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Industrie De Nora

Quarterly Report May 8, 2024

4198_rns_2024-05-08_7c0f73ef-aa1d-4922-95a0-08d63f70f876.pdf

Quarterly Report

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Index 4
Consolidated Statement of Financial Position 5
Consolidated Income Statement 6
Consolidated Statement of Comprehensive Income 7
Consolidated Statement of Cash Flows 8
Statement of Changes in the Net Consolidated Equity 9
Explanatory Notes to the Interim Condensed Consolidated Financials as of March 31, 2024 11
A. General information 12
B. Notes to the main financial statements items - income statement 18
C. Notes to the main financial statements items - Statement of equity and financial position -
Assets 24
D. Notes to the main financial statements items – statement of financial position - Liabilities 32
E. Financial Risks 40
F. Segment reporting 42
G. Related Party Transactions 46
H. Non-recurring events 49
I. Commitments and contingent liabilities 50
J. Events after the reporting date 51

Index

Consolidated Statement of Financial Position

Assets
Notes
As of March Of which As of Of which
31, 2024 Related December Related
parties 31, 2023 parties
(in € thousands)
Goodwill and other intangible assets 16 115,740 115,787
Property, plant and equipment 17 260,274 254,273
Equity-accounted investees 18 231,511 231,511
Financial assets, including derivatives 19 3,219 3,180
Deferred tax assets 16,034 16,216
Other receivables 24 10,226 52 7,360 52
Employee benefits 27 3,390 3,465
Total non-current assets 640,394 631,792
Inventory 20 271,757 257,146
Financial assets, including derivatives 19 12,283 14,185
Current tax assets 21 9,472 - 10,310 -
Construction contracts 22 39,211 39,767
Trade receivables 23 164,673 41,463 141,927 26,724
Other receivables 24 45,960 16 38,391 18
Cash and cash equivalents 25 154,105 198,491
Total current assets 697,461 700,217
Total assets 1,337,855 1,332,009
Liabilities
Equity attributable to the parent 900,470 904,488
Equity attributable to non-controlling interests 6,470 5,700
Total Equity 26 906,940 910,188
Employee benefits 27 24,399 25,222
Provisions for risks and charges 28 1,949 1,896
Deferred tax liabilities 9,147 8,873
Financial liabilities, net of current portion 29 135,478 133,716
Trade payables 30 28 86
Income tax payable 31 558 549
Other payables 32 2,340 45 2,231 47
Total non-current liabilities 173,899 172,573
Provisions for risks and charges 28 16,257 16,150
Financial liabilities, current portion 29 21,723 10,199
Construction contracts 9,644 8,030
Trade payables 95,652 1,600 106,752 1,012
Income tax payable 23,274 19,196
Other payables 90,466 37,164 88,921 40,881
Total current liabilities 257,016 249,248
Total equity and liabilities 1,337,855 1,332,009

Consolidated Income Statement

First three months ended March 31
Of which Of which
Notes 2024 Related 2023 Related
parties parties
(in € thousands)
Revenue 4 189,131 45,609 216,881 56,339
Change in inventory of finished goods and work in progress 5 2,679 16,830
Other income 6 1,325 166 1,415 168
Costs for raw materials, consumables, supplies and goods 7 (74,802) (54) (106,711) (2)
Personnel expenses 8 (37,840) (1,633) (36,220) (1,337)
Costs for services 9 (42,703) (1,136) (42,702) (399)
Other operating expenses 10 (1,635) - (1,877) (1)
Amortization and depreciation 16 – 17 (8,186) (7,240)
(Impairment)/write-back of non-current assets and net
accrual of provisions for risks and charges
11 (436) (721)
Operating profit 27,533 39,655
Share of profit of equity-accounted investees - -
Finance income 12 4,189 2,400
Finance expenses 13 (4,523) - (6,325) -
Profit before tax 27,199 35,730
Income tax expense 14 (9,181) (10,727)
Profit for the period 18,018 25,003
Attributable to:
Owners of the parent 17,880 24,491
Non-controlling interests 138 512
Basic earnings per share (in Euro) 15 0.09 0.12
Diluted earnings per share (in Euro) 15 0.09 0.12

Consolidated Statement of Comprehensive Income

First three months ended March 31
2024 2023
(in € thousands)
Profit for the period 18,018 25,003
Items that will not be reclassified to profit or loss:
Actuarial reserve - -
Tax effect - -
Total items that will not be reclassified to profit or loss, net of the tax effect (A) - -
Items that may be reclassified subsequently to profit or loss:
Effective portion of the change in fair value of financial instruments hedging cash
flows
- 7
Change in fair value of financial assets 158 373
Translation reserve 392 (7,933)
Tax effect (41) (91)
Total items that may be reclassified subsequently to profit or loss, net of the tax
effect (B)
509 (7,644)
Total other comprehensive income net of the tax effects (A) + (B) 509 (7,644)
Total comprehensive income 18,527 17,359
Attributable to:
Owners of the parent 18,257 16,856
Non-controlling interests 270 503

Consolidated Statement of Cash Flows

First three months ended March 31
Of which Of which
Notes 2024 Related 2023 Related
parties parties
(in € thousands)
Cash flows from operating activities
Profit for the period 26 18,018 25,003
Adjustments for:
Amortization and depreciation 16-17 8,186 7,240
Finance expenses 13 4,523 - 6,325 -
Finance income 12 (4,189) (2,400)
(Gains) losses on the sale of property, plant and equipment and intangible 16-17 (1) 172
assets
Income tax expense 14 9,181 10,727
Share based payments 8 - 26 183 146 145 105
Change in inventory 20 (14,594) (2,270)
Change in trade receivables and construction contracts 22-23 (20,256) (14,862) (25,600) (24,185)
Change in trade payables 30 (11,457) 588 (2,987) (55)
Change in other receivables/payables 24-32 (5,889) 2 (27,676) (18,411)
Change in provisions and employee benefits 27 (874) (514)
Cash flows generated by operating activities (17,169) (11,835)
Interest and other finance expenses paid 13 (3,897) (3,562)
Interest and other finance income collected 12 2,105 730
Income tax paid 14 (5,350) (6,151)
Net cash flows generated by (used in) operating activities (24,311) (20,818)
Cash flows from investing activities
Sales of property, plant and equipment and intangible assets 16-17 371 9
Investments in property, plant and equipment 16-17 (10,301) (17,819)
Investments in intangible assets 16-17 (1,212) (1,860)
Investment in/Disposal of financial activities 19 2,062 110,057
Net cash flows generated by (used in) investing activities (9,080) 90,387
Cash flows from financing activities
Share capital increase 26 500 900
Treasury shares buy-back 26 (22,458) -
New loans 29 11,977 13,649
(Repayments) of loans 29 (6) (147,049)
Payment of leases 29 (993) (461)
Increase (decrease) in other financial liabilities 29 (2) (2)
Net cash flows generated by (used in) financing activities (10,982) (132,963)
Net increase (decrease) in cash and cash equivalents (44,373) (63,394)
Opening cash and cash equivalents 198,491 174,129
Exchange rate gains/(losses) (13) (1,097)
Closing cash and cash equivalents 25 154,105 109,638

Statement of Changes in the Net Consolidated Equity

(in € thousands) Share
capital
Legal
reserve
Share
premium
Retained
earnings
Tran
slation
reserve
Other
reserves
Profit for
the period
Equity
attributable
to the
parent
Equity
attributable
to non
controlling
interests
Total
Equity
Balance as of
December 31,
2022
18,268 3,357 223,433 387,242 5,059 14,295 89,564 741,218 3,586 744,804
Transactions with
shareholders:
Share capital
increase
- - - - - - - - 900 900
Allocation of
profit for 2022
- - - 89,564 - - (89,564) - - -
Other movements
– Share based
payments
- - - - - 145 - 145 - 145
Comprehensive
income
statement:
Profit for the
period
- - - - - - 24,491 24,491 512 25,003
Actuarial reserve - - - - - - - - - -
Effective portion
of the change in
fair value of
financial
instruments
hedging cash
flows
- - - - - 5 - 5 - 5
Change in fair
value of financial
assets
- - - - - 246 - 246 38 284
Translation
reserve
- - - - (7,886) - - (7,886) (47) (7,933)
Balance as of
March 31, 2023
18,268 3,357 223,433 476,806 (2,827) 14,691 24,491 758,219 4,989 763,208
Balance as of
December 31,
2023
18,268 3,654 223,433 452,307 (19,538) (3,686) 230,050 904,488 5,700 910,188
Transactions with
shareholders:
Share capital
increase
- - - - - - - - 500 500
Allocation of
profit for 2023
- - - 230,050 - - (230,050) - - -
Treasury Shares
buy-back
- - - - - (22,458) - (22,458) - (22,458)
Other movements
– Share based
payments
- - - - - 183 - 183 - 183
Comprehensive
income
statement:
Profit for the
period
- - - - - - 17,880 17,880 138 18,018
Actuarial reserve - - - - - - - - - -
Effective portion
of the change in
fair value of
financial
instruments
hedging cash
flows
- - - - - - - - - -
Change in fair
value of financial
assets
- - - - - 66 - 66 51 117
Translation
reserve
- - - - 311 - - 311 81 392
Balance as of
March 31, 2024
18,268 3,654 223,433 682,357 (19,227) (25,895) 17,880 900,470 6,470 906,940

Explanatory Notes to the Interim Condensed Consolidated Financials as of March 31, 2024

A. General information

1. General Information

Industrie De Nora S.p.A. (hereinafter the "Company" or "IDN" and together with its subsidiaries the "Group" or the "De Nora Group") is a joint-stock company incorporated and registered in Italy at the Companies Register Office of Milan. The Company, with registered office at Via Bistolfi 35 - Milan, Italy, has been listed on Euronext Milan since June 30, 2022.

The Group was founded by the engineer Oronzio De Nora and prides itself of more than 100 years in the electro-chemical industry. Today it is known as a world leader in supplying electrodes for the electrochemical industry. The Group is also active in the design and supply of technologies for water treatment and disinfection, and is committed to developing solutions for the energy transition, particularly holding a prominent position in supplying technologies for hydrogen production through water electrolysis.

Please note that these Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2024 (hereinafter the "Condensed Consolidated Interim Financial Statements") were approved by the Company's Board of Directors on May 8, 2024.

2. Summary of the accounting principles adopted and the criteria adopted for the preparation of the condensed consolidated interim financial statements

2.1 Criteria for the preparation of the Condensed Consolidated Interim Financial Statements

The De Nora Group has prepared these Condensed Consolidated Interim Financial Statements in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union and in accordance with IAS 34 - Interim Financial Reporting by applying the same accounting standards adopted in the preparation of the Consolidated Financial Statements as of December 31, 2023 and in effect as of March 31, 2024, hereinafter the "IFRS". The IFRS have been applied consistently in all the periods presented. These Condensed Consolidated Interim Financial Statements have been prepared in "condensed" form, i.e., with a significantly lower level of disclosure than required by IFRS, as permitted by IAS 34, and should therefore be read in conjunction with the Group's consolidated financial statements for the year ending December 31, 2023, prepared in accordance with IFRS and approved by the Board of Directors on March 18, 2024.

The Condensed Consolidated Interim Financial Statements consist of the interim consolidated statement of financial position, the interim consolidated income statement, the interim consolidated statement of comprehensive income, the interim statement of changes in the net consolidated equity, and the interim consolidated statement of cash flows, as well as the explanatory notes.

Assets and liabilities as of March 31, 2024 are compared with the consolidated statement of financial position as of December 31, 2023. The amounts in the consolidated income statement, consolidated statement of comprehensive income, statement of changes in the net consolidated equity, and consolidated statement of cash flows for the three months ended March 31, 2024, are compared with the respective amounts for the three months ended March 31, 2023.

The Group has chosen to present the consolidated income statement by the nature of the expenses, highlighting the interim results relating to the operating result and the result before tax.

The statement of financial position is prepared using the format whereby assets and liabilities are presented on a "current/non-current" basis. An asset is classified as current when:

  • it is assumed that such asset is carried out, or is held for sale or consumption, in the normal course of the operating cycle;

  • it is mainly owned for trading purposes;

  • it is assumed that it will be realized within twelve months from the closing date of the period;
  • it consists of cash and cash equivalents (unless it is forbidden to exchange it or use it to settle a liability for at least twelve months from the closing date of the financial year).

All other assets are classified as non-current. In particular, IAS 1 includes property, plant and equipment, intangible assets and long-term financial assets among non-current assets.

A liability is classified as current when:

  • it is expected to be settled in the normal operating cycle;
  • it is mainly owned for trading purposes;
  • it will be settled within twelve months from the closing date of the period;
  • there is no unconditional right to defer its settlement for at least twelve months after the end of the financial year. The clauses of a liability that could, at the option of the counterparty, give rise to its settlement through the issue of equity instruments, do not affect its classification.

All other liabilities are classified by the company as non-current.

The operating cycle is the time that elapses between the acquisition of assets for the production process and their realization in cash or cash equivalents. When the normal operating cycle is not clearly identifiable, its duration is assumed to be twelve months.

The consolidated statement of cash flows is prepared using the indirect method.

The statement of changes in the consolidated equity shows the changes in shareholders' equity items related to:

  • the recognition of the result for the period and allocation of the result of the previous period;
  • amounts relating to transactions with shareholders;
  • all gains and losses, net of tax, which, as required by IFRS, are accounted for directly in equity (actuarial gains and losses arising from defined benefit plans and hedging reserves);
  • changes in the fair value reserves relating to cash flow hedges, net of taxes;
  • changes in the consolidation scope;
  • the effect of the differences deriving from the conversion of the financial statements of foreign companies;
  • changes in accounting principles.

The consolidated statement of comprehensive income presents, on a separate basis, the profit/(loss) for the period and any income and expense not recognized in the income statement, but is instead recognized directly in equity, in accordance with specific IFRS principles.

The Condensed Consolidated Interim Financial Statements have been drawn up in Euro, the Company's functional currency. The financial position and income statements, the explanatory notes and the tables are expressed in thousands of Euro, unless otherwise indicated.

The Condensed Consolidated Interim Financial Statements were prepared:

  • on a going concern basis, as the Directors verified the absence of financial, management or other indicators that could indicate significant uncertainties about the Group's ability to meet its obligations in the foreseeable future and, in particular, in the 12 months following the closing date, as compared to the date of these interim financial statements. The assessments made confirm that the Group is able to operate in compliance with the going concern assumption and in compliance with financial covenants;

  • on an accrual basis of accounting, in compliance with the principle of relevance and significance of the information, of the prevalence of substance over form and with a view to favoring consistency with future presentations. The assets and liabilities, costs and revenues are not offset against each other, unless this is permitted or required by IFRS;

  • on the basis of the conventional historical cost criterion, except for the valuation of financial assets and liabilities in cases where the application of the fair value criterion is mandatory.

2.2 Changes in accounting principles

There are no new developments regarding accounting principles and amendments applicable from January 1st, 2024, that have not already been described in the Consolidated Financial Statements as of December 31st, 2023, to which reference is made.

2.3 Structure and content of the Consolidated Financial Statements

The Condensed Consolidated Interim Financial Statements include the economic and financial position of the Company and its subsidiaries, prepared based on the related accounting situations and, where applicable, appropriately adjusted to make them compliant with IFRS.

As of March 31, 2024, the financial statements of the companies in which the Company directly or indirectly has control have been consolidated using the "full consolidation method", through the full assumption of the assets and liabilities and the costs and revenues of the subsidiaries.

Companies in which the Group exercises significant influence are measured using the "equity method", which foresees the initial recognition of the equity investment at cost and the subsequent adjustment of the carrying amount to reflect the investor's share of the related company's profits or losses after the acquisition date.

The companies included in the consolidation scope as of March 31, 2024 are as follows:

Company Registered
office
Currency Share Capital as of 31.03.2024 Interest % De Nora
Group
Consolidation
method
in local currency in Euro As of
31.03.2024
As of
31.12.2023
Oronzio De Nora
International
BV - THE
NETHERLANDS:
Basisweg, 10 -
Amsterdam - OLANDA
Euro 4,500,000.00 4,500,000.00 100% 100% line-by-line
*De Nora
Deutschland GmbH
-
GERMANY
Industriestrasse 17
63517 Rodenbach -
GERMANY
Euro 100,000.00 100,000.00 100% 100% line-by-line
*Shotec Gmbh -
GERMANY
An der Bruchengrube
5, 63452 Hanau -
GERMANY
Euro 40,000.00 40,000.00 100% 100% line-by-line
*De Nora India Ltd -
INDIA
Plot Nos. 184, 185 &
189 Kundaim
Industrial Estate
Kundaim 403 115,
Goa, INDIA
INR 53,086,340.00 588,954.97 53.67% 53.67% line-by-line
*De Nora Permelec
Ltd – JAPAN:
2023-15 Endo,
Fujisawa City -
Kanagawa Pref. 252 -
JAPAN
JPY 90,000,000.00 550,627.10 100% 100% line-by-line
*De Nora Hong
Kong Limited -
HONG KONG
Unit D-F 25/F YHC
Tower 1 Sheung YUET
Road Kowllon Bay KL -
HONG KONG
HKD 100,000.00 11,821.17 100% 100% line-by-line
De Nora do Brasil
Ltda - BRASIL
Avenida Jerome Case
No. 1959 Eden -CEP
18087-220 -
Sorocoba/SP - BRASIL
BRL 9,662,257.00 1,788,247.15 100% 100% line-by-line
Elettrodi (Suzhou)
Co., Ltd – CHINA:
No. 113 Longtan
Road,Suzhou Industrial
Park 215126, CHINA
CNY 25,259,666.00 23,364,782.17 100% 100% line-by-line
*De Nora China -
Jinan Co Ltd -
CHINA:
Building
3,No.5436,Wenquan
Rd.,Lingang
Development
Zone,Licheng
District,Jinan
City.Shandong
Province PR CHINA
CNY 15,000,000.00 1,919,533.17 100% 100% line-by-line
*De Nora Glory
(Shanghai) Co Ltd -
CHINA:
No.2277 Longyang Rd.
Unit 1605 Yongda Int'l
Plaza - Shanghai -
CHINA
CNY 1,000,000.00 127,968.88 80% 80% line-by-line
De Nora Italy S.r.l. -
ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 5,000,000.00 5,000,000.00 100% 100% line-by-line
De Nora Water
Technologies Italy
S.r.l. – ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 78,000.00 78,000.00 100% 100% line-by-line
*De Nora Water
Technologies FZE –
DUBAI
Office No: 614, Le
Solarium Tower, Dubai
Silicon Oasis - DUBAI
AED 250,000.00 62,967.53 100% 100% line-by-line
De Nora Italy
Hydrogen
Technologies S.r.l. -
ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 1,410,000.00 1,410,000.00 90% 90% line-by-line
De Nora Holding UK
Ltd. – UNITED
KINGDOM:
c/o Pirola Pennuto Zei
& Associati Limited,
5th Floor, Aldermary
House, 10-15 Queen
Street, London EC4N
1TX - UNITED
KINGDOM
Euro 19.00 19.00 100% 100% line-by-line
*De Nora Water
Technologies UK
Services Ltd. –
UNITED
KINGDOM
Daytona House Amber
Close, Amington,
Tamworth B77 4RP -
UNITED KINGDOM
GBP 7,597,918.00 8,885,414.57 100% 100% line-by-line
*De Nora Holding
US Inc. – USA:
7590 Discovery Lane ,
Concord, OH 4407 -
U.S.A.
USD 10.00 9.25 100% 100% line-by-line
*De Nora Tech LLC –
USA
7590 Discovery Lane ,
Concord, OH 4407 -
U.S.A.
USD - - 100% 100% line-by-line
*De Nora Water
Technologies LLC –
USA:
3000 Advance Lane
18915 - Colmar - PA -
U.S.A.
USD 968,500.19 895,847.00 100% 100% line-by-line
*De Nora Water
Technologies
(Shanghai) Co. Ltd -
CHINA
2277 Longyang Road,
Unit 305 Yongda
International Plaza -
201204 - Pudong
Shanghai - CHINA
CNY 16,780,955.00 2,147,439.98 100% 100% line-by-line
*De Nora Water
Technologies Ltd. –
UNITED
KINGDOM:
c/o Pirola Pennuto Zei
& Associati Limited,
5th Floor, Aldermary
House, 10-15 Queen
Street, London EC4N
1TX - UNITED
KINGDOM
GBP 1.00 1.17 100% 100% line-by-line
*De Nora Water
Technologies
(Shanghai) Ltd -
CHINA
No 96 Street A0201
Lingang Marine
Science Park, Pudong
New District, Shanghai
- CHINA
CNY 7,757,786.80 992,755.27 100% 100% line-by-line
*De Nora Marine
Technologies LLC –
USA
1110 Industrial Blvd.,
Sugar Land, TX 77478 -
U.S.A.
USD - - 100% 100% line-by-line
*De Nora Neptune
LLC – USA
305 South Main
Street, Fort Stockton,
Texas 76735 - U.S.A.
USD - - 80% 80% line-by-line
Capannoni S.r.l.-
ITALY:
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 8,500,000.00 8,500,000.00 100% 100% line-by-line
*Capannoni LLC -
USA
7590 Discovery Lane ,
Concord, OH 4407 -
U.S.A.
USD 3,477,750.00 3,216,862.45 100% 100% line-by-line
thyssenkrupp
nucera AG & Co.
KGaA
GERMANY Euro 126,315,000.00 126,315,000.00 25.85% 25.85% equity
*Thyssenkrupp
Nucera Italy S.r.l.
ITALY Euro 1,080,000.00 1,080,000.00 25.85% 25.85% equity
*ThyssenKrupp
Nucera Australia
Pty.
AUSTRALIA AUD 500,000.00 301,077.86 25.85% 25.85% equity
*thyssenkrupp
nucera Arabia for
Contracting Limited
SAUDI ARABIA SAR 2,000,000.00 503,740.27 25.85% 25.85% equity
*Thyssenkrupp
Nucera Japan Ltd.
JAPAN JPY 150,000,000.00 917,711.84 25.85% 25.85% equity
*Thyssenkrupp
Uhde Chlorine
Engineers
(Shanghai) Co., Ltd.
CHINA CNY 20,691,437.50 2,647,860.04 25.85% 25.85% equity
*Thyssenkrupp
Nucera USA Inc.
U.S.A. USD 700,000.00 647,488.67 25.85% 25.85% equity
*thyssenkrupp
nucera
Participations GmbH
GERMANY Euro 25,000.00 25,000.00 25.85% 25.85% equity
*thyssenkrupp
nucera India Private
Limited
INDIA INR 200.00 2.22 25.85% 25.85% equity
TK Nucera
Management AG
GERMANY Euro 50,000.00 50,000.00 34% 34% equity

It should be noted that the scope of consolidation as of March 31, 2024 is unchanged compared to December 31, 2023.

The following table summarises the exchange rates used to convert the financial statements of companies that have a functional currency other than the Euro for the periods indicated.

Average exchange rate for the Exchange rate at
First three months
First three months
ended March 31, 2024
ended March 31, 2023
March 31, 2024 December 31, 2023
Currency
US Dollar 1.0858 1.0733 1.0811 1.1050
Japanese Yen 161.1500 141.9509 163.4500 156.3300
Indian Rupee 90.1551 88.2580 90.1365 91.9045
Chinese Yuan Renminbi 7.8048 7.3420 7.8144 7.8509
Brazilian Real 5.3752 5.5765 5.4032 5.3618
GB Pound 0.8563 0.8831 0.8551 0.8691

2.4 Accounting standards and measurement criteria

The main recognition, classification and valuation criteria and accounting policies adopted for the preparation of the Condensed Consolidated Interim Financial Statements are consistent to those adopted for the preparation of the Consolidated Financial Statements as of December 31, 2023 to which reference is therefore made, except for the adjustments required by the nature of the interim reporting.

The Group has not adopted early any standard, interpretation or improvement issued but not yet in effect.

Furthermore, income taxes for the period are determined based on the best possible estimate in relation to the available information and on the reasonable expectation of the year's performance until the end of the tax period.

Estimates and assumptions used to draw up these Condensed Consolidated Interim Financial Statements are consistent with the ones used for the preparation of the Consolidated Financial Statements as of December 31, 2023 to which reference is therefore made.

3. Other Information

Seasonality

The Group's activities show no significant seasonal or cyclical variations.

Russia-Ukraine conflict

The Group did not encounter any significant critical issues attributable to the ongoing Russia-Ukraine conflict in terms of procurement, production and sales. As of March 31, 2024, the Group's main suppliers of strategic materials are located outside Russia and Ukraine. The Group has a single significant project with a Russian customer operating in the mining and metallurgical sector who, as of today, is not among the sanctioned entities, revenues recorded in the first quarter 2024 with such customer amount to Euro 5.1 million. Group customers located in the area affected by the conflict accounted for 2.7% of Group revenues for the three months ended March 31, 2024. As of March 31, 2024, the exposure to Russian and Ukrainian customers amounted to approximately Euro 1.7 million.

The situation is evolving, and the Company carries out constant monitoring on every new set of sanctions issued.

However, it cannot be ruled out that the continuation of a situation of military conflict in Ukraine and the increase in tensions between Russia and the countries in which the Group operates could negatively affect global macroeconomic conditions and the economies of those countries, leading to a possible contraction in demand and a consequent decrease in production levels, also taking into account the continuous evolution of the sanctions framework, which is constantly monitored by the Group's management.

B. Notes to the main financial statements items - income statement

4. Revenues

The following table details revenues from contracts with customers by type for the three-month periods ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Sales of electrodes 96,262 120,387
Sales of systems 8,789 7,207
After-market and other sales 63,701 70,422
Change in construction contracts 20,379 18,865
Total 189,131 216,881

Revenues for the three months ended March 31, 2024, amounted to Euro 189,131 thousand (Euro 216,881 thousand for the three months ended March 31, 2023). The decrease of Euro 27,750 thousand (or 12.8%, 10.2% at constant exchange rates1 ) can be mainly attributed to the reduction in Electrode Technologies segment (around -22%) with revenues in the first quarter of 2024 amounting to Euro 92,688 thousand compared to Euro 118,936 thousand of the first quarter 2023. Water Technologies segment shows a revenue reduction of 2.1% compared to first quarter 2023, with revenues of the first three months 2024 amounting to Euro 69,877 thousand compared to Euro 71,390 thousand of the first three months 2023; revenue decrease is attributable to Pools line of business (around -12%), while revenues related to the sub-segment Water Technologies Systems show an increase (+4.7%). The Energy Transition segment achieved in the first three months of 2024 revenues of Euro 25.566 thousand, confirming the revenues achieved in the same period of previous financial year.

Revenue is analyzed in detail, by geographical area, here below:

First three months ended March 31

2024 2023
(in € thousands)
Europe, Middle East, India and Africa (EMEIA) 69,822 86,136
North and Latin Americas (AMS) 56,830 60,923
Asia and South Pacific (APAC) 62,479 69,822
Total 189,131 216,881

For the three-month periods ended March 31, 2024, almost all of the obligations to be fulfilled by the Group refer to contracts with a duration of less than 12 months.

1 Determined by converting data in currencies other than the Euro for the three months ended March 31, 2024 at historical exchange rates for the three months ended March 31, 2023.

5. Change in inventory of finished goods and work in progress

For the three months ended March 31, 2024, the Group had a positive change in inventories of semi-finished and finished products of Euro 2,679 thousand (Euro 16,380 thousand for the three months ended March 31, 2023).

6. Other income

The table below shows the detail of other income for the three-month periods ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Sundry income 1,057 633
R&D grants 208 217
R&D income 25 36
Insurance refund 35 529
Total 1,325 1,415

Other income mainly refers to income from ancillary operations.

7. Raw materials, ancillary materials, consumables and goods

The table below shows the cost for raw materials, consumables, supplies and goods for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Purchase of raw materials 64,238 64,320
Change in inventory (12,682) 14,154
Purchase of semi-finished and finished goods 18,488 21,959
Purchase of consumables and supplies 4,147 5,630
Purchase of packaging material 599 606
Other purchases and related charges 12 42
Total 74,802 106,711

Costs for raw materials, consumables, supplies and goods for the three months ended March 31, 2024, amounted to Euro 74,802 thousand, decreased by Euro 31.909 thousand compared to Euro 106,711 thousand for the three months ended March 31, 2023, as a consequence of the described reduction in sales volumes, mainly in the Electrode Technologies segment.

Costs for raw materials, consumables, supplies and goods are shown net of capitalized costs, amounting to Euro 734 thousand in the first three months of 2024 (Euro 1,667 in the first three months of the previous year) and they consist of costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

8. Personnel expenses

The table below shows the detail of personnel expenses for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Wages and salaries 29,074 28,612
Social security contributions 7,181 6,383
Post-employment benefits and other pension plans 630 538
Other personnel net (income)/expenses 955 687
Total 37,840 36,220

Personnel expenses amounted to Euro 37,840 thousand for the three months ended March 31, 2024 with an increase compared to the first three month ended March 31, 2023 of Euro 1,620 (Euro 36,220 thousand for the three months ended March 31, 2023) mainly due to the increase of headcount. The following table shows the average number of Group employees for the three months ended March 31, 2024 and 2023.

First three months ended March 31
2024 2023
Average number of employees 2,028 1,957

The item Wages and Salaries includes also the cost for the Performance Share Plan (PSP), a regulation accounted for on the basis of IFRS 2 (approved by the Company's corporate bodies) that provides for the assignment to a certain number of beneficiaries, identified in the regulation itself, of rights of subscription of ordinary shares of the Company based on the achievement of performance objectives. The charge posted in the income statement in the three months ended March 31, 2024 under personnel expenses amounts to Euro 183 thousand, (Euro 145 thousand for the same period of the previous year) recognized with a corresponding balancing entry in Other reserves in Equity.

"Other net personnel costs/(income)" amounting to Euro 955 thousand (Euro 687 thousand for the three months ended March 31, 2023), are mainly related to charges and incentives for termination of personnel, costs for medical and insurance coverage, and expatriate benefits.

Personnel expenses are shown net of capitalized costs, amounting to Euro 740 thousand in the first three months of 2024 (Euro 1,085 in the first three months of the previous year) and they consist of costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

9. Service Costs

The table below shows the detail of costs for services for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Outsourcing expenses 15,453 18,242
Consultancies:
- Production and technical assistance 5,382 2,862
- Selling 25 20
- Legal, tax, administrative and ICT 3,121 3,351
- M&A and Business development - 18
Utilities 3,013 2,999
Maintenance 5,063 3,805
Travel expenses 1,931 1,856
R&D 681 458
Statutory auditors' fees 31 31
Insurance 1,072 1,034
Rents and other lease expenses 639 678
Commissions and royalties 1,300 1,424
Freight 2,321 3,098
Waste disposal, office cleaning and security 888 900
Promotional, advertising and marketing expenses 214 328
Patents and trademarks 255 277
Canteen, training and other personnel expenses 972 991
Board of Directors' fees 342 330
Total 42,703 42,702

Costs for services amounted to Euro 42,703 thousand for the three months ended March 31, 2024 (Euro 42,702 thousand for the three months ended March 31, 2023) and mainly related to outsourcing expenses, consultancy, utilities, maintenance and transport costs.

10. Other operating expenses

The table below shows the detail of other operating expenses for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Indirect taxes and duties 1,503 1,456
Losses on sale of non-current assets - 173
Losses on receivables (not covered by utilization of bad debt provision) 1 -
Other miscellaneous expenses 131 248
Total 1,635 1,877

Other operating expenses amounted to Euro 1,635 thousand for the three months ended March 31, 2024 (Euro 1,877 thousand for the three months ended March 31, 2023).

11. (Impairment) /write back of non-current assets and provisions

The following table shows the detail of the item impairment (losses)/revaluations of non-current assets and provisions for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Net accrual of provisions for risks and charges 475 949
Net accrual of bad debt provision (39) (228)
Total 436 721

In the three months ended March 31, 2024 and 2023 no impairments or write-back of non-current assets have been booked.

12. Finance income

The table below shows the detail of financial income for the three months ended March 31, 2024 and 2023:

2024 2023
(in € thousands)
Exchange rate gains 2,906 1,296
Fair value (positive) on financial instruments - 22
Income from non-current financial assets 236 210
Interest from banks/financial receivables 1,036 776
Interest on trade receivables 11 1
Other finance income - 95
Total 4,189 2,400

First three months ended March 31

13. Finance expenses

The table below shows the detail of financial expenses for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Bank interest and interest on loans and borrowings 1,611 3,134
Exchange rate losses 1,564 2,689
Fair value (negative) on financial instruments 697 19
Finance expenses on personnel costs 110 115
Bank fees 201 253
Other finance expenses 340 115
Total 4,523 6,325

14. Income tax expense

The table below shows the detail of income tax expense for the three months ended March 31, 2024 and 2023:

First three months ended March 31
2024 2023
(in € thousands)
Current taxes 8,444 10,432
Deferred taxes 729 295
Prior years taxes 8 -
Total 9,181 10,727

15. Earnings per share

The following tables show the basic and diluted earnings per share for the three months ended March 31, 2024 and 2023.

First three months ended March 31
2024 2023
Profit for the period attributable to the owners of the parent distributable to
shareholders (in Euro)
17,880 24,491
Weighted average number of shares for basic earnings per share 199,597,777 201,685,174
Basic earnings per share (in Euro) 0.09 0.12
Weighted average number of shares for diluted earnings per share 199,641,608 201,685,174
Diluted earnings per share (in Euro) 0.09 0.12

C. Notes to the main financial statements items - Statement of equity and financial position - Assets

16. Goodwill and intangible assets

The table below shows the breakdown and changes in intangible assets for the three months ended March 31, 2024:

Goodwill Industrial
patents and
intellectual
property rights
Conces
sions
licenses
and trade
marks
Know -
how and
Techno
logies
Customer
relation
ships
Develo
pment
costs
Other Assets
under
constru
ction and
advance
payments
Total
intangible
assets
(in € thousands)
Historical cost at
December 31, 2023
64,742 15,402 39,385 45,205 50,762 16,895 9,286 7,990 249,667
Increase - 156 1 - - - - 1,055 1,212
Decrease - - - - - - - (6) (6)
Impairment - - - - - - - - -
Reclassifications/other
changes
- 92 1,374 - - 592 - (2,005) 53
Translation differences 1,375 (80) 128 (410) 694 243 96 64 2,110
Historical cost at March
31, 2024
66,117 15,570 40,888 44,795 51,456 17,730 9,382 7,098 253,036
Accumulated amortization
as at December 31, 2023
- 14,276 30,809 32,500 38,554 12,313 5,428 - 133,880
Increase - 236 900 369 293 768 143 - 2,709
Decrease - - - - - - - - -
Reclassifications/other
changes
- - - - - - - - -
Translation differences - (60) 33 (122) 639 154 63 - 707
Accumulated amortization
as at March 31, 2024
- 14,452 31,742 32,747 39,486 13,235 5,634 - 137,296
Net carrying value as at
December 31, 2023
64,742 1,126 8,576 12,705 12,208 4,582 3,858 7,990 115,787
Net carrying value as at
March 31, 2024
66,117 1,118 9,146 12,048 11,970 4,495 3,748 7,098 115,740

Investments in intangible assets for the first quarter 2024 amounted to Euro 1,212 thousand and mainly refer to:

  • (i) industrial patent rights and intellectual property rights for Euro 156 thousand mainly attributable to the registration and acquisition of industrial patents by the Parent company Industrie De Nora S.p.A.;
  • (ii) intangible assets in progress for Euro 1,055 thousand relating to: for Euro 203 thousand to industrial patent rights and intellectual property rights mainly attributable to the registration and acquisition of industrial patents by the Parent company Industrie De Nora S.p.A. and by the Japanese subsidiary De Nora Permelec Ltd., for Euro 243 thousand to concessions, licenses and trademarks mainly relating to the implementation of SAP management system and other ICT systems and for Euro 609 thousand related to product development costs mainly pertaining to the Water Technologies business segment.

17. Property, Plant and Equipment

The following table shows the breakdown and changes in property, plant and equipment for the three months ended March 31, 2024:

Land Buildings Plant and
Machinery
Other
assets
Leased
assets
Right of
use of
PPE:
- of
which
Buildings
- of
which
Other
assets
Assets
under
construction
and
advance
payments
Total
property,
plant and
equipment
(in € thousands)
Historical cost as of
December 31, 2023
41,815 100,461 117,917 20,021 118,447 27,050 25,524 1,526 47,581 473,292
Increase - 6 80 - 1,013 1,745 1,505 240 9,202 12,046
Decrease - - (50) (9) - (518) (11) (507) - (577)
Impairment - - - - - - - - - -
Reclassifications/other
changes
- 4,192 11,550 422 - - - - (15,751) 413
Translation
differences
(780) (41) 145 (27) (2,734) 78 67 11 243 (3,116)
Historical cost at
March 31, 2024
41,035 104,618 129,642 20,407 116,726 28,355 27,085 1,270 41,275 482,058
Accumulated
depreciation as at
December 31, 2023
10 39,146 66,044 15,085 92,648 6,086 5,062 1,024 - 219,019
Increase - 839 1,762 340 1,477 1,060 983 77 - 5,478
Decrease - - (1) (8) - (518) (11) (507) - (527)
Reclassifications/other
changes
- 1 (1) - - - - - - -
Translation
differences
- (104) 105 (5) (2,235) 53 41 12 - (2,186)
Accumulated
amortization as at
March 31, 2024
10 39,882 67,909 15,412 91,890 6,681 6,075 606 - 221,784
Net carrying value as
at December 31, 2023 41,805
61,315 51,873 4,936 25,799 20,964 20,462 502 47,581 254,273
Net carrying value as
at March 31, 2024
41,025 64,736 61,733 4,995 24,836 21,674 21,010 664 41,275 260,274

Additions to property, plant and equipment amounted to Euro 12,046 thousand for the first quarter 2024. In particular, investments in property, plant and equipment excluding increases in right of use of property, plant and equipment amounted to Euro 10,301 thousand and mainly refer to:

  • (i) leased assets for Euro 1,013 thousand related to anodes to be leased within the Electrode Technologies business segment;
  • (ii) plant and machinery for Euro 80 thousand mainly attributable to the plants in China and Germany;
  • (iii) assets under construction and advance payments amounting to Euro 9,202 thousand, which refer for Euro 3,135 thousand to plant and machinery aimed to the technological renewal and the planned production capacity expansion mainly in Italy (Gigafactory), Germany China, United States, Brazil and Japan, for Euro 3,891

thousand to buildings mainly in Italy, Germany and United States and Japan for Euro 1,058 thousand to other tangible assets under construction mainly in Italy and Japan and for Euro 1,118 thousand to advance payments. These latter refer to advances paid for the manufacturing site expansion project in Germany.

18. Equity-accounted investees

This item refers to the investment in the associated company Thyssenkrupp nucera AG & Co. KGaA ( "TK nucera"). At March 31, 2024, the value of equity-accounted investees is equal to Euro 231,511 thousand, unchanged compared to the figure at December 31, 2023; updated data of the associated company relating to the first quarter of 2024 are not available.

19. Financial assets, including derivatives

The table below shows the breakdown of non-current financial assets as of March 31, 2024 and December 31, 2023

As of March 31,
2024
As of December
31, 2023
(in € thousands)
Non-current
Investments in financial assets 3,219 3,180
Total 3,219 3,180

Investments in financial assets mainly refer to some pension funds and supplementary company funds for employees.

The table below shows the breakdown of current financial assets as of March 31, 2024 and December 31, 2023.

As of March 31, As of December
2024 31, 2023
(in € thousands)
Current
Financial receivables 721 32
Investments in financial assets 11,519 13,610
Fair value of derivatives 43 543
Total 12,283 14,185

Investments in financial assets, equal to Euro 11,519 thousand at March 31, 2024 (Euro 13,610 thousand at December 31, 2023) relate primarily to investments subject to short-term time restrictions that can be liquidated at any time.

The fair value of the derivative instruments at March 31, 2024 refers to forward currency derivative contracts entered into by the subsidiary De Nora Water Technologies Italy S.r.l.

20. Inventory

The table below shows the breakdown of inventories as of March 31, 2024 and December 31, 2023:

As of March 31, 2024 As of December 31, 2023
Inventory Inventory
Gross value write-down Net value Gross value write-down Net value
reserve reserve
(in € thousands)
Raw materials and consumables 119,123 (1,901) 117,222 107,777 (2,238) 105,539
Work in progress and semi-finished
products
98,056 (8,008) 90,048 95,026 (8,035) 86,991
Finished products and goods 68,310 (9,132) 59,178 68,454 (8,877) 59,577
Goods in transit 5,309 - 5,309 5,039 - 5,039
Total 290,798 (19,041) 271,757 276,296 (19,150) 257,146

Inventories, amounting to Euro 271,757 thousand (Euro 257,146 at December 31, 2023)increased by a total of Euro 14,611 thousand, mainly as a result of an increase in raw materials and consumables.

Inventory is shown net of the write down provision equal to Euro 19,041 thousand at March 31, 2024 (Euro 19,150 at December 31, 2023).

21. Current tax assets

Current tax assets amounted to Euro 9,472 thousand at March 31, 2024 (Euro 10,310 thousand at December 31, 2023) and mainly refer to advances on income taxes paid by some Group companies net of the related payables.

22. Construction contracts

The following tables provides a breakdown of Construction contracts classified as current assets and current liabilities as of March 31, 2024 and December 31, 2023.

As of March 31,
2024
As of December
31, 2023
(in € thousands)
Current assets
Construction contracts 152,270 139,170
(Progress payments) (112,879) (99,227)
Provision for losses on construction contracts (180) (176)
Total 39,211 39,767
As of March 31, As of December
2024 31, 2023
(in € thousands)
Current liabilities
Construction contracts 49,288 47,017
(Progress payments and Advances) (58,617) (54,645)
Provision for losses on construction contracts (315) (402)
Total (9,644) (8,030)
Total Construction contracts (net of advances) 29,567 31,737

Construction contracts (net of contractual advances) amounted to Euro 29,567 thousand at March 31, 2024, decreasing from Euro 31,737 thousand as of December 31, 2023, and refer mainly to contracts relating to the Water Technologies business segment.

23. Trade receivables

The table below shows the detail of trade receivables as of March 31, 2024 and December 31, 2023.

As of March 31,
2024
As of December
31, 2023
(in € thousands)
Current
Third parties 129,225 121,616
Related parties 41,463 26,724
Bad debt reserve (6,015) (6,413)
Total 164,673 141,927

Trade receivables derive from sales transactions and the provision of services and increased, at March 31, 2024, to Euro 164,673 thousand from Euro 141,927 thousand at December 31, 2023.

The carrying amount of trade receivables, net of the bad debt provision, is deemed to approximate its fair value.

Following are the movements in the bad debt reserve:

As of March 31,
2024
(in € thousands)
Current
Opening balance 6,413
Accrual of the period 78
Utilisation and releases of the period (546)
Reclassifications/other changes 14
Exchange rate difference 56
Closing balance 6,015

24. Other receivables

The following table shows the detail of the other receivables as of March 31, 2024 and December 31, 2023, broken down between current and non-current amounts:

As of March 31, As of December
2024
31, 2023
(in € thousands)
Non-current
Tax receivables 7,439 4,471
Other - third parties 2,730 2,837
Prepayments and accrued income 5 -
Related parties 52 52
Total 10,226 7,360
As of March 31, As of December
2024 31, 2023
(in € thousands)
Current
Tax receivables 18,768 14,878
Advances to suppliers 8,438 8,464
Other - third parties 8,959 8,704
Prepayments and accrued income 9,779 6,327
Related parties 16 18
Total 45,960 38,391

As of March 31, 2024, other current and non-current receivables totaled Euro 56,186 thousand, (Euro 45,751 thousand as of December 31, 2023).

Non-current tax receivables relate to withholding taxes incurred mainly by the Company against collections of receivables from foreign subsidiaries.

The other non-current receivables from third parties are mainly attributable to the contributions paid by the Italian companies of the Group against existing supplementary pension funds as a counter-entry to the contribution due by the employer.

Current tax receivables mainly refer to VAT receivables.

25. Cash and cash equivalents

The table below provides a breakdown of cash and cash equivalents as of March 31, 2024 and December 31, 2023

As of March 31,
2024
As of December
31, 2023
(in € thousands)
Bank and postal accounts 103,722 192,602
Cash on hand 39 26
Deposit accounts 50,344 5,863
Cash and cash equivalents 154,105 198,491

Cash and cash equivalents are made up of effectively available values and deposits. As regards the amounts on deposits and current accounts, the related interests have been recognized on accrual basis.

Cash and cash equivalents, amounting to Euro 154,105 thousand as of March 31, 2024, decreased by Euro 44,386 thousand compared to December 31, 2023.For further details on the variations of the period please refer to Interim consolidated statement of cash flows.

D. Notes to the main financial statements items – statement of financial position - Liabilities

26. Equity

Equity as of March 31, 2024 amounts to Euro 906,940 thousand, decreased from Euro 910,188 thousand as of December 31, 2023.

The shares issued are fully paid up and have no nominal value.

Changes in equity for the three-month periods ended March 31, 2024 and March 31, 2023 are shown in the "Consolidated statement of changes in equity", while the "Consolidated statement of comprehensive income" sets out the other components of the statement of comprehensive income for the period, net of the tax effects.

Equity attributable to the shareholders of the parent company

At March 31, 2024 the amount of share capital of Industrie De Nora S.p.A. and its composition is unchanged compared to December 31, 2023:

Share Capital as of March 31, 2024

Euro Number of shares
201,685,174
Total, of which: 18,268,203.90
Ordinary Shares
(regular entitlements) 4,637,944.92 51,203,979
Multiple voting shares (*) 13,630,258.98 150,481,195

(*) Owned by the shareholders Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A. and Asset Company 10 S.r.l. Multiple voting shares are not admitted to trading on Euronext Milan and are not counted in the free float and market capitalization value.

Based on the program communicated to the market by Industrie De Nora S.p.A. on November 8, 2023 and launched on November 9, 2023, the Company, as at March 31, 2024, acquired and holds in its portfolio 2,700,541 treasury shares, equal to 1,339% of the share capital.

Legal reserve

Legal reserve as at March 31, 2024 amounts to Euro 3,654 thousand, unchanged compared to December 31, 2023.

Share premium reserves

Share premium reserve as at March 31, 2024 amounts to Euro 223,433 thousand, unchanged compared to December 31, 2023.

Retained earnings, Translation reserve and other reserves

Retained earnings, translation reserve and other reserves pertaining to the Group as of March 31, 2024, amounted to Euro 637,235 thousand (Euro 429,083 thousand as of December 31, 2023), a net increase of Euro 208,152 thousand over December 31, 2023, including:

Euro 230,050 thousand increase due to the allocation of the previous year's results pertaining to the parent company shareholders;

  • Euro 22,458 thousand decrease due to the purchase by the parent company of treasury shares, the consideration for which is recognized as a reduction of shareholders' equity;
  • Euro 183 thousand increase in Other Reserves, related to the PSP Incentive Plan, the charge for which was recorded in the income statement under personnel expenses;
  • Euro 377 thousand increase due to the effect of the other components of the comprehensive income statement for the period, of which Euro 311 thousand attributable to the differences deriving from the translation of the financial statements of foreign subsidiaries.

Equity attributable to non controlling interests

The table below shows the breakdown of minority interests as of March 31, 2024 and December 31, 2023:

As of March 31, As of December
2024 31, 2023
(in € thousands)
Share capital and reserves 6,200 4,831
Profit (Loss) for the period 138 1,000
Other comprehensive income 132 (131)
Total 6,470 5,700

The caption Share capital and reserves as at March 31, 2024 includes, among other, Euro 500 thousand related to the contribution made during the first quarter of 2024 to De Nora Italy Hydrogen Technologies S.r.l by the minority shareholder SNAM S.p.A.

27. Employee benefits

Employee benefits at March 31, 2024 amount to Euro 21,009 thousand (Euro 21,757 thousand at December 31, 2023), as net balance between Euro 24,399 thousand shown under liabilities and Euro 3,390 thousand shown under assets.

28. Provisions for risks and charges

The following table shows the composition and movements of the provisions for risks and charges as of March 31, 2024 and December 31, 2023.

As of March 31, As of December
2024 31, 2023
(in € thousands)
Non-current
Provision for contractual warranties 329 315
Provision for other risks 1,620 1,581
Total 1,949 1,896
Current
Provision for contractual warranties 11,258 11,612
Provision for other risks 4,999 4,538
Total 16,257 16,150
Total provisions for risks and charges 18,206 18,046

Provisions for risks and charges mainly include: (i) the provision for other risks, mainly related to accruals to cover environmental risks, legal disputes or tax risks; and (ii) the provision for contractual warranties risks, which represents an estimate of the costs for contractually stipulated warranties in connection with the supply of products and plants.

Changes for the period ended March 31, 2024 were as follows:

Provision for
contractual
warranties
Provision for other
risks
(in € thousands)
Balance as of December 31, 2023 11,927 6,119
Accrual of the period 538 621
Utilization and releases of the period (835) (157)
Exchange rate differences (43) 36
Balance as of March 31, 2024 11,587 6,619

29. Financial liabilities

The following table shows the detail of financial liabilities as of March 31, 2024 and December 31, 2023.

As of March 31, As of December
2024 31, 2023
(in € thousands)
Non-current
Bank loans and borrowings 117,208 115,887
Lease payables 18,270 17,829
Total 135,478 133,716
Current - -
Bank overdrafts 82 105
Bank loans and borrowings 17,393 6,397
Lease payables 4,035 3,697
Fair value of derivatives 213 -
Total 21,723 10,199
Total financial liabilities 157,201 143,915

Bank loans and borrowings

The table below shows the details of bank loans and borrowings and bank overdrafts:

As of March 31, 2024 As of December 31, 2023
Non
Current
Current Total Non
Current
Current Total
(in € thousands)
Pool Financing (IDN) 79,800 - 79,800 79,776 - 79,776
Pool Financing (De Nora Holdings US Inc) 36,915 - 36,915 36,111 - 36,111
Sumitomo Mitsui Banking Co. - Hibiya Branch (De
Nora Permelec Ltd)
493 6,241 6,734 - - -
Sumitomo Mitsui Banking Co. - Hibiya Branch
(Special Bridge Loan until May 24) (De Nora
Permelec Ltd)
- 2,586 2,586 - - -
Bank of Yokohama - Fujisawa Branch (De Nora
Permelec Ltd)
- 2,447 2,447 - - -
Mizuho bank - Fujisawa Branch (De Nora Permelec
Ltd)
- 6,118 6,118 - 6,397 6,397
Overdrafts and accrued finance expenses - 82 82 - 105 105
Total 117,208 17,474 134,682 115,887 6,502 122,389

As of March 31, 2024 and December 31, 2023, the fair value of payables to banks approximates their book value.

Pool Financing (IDN) - Pool Financing (De Nora Holdings US Inc)

As of March 31, 2024 pool financing loans are outstanding for Euro 80,000 thousand and USD 40,000 thousand respectively and they are shown under financial liabilities net of upfront fees and other charges directly related to the financing agreements which, paid on the stipulation date of the loan agreement, are presented in the financial statements as a reduction of the total debt according to the amortized cost criterion.

The pool loan considers interest rates based on the 3month Euribor for the Euro portion and on the SOFR for the USD portion, in addition to a margin that may change semi-annually, based on the evolution of the Group's Leverage level. The "leverage ratio," given by the ratio of consolidated net debt to consolidated EBITDA, is the only financial covenant included in the loan agreement, and it is stipulated that it cannot exceed a value of 3.5 throughout the term of the agreement. Non-compliance with the financial covenant is considered an event of default or non-performance. Specifically, an event of default or non-performance would result in the banks' discretion to require immediate repayment of funds unless the situation is remedied, pursuant to and in accordance with the terms and conditions set forth in the loan agreement, within 20 business days of the submission of the certification of such financial covenant.

De Nora Permelec Ltd. loans

The subsidiary De Nora Permelec Ltd. has some short term financing available granted by different banks. As at March 31, 2024 the financing used amounts to around JPY 2.9 billion (Euro 17,887 thousand).

Lease payables

These represent the financial liabilities recognized in accordance with IFRS 16 "Leasing"; in particular, the payable is the obligation to make the payments foreseen over the duration of the contract.

Lease payables as at March 31, 2024, including current and non-current portion, amount to Euro 22,305 thousand (Euro 21,526 thousand as of December 2023).

Fair value of derivatives

Fair value of derivatives as at march 31, 2024 amounts to Euro 213 thousand and is related to derivative contracts on forward currencies, signed by the parent company and by De Nora Tech LLC.

Net financial indebtedness

The following table details the composition of the Group's net financial indebtedness determined in accordance with the provisions of the CONSOB Communication DEM/6064293 of July 28, 2006, as amended by CONSOB Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of March 4, 2021 on disclosure requirements under the Prospectus Regulation (the "Net Financial Indebtedness - ESMA"). The table below includes figures as of March 31, 2024 and as of December 31, 2023:

As of March 31, 2024 As of December 31, 2023
(in € thousands)
A Cash 103,761 192,628
B Cash equivalents 50,344 5,863
C Other current financial assets 12,453 13,642
D Liquidity (A + B + C) 166,558 212,133
E Current financial debt 17,688 6,502
F Current portion of non-current financial debt 4,035 3,697
G Current financial indebtedness (E + F) 21,723 10,199
- Of which secured - -
- Of which unsecured 21,723 10,199
H Net current financial indebtedness/(Net current
Liquidity) (G - D)
(144,835) (201,934)
I Non-current financial debt 135,478 133,716
J Debt instruments - -
K Non-current trade and other payables - -
L Non-current financial indebtedness (I + J + K) 135,478 133,716
- Of which secured - -
- Of which unsecured 135,478 133,716
M Net Financial Indebtedness/(Net Liquidity) - ESMA (H +
L)
(9,357) (68,218)

The reconciliation between the Net Financial Indebtedness - ESMA and the net financial indebtedness of the Group as monitored by the Group (hereinafter the "Net Financial Indebtedness - De Nora") as of March 31, 2024 and December 31, 2023, is shown below:

As of March 31,
2024
As of December
31, 2023
(in € thousands)
Net Financial Indebtedness/(Net Liquidity) - ESMA (9,357) (68,218)
Fair value of derivatives covering currency risks 171 (543)
Net Financial Indebtedness/(Net Liquidity) – De Nora (9,186) (68,761)

The reduction in Net Liquidity - ESMA as of March 31, 2024 compared to December 31, 2023, totaling Euro 58,861 thousand, is mainly attributable to the combined effect of the following factors:

  • (i) cash absorbed by operating activities amounting to Euro 24,311 thousand;
  • (ii) investments in Property, plant and equipment and in Intangible assets equal to Euro 11,513 thousand excluding right of use;
  • (iii) the purchase of treasury shares for a total of Euro 22,458 thousand.

For further details on the cash flows for the period, please refer to the consolidated cash flow statement.

The following table shows an analysis of the maturity of the Group's financial payables as of March 31, 2024:

As of March 31, 2024
Carrying
amount
Contractual
cash flows*
0-12
months
1-2 years 2-3 years 3-5 years Over 5
years
(in € thousands)
Financial liabilities
Bank loans and overdrafts 134,683 134,474 23,845 6,370 6,370 117,601 -
Lease payables 22,305 22,305 4,035 3,090 2,630 2,478 10,072
Derivatives 213 213 213 - - - -
Trade payables 95,680 95,680 95,652 28 - - -
Other 92,806 92,806 90,466 2,340 - - -
Total financial liabilities 345,687 345,478 214,211 11,828 9,000 120,079 10,072

* The difference between the total bank loans and borrowings and the contractual cash flows is due to the upfront Fees and other charges directly related to new financing agreements, which, paid on the stipulation date of the loan agreement, are recognized in the statement of financial position as a decrease of the total amount payable. Furthermore, the amounts maturing for bank loans and borrowings and bank overdrafts include both principal and interest. Specifically, the interest has been estimated on the Pool Financing of Industrie De Nora S.p.A. and of De Nora Holdings US Inc. based on the conditions existing at the closing date of these Condensed Consolidated Interim Financial Statements.

30. Trade payables

The table below shows the detail of trade payables as of March 31, 2024 and December 31, 2023.

As of March 31, As of December
2024 31, 2023
(in € migliaia)
Non-current
Third parties 28 86
Total non-current payables 28 86
Current
Third parties 94,052 105,740
Related parties 1,600 1,012
Total current payables 95,652 106,752

As of March 31, 2024, trade payables, between current and non-current portions, amounted to Euro 95,680 thousand (Euro 106,838 thousand as of December 31, 2023).

This item mainly includes payables related to the purchase of goods and services, which are due within twelve months. It should be noted that the carrying amount of trade payables is close to their fair value.

31. Income tax payables

Income tax payables as of March 31, 2024 amounted to Euro 23,832 thousand (Euro 19,745 thousand as of December 31, 2023) of which current portion amounts to Euro 23,274 thousand.

32. Other payables

The table below shows the detail of other payables as of March 31, 2024 and December 31, 2023.

As of March 31, As of December
2024 31, 2023
(in € thousands)
Non-current
Payables to employees 1,804 1,696
Advances from customers 3 4
Other - third parties 488 484
Other - related parties 45 47
Total 2,340 2,231
Current
Advances from customers 22,783 17,659
Advances from related parties 36,296 38,603
Accrued expenses 5,277 6,201
Payables to employees 16,975 16,852
Social security payables 2,234 2,687
Withholding tax payables 1,413 1,190
VAT payables 811 777
Other tax payables 2,211 1,826
Other - third parties 2,455 3,098
Other - related parties 11 28
Total 90,466 88,921
Total Other payables 92,806 91,152

Other payables as at march, 31 2024 amount, including current and non-current portion, to Euro 92,806 thousand, showing an increase compared to Euro 91,152 thousand as at December 31, 2023.

Payables to employees relate to amounts accrued but not yet liquidated, such as vacations and bonuses.

E. Financial Risks

33. Financial Risks

In the context of business risks, the main risks identified, monitored and, as specified below, actively managed by the Group, are the following:

  • credit risk, deriving from the possibility of default of a counterparty;
  • liquidity risk, deriving from the lack of financial resources to meet financial commitments;
  • market risk.

The Group's objective is to maintain, over time, a balanced management of its financial exposure, in order to guarantee a liability structure that is balanced with the composition of the assets on the statement of financial position and able to ensure the necessary operating flexibility through the use of the liquidity generated by current operations and the use of bank loans.

The Group considers risk monitoring and control systems a top priority to guarantee an efficient risk management. In line with this objective, the Group has adopted a risk management system with formalized strategies, policies and procedures to ensure the identification, measurement and control of individual risks at centralized level for the entire Group.

The purpose of the Group's risk management policies is to:

  • identify and analyze the risks to which the Group is exposed;
  • define the organizational structure with the identification of the organizational units involved, responsibilities assigned and the system of proxies;
  • identify the risk management criteria on which the operational management of risks is based;
  • identify the types of transactions for which risks can be hedged.

The Condensed Consolidated Interim Financial Statements do not include all of the risk management disclosures mentioned above, required by IFRS. For a detailed description of this information, please refer to Note "E - RISKS" in the 2023 Consolidated Financial Statements.

Classification and fair value

The tables below indicate the carrying amount of each financial asset and liability recognised in the statement of financial position.

In addition, the following table classifies the financial assets and liabilities, designated at fair value, on the basis of the specific measurement method used. The different levels have been defined as described below:

  • Level 1: listed prices (unadjusted) on active markets for identical assets or liabilities;
  • Level 2: input data other than the listed prices in level 1, which can be observed for the asset or liability either directly or indirectly;
  • Level 3: input data relating to the asset or liability that is not based on observable market data.

In the periods reported the Group has not changed the valuation techniques of the financial instruments accounted for at fair value; the financial instruments in these condensed consolidated interim financial statements belong to all three levels.

Classification and fair value as of March
31, 2024
Carrying amount Fair Value
Notes Loans
and
receiva
bles
Invest
ments in
financial
assets -
Fair
value
Deriva
tives at
fair value
Other
financial
liabilities
Total Livel 1 Livel 2 Livel 3
(in € thousands)
Financial assets
Cash and cash equivalents 25 154,105 - - - 154,105 - - -
Trade and other receivables 23/24 230,331 - - - 230,331 - - -
Financial assets including derivatives 19 721 14,738 43 - 15,502 6,775 43 7,963
385,157 14,738 43 - 399,938 6,775 43 7,963
Financial liabilities
Bank loans and borrowings, and Bank
overdrafts
29 - - - 134,683 134,683 - - -
Lease payables 29 - - - 22,305 22,305 - - -
Derivatives 29 - - 213 - 213 - 213 -
Trade and other payables 30/31/32 - - - 212,318 212,318 - - -
- - 213 369,306 369,519 - 213 -
Classification and fair value as of
December 31, 2023
Carrying amount Fair Value
Notes Loans
and
receiva
bles
Invest
ments in
financial
assets -
Fair
value
Deri
vatives
at fair
value
Other
financial
liabilities
Total Livel 1 Livel 2 Livel 3
(in € thousands)
Financial assets
Cash and cash equivalents 25 198,491 - - - 198,491 - - -
Trade and other receivables 23/24 197,988 - - - 197,988 - - -
Financial assets including derivatives 19 32 16,790 543 - 17,365 5,209 543 11,581
396,511 16,790 543 - 413,844 5,209 543 11,581
Financial liabilities
Bank loans and borrowings, and Bank
overdrafts
29 - - - 122,389 122,389 - - -
Lease payables 29 - - - 21,526 21,526 - - -
Trade and other payables 30/31/32 - - - 217,735 217,735 - - -
- - - 361,650 361,650 - - -

F. Segment reporting

34. Segment reporting

The information relating to business segments was prepared in accordance with the provisions of IFRS 8 "Operating segments" (hereinafter "IFRS 8"), which require that the provided information is consistent with the reports submitted to the highest operational decision-making level for the purpose of making decisions regarding the resources to be allocated to the sector and assessing the related results. In particular, the Group identifies the following three operational business segments:

  • Electrode Technologies: this includes the offering of metal electrodes (anodes and cathodes) coated with special catalysts, electrolyzer components and systems, with multiple applications, in particular (i) for the production processes of chlorine and caustic soda; (ii) for the electronics industry and in the production of components for lithium battery production; (iii) for the refining of non-ferrous metals (nickel and cobalt); (iv) for the galvanic finishing industry; (v) for the cellulose and paper industry; and (vi) for the infrastructure sector for corrosion prevention of reinforced concrete and metal structures;
  • Water Technologies: this includes offerings related to water treatment systems, which includes electrodes, equipment, systems and facilities for disinfection and filtration of drinking, wastewater and processing water; the main applications are residential swimming pool disinfection, municipal water disinfection and filtration, and industrial and marine water treatment;
  • Energy Transition: this includes the offering of electrodes (anodes and cathodes), electrolyzer components, and systems (i) for the generation of hydrogen and oxygen through water electrolysis processes, (ii) for use in fuel cells for electricity generation from hydrogen or another energy carrier (e.g., methanol, ammonia) without CO2 emissions, and (iii) for use in redox flow batteries.

In support of these business segments there are the so-called Corporate activities which costs are fully allocated to the segments.

The following tables show the economic information by business segment for the three-month periods ended March 31, 2024 and 2023:

First three months ended March 31, 2024
Group Segment
Electrode
Technologies
Segment Water
Technologies
Segment
Energy
Transition
(in € thousands)
Revenue 189,131 92,688 69,877 26,566
Royalties and commissions (1,978) (1,204) (747) (27)
Cost of goods sold (120,981) (55,748) (44,048) (21,185)
Selling expenses (8,069) (2,478) (5,064) (527)
G&A expenses (11,949) (4,786) (5,912) (1,251)
R&D expenses (3,959) (668) (316) (2,975)
Other operating income (expenses) 816 586 224 6
Corporate costs allocation to business segments (7,576) (3,470) (3,024) (1,082)
EBITDA 35,435 24,920 10,990 (475)
Depreciation and amortization (8,186)
Impairment -
Provisions for risks and charges 284
Operating profit - EBIT 27,533
Share of profit of equity-accounted investees -
Finance income 4,189
Finance expenses (4,523)
Profit before tax 27,199
Income tax expense (9,181)
Profit for the period 18,018
First three months ended March 31, 2023
Group Segment
Electrode
Technologies
Segment Water
Technologies
Segment
Energy
Transition
(in € thousands)
Revenue 216,881 118,935 71,390 26,556
Royalties and commissions (2,228) (1,530) (650) (48)
Cost of goods sold (138,333) (75,140) (46,707) (16,486)
Selling expenses (7,484) (2,135) (4,837) (512)
G&A expenses (11,692) (4,466) (6,335) (891)
R&D expenses (3,535) (890) (228) (2,417)
Other operating income (expenses) 83 (141) 224 -
Corporate costs allocation to business segments (7,200) (3,809) (2,494) (897)
EBITDA 46,492 30,824 10,363 5,305
Depreciation and amortization (7,240)
Impairment -
Provisions for risks and charges 403
Operating profit - EBIT 39,655
Share of profit of equity-accounted investees -
Finance income 2,400
Finance expenses (6,325)
Profit before tax 35,730
Income tax expense (10,727)
Profit for the period 25,003

The following table shows investments by business segment as of March 31, 2024:

Group Segment
Electrode
Technologies
Segment Water
Technologies
Segment
Energy
Transition
Not Allocated
(in € thousands)
As of March 31, 2024
Property, plant and equipment (*) 10,301 4,654 253 4,977 417
Intangible assets 1,212 238 617 117 240
Total Investments 2024 11,513 4,892 870 5,094 657

(*) It does not include increases related to the rights of use of Property, Plant and Equipment.

In accordance with the provisions of IFRS 8, paragraph 34, it should also be noted that for the three-month periods ended March 31, 2024 and 2023, there was only one customer (TK Nucera) belonging to the Electrode Technologies business and Energy Transition business segments that generated revenues exceeding 10% of the total, amounting to Euro 44,815 thousand and Euro 56,325 thousand, respectively.

The table below shows the non-current assets, other than financial assets and deferred tax assets, by geographical area at March 31, 2024 and at December 31, 2023, allocated on the basis of the country in which the assets are located.

As of March 31, 2024
Italy EMEIA,
excluding Italy
APAC AMS Total
(in € thousands)
Intangible assets 5,523 5,857 13,939 90,421 115,740
Property, plant and equipment 53,253 56,102 85,089 65,830 260,274
Other receivables 9,112 39 1,013 62 10,226
Total 67,888 61,998 100,041 156,313 386,240
As of December 31, 2023
Italy EMEIA,
excluding Italy
APAC AMS Total
(in € thousands)
Intangible assets 5,289 6,020 14,865 89,613 115,787
Property, plant and equipment 50,017 54,269 85,627 64,360 254,273
Other receivables 6,240 36 1,031 53 7,360
Total 61,546 60,325 101,523 154,026 377,420

G. Related Party Transactions

35. Related Party Transactions

Transactions with related parties, as defined by IAS 24 - Related Party Disclosures, mainly relate to commercial, administrative and financial transactions. They are carried out as part of ordinary operations, within the scope of the core business of each party and take place on an arm's length basis. In particular, the Group has relations with the following related parties:

  • the direct parent company, Federico De Nora S.p.A. (the "Parent Company");
  • the associated company tk nucera and its subsidiaries (the "Associates");
  • minority shareholders and related companies, also through key executives (the "Other Related Parties");
  • executives with strategic responsibilities ("Top Management").

The table below details the statement of financial position values referring to the related party transactions at March 31, 2024 and December 31, 2023:

(in € thousands) Parent
Company
Associates Other -
related
parties
Total Total
statement of
financial
position item
As percentage
of Total
statement of
financial
position item
Other non-current receivables
As of March 31, 2024 - - 52 52 10,226 0.5%
As of December 31, 2023 - - 52 52 7,360 0.7%
Current trade receivables
As of March 31, 2024 31 41,146 286 41,463 164,673 25.2%
As of December 31, 2023 14 26,474 236 26,724 141,927 18.8%
Other current receivables
As of March 31, 2024 - - 16 16 45,960 0.0%
As of December 31, 2023 - - 18 18 38,391 0.0%
Other non-current payables
As of March 31, 2024 - 45 - 45 2,340 1.9%
As of December 31, 2023 - 47 - 47 2,231 2.1%
Current trade payables
As of March 31, 2024 17 1,328 255 1,600 95,652 1.7%
As of December 31, 2023 65 732 215 1,012 106,752 0.9%
Other current payables
As of March 31, 2024 - 36,296 11 36,307 90,466 40.1%
As of December 31, 2023 - 38,603 28 38,631 88,921 43.4%

Among balance sheet amounts with related parties the main portion is related to amounts with Associates: they consist of current trade receivables amounting to Euro 41,146 thousand as at March 31, 2024 compared to Euro 26,474 thousand as at December 31, 2023 mainly related to the sale of electrodes under the supply "Toll Manufacturing and Services Agreement" initially stipulated on April 1, 2015 with tk nucera and subsequently amended.

Other current payables to Associates amounting to Euro 36,296 thousand as of March 31, 2024, compared to Euro 38,603 thousand as of December 31, 2023, relate to advances obtained with reference to the aforementioned supply contract while trade payables of Euro 1,328 thousand as of march 31, 2024 compared to Euro 732 thousand as at December 31, 2023 are related to the supply of goods and services by tk nucera.

The table below shows the detail of the economic values relating to transactions with related parties for the threemonth periods ended March 31, 2024 and 2023:

(in € thousands) Parent
Company
Associates Other related
parties
Total Total income
statement
item
As percentage
of Total
income
statement
item
Revenue
Three months ended March 31,
2024
- 44,815 794 45,609 189,131 24.1%
Three months ended March 31,
2023
- 56,325 15 56,340 216,881 26.0%
Other income
Three months ended March 31,
2024
16 143 6 165 1,325 12.5%
Three months ended March 31,
2023
15 153 - 168 1,415 11.9%
Costs for raw materials,
consumables, supplies and goods
Three months ended March 31,
2024
- 26 28 54 74,802 0.1%
Three months ended March 31,
2023
- 2 - 2 106,711 0.0%
Costs for services
Three months ended March 31,
2024
17 705 41 763 42,703 1.8%
Three months ended March 31,
2023
17 15 6 38 42,702 0.1%
Personnel expenses
Three months ended March 31,
2024
- - 1 1 37,840 0.0%
Three months ended March 31,
2023
- - 1 1 36,220 0.0%
Other operating expenses
Three months ended March 31,
2024
- - - - 1,635 0.0%
Three months ended March 31,
2023
- - 1 1 1,877 0.1%

The economic relations with the Associates mainly relate to revenues, amounting to Euro 44,815 thousand and Euro 56,325 thousand, for the three-month periods ended March 31, 2024 and 2023, respectively, mainly concerning the sale of electrodes under the "Toll Manufacturing and Services Agreement" mentioned above.

Transactions with Top Management, Directors' and Statutory Auditors' fees

In addition to the balance sheet and income statement values with related parties presented in the tables above, the Group has recognized compensation to Top Management for the amount of Euro 1,632 thousand and Euro 1,335 thousand for the three-month periods ended March 31, 2024 and 2023, respectively, of which Euro 601 thousand not yet paid as at March 31, 2024.

The table below shows the breakdown of the aforementioned benefits under the cost categories identified by IAS 24:

First three months ended March 31
2024 2023
(in € thousands)
Short-term employee benefits 1,389 1,185
Post-employment benefits 97 45
Other long-term benefits - -
Termination benefits - -
Share-based payment 146 105
Total 1,632 1,335

Top Management compensation represents 4.3% of the total personnel expenses both for the three-month period ended March 31, 2024 (3.7% for the first three months of 2023)

Fees related to the directors and statutory auditors for the first three months of 2024 amount to Euro 342 thousand and Euro 31 thousand respectively (Euro 330 thousand and Euro 31 thousand in the first three months of 2023).

H. Non-recurring events

36. Non-recurring events

There aren't, in the period under analysis, non-recurring events and operations for which information are required according to Consob Communication n. DEM/6064293 del 28 July 2006.

I. Commitments and contingent liabilities

37. Commitments and contingent liabilities

Commitments

The Company has not undertaken any commitments that have not been recorded in the statement of financial position, except for some orders for the purchase of capital assets amounting to around Euro 21.7 million at March 31, 2024.

Contingent liabilities

The Group has not assumed any contingent liabilities that have not been recognised in the financial statements.

J. Events after the reporting date

38. Events after the reporting date

  • De Nora is a partner of the Crete-Aegean Hydrogen Valley (CRAVE-H2) initiative aimed at creating a dedicated hydrogen production hub on the island of Crete. CRAVE-H2 aims to establish a production and distribution centre for green hydrogen, that will be partly stored and reused in the grid when needed by conversion to electricity via fuel cells and partly used as fuel for local public mobility. The project will be located at the port of Atherinolakkos. De Nora will provide the latest generation Dragonfly® electrolyzer to produce more than 500 tons per year of hydrogen, a record production for the island that will facilitate its energy transition This project represents a first for De Nora in terms of capacity - 4MW - for the Dragonfly® containerized electrolyzer. Within the project, co-funded by the European Commission and the Clean Hydrogen Partnership, De Nora will cooperate with other partners involved, in the field of renewable energy sources, fuel cells development and Universities from Greece and Italy.
  • Following the resolution by the Board of Directors of December 2023, announcing the intention to exit the "Marine" business and the objective of focusing the growth strategy on the Municipal and Industrial core markets, De Nora finalized the sale of the business to Optimarin AS, a Norwegian company operating in the ballast water treatment sector. The agreement covers the sale of technologies, trademarks and selected assets pertaining to the design, sale and aftermarket of systems using UV technology for ballast water treatment and disinfection, promoted under the Hyde Marine® and Hyde Guardian® brands. The successful conclusion of the sale agreement to Optimarin AS allows De Nora to rapidly proceed with the planned reorganization of its U.S. operations, dedicating resources specialized in UV technology to applications for the municipal and industrial markets and rationalizing the production assets of Pittsburgh (PA), Colmar (PA) and Sugarland (TX).
  • The ordinary Shareholders' Meeting held on April 24, 2024, approved the Company's financial statements as of December 31, 2023, as per the draft financial statements approved by the Board of Directors at the meeting held on March 18, 2024, which show a profit for the year of Euro 80,386,406.00. The Shareholders' Meeting also resolved to approve the distribution to Shareholders of a dividend for a gross amount equal to Euro 0.123 per eligible share. Total payout considering the treasury shares in the portfolio of the Compaany amounts to Euro 24,438,276.40 gross of the applicable withholding taxes. Ex-dividend date will be May 20, 2024, dividend will made payable on May 22, 2024, with record date, pursuant to Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998 ("TUF"), on May 21, 2024 with payment date on May 22, 2024.
  • In view of the approaching deadline set forth in 2023 authorization and of the permanent validity of the purposes outlined herein, after reviewing the relevant illustrative report of the Board of Directors, the Shareholders' Meeting resolved – after revocation of 2023 authorization – to authorize the Board of Directors to purchase and dispose of treasury shares up to a maximum number that, taking into account the Company's ordinary shares held from time to time by the Company and its subsidiaries, does not exceed 3% of the share capital in aggregate. The resolution also defines the terms and conditions of the price for share purchases and provides that the execution of acts of disposal may be carried out on one or more occasions, without time limit and even before the purchases have been completed, in respect of all or part of the Company's treasury shares purchased. The purpose of the resolution is to allow the Company, subject to finding adequate financial coverage compatible with future programs, investments and existing contractual obligations, to purchase and dispose of the ordinary shares, in compliance with Articles 2357 et seq. of the Italian Civil Code, Article 132 of the TUF and the applicable provisions of the Issuers' Regulation, Regulation (EU) 596/2014 (Market Abuse Regulation, "MAR"), the Delegated Regulation, as well as in accordance with market practices from time to time allowed, where applicable. With reference to the latter, by way of example only and not limited to, the purchase and disposal of treasury shares may be used for the purposes of share option schemes or allocations of shares to employees or members of the administrative or supervisory bodies, and for the possible use of the shares as consideration in extraordinary transactions, including the exchange of shareholdings with other parties, as part of transactions in the interest of the Company, all of which, however, within the terms and in the manner that may be resolved by the competent corporate bodies.

The purchase of treasury shares subject to the authorization is not instrumental to the reduction of share capital.

The authorization to purchase will be valid for 18 months from the date of the Shareholders' Meeting, while the authorization to dispose is granted without time limitations. As of the date of the Shareholders' Meeting, the Company holds 3,000,000 treasury shares, equal to 1.487% of the share capital.

The events after the reporting date above described had no effect on these Condensed Consolidated Interim Financial Statements.

Milan, May 8, 2024

On behalf of the Board of Directors The Chief Executive Officer Paolo Enrico Dellachà

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