summarizes the movements in stock options part of MIP 2024-2027 between 1 January 2025 and 31
December 2025, and weighted average exercise price:
Stock
options with
exercise
price
@RON 15
Stock
options with
exercise
price
@RON 20
Stock
options with
exercise
price @RON
25
Total
Stock
options
Weighted
average
exercise
price
Outstanding Stock
Options @ 01.01.2025
676,748
863,088
1,000,008
2,359,844
-
Stock options granted
during the year
51,450
53,170
55,046
159,666
-
Stock options exercised
70,298
-
-
70,298
15.00
Stock options forfeited
during the year
-
-
-
-
-
-
-
-
Stock options expired
during the year
-
-
-
-
-
-
-
-
Outstanding Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Exercisable Stock
Options @ 31.12.2025
657,900
916,258
1,055,054
2,629,212
-
Each exercise of PSOs may occur via one of the following methods, at the option of the Participant in accordance with the
terms of the Program and the Offer Letter:
• Discounted Exercise: PSOs granted under this option may be exercised without payment of the exercise price, which is
set off against the reference market price.
• Exercise against Payment: PSOs granted under this option may be exercised based on payment by the Participant of
the exercise price as stipulated in the Exercise Application.
The exercise period for all stock options expires on 21 August 2034. For stock options outstanding at 31 December 2025
under the Program 2024-2027, the range of exercise prices was RON 15 to RON 25 per share and the weighted-average
remaining contractual life was 8.65 years. No stock options under the Program 2024-2027 were forfeited, cancelled or
expired during 2025. The weighted-average share price at the date of exercise for the stock options exercised under the
Program 2024-2027 during 2025 was RON 18.58 per share.
Purcari Wineries PCL |Separate Financial Statements
269 | Notes to the separate financial statements for the year ended 31 December 2025
Assumptions used in the fair value measurement
The assumptions used in calculating the fair values of the shares and options allocated during the financial year were
based on the following valuation techniques. The valuation of the fair value of the performance-based shares and
performance-based share options was performed by an external valuation company.
Performance share units (PSUs)
The performance-based package (the PSUs) was valued at the amount of RON 6.4 million. The table below presents
the valuation technique used in measuring fair value as of 22 August 2024, as well as the significant unobservable inputs
used.
Description
Valuation
technique
Monte Carlo simulation method, through explicit simulations of the Company and the Comparable
Companies’s financial indicators that take part in the KPIs in the program.
Significant
unobservable
inputs
• Stock price as of 22 August 2024 RON 15.28;
• Expected dividend yield – 5.2%; Risk-free interest rate – 6.49%;
• Churn Rate multiplier: Average 63.6% (Min 60% and Max 67%);
• Success probability rate: Average 82.5% (Min 79% and Max 86%);
Impact in the
income statement
for the year 2024
• For 2025 RON 2,359,223 expense reflected under Cost of Goods Sold (COGS), Marketing &
Sales expenses, and General & Administrative expenses;
Inter-relationship
between key
unobservable
inputs and fair
value measurement
The impact in 2025 Income statement may reflect a increase (decrease) by:
•
RON 174,986 if the expected Churn Rate multiplier were higher (lower) by 5p.p.; or
• RON 142,962 if success probability rate was lower (higher) by 5pp; o.r
The PSU awards do not include market performance conditions. The vesting conditions are service and non-market
performance conditions and are reflected by adjusting the number of awards expected to vest rather than by incorporating
share price volatility into the grant-date fair value measurement.
Morde detailed explanation of the assumption are presented below:
o The strike price and unit quantities as per the Programme terms;
o A proxy Moldova risk free rate was estimated with the Romanian risk-free rate, based on yield to maturities of trading
RON denominated Romanian government bond as at the Analysis Date sourced from the Refinitiv database with similar
maturity dates to the effective strike dates. The proxy risk free rate equals to 6.49%;
o Dividend yield of 5.22% was estimated based on historical average of the Company;
o The churn rate was applied to estimate the portion of units expected to vest at the respective vesting and effective
strike dates. It was determined based on World Bank data from benchmark countries, including Bulgaria, Romania, Serbia,
Slovakia, and Slovenia, over the past five years.
Performance share options (PSOs)
The time-based package (the PSOs) valued at the amount of RON 3.8 million using the binomial tree method, as it can
be represented as a combination of three sub-packages of American-style options, each with different strike prices but a
common maturity date.
Valuation technique
Binomial tree method represented as a combination of three sub-packages of American-
style options, each with different strike prices but a common maturity date.
Significant unobservable
inputs
• Stock price as of 22 August 2024 RON 15.28;
• Expected dividend yield – 5.2%;
• Risk-free interest rate – 6.49%;
• Underlying asset volatility – 19.64%;
• Churn Rate: Average 19,4% (Min 15.3% and Max 19.5%);
Impact in the income
statement for the year 2024
• For 2025 RON 1,539,019 expense reflected under Cost of Goods Sold (COGS),
Marketing & Sales expenses, and General & Administrative expenses;
Inter-relationship between key
unobservable inputs and fair
value measurement
•
The impact in the 2025 income statement may increase by RON 40,516 or decrease
by RON 24,874 if the expected churn rate multiplier were higher / lower by 5 pp
Purcari Wineries PCL |Separate Financial Statements
270 | Notes to the separate financial statements for the year ended 31 December 2025
More detailed explanation of the assumption are presented below:
• The strike price and unit quantities as per the Programme terms.
• A proxy Moldova risk free rate was estimated with the Romanian risk-free rate, based on yield to maturities of trading
RON denominated Romanian government bond as at the Analysis Date sourced from the Refinitiv database with
similar maturity dates to the effective strike dates. The proxy risk free rate equals to 6.49%.
• Dividend yield of 5.22% was estimated based on historical average of the Company;
• The underlying asset volatility was estimated at 19.64%, based on the Company’s historical stock price data, while
also taking into account the volatilities of peer companies over the period from Q1 2018 to Q3 2024. The peer group
was selected based on comparable sector exposure, listed-company status and available trading history. Peer data was
used as a benchmark together with the Company’s own historical volatility to determine the expected volatility
assumption used in the valuation model.
• The expected life / exercise behaviour of the PSOs was incorporated in the binomial tree model through the
contractual exercise schedule and the American-style exercise feature of the options. The churn rate was applied
separately to estimate the portion of units expected to vest and does not substitute for the expected life assumption.
• The churn rate was applied to estimate the portion of units expected to vest at the respective vesting and effective
strike dates. It was determined based on World Bank data from benchmark countries, including Bulgaria, Romania,
Serbia, Slovakia, and Slovenia, over the past five years.
The assumptions used in calculating the fair values of the options and shares allocated under the Program 2024-2027, using
the Monte Carlo and binomial tree models and the terms under which the awards were granted, are as follows. The PSO
package consists of three option tranches with different exercise prices; therefore, the assumptions are presented separately
for each tranche.
Plan date
Type of
Plan
Presence of
performance
condition
Volume
units
Initial
share
price
(RON)
Exercise
Price
(RON)
Program
life
Expec
ted
volati
lity
Succes
s
Probab
ility
Chur
n rate
Expec
ted
divide
nd
yield
Risk
-free
inter
est
rate
Weighted
Average
Price
FRS 2 fair
value
(million
RON)
22.08.2024
PSU
Conditional
802,000
15.28
N/A
2024-2027
N/A
82.5%
63.6%
5.2%
6.5
%
N/A
6.4
22.08.2024
PSO
Service
condition l
802,000
15.28
15
until
22.08.2034
19.64
%
N/A
19.4
%
5.2%
6.5
%
3.33
3.8
1,002,000
20
2.01
1,203,000
25
1.25
The weighted-average fair value of PSOs granted during the period was RON 2.06 per option.
At the reporting date, the issued share capital of the Company comprised 41,011,780 ordinary shares with nominal value
EUR 0.01 each. All issued shares are fully paid. All shares rank equally with regard to the Company’s residual assets. The
holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of
the Company.
9. Net finance income
2025
2024
Interest income
(2,043,031)
(856,805)
Financial assets at FVTPL – net change in fair value (Note 12)
(5,549,835)
(2,709,245)
Net foreign exchange gain
-
(33,373)
Total finance income
(7,592,866)
(3,599,423)
Sundry finance expenses
6,508
8,968
Net foreign exchange gain
125,139
-
Total finance costs
131,648
8,968
Net finance income recognized in profit or loss
(7,461,219)
(3,590,455)
Purcari Wineries PCL |Separate Financial Statements
271 | Notes to the separate financial statements for the year ended 31 December 2025
10. Tax
2025
2024
Corporation tax - current year
368,240
1,305,107
Charge for the year
368,240
1,305,107
The tax on the Company's results before tax differs from the theoretical amount that would arise using the applicable
tax rates as follows:
2025
2024
Profit before tax
64,356,642
46,338,190
Tax calculated at the applicable tax rates
12.50%
8,044,580
12.50%
5,792,274
Tax effect of expenses not deductible for tax purposes
0.71%
457,129
3.86%
1,789,041
Current year losses for which no tax expense was
recognized
(0.44%)
(283,450)
(1.12%)
(518,057)
Tax effect of allowances and income not subject to tax
(12.50%)
(8,218,259)
(12.50%)
(7,063,258)
Tax paid in foreign jurisdictions
0.57%
368,240
2.82%
1,305,107
Tax charge
0.84%
368,240
5.56%
1,305,107
The corporation tax rate is 12.5%.
During 2025, a withholding tax of 5% was paid in the Republic of Moldova by the Company’s subsidiaries Vinaria Purcari SRL
and Vinaria Bostavan SRL, out of dividends distributed to the parent company. and, respectively, interest on loan received from
parent company.
Under certain conditions, interest income may be subject to defence contribution at the rate of 30%. In such cases, this interest
will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at
the rate of 17%.
Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit
will be available against which the Company can use the benefits therefrom.
2025
2025
2024
2024
Gross amount
Tax effect
Gross amount
Tax effect
Tax losses
19,039,460
3,225,743
47,783,324
5,973,156
Tax losses carried forward
Tax losses for which no deferred tax asset was recognized expire as follows:
Expiration years
RON 19,039,460
2026 – 2030
RON 47,783,324
2025 – 2029
In 2025, the Company did not record a tax loss. The decrease in cumulative tax losses carried forward to RON 19,039,460 is
mainly explained by the expiry of part of the tax losses carried forward from prior years. The absence of a tax loss in 2025 was
driven by the transfer or recharge of part of the expenses incurred by the Company to its subsidiaries, as well as the cancellation
of certain expenses. In addition, certain expenses, such as share-based payment expenses, were recharged by the Company to its
subsidiaries in accordance with IFRS requirements. As a result, no additional tax loss was generated at parent company level in
2025, and the cumulative tax losses carried forward decreased. Management has determined that the recoverability of the
remaining cumulative tax losses, which expire between 2026 and 2030, remains uncertain due to the specific nature of the
Company’s activity as a holding company. However, if the Group changes its operational flow in a manner that generates taxabl e
profit at parent company level, additional deferred tax assets and a related income tax benefit of up to RON 3,225,743 would be
recognized. This amount reflects the corporate income tax rate enacted in Cyprus as at 31 December 2025, applicable to tax years
beginning on or after 1 January 2026.
Purcari Wineries PCL |Separate Financial Statements
272 | Notes to the separate financial statements for the year ended 31 December 2025
11. Investments in subsidiaries
2025
2024
(Restated)
Balance at 1 January
158,708,998
130,673,648
Additions
3,863,715
28,178,728
Effect of movement in exchange rates
4,478,626
(143,378)
Balance at 31 December
167,051,339
158,708,998
Acquisition of Timbrus Estate SRL
On 28 March 2024, the Group acquired 100% of the share capital of Timbrus Estate SRL for a cash consideration of EUR
2,800,000 (equivalent of RON 1 3,949,616), financed from own funds. Timbrus Estate SRL is a Moldova-based company
that owns approximately 130 hectares of land, including 112 hectares of vineyards located in the village of Purcari. The
company’s main activity is the production, bottling, and sale of wines. Through this acquisition, the Group is further
strengthening its position in the Ștefan Vodă Protected Geographical Indication (PGI) wine region and extend the company
portfolio.
Consideration transferred
The amount paid by the Group for 100% shareholding amounted EUR 2,800,000 which were fully paid at the reporting date.
On 5 May 2025, based on the resolution of the General Shareholders’ Meeting of Vinaria Bostavan SRL, it was approved
to increase the company’s share capital through the conversion of outstanding monetary loans amounting to RON 2.4 million
(EUR 0.5 million EUR) granted by Purcari Wineries PCL.
Acquisition of Angel’s Estate SRL
In 2022 the Company acquired 76% of share capital of Angel’s Estate in Bulgaria, which is a wine producer. The details of
the subsidiaries are as follows:
Company name
Country of
Incorporation
Principal activities
Ownership
interest, %
Vinorum Holdings Ltd
Cyprus
Holding Company
100%
West Circle Ltd
Cyprus
Holding Company
100%
Crama Ceptura SRL
Romania
Production, bottling and sales of wine
100%
Vinoteca Gherasim Constantinescu SRL
Romania
Cultivation of grapes
100%
Vinaria Bardar SA
Republic of Moldova
Production, bottling and sales of divin
56,05%
Vinaria Bostavan SRL
Republic of Moldova
Production, bottling and sales of wine
100%
Vinaria Purcari SRL
Republic of Moldova
Production, bottling and sales of wine
100%
Domeniile Cuza SRL
Republic of Moldova
Production, bottling and sales of wine
100%
Casa Purcari SRL
Republic of Moldova
Hospitality (Bar & Restaurant)
100%
Fundatia Purcari AO
Republic of Moldova
Charity
100%
Purcari Wineries LLC
Ukraine
Trading & Marketing
100%
Angel’s Estate SA
Bulgaria
Production, bottling and sales of wine
76%
Vintech Innovations SRL
Republic of Moldova
IT services
100%
Timbrus Estate SRL
Republic of Moldova
Production, bottling and sales of wine
100%
HTA Purcari Icecek Dis Ticaret Limited
Sirketi
Turkey
Trading & Marketing
100%
Les Terres Noires SRL
Republic of Moldova
Cultivating of grapes
100%
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present.
Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the
economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If
facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows
associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is
necessary.
Purcari Wineries PCL |Separate Financial Statements
273 | Notes to the separate financial statements for the year ended 31 December 2025
12. Equity instruments measured at fair value through profit or loss
On 13 May 2021, the Company purchased 10.00% ownership interest in 8Wines Czech Republic s.r.o. (8Wines), a Czech-
based fast growing online retail platform.
The Group neither has any significant influence nor is involved in the management of 8Wines. Therefore, the ownership
interest in 8Wines is accounted as equity instruments at fair value through profit or loss.
The movement in equity instruments at fair value through profit or loss for the years ended 31 December 2025 and
31 December 2024 is as follows:
2025
2024
Balance at 1 January
7,795,841
5,099,925
Change in fair value (Note 24)
5,549,835
2,709,244
Effect of movements in exchange rates
272,915
(13,328)
Balance at 31 December
13,618,591
7,795,841
8Wines Czech Republic s.r.o.
On 13 May 2021, the Company purchased a 10.00% ownership interest in 8Wines Czech Republic s.r.o. (“8Wines”), a
Czech-based fast-growing online retail platform. The Group does not have significant influence over 8Wines and is not
involved in its management. Accordingly, the ownership interest in 8Wines is classified as an equity instrument mandatorily
measured at fair value through profit or loss, as the Group did not make an irrevocable election at initial recognition to
present subsequent fair value changes in other comprehensive income.
As at 31 December 2025, the fair value of the investment amounted to RON 13,618,591 (31 December 2024: RON
7,795,841).
As at 31 December 2025, the fair value measurement of the investment in 8Wines was categorised within Level 3 of the fair
value hierarchy, based on the inputs to the valuation technique used (see Note 4 b). There were no transfers between levels
of the fair value hierarchy during the year.
The fair value measurement is performed annually by the Group’s management using a discounted cash flow model. The
valuation model is based on the latest available financial information of 8Wines and management forecasts. The key
assumptions, including forecast free cash flows, risk-adjusted discount rate and terminal growth rate, are reviewed by
management. Changes in fair value compared with the prior year are analysed by reference to updated cash flow forecasts,
changes in valuation assumptions, net debt and foreign exchange movements. The valuation is reviewed and approved by
management before inclusion in the financial statements.
The increase in fair value during 2025 was mainly driven by the updated valuation model, including the decrease in the risk-
adjusted discount rate to 9.95%, which increased the present value of forecast cash flows and terminal value. The movement
also reflects the effect of year-end foreign exchange translation.
The following table shows the valuation technique used in measuring fair value as at 31 December 2025, as well as the
significant unobservable inputs used.
Valuation
technique
Discounted cash flows: the valuation model considers the present value of the net cash flows
expected to be generated by 8Wines, discounted using a risk-adjusted discount rate. The model is
based on forecast free cash flows for the period 2026-2030 and a terminal value calculated thereafter
using a terminal growth rate. The enterprise value is adjusted for net debt to determine the equity
value attributable to shareholders. The Group’s ownership interest of 10.00% is then applied to
determine the fair value of the investment.
Significant
unobservable
inputs
➢ Present value of forecast free cash flows for 2026-2030 of RON 24,952,684; risk-adjusted
discount rate of 9.95%; terminal growth rate of 3.00%.
➢ Risk-adjusted discount rate (9.95%);
➢ Terminal growth rate (3.00%).
Purcari Wineries PCL |Separate Financial Statements
274 | Notes to the separate financial statements for the year ended 31 December 2025
Basis for
determining
significant
unobservable
inputs
Forecast free cash flows are based on management’s expectations for 8Wines, including
assumptions regarding revenue growth, gross margin, fixed general and administrative expenses,
depreciation, capital expenditure and working capital requirements. The risk-adjusted discount rate
reflects market participant assumptions regarding the time value of money and risks specific to the
business. The terminal growth rate reflects management’s estimate of sustainable long-term growth
after the explicit forecast perio d.
Inter-relationship
between key
unobservable
inputs and fair
value
measurement
The estimated fair value increases when forecast free cash flows or the terminal growth rate increase,
or when the risk-adjusted discount rate decreases. Conversely, the estimated fair value decreases
when forecast free cash flows or the terminal growth rate decrease, or when the risk-adjusted discount
rate increases. The quantitative sensitivity analysis is presented below.
The estimated fair value would increase (decrease) by:
Forecast free cash
flows
RON 24,912 (RON 24,912) if the expected cash flows were higher (lower) by 1%;
Risk-adjusted
discount rate
RON 2,645,800 (RON 1,973,855) if the risk-adjusted discount rate was lower (higher) by 1pp
Terminal growth
rate
RON 2,128,012 (RON 1,592,663) if the terminal growth rate was higher (lower) by 1pp.
The sensitivity analysis was calculated by changing each significant unobservable input individually by the reasonably
possible change disclosed above, while holding all other inputs constant, and recalculating the fair value using the same
discounted cash flow model. The sensitivity to forecast free cash flows was calculated by increasing or decreasing forecast
free cash flows by 1%. The sensitivity to the risk-adjusted discount rate and terminal growth rate was calculated by
increasing or decreasing the respective rate by 1 percentage point. Fair value changes are recognized in profit or loss within
finance income.
13. Loans receivable
As at 31 December 2025 and 31 December 2024 loans receivables are as follows:
Currency
Interest
rate
Year of
maturity
2025
2024
Non-current
portion
Current
portion
Non-current
portion
Current
portion
8Wines s.r.o.
EUR
3.0%
2025
-
390,653
-
380,018
8Wines s.r.o.
EUR
6.0%
2025
-
2,119,124
-
2,051,005
Angel’s Estate SA
(Note 19.4)
EUR
Euribor
12M+3.0%
2028
33,656,688
-
20,447,387
-
Total loans receivable
33,656,688
2,509,777
20,447,387
2,431,023
The loans provided to 8Wines s.r.o. are secured up to the amount of EUR 1,239,669 by the constitution of the right of pledge
over the whole goods inventory – wine bottles, in the stock of 8Wines s.r.o.
Loans receivable mainly comprise amounts granted to Angel’s Estate S.A., a subsidiary of the Group, and 8Wines, an
investee in which the Group holds a 10% equity interest.
Interest income is calculated and recognised annually. For 8Wines, interest is payable annually at year-end, while for
Angel’s Estate S.A., interest is payable on the loan maturity date.
Loans receivable are assessed under the general expected credit loss model in accordance with IFRS 9. Management
assesses whether there has been a significant increase in credit risk since initial recognition based on the counterparty’s
credit quality, financial position, historical payment behaviour, business plans, cash-flow forecasts, repayment capacity and
other forward-looking information.
Purcari Wineries PCL |Separate Financial Statements
275 | Notes to the separate financial statements for the year ended 31 December 2025
As at the reporting date, management considers the loans receivable to have low credit risk. For Angel’s Estate S.A., this
assessment reflects the fact that the borrower is a subsidiary of the Group, continues to operate as a going concern and is
subject t o ongoing monitoring and support by the Group. For 8Wines, the assessment reflects the borrower’s financial
position, payment history, business outlook and the low sovereign credit risk of the Czech Republic, based on publicly
available external credit ratings.
No significant increase in credit risk or indicators of default were identified in respect of these loans as at the reporting date.
Accordingly, a 12-month ECL was applied and the expected credit loss allowance recognised was not material.
The exposure of the Company to credit risk in relation to loan s receivable is reported in note 4 of the financial statements.
14. Other receivable
2025
2024
Receivable from related companies (Note 19.5)
31,424,677
13,101,788
Other receivable
556,876
310,645
31,981,553
13,412,433
The exposure of the Company to credit risk in relation to other receivable is reported in note 4 of the financial statements.
15. Cash and cash equivalents
2025
2024
Cash at bank
1,213,212
121,604
1,213,212
121,604
16. Share capital and other elements of equity
2025
2025
2024
2024
Number of
shares
€
Number of
shares
€
Authorised
Ordinary shares of €0,01 each
43,000,000
430,000
43,000,000
430,000
2025
2025
2024
2024
Number of
shares
RON
Number of
shares
RON
Issued and fully paid
Balance at 1 January
41,011,780
2,065,559
40,353,294
2,032,198
Balance at 31 December
41,011,780
2,065,559
40,353,294
2,032,198
On 28 April 2022, the shareholders unanimously approved the increase of the authorised share capital of the Company from
EUR 410,000.00 divided into 41,000,000 shares of nominal value EUR 0.01 each to EUR 430,000.00 divided into
43,000,000 shares of nominal value EUR 0.01 each.
The Company has a Management Incentive Programme, initially approved in 2019 and subsequently revised, which allows
managers and employees to exercise their stock options until 2030.
During 2025, nineteen participants exercised a total of 1,307,300 stock options (2024: 673,000 options at an exercise price
of RON 10 per share).
Of the options exercised during 2025, 98,500 were at an exercise price of RON 10 per share, 1,090,800 at RON 15 per share,
and 118,000 at RON 20 per share.
Of the total options exercised in 2025, 31,500 were exercised through cash payment at the respective exercise prices. For
the remaining 1,275,800 options, participants elected the discounted exercise method. Under this method, a net number of
Purcari Wineries PCL |Separate Financial Statements
276 | Notes to the separate financial statements for the year ended 31 December 2025
346,150 shares was issued, representing the intrinsic value of the exercised options, with the corresponding amount
transferred from the share premium reserve.
Thus, on 13 November 2025 the Directors of the Company unanimously resolved that, based on the authority granted by
the Company’s shareholders, as per resolution dated 23 May 2025, the Company be authorized:
i) to issue and allot additional 7,500 shares of nominal value EUR 0.01 each, issued at a premium of EUR 1.95672
for a total subscription amount of RON 75,000.00 (equivalent of EUR 14,675.40).
ii) to issue and allot additional 24,000 shares of nominal value EUR 0.01 each, issued at a premium of EUR 2,94008
for a total subscription amount of RON 360,613 (equivalent of EUR 70,561.92).
iii) to issue and allot, free of charge and by using its share premium reserves, the additional 346,150 shares of nominal
value EUR 0.01 each, issued at a discount of EUR 0.01 (total issuance price is zero).
On 22 May 2024, the Company’s shareholders approved the Management Incentive Program 2024-2027 mainly targeting
members of the Group’s senior management team and the performance criteria for the award of up to 802,000 shares in
the Company to the Beneficiaries.
The Program comprised of the following
• award of up to 802,000 shares of the Company shares in the Company to the Beneficiaries, free of charge, with
annual vesting (i.e. ¼ vests at the end of each year) and subject to relevant performance indicators;
• and award of stock options to the Beneficiaries in the following amounts: up to 802,000 Options at a strike price
of RON 15, 1,002,000 Options at a strike price of RON 20 and 1,203,000 Options at a strike price of RON.
Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nomina l
value of shares. Share premium account can only be resorted to limited purposes, which do not include the distribution of
dividends and is otherwise subject to the provisions of the Cyprus Companies Law on reduction of share capital.
At the reporting date, the issued share capital of the Company is comprised of 41,011,780 ordinary shares with nominal
value EUR 0.01 each. All issued shares are fully paid. All shares rank equally regarding the Company's residual assets. The
holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings o f
the Company.
As of 31 December 2025, the share capital amounts to RON 2,065,559 (31 December 2024: RON 2,032,198).
As of 31 December 2025, the share premium amounts to RON 51,269,120 (31 December 2024: RON 45,503,042).
Capital reserve
Capital reserve was created by the Parent Company with the aim of covering potential losses from the activity of the Parent
Company. The amount of capital reserves is RON 69,102,693 (31 December 2024: RON 69,102,693).
Treasury share reserve
During 2025, the Company did not allocate any shares to management or employees. The Long-Term Share Incentive Plan
for the period 2020–2024 had already concluded in the prior year.
In 2025, the Company did not acquire any own shares and there were no exercises of stock options, no shares allocated to
employees, and no other treasury share transactions during the year. As a result, the treasury shares reserve remained nil
throughout the year.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation to the presentation currency.
Other reserves
In 2025 the Company accounted for equity-settled share-based payments in amount of RON 3,897,982 (2024: RON
1,876,854) in connection with the Management Incentive Programs 2020-2024 and 2024-2027. In 2025 the fair value of
stock options exercised during the year amounting to RON 1,329,350 was credited to the Share premium account.
In 2025 the Company also accounted in other reserves for put option over non-controlling interests in the amount of RON
600,425 (2024: RON 1,267,587).
Purcari Wineries PCL |Separate Financial Statements
277 | Notes to the separate financial statements for the year ended 31 December 2025
As of 31 December 2025, the Other reserves amounts to RON (5,163,811) (31 December 2024: RON (5,735,918)).
Dividends
During 2025 the Company declared and paid dividends in amount of RON 0.65 per share (2024: RON 0.65) to all
shareholders. The total amount of dividends declared and paid in 2025 was RON 26,277,338 (2024: RON 26,229,641).
17. Trade and other payable
2025
2024
Payable to related parties (Note 19.6)
1,159,435
5,046,507
Dividend payable
112,968
59,874
Other creditors
2,891,107
987,155
4,163,510
6,093,536
The exposure of the Company to liquidity risk in relation to trade and other payable is reported in note 4 of the financial
statements.
18. Provisions
2025
2024
Provisions for indirect taxes
2,864,118
2,786,148
Provision for unused vacation
253,880
147,716
3,117,998
2,933,864
19. Related party transactions
The Company has no ultimate parent entity or ultimate controlling party.
The main shareholders are presented within Note 14. As at 31 December 2025, Maspex Romania S.R.L. held 73.23% of the
Company’s share capital and is considered the Company’s immediate parent entity, exercising control in accordance with
IFRS 10. Maspex Romania S.R.L. is part of a group of companies controlled by Maspex Holding S.A., a joint stock company
incorporated in Poland. Maspex Holding S.A. is 99.23% owned by GMW Partners Sp. z o.o., a company incorporated in
Poland, which is in turn wholly owned by 13 individual shareholders and none of them has majority control. Accordingly,
GMW Partners Sp. z o.o. represents the ultimate controlling party of the Group.
Based on information available to management, no parent entity in the ownership chain has been identified as preparing
consolidated financial statements available for public use.
Transactions with related parties are carried out on terms equivalent to those prevailing in arm’s length transactions.
Outstanding balances at the reporting date are unsecured, unless otherwise disclosed, and may be interest-bearing or interest-
free depending on their nature. Such balances are generally settled in cash and within normal credit terms. No guarantees
have been provided or received in respect of related party balances.
The Company’s related parties for the years 2025 and 2024 were the following:
Name of the entity
Relationship with the Company
Amboselt Universal Inc.
Major shareholder of the Company
Victor Bostan
Ultimate Beneficial Owner through Amboselt Universal Inc.
Alexandru Filip
Executive Director
Victoriavin SRL
Entity controlled by Victor Bostan through a significant shareholding
Vinaria Purcari SRL
Subsidiary (for terms and conditions please refer to Note 19.1)
Vinaria Bostavan SRL
Subsidiary (for terms and conditions please refer to Note 19.1)
Crama Ceptura SRL
Subsidiary (for terms and conditions please refer to Note 19.1)
Vinorum Holdings Limited
Subsidiary (for terms and conditions please refer to Note 19.1)
Purcari Wineries Ukraine LLC
Subsidiary
Angel’s Estate SA
Subsidiary from 10.10.2022 (for terms and conditions please refer to Note 13)
Key management personnel
Members of board of directors of the Company, CEOs, COO, CFO, CCO and other
SMT Members
Purcari Wineries PCL |Separate Financial Statements
278 | Notes to the separate financial statements for the year ended 31 December 2025
The following transactions were carried out with related parties:
19.1 Dividend income (Note 7)
2025
2024
Vinaria Purcari SRL
12,374,197
25,830,414
Crama Ceptura SRL
44,941,769
27,933,031
Vinorum Holdings Limited
3,005,410
60,321,376
53,763,445
Dividends are recognised as a liability and are payable on demand by the shareholder.
19.2 Interest income
2025
2024
Vinaria Bostavan SRL
-
204,543
Angel’s Estate SA
1,844,518
517,850
8Wines
198,513
134,412
2,043,031
856,805
19.3 Administration expenses (Note 8)
2025
2024
(Restated)
Directors’ remuneration
2,231,494
2,401,780
Key management personnel remuneration
1,748,402
4,313,579
Equity-settled share-based payments of key management personnel
-
-
3,979,896
6,715,359
19.4 Loans receivable from related parties (Note 13)
Nature
2025
2024
Angel’s Estate SA Interest bearing
33,656,688
20,447,387
33,656,688
20,447,387
19.5 Receivable from related parties (Note 14)
Nature
2025
2024
Vinaria Purcari SRL Dividends
30,560,833
11,353,002
Vinorum Holdings Limited Dividends
863,844
1,748,786
31,424,677
13,101,788
Receivable from subsidiaries bear no interest and will be collected during the next 12 months.
19.6 Payable to related parties (Note 17)
Nature
2025
2024
Directors and key management personnel Management fees
1,159,435
5,046,507
1,159,435
5,046,507
Payable to the management bear no interest. A full settlement is expected to occur in the next 12 months.
Purcari Wineries PCL |Separate Financial Statements
279 | Notes to the separate financial statements for the year ended 31 December 2025
20. Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
31 December 2025
Financial assets
mandatory at FVTPL
Financial assets
at amortized cost
Total
Assets as per statement of financial position:
Equity instruments held at FVTPL
13,618,591
-
13,618,591
Loans receivable
-
36,166,465
36,166,465
Other receivable
-
31,981,553
31,981,553
Cash and cash equivalents
-
1,213,212
1,213,212
Total
13,618,591
69,361,230
82,979,821
Financial assets
mandatory at FVTPL
Financial liabilities
at amortized cost
Total
Liabilities as per statement of financial position:
Trade and other payable
-
4,163,510
4,163,510
Total
-
4,163,510
4,163,510
31 December 2024
Financial assets
mandatory at FVTPL
Financial assets
at amortized cost
Total
Assets as per statement of financial position:
Equity instruments held at FVTPL
7,795,841
-
7,795,841
Loans receivable
-
22,878,410
22,878,410
Other receivable
-
13,412,433
13,412,433
Cash and cash equivalents
-
121,604
121,604
Total
7,795,841
36,412,447
44,208,288
Financial assets
mandatory at FVTPL
Financial liabilities
at amortized cost
Total
Liabilities as per statement of financial position:
Trade and other payable
-
6,093,354
6,093,354
Total
-
6,093,354
6,093,354
21. Operating environment
On 24 February 2022, Russia announced the start of a full-scale land, sea and air invasion of Ukraine, targeting Ukrainian
military assets and civilian infrastructure throughout the country.
Two years on, the war is still raging in the vicinity of Moldova and Romania, where our production facilities are located
and which represent the core markets for the Group.
This event was a catalyst factor for the activation of Moldova's EU accession process, the country being formally awarded
EU candidate status. Maia Sandu, Moldova’s President, has set as goal for her administration to finalize the accession
process and join the EU before 2030. The country has benefited from very significant financial support from EU and other
development partners, estimated at over $1 billion, including large grants components in addition to loans. The escalation
of the war in Ukraine has created many uncertainties, as well as many consequences, especially in the fields of energy and
finance. Moldova was mostly affected by the price of natural gas and dependence on supplies from Russia, but the
government took prompt steps to interconnect the country with the EU market, ensuring supplies for industry and
households, and implemented a compensation scheme for the vulnerable population, to reduce the tariff burden. As result,
during 2023 the tariff on natural gas was reduced, inflation dropped under targeting level, interest rates decreased.
Purcari Wineries PCL |Separate Financial Statements
280 | Notes to the separate financial statements for the year ended 31 December 2025
On the basis of the above, the Board of Directors of the Company reiterates the view that the Company is well positioned
to resist the adverse impact of this external shock and will have sufficient resources to continue operating as going concern
for a period of at least 12 months from the reporting date of this Annual Report.
22. Events after the reporting period
There were no material subsequent events after the reporting period, except:
Change in the composition of the Board of Directors
Effective 30 January 2026, Mr Alexandru Filip submitted his resignation as a member of the Board of Directors. Following
his resignation, the Board comprises six members (previously seven).
Share capital increase and share allotments
On 19 January 2026, the Board of Directors approved an increase in the Company’s share capital through the issuance of
124,602 ordinary shares with a nominal value of EUR 0.01 each, resulting in a total nominal increase of EUR 1,246.02. The
share capital increase was undertaken solely to settle obligations arising from PSU and PSO arrangements following the
amicable termination of the mandate of Mr Alexandru Filip.
On 6 February 2026, the Board of Directors approved the free-of-charge allotment of 7,739 ordinary shares with a nominal
value of EUR 0.01 each to Mr Stefan Catrina, Strategy and Transformation Director, under the Management Incentive Plan
2024–2027. The shares were funded from the Company’s share premium reserve and were issued exclusively in settlement
of rights arising from PSU and PSO arrangements.
On 9 February 2026, the Romanian Financial Supervisory Authority issued the Certificate of Registration of Financial
Instruments No. AC-4603-8/09.02.2026 in connection with the above share capital increase.
M&A update
On 29 January 2026, the Company announced the submission of a binding offer for the potential acquisition of 100% of the
share capital of SERVE Ceptura SRL (Dealu Mare, Romania). Completion of the transaction remains subject to the
negotiation and execution of definitive transaction documentation and the receipt of all required approvals, including foreign
direct investment clearance.
On 03 April 2026, Crama Ceptura has signed an agreement to acquire 100% of CaraprodVin SRL, a wine producer located
in Vârteșcoiu commune, Vrancea County, Romania. CaraprodVin brings into the Group 33.18 hectares of vineyards and a
primary winemaking facility of over 1,440 sqm, located in the heart of Romania’s largest grape-producing region. Vrancea
is particularly known for its white grape varieties, which naturally complements the profile that Crama Ceptura has built
over the years in Dealu Mare.