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Novem Group S.A.

Interim / Quarterly Report Nov 14, 2024

4509_10-q_2024-11-14_ccab46f0-83c5-451f-9e6a-773ae9a72de6.pdf

Interim / Quarterly Report

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14 November 2024

HY 2024/25 Interim Statement

TABLE OF CONTENTS

1 GROUP OVERVIEW

Key results  3 HY 2024/25 highlights  4

2 GROUP INTERIM MANAGEMENT REPORT

Financial performance
Financial position 9
Cash flows 12
Segment reporting 15
Subsequent events and risks and opportunities 17

3 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consolidated statement of comprehensive income 18
Consolidated statement of financial position 19
Consolidated statement of cash flows 20
Consolidated statement of changes in equity 21

4 NOTES TO CONSOLIDATED INTERIM STATEMENTS

General information 22
Notes to consolidated statements of financial position 23
Notes to consolidated statements of other comprehensive
income 27
Other disclosures 29
Responsibility statement 35

5 ADDITIONAL INFORMATION

Financial calendar 36
Contact 36
Glossary 37
Disclaimer 38

CONTENTS

2GROUP INTERIM MANAGEMENT REPORT

GROUP OVERVIEW

Alternative Performance Measures (APMs) in the Group Interim Management Report for the first half of financial year 2024/25

In accordance with the European Securities and Markets Authority (ESMA) guidelines on Alternative Performance Measures, the Group provides a definition, the rationale for use and a reconciliation of APMs used. The Group uses the APMs shown in the following table. The definitions and required disclosures of all APMs are provided in the glossary of this Interim Report.

All mentioned APMs are used to track the Group's operating performance. It is neither required by nor presented in accordance with IFRS. It is also not a measure of financial performance under IFRS and should not be considered as an alternative to other indicators of operating performance, cash flow or any other measure of performance derived in accordance with IFRS.

Key results

Q2 2023/24 Q2 2024/25 HY 2023/24 HY 2024/25
171.9 139.4 347.1 279.5
18.0 12.0 38.0 26.2
10.4% 8.6% 10.9% 9.4%
26.2 20.0 54.5 42.2
15.2% 14.3% 15.7% 15.1%
4.6 4.5 8.0 9.5
2.7% 3.3% 2.3% 3.4%
22.3 3.6 33.5 0.6
in € million 31 Mar 24 30 Sep 24
Balance sheet
Trade working capital 51.1 49.0
Total working capital 133.3 139.3
Net financial debt 164.9 169.5
Net leverage (x Adj. EBITDA) 1.6x 1.9x

CONTENTS

INFORMATION

4 NOTES TO CONSOLIDATED INTERIM STATEMENTS

HY 2024/25 highlights

Trading environment stays adverse

Revenue for the first six months of financial year 2024/25 amounted to €279.5 million, marking a yearon-year decrease of -19.5% (HY 2023/24: €347.1 million). Revenue Series came in at €239.3 million and with a -20.4% decline over last year's €300.6 million again reflected the continued weak demand, particularly in Europe and Asia. Revenue Tooling totalling €40.2 million was mainly affected by a different project phasing and therefore showed a downturn of -13.6% compared to the first half of last year (€46.5 million). On top came slightly unfavourable FX effects, without which the revenue would have been higher by 0.4% at constant FX rates. In the first half of 2024/25, Adj. EBIT stood at €26.2 million (PY: €38.0 million), translating into a profit margin of 9.4%. While continued cost management and customer compensation payments helped to mitigate some of the unfavourable developments, the drop in top line could only be partly compensated for.

Acquisition of first van platform

Novem acquired the electric V-class (EQV) by Mercedes-Benz in Europe. Like every new van developed by Mercedes-Benz from 2026, the EQV will be based on the Van Electric Architecture (VAN.EA).

Now the first van platform in Novem's portfolio, the award marks the entry into the luxury multi-purpose vehicle (MPV) segment.

2GROUP INTERIM MANAGEMENT REPORT

FINANCIAL PERFORMANCE

in € million Q2 2023/24 Q2 2024/25 HY 2023/24 HY 2024/25
Revenue 171.9 139.4 347.1 279.5
Increase or decrease in finished goods and work in process -5.5 0.5 -11.8 2.4
Total operating performance 166.4 139.9 335.3 281.9
Other operating income 3.8 3.9 5.5 5.3
Cost of materials -83.5 -72.1 -163.9 -140.1
Personnel expenses -46.6 -35.7 -90.1 -75.1
Depreciation, amortisation and impairment -8.2 -8.0 -16.5 -16.1
Other operating expenses -18.5 -16.1 -36.9 -32.6
Operating result (EBIT) 13.3 11.9 33.3 23.3
Finance income 2.1 5.7 3.3 2.6
Finance costs -8.9 -5.3 -12.4 -10.8
Financial result -6.8 0.4 -9.1 -8.2
Income taxes -3.2 -1.9 -6.3 -4.5
Deferred taxes 1.5 -1.2 0.2 0.7
Income tax result -1.6 -3.1 -6.1 -3.8
Profit for the period attributable to the shareholders 4.9 9.2 18.1 11.2
Differences from currency translation 4.4 -10.9 2.9 -10.7
Items that may subsequently be reclassified to consolidated profit or loss 4.4 -10.9 2.9 -10.7
Actuarial gains and losses from pensions and similar obligations (before taxes) - - - -
Taxes on actuarial gains and losses from pensions and similar obligations - - - -
Items that will not subsequently be reclassified to consolidated profit or loss - - - -
Other comprehensive income/loss, net of tax 4.4 -10.9 2.9 -10.7
Total comprehensive income/loss for the period attributable to the shareholders 9.3 -1.7 21.0 0.6
Earnings per share attributable to the equity holders of the parent (in €)
basic 0.11 0.21 0.42 0.26
diluted 0.11 0.21 0.42 0.26

CONTENTS

2GROUP INTERIM MANAGEMENT REPORT

CONTENTS

Revenue

Total revenue of €279.5 million in the first six months of financial year 2024/25 fell short of prior year by €-67.6 million (-19.5%). Based on prior year (constant) exchange rates, revenue would have been higher by 0.4%. This currency impact was primarily influenced by the Mexican Peso and US Dollar. On a segmental basis, revenue in the first half of financial year 2024/25 was primarily generated in Americas (€150.4 million), followed by Europe (€98.0 million) and Asia (€31.0 million).

Revenue development

Revenue 347.1 279.5 -19.5%
Revenue Tooling 46.5 40.2 -13.6%
Revenue Series 300.6 239.3 -20.4%
in € million HY 2023/24 HY 2024/25 % change

Revenue Series

Revenue Series amounted to €239.3 million in the first half of 2024/25 and marked a decline of -20.4% compared to last year (HY 2023/24: €300.6 million). Revenue Series accounted for 85.6% of total revenue and remained the key pillar of the business.

Revenue Tooling

Revenue Tooling contributed €40.2 million to total revenue in the first six months of financial year 2024/25. This led to a year-on-year decrease of €-6.3 million or -13.6%, primarily resulting from a different project phasing.

Change in finished goods and work in process

Change of finished goods and work in process increased by €14.2 million (<-100%) from €-11.8 million in the first half of financial year 2023/24 to €2.4 million in the first half of financial year 2024/25 resulting from higher tooling inventories (€+14.2 million), work in process (€+0.3 million) and lower profit in stock elimination (€+0.1 million); partially offset by lower finished goods (€-0.3 million).

Other operating income

Other income slightly decreased by €-0.2 million from €5.5 million in the first six months of financial year 2023/24 to €5.3 million in the first six months of financial year 2024/25. The negative deviation stemmed from €-1.3 million in income from others, €-0.5 million in insurance income and €-0.3 million currency translation gains; partly compensated by higher income from the release of accruals €2.0 million.

Cost of materials

Cost of materials decreased from €-163.9 million in the first half of financial year 2023/24 to €-140.1 million in the current financial year, resulting in a year-on-year change of -14.6%. This development was mainly driven

by lower revenue. Cost of materials to output (total operating performance) ratio slightly increased by 0.8 percentage points to 49.7%.

Personnel expenses

Personnel expenses recorded at €-75.1 million in the first six months of financial year 2024/25 and decreased by €14.9 million or -16.6% compared to the same reporting period last year. This positive development was predominantly driven by lower revenue, which was badly affected by inefficiencies due to weak customer call-offs. Personnel expenses as a percentage of total operating performance decreased by -0.2 percentage points year-on-year to 26.6%.

Depreciation, amortisation and impairment

Novem recorded depreciation and amortisation of €-16.1 million in the first six months of financial year 2024/25, a decrease of €0.4 million (-2.5%) compared to prior year. The decline was mainly attributable to the reduced depreciation on other equipment (€+0.2 million) and buildings (€+0.1 million).

Other operating expenses

Other operating expenses significantly decreased from €-36.9 million in the first half of financial year 2023/24 by €4.3 million to €-32.6 million in the first half of financial year 2024/25. This development mainly resulted from lower order-related as well as other expenses and was negatively impacted by higher allowances on receivables.

2GROUP INTERIM MANAGEMENT REPORT

Finance income and costs

For the first half of financial year 2024/25, the financial result amounted to €-8.2 million compared to €-9.1 mil lion in the last year.

Finance income decreased from €3.3 million in the first half of 2023/24 by €-0.7 million to €2.6 million in the first half of financial year 2024/25. The decrease resulted from lower interest income.

Finance costs recorded at €-10.8 million in the first half of financial year 2024/25 (PY: €-12.4 million) and showed a decrease of €1.6 million (-13.1%). The posi tive deviation primarily resulted from lower foreign cur rency translation effects (€+3.1 million), partly offset by higher interest expenses (€-1.0 million) and leasing interest expenses (€-0.5 million).

Income tax result

Income tax result declined by -36.8% from €-6.1 mil lion last year to €-3.8 million in the first six months of financial year 2024/25. Both deferred taxes and income taxes decreased in the period under review.

2GROUP INTERIM MANAGEMENT REPORT

71 3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

5 ADDITIONAL INFORMATION

Adjustments

Adj. EBIT

Adj. EBIT represents the operating result adjusted for exceptional non-recurring items. As such, Novem adjusts certain one-off effects to better show the underlying operating performance of the Group. The adjustments made follow a pre-defined and transparent approach and form part of the regular monthly closing and reporting routines.

Adjustments

Adjustments in the first six months of 2024/25 were €-1.8 million lower than last year and implied €2.6 million single impairment due to outstanding receivables against an insolvent Tier-1 client and €0.2 million severance payments as well as €0.1 million Others. Last year's adjustments in the period under review included €4.5 million restructuring costs related to the plant closure in Bergamo (Italy) and €0.2 million Others.

The Adj. EBIT margin of 9.4% for the first six months of 2024/25 fell short of prior year's figure of 10.9% by -1.6 percentage points. Therefore, the Adj. EBITDA margin of 15.1% also decreased compared to prior year's margin of 15.7%.

Q2 2023/24 Q2 2024/25 HY 2023/24 HY 2024/25
171.9 139.4 347.1 279.5
13.3 11.9 33.3 23.3
7.7% 8.6% 9.6% 8.3%
4.5 0.0 4.5 0.0
- - - 2.6
0.2 0.0 0.2 0.3
0.2 0.0 0.2 2.9
- - - -
4.7 0.1 4.7 2.9
18.0 12.0 38.0 26.2
10.4% 8.6% 10.9% 9.4%
8.2 8.0 16.5 16.1
26.2 20.0 54.5 42.2
15.2% 14.3% 15.7% 15.1%

1 GROUP

CONTENTS

OVERVIEW

2GROUP INTERIM MANAGEMENT REPORT

FINANCIAL POSITION

in € million 31 Mar 24 30 Sep 24
Intangible assets 2.8 2.9
Property, plant and equipment 193.9 180.3
Trade receivables 49.8 40.0
Other non-current assets 13.1 11.3
Deferred tax assets 10.6 11.1
Total non-current assets 270.2 245.6
Inventories 99.4 103.0
Trade receivables 41.3 43.0
Other receivables 30.0 21.2
Other current assets 19.6 19.9
Cash and cash equivalents 141.5 132.4
Total current assets 331.9 319.5
Assets 602.1 565.1

Assets Equity and liabilities

in € million 31 Mar 24 30 Sep 24
Share capital 0.4 0.4
Capital reserves 539.6 539.6
Retained earnings/accumulated losses -459.2 -448.0
Currency translation reserve 9.1 -1.6
Total equity 89.9 90.5
Pensions and similar obligations 28.7 28.7
Other provisions 2.3 2.1
Financial liabilities 248.8 249.0
Trade payables 0.0 -
Other liabilities 55.6 49.3
Deferred tax liabilities 1.4 1.3
Total non-current liabilities 336.8 330.4
Tax liabilities 7.6 0.3
Other provisions 38.9 35.7
Financial liabilities 1.2 1.0
Trade payables 45.4 40.5
Other liabilities 82.4 66.8
Total current liabilities 175.5 144.2
Equity and liabilities 602.1 565.1

1 GROUP OVERVIEW

Total assets

Total assets amounted to €565.1 million as of 30 September 2024 and marked a decrease of €-37.0 million or -6.1% compared to the end of last financial year 2023/24 (31 March 2024: €602.1 million).

Non-current assets

Non-current assets declined from €270.2 million as of 31 March 2024 by -9.1% to €245.6 million as of 30 September 2024. This deviation was mainly attributable to a decrease in property, plant and equipment by €-13.6 million or -7.0%, primarily due to the depreciation effect in the period under review, offset by higher advanced payments totalling €3.6 million. Furthermore, trade receivables decreased by €-9.8 million, mainly due to the payment of an outstanding one-off compensation claim from prior year.

Current assets

Current assets declined to €319.5 million compared to the previous balance sheet date (€331.9 million), down €-12.4 million or -3.7%. This change was mainly driven by a lower cash position (€-9.1 million) and a decrease in other receivables (€-8.8 million) due to lower VAT receivables. Through non-recourse factoring, Novem sold €40.3 million trade receivables as of 30 September 2024, down €-4.0 million on the volume of €44.3 million as of 31 March 2024. Conversely, the increase in inventories by €3.6 million or 3.6% had the most considerable counterbalancing effect.

Working capital

in € million 31 Mar 24 30 Sep 24 % change
Inventories 56.2 58.2 3.7%
Trade
receivables
35.1 26.2 -25.4%
Trade payables -40.2 -35.5 -11.7%
Trade working
capital
51.1 49.0 -4.2%
Tooling net 67.3 77.0 14.4%
Contract assets 14.9 13.3 -10.9%
Total working
capital
133.3 139.3 4.4%

Total working capital came in at €139.3 million as of 30 September 2024 and, therefore, 4.4% higher than as of 31 March 2024. This was primarily driven by higher inventories and tooling net, with an offsetting effect in trade receivables and trade payables. The most significant changes in tooling net related to an increase in tooling trade receivables of €10.5 million and a decrease in the tooling-related deferred income position of €7.4 million due to project closures and the switch to series production. Consequently, total working capital in % of LTM revenue increased by 3.5 percentage points to 24.5% (31 March 2024: 21.0%).

Equity

The equity position at €90.5 million showed a slight improvement compared to the end of the last financial year 2023/24 (€89.9 million) due to the profit generated in HY 2024/25. Currency translation differences to Euro decreased by €-10.7 million (<-100% y/y).

Non-current liabilities

Non-current liabilities totalled €330.4 million and declined compared to the end of the last financial year 2023/24 by €-6.3 million or -1.9%. The decrease was attributable to lower other liabilities of €-6.3 million or -11.4% as a result of the reduction in finance leases.

Net financial debt

in € million 31 Mar 24 30 Sep 24 % change
Liabilities to
banks
249.9 250.0 0.1%
Lease liabilities 56.5 51.9 -8.1%
Gross financial
debt
306.4 301.9 -1.5%
Cash and cash
equivalents
-141.5 -132.4 -6.4%
Net financial debt 164.9 169.5 2.8%

As of 30 September 2024, gross financial debt amounted to €301.9 million and therefore recorded a decrease of €-4.5 million, fully attributable to the deviation in lease liabilities. Cash and cash equivalents fell by €-9.1 million compared to the previous balance sheet and were thus mainly accountable for the increase of the net financial debt position in the amount of €4.6 million.

Net leverage

Net leverage ratio 1.6x 1.9x
LTM Adj. EBITDA 102.0 89.8
Net financial debt 164.9 169.5
in € million 31 Mar 24 30 Sep 24

The net leverage ratio is defined as net financial debt divided by Adj. EBITDA for the last 12 months. The ratio rose from 1.6x Adj. EBITDA at the end of the financial year 2023/24 to 1.9x Adj. EBITDA as of 30 September 2024 as a result of the unfavourable development of both key figures net financial debt and LTM Adj. EBITDA.

Current liabilities

Current liabilities amounted to €144.2 million on the reporting date of the current half year, down -17.8% or €-31.2 million compared to the end of the last financial year 2023/24 (€175.5 million). The decrease was mainly attributable to lower other liabilities of €-15.6 million or -18.9% due to tooling project closures resulting in revenue recognition of received advanced payments, followed by reduced tax liabilities of €-7.3 million, lower trade payables of €-5.0 million and a lower other provision position of €-3.2 million.

2GROUP INTERIM MANAGEMENT REPORT

CASH FLOWS

in € million Q2 2023/24 Q2 2024/25
Profit for the period 4.9 9.2
Income tax expense (+)/income (-) 3.2 1.9
Financial result (+)/(-) net 2.8 4.1
Depreciation, amortisation and impairment (+) 8.2 8.0
Other non-cash expenses (+)/income (-) -0.8 6.1
Increase (-)/decrease (+) in inventories 9.6 1.5
Increase (-)/decrease (+) in trade receivables 5.0 4.8
Increase (-)/decrease (+) in other assets 0.5 -6.1
Increase (-)/decrease (+) in deferred taxes -1.5 1.2
Increase (-)/decrease (+) in prepaid expenses/deferred
income
-0.9 3.3
Increase (+)/decrease (-) in provisions 1.2 -7.1
Increase (+)/decrease (-) in trade payables -1.3 -8.1
Increase (+)/decrease (-) in other liabilities -1.8 -5.9
Gain (-)/loss (+) on disposals of non-current assets 0.0 0.0
Cash received (+) from/cash paid (-) for income taxes -4.4 -6.0
Cash flow from operating activities 24.7 6.9
Cash received (+) from disposals of property, plant and
equipment
0.0 0.0
Cash paid (-) for investments in intangible assets -0.0 -0.2
Cash paid (-) for investments in property, plant and
equipment
-4.6 -4.3
Interest received (+) 2.1 1.2
Cash flow from investing activities -2.4 -3.3
Cash and cash equivalents at the end of the reporting period 136.6 132.4
Cash and cash equivalents at the beginning of the reporting
period
169.9 134.4
Effect of exchange rate fluctuations on cash and cash
equivalents
0.7 -1.0
Net increase (+)/decrease (-) in cash and cash equivalents -34.0 -0.9
Cash flow from financing activities -56.2 -4.6
Dividends paid (-) -49.5 -
Interest paid (-) -4.2 -4.5
Cash paid (-) for lease liabilities -2.5 -0.0
Cash paid (-) for subsidies/grants -0.0 -
in € million Q2 2023/24 Q2 2024/25

1 GROUP OVERVIEW

CONTENTS

in € million HY 2023/24 HY 2024/25
Profit for the period 18.1 11.2
Income tax expense (+)/income (-) 6.3 4.5
Financial result (+)/(-) net 6.0 8.2
Depreciation, amortisation and impairment (+) 16.5 16.1
Other non-cash expenses (+)/income (-) -1.6 8.2
Increase (-)/decrease (+) in inventories 12.6 -4.7
Increase (-)/decrease (+) in trade receivables -4.7 3.7
Increase (-)/decrease (+) in other assets 6.8 2.2
Increase (-)/decrease (+) in deferred taxes -0.2 -0.7
Increase (-)/decrease (+) in prepaid expenses/deferred
income
-1.6 1.1
Increase (+)/decrease (-) in provisions 3.8 -9.7
Increase (+)/decrease (-) in trade payables -4.8 -8.6
Increase (+)/decrease (-) in other liabilities -11.5 -13.0
Gain (-)/loss (+) on disposals of non-current assets 0.0 0.0
Cash received (+) from/cash paid (-) for income taxes -7.4 -10.9
Cash flow from operating activities 38.2 7.6
Cash received (+) from disposals of property, plant and
equipment
0.0 0.0
Cash paid (-) for investments in intangible assets -0.1 -0.4
Cash paid (-) for investments in property, plant and
equipment
-7.9 -9.1
Interest received (+) 3.3 2.5
Cash flow from investing activities -4.7 -7.0
Cash and cash equivalents at the end of the reporting period 136.6 132.4
Cash and cash equivalents at the beginning of the reporting
period
165.5 141.5
Effect of exchange rate fluctuations on cash and cash
equivalents
0.2 -1.5
Net increase (+)/decrease (-) in cash and cash equivalents -29.1 -7.6
Cash flow from financing activities -62.6 -8.1
Dividends paid (-) -49.5 -
Interest paid (-) -8.1 -9.1
Cash paid (-) for lease liabilities -5.0 1.0
Cash paid (-) for subsidies/grants -0.0 -
in € million HY 2023/24 HY 2024/25

1 GROUP OVERVIEW

CONTENTS

Cash flow from operating activities

Cash flow from operating activities declined by €-30.6 million from €38.2 million in the first half of last year to €7.6 million in the current half year. The development is mainly explained by an increase in inventories of €-17.2 million, a decrease in provisions by €-13.5 million and a decline in profit of €-6.9 million. To some extent, this was offset by a favourable change of €8.4 million in trade receivables.

Cash flow from investing activities

Cash out-flow for investing activities reached €-7.0 mil lion in the current half year (HY 2023/24: €-4.7 million). The cash flow was characterised by higher investments in property, plant and equipment in the amount of €-1.2 million.

Cash flow from financing activities

Cash out-flow for financing activities showed the larg est deviation. Following a total of €-62.6 million in the first half of the previous year, cash flow from financing activities decreased by €54.4 million to €-8.1 million in the first half of 2024/25. This deviation was primarily due to the suspension of the dividend payment for the financial year 2023/24 following the Annual General Meeting in August of this year. The change in lease liabilities resulted from a cash-effective reduction of €-3.8 million and an offsetting currency translation effect in the amount of €4.8 million.

2GROUP INTERIM MANAGEMENT REPORT

SEGMENT REPORTING

Europe Americas Asia Total segments Other/consolidation Group
in € million Q2 2023/24 Q2 2024/25 Q2 2023/24 Q2 2024/25 Q2 2023/24 Q2 2024/25 Q2 2023/24 Q2 2024/25 Q2 2023/24 Q2 2024/25 Q2 2023/24 Q2 2024/25
External revenue 75.8 47.5 72.3 75.4 23.7 16.6 171.9 139.4 - - 171.9 139.4
Revenue between
segments
9.4 11.1 13.2 17.3 3.3 4.2 25.9 32.6 -25.9 -32.6 - -
Total revenue 85.2 58.6 85.5 92.6 27.0 20.7 197.8 171.9 -25.9 -32.6 171.9 139.4
Adj. EBITDA 6.8 -3.2 15.5 20.1 3.9 3.0 26.2 20.0 - - 26.2 20.0
Adj. EBITDA margin 8.0% -5.4% 18.2% 21.7% 14.3% 14.6% 13.2% 11.6% - - 15.2% 14.3%
Depreciation and
amortisation
-4.0 -3.7 -3.0 -2.7 -1.3 -1.5 -8.2 -8.0 - - -8.2 -8.0
Adj. EBIT 2.8 -6.9 12.6 17.3 2.6 1.6 18.0 12.0 - - 18.0 12.0
Adj. EBIT margin 3.3% -11.8% 14.7% 18.7% 9.7% 7.5% 9.1% 7.0% - - 10.4% 8.6%
Adjustments -4.7 -0.1 - - - - -4.7 -0.1 - - -4.7 -0.1
Operating result (EBIT) -1.9 -7.0 12.6 17.3 2.6 1.6 13.3 11.9 - - 13.3 11.9
Europe
Americas
Asia
Total segments
Other/consolidation Group
in € million HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25
External revenue 165.8 98.0 137.3 150.4 44.0 31.0 347.1 279.5 - - 347.1 279.5
Revenue between
segments
19.1 26.6 27.2 36.1 7.5 9.5 53.9 72.2 -53.9 -72.2 - -
Total revenue 184.9 124.7 164.5 186.5 51.5 40.5 400.9 351.6 -53.9 -72.2 347.1 279.5
Adj. EBITDA 17.1 -0.5 28.8 37.6 8.5 5.1 54.5 42.2 - - 54.5 42.2
Adj. EBITDA margin 9.2% -0.4% 17.5% 20.2% 16.6% 12.7% 13.6% 12.0% - - 15.7% 15.1%
Depreciation and
amortisation
-8.1 -7.5 -5.9 -5.6 -2.5 -2.9 -16.5 -16.1 - - -16.5 -16.1
Adj. EBIT 9.0 -8.1 22.9 32.0 6.0 2.2 38.0 26.2 - - 38.0 26.2
Adj. EBIT margin 4.9% -6.5% 13.9% 17.2% 11.7% 5.5% 9.5% 7.4% - - 10.9% 9.4%
Adjustments -4.7 -2.9 - - - - -4.7 -2.9 - - -4.7 -2.9
Operating result (EBIT) 4.4 -11.0 22.9 32.0 6.0 2.2 33.3 23.3 - - 33.3 23.3

1 GROUP OVERVIEW

2GROUP INTERIM MANAGEMENT REPORT

3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Europe

External revenue in Europe dropped from €165.8 million in the first six months of 2023/24 to €98.0 million in the same period of 2024/25, falling short of prior year by -40.9% or €-67.8 million.

Europe accounted for 35.1% of total revenue in the first half of 2024/25 (PY: 47.8%).

Loss-making Adj. EBIT in Europe for the first half of 2024/25 of €-8.1 million entirely fell short of prior year (PY: €9.0 million). Therefore, the Adj. EBIT margin also worsened and stood at -6.5% compared to last year's 4.9%.

Operating performance in Europe was once again significantly impacted by the poor top line, whereas personnel expenses in particular could not be adjusted to the same extent as the decline in revenue. Rigorous cost management, restructuring measures as well as customer compensation payments partly compensated the negative impacts.

Americas

External revenue in Americas increased from €137.3 million in the first half of 2023/24 to €150.4 million in the same period of 2024/25 and exceeded previous year by 9.6% or €13.2 million. The effect of currency translation amounted to €1.1 million.

Revenue from Americas equalled 53.8% of total revenue in the first six months of 2024/25 (PY: 39.6%).

Adj. EBIT in the region Americas recorded at €32.0 million in HY 2024/25 and outperformed previous year by 39.6% (PY: €22.9 million). Consequently, the Adj. EBIT margin also improved from 13.9% last year to 17.2%.

Contrary to the other two regions, the robust bottom line in Americas was supported by buoyant revenues, the release of accruals as well as continuously improved input costs.

Asia

External revenue in Asia declined from €44.0 million to €31.0 million in the first half of 2024/25, a decrease to prior year by -29.5% or €-13.0 million. The currency translation impact totalled €0.1 million.

Asia contributed 11.1% of total revenue in the first half of 2024/25 (PY: 12.7%).

In Asia, Adj. EBIT stood at €2.2 million for the first six months of 2024/25, which shows a drop of -62.9% year-on-year (PY: €6.0 million). As a result, the Adj. EBIT margin decreased from 11.7% last year to 5.5%.

The decrease in Asia was predominantly driven by lower revenues due to the phase-out of larger platforms and the slow ramp-up for the new local Chinese business.

in € million HY 2023/24 HY 2024/25 % change
External revenue 165.8 98.0 -40.9%
Revenue between
segments
19.1 26.6 39.4%
Total revenue 184.9 124.7 -32.6%
Adj. EBIT 9.0 -8.1 <-100.0%
Adj. EBIT margin 4.9% -6.5%
in € million HY 2023/24 HY 2024/25 % change
External revenue 137.3 150.4 9.6%
Revenue between
segments
27.2 36.1 32.4%
Total revenue 164.5 186.5 13.4%
Adj. EBIT 22.9 32.0 39.6%
Adj. EBIT margin 13.9% 17.2%
in € million HY 2023/24 HY 2024/25 % change
External revenue 44.0 31.0 -29.5%
Revenue between
segments
7.5 9.5 26.0%
Total revenue 51.5 40.5 -21.4%
Adj. EBIT 6.0 2.2 -62.9%
Adj. EBIT margin 11.7% 5.5%

2GROUP INTERIM MANAGEMENT REPORT

3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED INTERIM STATEMENTS

SUBSEQUENT EVENTS AND RISKS AND OPPORTUNITIES

Subsequent events

There were no events or developments in the period from the balance sheet date as of 30 September 2024 to the publication date on 14 November 2024 that would have materially affected the recognition or measurement of Novem's assets and liabilities.

Risks and opportunities

An assessment of risks and opportunities for Novem showed no significant changes to the risk-related disclosures as of and for the financial year ended 31 March 2024.

Herewith reference is being made to the Annual Financial Report 2023/24 on risks and opportunities, which can be accessed on the Investor Relations website of Novem in the section Reports & Presentations.

2GROUP INTERIM MANAGEMENT REPORT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the half year ended 30 September 2024 (unaudited)

in € thousand HY 2023/24 HY 2024/25
Revenue 347,059 279,470
Increase or decrease in finished goods and work in process -11,800 2,443
Total operating performance 335,260 281,913
Other operating income 5,453 5,268
Cost of materials -163,938 -140,084
Personnel expenses -90,057 -75,123
Depreciation, amortisation and impairment -16,479 -16,059
Other operating expenses -36,933 -32,635
Operating result (EBIT) 33,306 23,280
Finance income 3,278 2,568
Finance costs -12,409 -10,785
Financial result -9,131 -8,217
Income taxes -6,253 -4,516
Deferred taxes 178 679
Income tax result -6,075 -3,837
Profit for the period attributable to the shareholders 18,099 11,227
Differences from currency translation 2,915 -10,664
Items that may subsequently be reclassified to consolidated profit or loss 2,915 -10,664
Actuarial gains and losses from pensions and similar obligations (before taxes) - -
Taxes on actuarial gains and losses from pensions and similar obligations - -
Items that will not subsequently be reclassified to consolidated profit or loss - -
Other comprehensive income/loss, net of tax 2,915 -10,664
Total comprehensive income/loss for the period attributable to the shareholders 21,015 563
Earnings per share attributable to the equity holders of the parent (in €)
basic 0.42 0.26
diluted 0.42 0.26

2GROUP INTERIM MANAGEMENT REPORT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as of 30 September 2024 (unaudited)

in € thousand 31 Mar 24 30 Sep 24
Intangible assets 2,837 2,875
Property, plant and equipment 193,907 180,297
Trade receivables 49,789 40,032
Other non-current assets 13,109 11,292
Deferred tax assets 10,587 11,134
Total non-current assets 270,230 245,630
Inventories 99,436 103,034
Trade receivables 41,324 42,952
Other receivables 29,999 21,176
Other current assets 19,614 19,886
Cash and cash equivalents 141,514 132,436
Total current assets 331,886 319,484
Assets 602,116 565,114
Assets Equity and liabilities
-------- ------------------------
in € thousand 31 Mar 24 30 Sep 24
Share capital 430 430
Capital reserves 539,594 539,594
Retained earnings/accumulated losses -459,222 -447,995
Currency translation reserve 9,085 -1,579
Total equity 89,887 90,451
Pensions and similar obligations 28,738 28,699
Other provisions 2,284 2,109
Financial liabilities 248,754 249,021
Trade payables 8 -
Other liabilities 55,631 49,299
Deferred tax liabilities 1,353 1,316
Total non-current liabilities 336,768 330,443
Tax liabilities 7,591 276
Other provisions 38,867 35,666
Financial liabilities 1,165 988
Trade payables 45,447 40,463
Other liabilities 82,390 66,827
Total current liabilities 175,461 144,220
Equity and liabilities 602,116 565,114

CONTENTS

GROUP OVERVIEW

2GROUP INTERIM MANAGEMENT REPORT

CONSOLIDATED STATEMENT OF CASH FLOWS

for the half year ended 30 September 2024 (unaudited)

in € thousand HY 2023/24 HY 2024/25
Profit for the period 18,099 11,227
Income tax expense (+)/income (-) 6,253 4,516
Financial result (+)/(-) net 6,012 8,217
Depreciation, amortisation and impairment (+) 16,479 16,059
Other non-cash expenses (+)/income (-) -1,638 8,173
Increase (-)/decrease (+) in inventories 12,554 -4,655
Increase (-)/decrease (+) in trade receivables -4,680 3,721
Increase (-)/decrease (+) in other assets 6,776 2,236
Increase (-)/decrease (+) in deferred taxes -178 -679
Increase (-)/decrease (+) in prepaid expenses/deferred
income
-1,610 1,066
Increase (+)/decrease (-) in provisions 3,794 -9,692
Increase (+)/decrease (-) in trade payables -4,831 -8,645
Increase (+)/decrease (-) in other liabilities -11,496 -13,039
Gain (-)/loss (+) on disposals of non-current assets 38 10
Cash received (+) from/cash paid (-) for income taxes -7,413 -10,941
Cash flow from operating activities 38,158 7,571
Cash received (+) from disposals of property, plant and
equipment
8 1
Cash paid (-) for investments in intangible assets -52 -380
Cash paid (-) for investments in property, plant and
equipment
-7,909 -9,149
Interest received (+) 3,278 2,531
Cash flow from investing activities -4,675 -6,998
Cash and cash equivalents at the beginning of the reporting
period
165,474 141,514
Effect of exchange rate fluctuations on cash and cash
equivalents
203 -1,524
Net increase (+)/decrease (-) in cash and cash equivalents -29,077 -7,553
Cash flow from financing activities -62,560 -8,127
Dividends paid (-) -49,485 -
Interest paid (-) -8,088 -9,149
Cash paid (-) for lease liabilities -4,985 1,022
Cash paid (-) for subsidies/grants -3 -
in € thousand HY 2023/24 HY 2024/25

1 GROUP OVERVIEW

CONTENTS

3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

INTERIM STATEMENTS

5 ADDITIONAL INFORMATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the half year ended 30 September 2024 (unaudited)

Other retained
earnings/ Currency
Capital accumulated translation
Share capital reserves losses reserve Equity
430 539,594 -443,414 10,646 107,256
- - 18,099 - 18,099
- - - 2,915 2,915
- - 18,099 2,915 21,015
- - -49,485 - -49,485
430 539,594 -474,800 13,562 78,786
430 539,594 -459,222 9,085 89,887
- - 11,227 - 11,227
- - - -10,664 -10,664
- - 11,227 -10,664 563
- - - - -
430 539,594 -447,995 -1,579 90,451

5 ADDITIONAL INFORMATION

NOTES TO CONSOLIDATED INTERIM STATEMENTS

1 General information

1.1 Reporting entity

Novem Group S.A. (hereinafter also referred to as the "Company") is domiciled in Contern, Luxembourg, and is registered in the commercial register of Luxembourg under register file number B 162.537. The Company's registered office is at 19, rue Edmond Reuter, 5326 Contern, Luxembourg.

The Company's financial year is from 1 April to 31 March of the following year (12-month period). The consolidated financial statements include Novem and its subsidiaries (hereinafter also referred to as "Novem" or the "Group").

Novem operates as a developer, supplier and system supplier for trim parts and decorative functional elements in vehicle interiors in the premium sector. The products combine valuable raw materials with the latest technology and processing. Typically, the products are used as instrument panels, impact-resistant trim parts in the centre console, door trims, beltlines and decorative functional elements in the car interior.

1.2 Basis of preparation and presentation method

These interim financial statements for the six months ended 30 September 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting and comply with the International Financial Reporting Standards (IFRS) as adopted by the European Union. They should be read in conjunction with the Group's last annual consolidated financial statements as at and

for the year ended 31 March 2024. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS. However, selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in the Group's financial position and performance since the last annual consolidated financial statements.

The consolidated interim financial statements and the Group Interim Management Report have not been audited or reviewed by the Group auditor.

These interim financial statements were authorised for issue by the Management Board on 14 November 2024.

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 March 2024.

Income tax expense is recognised in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year.

The Group observed all standards and interpretations adopted by the International Accounting Standards Board (IASB) and by the EU that are mandatory as of 1 January 2024. The following standards were initially adopted in financial year 2024/25 and had negligible effects on the Group's accounting:

  • Amendments to IAS 1: Classification of Liabilities as Current or Non-current (with Covenants)
  • Amendments to IFRS 16: Clarification how a sellerlessee subsequently measures sale and leaseback transactions

• Amendments to IAS 7 and IFRS 7: Supplier finance arrangements

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual consolidated financial statements.

2 Notes to consolidated statements of financial position

2.1 Property, plant and equipment

in € thousand 31 Mar 24 30 Sep 24
Land, leasehold rights
and buildings, including
buildings on third-party land
97,939 87,795
Thereof right-of-use
assets from leases
52,338 43,423
Technical equipment and
machinery
75,172 69,828
Thereof right-of-use
assets from leases
26 22
Other equipment, operating
and office equipment
13,289 11,540
Thereof right-of-use
assets from leases
5,543 4,747
Advance payments and
assets under construction
7,507 11,134
Property, plant and
equipment
193,907 180,297

Property, plant and equipment include right-of-use assets due to the application of IFRS 16 (Leases). Please refer to section 4.5 for additional information on future lease payments.

Novem's property, plant and equipment amounted to €180,297 thousand as of 30 September 2024 (31 March 2024: €193,907 thousand). The decrease was mainly due to straight-line depreciation, with offsetting effects resulting from advance payments for assets under construction.

There were no material new impairment losses or reversals of impairment losses in the reporting period.

2.2 Inventories

Inventories 99,436 103,034
Advance payments for raw
materials
35 225
Advance payments for tools 3,784 3,114
Tools 39,471 41,684
Finished goods and
merchandise
11,069 11,987
Work in process 10,757 10,849
Raw materials and
consumables
34,320 35,175
in € thousand 31 Mar 24 30 Sep 24

The majority of inventories consisted of tools as well as raw materials and consumables.

Inventories expected to be turned over within twelve months amounted to €103,034 thousand (31 March 2024: €99,436 thousand). The write-downs recognised on inventories amounted to €5,192 thousand in the first half of financial year 2024/25 (31 March 2024: €5,272 thousand). In the case of write-downs, marketability, age as well as all apparent storage and inventory risks are taken into account.

Since there is no alternative use option for the finished parts on stock as of the reporting date, for which there are also firm purchase commitments by the OEMs, an adjustment was made to the inventories in the amount of €11,363 thousand (31 March 2024: €11,078 thousand) based on recognition of revenue over time

under IFRS 15, together with the recognition of contract assets amounting to €12,703 thousand (31 March 2024: €12,402 thousand).

2.3 Trade receivables

in € thousand 31 Mar 24 30 Sep 24
Trade receivables 91,449 85,914
Expected credit losses on
trade receivables
-336 -2,930
Trade receivables 91,113 82,984
Non-current 49,789 40,032
Current 41,324 42,952

Trade receivables are mainly receivables from contracts with customers.

The non-current receivables, which consist of tooling amortisation receivables, declined to €40,032 thousand (31 March 2024: €49,789 thousand). This reduction was primarily due to the payment of an outstanding one-off compensation claim from prior year. Additionally, a decrease in demand from OEMs during the current year further contributed to the decline in receivables.

Factoring

Two of the Group's subsidiaries, Novem Car Interior Design GmbH and Novem Car Interior Design Inc., participate in a revolving multi-seller securitisation vehicle for its trade receivables.

In conjunction with a factoring agreement, receivables were sold to a bank at a purchase price of €40,269 2GROUP INTERIM MANAGEMENT REPORT

thousand as of 30 September 2024 (31 March 2024: €44,313 thousand), of which €900 thousand (31 March 2024: €911 thousand) represented a limited Seller Guarantee (2% of the average outstanding nominal amount of the European sold receivables). The Seller Guarantee represents the Group's maximum exposure to any losses in respect of trade receivables previously sold under the factoring program. These receivables were carried at fair value through profit or loss until their disposal.

Expected credit losses

Trade receivables are written down in full or in part when there are indications that they are not recoverable. Furthermore, in accordance with IFRS 9, expected credit losses for trade receivables not measured at fair value through profit or loss are calculated on a portfolio basis. For this purpose, Novem groups the receivables by individual customers. The expected default rates are provided for each counterparty by an external rating agency. This individual probability of default per customer is applied uniformly throughout the Group. Current external credit information and ratings that reflect the prevalent expectations regarding the potential impact of global economic developments were used for the consolidated interim financial statements as of 30 September 2024. An additional adjustment of the valuation allowance is thus not required under this model.

During the first half of financial year 2024/25, the expected credit losses increased significantly due to the insolvency of a business partner declared on 27 June 2024. As a result, the credit risk associated with the outstanding receivables from this entity was assessed in accordance with internal policies and IFRS 9, reflecting the heightened default probability and incorporating the best available information at that time. Taking this into account, the total expected credit losses amounted to €-2,930 thousand as of 30 September 2024 (31 March 2024: €-336 thousand).

2.4 Cash and cash equivalents

132,396
Cash at banks
141,476
Cash on hand
38
40
31 Mar 24
in € thousand
30 Sep 24

Cash and cash equivalents are not subject to any restrictions. The amount corresponds to the value shown in the Consolidated statement of cash flows. Cash and cash equivalents are concentrated at Novem Beteiligungs GmbH, which operates a group-wide cash pooling system.

2.5 Equity

Please refer to the Consolidated statement of changes in equity for detailed information on changes in consolidated equity.

Share capital

The share capital of the Company amounted to €430 thousand as of 30 September 2024 (31 March 2024: €430 thousand) and is divided into 43,030,303 ordinary shares (31 March 2024: 43,030,303 ordinary shares) in a dematerialised form with no nominal value. Each share of the Company represents a par value of €0.01 in the Company's share capital.

Capital reserves

The capital reserves amounted to €539,594 thousand as of 30 September 2024 (31 March 2024: €539,594 thousand).

Other retained earnings

Retained earnings amounted to €-447,995 thousand as of 30 September 2024 (31 March 2024: €-459,222 thousand).

Retained earnings comprise the past net income and other comprehensive income of the companies included in the consolidated interim financial statements as well as the amount distributed to shareholders. The comprehensive income for the first half of financial year 2024/25 amounted to €11,227 thousand (PY: €18,099 thousand).

The Annual General Meeting resolved the suspension of the dividend payment to the shareholders of Novem Group S.A. for the past financial year.

The total dividend in prior year amounted to €49,485 thousand and thus corresponded to a payout ratio of 99.0% of the consolidated net profit. It consisted of an ordinary dividend of €0.40 per share as well as a special dividend of €0.75 per share, which resulted in a total dividend of €1.15 per share (ordinary plus special) for the financial year 2022/23.

The remaining other accumulated losses were carried forward. The negative amount primarily resulted from a recapitalisation and a related Group re-organisation in the financial year 2019/20.

Difference in equity from currency translation

The statements of financial position and total comprehensive income for all foreign subsidiaries whose functional currency is not the Euro are translated into Euro. The currency translation differences arising are recognised in other comprehensive income and reported in the Currency translation reserve in equity; they amounted to €-1,579 thousand as of 30 September 2024 (31 March 2024: €9,085 thousand).

2.6 Other provisions

The provisions cover all identifiable risks and other uncertain obligations. In the following, the provisions are shown subdivided into non-current and current provisions:

Non-current provisions

Non-current provisions 2,284 2,109
Other risks 955 530
Employee benefits 1,329 1,579
in € thousand 31 Mar 24 30 Sep 24

The non-current provisions amounted to €2,109 thousand as of 30 September 2024 (31 March 2024: €2,284 thousand) and have an expected maturity of between one and five years.

Of this amount, €1,579 thousand (31 March 2024: €1,329 thousand) were fully attributable to provisions in the personnel area. These personnel-related obligations relate to partial retirement and long-service awards, which are calculated using actuarial opinions. A further amount of €530 thousand (31 March 2024: €955 thousand) was attributable to provisions for dismantling obligations for the leased buildings in Bergamo (Italy) and the decline represented an amount of €425 thousand resulting from the plant closure.

Current provisions

in € thousand 31 Mar 24 30 Sep 24
Obligations from sales 33,592 30,977
Employee benefits 2,498 1,945
Other risks 2,777 2,744
Current provisions 38,867 35,666

Current provisions as of 30 September 2024, which were recognised for uncertain obligations within one year, included in particular provisions from obligations from the personnel and sales areas as well as other risks of €35,666 thousand (31 March 2024: €38,867 thousand).

The provisions attributable to the sales area included especially risks arising from warranty claims, price risks and not yet finalised customer debit notes.

The outstanding customer debit notes recognised in the consolidated interim financial statements relating to price or quantity differences as well as quality deficiencies were based on assumptions or estimates made on account of ongoing customer negotiations or past experiences with customers.

The personnel-related obligations related largely to provisions for partial retirement benefits, severance payments and performance-based obligations.

As of 30 September 2024, the provisions for employee benefits and other risks contained the not yet utilised provision of €194 thousand (31 March 2024: €1,587 thousand) resulting from restructuring measures in Vorbach (Germany) carried out at the end of last financial year.

The remaining risks primarily involved several discernible individual risks and uncertain liabilities accounted for at their probable settlement amounts.

1

2.7 Financial liabilities

in € thousand 31 Mar 24 30 Sep 24
Current Non-current Total Current Non-current Total
Liabilities to banks 1,165 248,754 249,919 988 249,021 250,009
Financial liabilities 1,165 248,754 249,919 988 249,021 250,009

Total current and non-current financial liabilities amounted to €250,009 thousand as of 30 September 2024 (31 March 2024: €249,919 thousand).

In June 2021, a new term loan agreement for €310,000 thousand in total (€250,000 thousand as a term loan and €60,000 thousand as a revolving credit facility) was entered into between Novem Group S.A. and an international syndicate of banks. Accordingly, the refinancing was implemented as of 23 July 2021 by the drawdown of the term loan of €250,000 thousand and matures in July 2026.

After the deduction of transaction costs and pro rata interest incurred, €249,021 thousand (31 March 2024: €248,754 thousand) of the liabilities to banks of €250,009 thousand (31 March 2024: €249,919 thousand) relate to the utilised term loan. The remaining amount of €988 thousand (31 March 2024: €1,165 thousand) mainly resulted from factoring as described in section 2.3.

2.8 Other financial liabilities

Other financial liabilities were composed as follows:

in € thousand 31 Mar 24 30 Sep 24
Other current financial liabilities
Lease liabilities 7,295 7,242
Other non-current financial liabilities
Lease liabilities 49,229 44,681
Other financial liabilities 56,524 51,923

The liabilities to leases contained changes due to cash out-flow of €3,766 thousand (PY: €5,337 thousand) and an opposing currency effect of €4,788 thousand (PY: €352 thousand). The changes in lease liabilities resulted primarily from contract modifications and current leases.

The lease liabilities of €51,923 thousand as of 30 September 2024 (31 March 2024: €56,524 thousand) were largely from leasing land and buildings (refer to section 4.5).

2.9 Trade payables

Trade payables comprise outstanding obligations from the exchange of the Group's goods and services. Trade payables amounted to €40,463 thousand on the reporting date (31 March 2024: €45,455 thousand). The decline was mainly caused by the lower business volume, which also led to a reduction in the need for procurement. Moreover, this development was driven by cash flow management and the maturity of liabilities.

3 Notes to consolidated statements of other comprehensive income

3.1 Revenue

In the first half of the financial year 2024/25, Novem generated total revenue of €279,470 thousand (PY: €347,059 thousand), which marked a -19.5% decrease compared to the same period of last year. As in previous years, the wood surface area accounted for the largest share of Novem's success, followed by aluminium and premium synthetics. Revenue can be broken down by the surface areas mentioned below:

in € thousand HY 2023/24 HY 2024/25
Wood 277,057 236,555
Aluminium 45,581 33,880
Premium synthetics 24,421 9,035
Revenue 347,059 279,470

Revenue Series in the first six months of the financial year 2024/25 came in at €239,297 thousand, down by -20.4% compared to the same reporting period last year (PY: €300,580 thousand). Revenue Series generated 85.6% of total revenue (PY: 86.6%) and remained the key pillar of the business.

Revenue Tooling contributed €40,173 thousand to total revenue from April to September 2024 (PY: €46,479 thousand). This corresponds to a year-on-year decrease of -13.6% or €-6,306 thousand. Revenue within the Group can be allocated to business areas as follows:

Revenue 347,059 279,470
Revenue Tooling 46,479 40,173
Revenue Series 300,580 239,297
in € thousand HY 2023/24 HY 2024/25

This breakdown also determines the type of revenue recognition, as revenue from Tooling is considered to be goods and services transferred at a point in time, while revenue from Series must be classified as goods and services transferred over time.

in € thousand HY 2023/24 HY 2024/25
Goods and services
transferred over time
303,584 240,246
Goods and services
transferred at a point in time
43,475 39,224
Revenue 347,059 279,470

A corresponding adjustment of revenue in the amount of €881 thousand (PY: €941 thousand) was made on account of current contract terms, whereby, on the start of production (SOP) on some platforms, the revenue recognised is reduced in line with the units delivered and the asset for the development contribution is reversed accordingly.

Novem expects that revenue for its delivery obligations not (or only partially) fulfilled at the end of the financial year will be recognised within a year.

3.2 Net finance income/costs

The financial result amounted to €-8,217 thousand in the first half of the financial year 2024/25 (PY: €-9,131 thousand).

Finance income

Finance income 3,278 2,568
Income from currency
translation
- 38
Interest income 3,278 2,530
in € thousand HY 2023/24 HY 2024/25

Finance income amounted to €2,568 thousand in the first half of financial year 2024/25 (PY: €3,278 thousand) and was largely attributable to interest income from customer tooling of €1,037 thousand (PY: €1,876 thousand) as well as interest income from banks of €1,493 thousand (PY: €1,402 thousand).

Finance costs

Finance costs 12,407 10,785
Expenses from currency
translation
3,119 14
Other interest expenses 1,669 1,629
Interest expense arising
from leases
428 886
Interest expense from
discounting of provisions
491 584
Transaction costs directly
attributable to the issue of
a financial liability
328 267
Interest paid to banks 6,372 7,405
in € thousand HY 2023/24 HY 2024/25

2GROUP INTERIM MANAGEMENT REPORT

CONTENTS

Finance costs amounted to €10,785 thousand (PY: €12,407 thousand) in the first half of the 2024/25 finan cial year. Two major effects led to this development in finance costs. On the one hand, the interest expense for banks increased by €1,033 thousand due to the rise of the 3-month Euribor, which is a consequence of the European interest rate policy. On the other hand, the expenses from currency translation decreased by €-3,105 thousand, which is the result of the change in exchange rates, particularly for MXN and USD, versus the comparative period. With the exception of the inter est expense from the discounting of provisions, interest expenses were calculated using the effective interest method.

3.3 Earnings per share

Earnings per share diluted
(in €)
0.42 0.26
Earnings per share basic
(in €)
0.42 0.26
Number of weighted shares 43,030,303 43,030,303
Profit attributable to
shareholders of the parent
(in € thousand)
18,099 11,227
HY 2023/24 HY 2024/25

The earnings per share for the six months ended 30 September 2024 amounted to €0.26 (PY: €0.42). Earn ings per share are calculated by dividing the profit for the period attributable to shareholders of the parent by the weighted average number of shares issued in the reporting period.

4 Other disclosures

4.1 Financial instruments

The following table shows the carrying amounts and fair values of the financial instruments broken down by balance sheet class and category:

in € thousand 31 Mar 24 30 Sep 24
Financial assets by classification Category Carrying
amount
Fair value Carrying
amount
Fair value
Trade receivables FAAC 85,798 85,798 78,425 78,425
Trade receivables within the scope of factoring
agreements
FAFVTPL 5,315 5,315 4,558 4,558
Seller Guarantee FAFVTPL 911 911 900 900
Derivatives with positive market values FAFVTPL 169 169 898 898
Cash and cash equivalents FAAC 141,514 141,514 132,436 132,436
Financial liabilities by classification
Trade payables FLAC 45,455 45,455 40,463 40,463
Liabilities to banks (non-derivative) FLAC 249,8681 252,470 250,0092 252,454
Liabilities to banks (derivative) FLFVTPL 50 50 - -
Summary by category
FAAC 227,312 227,312 210,861 210,861
FAFVTPL 6,395 6,395 6,356 6,356
FLAC 295,323 297,925 290,472 292,917
FLFVTPL 50 50 - -

1 Including the Seller Guarantee in the amount of €911 thousand.

2 Including the Seller Guarantee in the amount of €900 thousand.

There were no transfers between the different levels of the fair value hierarchy in the first half of the financial year 2024/25.

Fair value is the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. The following methods and assumptions were used to estimate fair values in the preceding half of the financial year:

The invoice amount of receivables is used as a reasonable approximation for the fair value of trade receivables in conjunction with factoring agreements.

For trade receivables not subject to factoring agreements and for cash and cash equivalents, given their maturity, it is assumed that the carrying amount is a reasonable approximation of fair value due to their predominantly short-term nature. Similarly, for trade payables, non-derivative liabilities to banks and other financial liabilities, it is assumed that the carrying amount is the fair value.

The fair value of the derivative financial instruments in the form of forward exchange contracts with banks is determined using the present value method based on market prices.

The measurement of the fair value of trade receivables within the scope of factoring agreements and derivative financial instruments is based on inputs that can be observed either directly (i.e. as prices) or indirectly (i.e. derived from prices) on active markets. As of 30 September 2024, the fair value of trade receivables within the scope of factoring agreements amounted to €4,558 thousand (31 March 2024: €5,315 thousand). The fair value of the liabilities of derivative financial instruments decreased to €0 (31 March 2024: €50 thousand). Conversely, the derivatives with positive market values increased to €898 thousand (31 March 2024: €169 thousand).

4.2 Share-based payments

The Management Board members of Novem Group S.A. participate in a long-term incentive (Performance Share Plan) in the form of virtual shares. The Performance Share Plan is classified according to IFRS 2 as cash-settled share-based payment.

The Performance Share Plan is granted in annual tranches of virtual shares with a respective performance period of four years. Deviating from this, the performance period of the tranche 2021 started on the day of the listing of Novem Group S.A. (IPO) and will end on 31 March 2025. The second tranche (tranche 2022) started at the beginning of financial year 2022/23 and will end on 31 March 2026. The third tranche (tranche 2023) started at the beginning of financial year 2023/24 and will end on 31 March 2027. The fourth tranche (tranche 2024) started at the beginning of financial year 2024/25 and will end on 31 March 2028.

The conditionally granted number of virtual shares at the beginning of the performance period is calculated for each tranche by dividing a contractually defined individual target amount by the start share price of the share of Novem Group S.A. (arithmetic mean of the closing prices of the stock during the last 60 trading days prior to the start of the performance period).

The final number of virtual shares is determined by multiplying the total target achievement with the conditionally granted number of virtual shares. The total target achievement depends on the target achievement of the two financial figures relative Total Shareholder Return (70% weighting) and EBIT margin (30% weighting). Thereby, the target achievement of relative Total Shareholder Return and EBIT margin can range between 0% and 150%.

In order to determine the payout in cash, the final number of virtual shares is multiplied by the end share price of the share of Novem Group S.A. (arithmetic mean of the closing prices of the stock during the last 60 trading days prior to the end of the performance period) plus the sum of the dividends disbursed during the performance period. The payout is capped at 200% of the contractually defined individual target amount.

The first tranche of the Performance Share Plan was allocated to Management Board members of Novem Group S.A. for financial year 2021/22 and the number of conditionally granted virtual shares amounted to 40,826, resulting in a provision of €100 thousand as of 30 September 2024 (31 March 2024: €108 thousand).

The second tranche was awarded for financial year 2022/23 with a total number of 60,384 conditionally granted virtual shares, corresponding to a provision of €279 thousand as of 30 September 2024 (31 March 2024: €254 thousand).

The third tranche was awarded for financial year 2023/24 with a total number of 83,288 conditionally granted virtual shares, corresponding to a provision of €353 thousand as of 30 September 2024 (31 March 2024: €268 thousand).

The fourth tranche was awarded for financial year 2024/25 with a total number of 68,524 conditionally granted virtual shares, corresponding to a provision of €180 thousand as of 30 September 2024 (31 March 2024: €0).

These provisions have been included in Other liabilities.

In total, the expenses for financial year 2024/25 amounted to €282 thousand as of 30 September 2024 (PY: €168 thousand).

The fair value of the Performance Share Plan to calculate expenses and provisions was determined by using a Monte-Carlo-Simulation. The fair value and the inputs used in the assessment of the fair value as of 30 September 2024 can be found below:

Fair value per virtual share €2.44 €4.63 €4.64 €4.09
Expected target achievement for internal target
EBIT margin
100% 100% 100% 100%
Risk-free annual interest rate 3.1% 2.4% 2.1% 2.0%
Expected annual volatility 51.8% 43.9% 49.9% 48.9%
Remaining duration of performance period 0.5 years 1.5 years 2.5 years 3.5 years
Start share price
Novem Group S.A.
€16.46 €11.25 €9.06 €6.64
Performance period 19 Jul 21 –
31 Mar 25
1 Apr 22 –
31 Mar 26
1 Apr 23 –
31 Mar 27
1 Apr 24 –
31 Mar 28
Valuation as of 30 September 2024 Tranche 2021 Tranche 2022 Tranche 2023 Tranche 2024

For comparative purposes, the fair value and inputs used in the assessment of the fair value as of 31 March 2024 were as follows:

Valuation as of
31 March 2024
Tranche
2021
Tranche
2022
Tranche
2023
Performance
period
19 Jul 21 –
31 Mar 25
1 Apr 22 –
31 Mar 26
1 Apr 23 –
31 Mar 27
Start share price
Novem Group S.A.
€16.46 €11.25 €9.06
Remaining
duration of
performance
period
1.0 year 2.0 years 3.0 years
Expected annual
volatility
41.3% 49.7% 43.1%
Risk-free annual
interest rate
3.4% 2.8% 2.5%
Expected target
achievement for
internal target
EBIT margin
100% 100% 100%
Fair value per
virtual share
€2.96 €5.27 €5.10

4.3 Reporting by region

Revenue by surface

Europe Americas Asia
116,340 118,895 41,822
27,170 16,299 2,112
22,324 2,071 26
73,173 135,490 27,892
16,929 13,870 3,081
7,947 1,088 -

Revenue by business area

in € thousand Europe Americas Asia
HY 2023/24
Revenue Series 126,969 136,079 37,532
Revenue Tooling 38,864 1,186 6,429
HY 2024/25
Revenue Series 82,304 132,185 24,808
Revenue Tooling 15,745 18,263 6,165

Revenue by type of revenue recognition

in € thousand Europe
Americas
Asia
HY 2023/24
Goods and servi
ces transferred
over time
128,701 137,201 37,682
Goods and servi
ces transferred at
a point in time
37,133 64 6,278
HY 2024/25
Goods and servi
ces transferred
over time
82,730 132,660 24,856
Goods and servi
ces transferred at
a point in time
15,319 17,788 6,117

4.4 Reconciliation of information on reportable segments

The following table shows further information on the Adj. EBIT performance indicator, which is used to assess the performance of the operating segments:

Adjustments

Europe Americas Asia
in € thousand HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25
Restructuring 4,500 45 - - - -
Single impairments - 2,578 - - - -
Others 182 274 - - - -
Exceptional items 182 2,852 - - - -
Discontinued operations - - - - - -
Adjustments 4,682 2,897 - - - -

In the first half of financial year 2024/25, adjustments contained €45 thousand restructuring costs (PY: €4,500 thousand), €2,578 thousand of single impairments (PY: €0) and other adjustments, which are composed of €230 thousand related to severance payments (PY: €55 thousand) as well as €44 thousand resulting from pro ject costs (PY: €77 thousand). Adjustments for the first six months of financial year 2024/25 were lower than previous year, primarily due to a significant reduction in restructuring costs. In contrast, single impairments incurred in the first half of this financial year due to the insolvency of a business partner as described in section 2.3 .

2GROUP INTERIM MANAGEMENT REPORT

Segment Reporting

Europe Americas Asia Total segments Other/consolidation Group
in € thousand HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25 HY 2023/24 HY 2024/25
External revenue 165,834 98,048 137,265 150,449 43,960 30,972 347,059 279,470 - - 347,059 279,470
Revenue between
segments
19,102 26,621 27,241 36,059 7,530 9,486 53,872 72,165 -53,872 -72,165 - -
Total revenue 184,936 124,669 164,506 186,508 51,490 40,458 400,931 351,635 -53,872 -72,165 347,059 279,470
Adj. EBITDA 17,095 -536 28,826 37,646 8,546 5,126 54,467 42,236 - - 54,467 42,236
Depreciation and
amortisation
8,056 7,543 5,891 5,618 2,533 2,898 16,479 16,059 - - 16,479 16,059
Adj. EBIT 9,039 -8,079 22,935 32,028 6,013 2,228 37,988 26,177 - - 37,988 26,177
Adjustments 4,682 2,897 - - - - 4,682 2,897 - - 4,682 2,897
Operating Result (EBIT) 4,357 -10,975 22,935 32,028 6,013 2,228 33,306 23,280 - - 33,306 23,280

The amounts shown above in the Other/consolidation column include the elimination of transactions between the segments and specific items at group level that relate to the Group as a whole and cannot be allocated to the segments.

The following table shows the reconciliation of Adj. EBIT to EBIT and to earnings before taxes for the first half of the financial years 2023/24 and 2024/25:

in € thousand HY 2023/24 HY 2024/25
Adj. EBITDA 54,467 42,236
Depreciation and
amortisation
16,479 16,059
Adj. EBIT 37,988 26,177
Adjustments 4,682 2,897
EBIT 33,306 23,280
Finance income 3,278 2,568
Finance costs 12,408 10,785
Earnings before taxes 24,176 15,064

Adj. EBIT includes transactions with a one-off and nonrecurring nature that occurred in the ordinary course of business.

4.5 Leases

The Group is a lessee in various leases comprising land and buildings, technical equipment and machinery as well as items of operating and office equipment. The terms of the leases for land and buildings are typically between one and 18 years. Leases of technical equipment and machinery generally have a term of three years. The customary terms for leases for operating and office equipment are between one and 18 years. In some cases, Novem's leases also contain renewal options. The Group estimates that the potential future lease payments, if the renewal options not currently taken into account in the measurement of the lease

2GROUP INTERIM MANAGEMENT REPORT

liability were exercised, would result in expected additional future undiscounted lease payments of €42,032 thousand.

Some leases for land and buildings stipulate additional rent payments based on changes in local price indices.

The future cash out-flows from variable lease payments not included in the measurement of the lease liability amounted to €1,424 thousand (31 March 2024: €3,010 thousand). These essentially related to leases for buildings.

Further information on leases in which the Group is the lessee is presented below. There are no leases in which Novem is the lessor.

Right-of-use assets

Right-of-use assets 57,907 48,192
Other equipment, operating
and office equipment
5,543 4,747
Technical equipment and
machinery
26 22
Land and buildings 52,338 43,423
in € thousand Carrying
amount as
of 31 Mar 24
Carrying
amount as
of 30 Sep 24

Amounts recognised in profit and loss and cash flows

in € thousand HY 2023/24 HY 2024/25
Interest expense for lease
liabilities
498 885
Short-term lease expenses 1,433 796
Lease expenses for low value
assets except short-term
leases for low value assets
494 763
Expense for variable lease
payments not included in
the measurement of lease
liabilities
171 170
Total cash out-flow for leases 7,657 6,379

4.6 Related party transactions

Holding company

The direct holding company of the Group is Rokoko Automotive Holdings (Jersey) Limited, Jersey. During the first half of financial year 2024/25, there were no transactions or outstanding balances with Rokoko Automotive Holdings (Jersey) Limited, Jersey.

Related parties

According to IAS 24, the Group has to disclose specific information about transactions between the Group and other related parties. Balances and transactions between the Group and its fully consolidated subsidiaries, which constitute related parties within the meaning of IAS 24, have been eliminated in the course of consolidation and are therefore not commented on

in this note. The consolidated interim financial statements do not include any associated companies that are accounted for using the equity method.

During the first half of financial year 2024/25, no transactions occurred with direct and indirect shareholders.

Generally, a related party relationship exists with another company regarding the purchase of components such as base frames. The related party belongs to the same group of companies pursuant to IAS 24.9b (i). There was no transaction volume in the first half of financial year 2024/25 (PY: €106 thousand). There was no outstanding balance in both periods. All outstanding balances and transactions with this related party are priced on an arm's length basis and are to be settled in cash within two months. None of the balances are secured. No guarantees have been given or received.

For the remuneration of and other transactions with key management personnel constitute related party transactions pursuant to IAS 24, please refer to section 4.2.

4.7 Subsequent events

There were no events or developments that could have materially affected the measurement and presentation of the Group's assets and liabilities as of 30 September 2024.

CONTENTS

OVERVIEW

Responsibility statement

We, Markus Wittmann (Chief Executive Officer), Maria Eichinger (Manager Consolidation), Benjamin Retzer (Chief Financial Officer), Mathias Rieger (Director Inter nal Audit) and Florian Sandner (Chief Operating Officer), confirm, to the best of our knowledge, that the con solidated interim financial statements which have been prepared in accordance with the International Finan cial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Novem Group S.A. and the undertakings included in the consolidation taken as a whole and that the Group Interim Manage ment Report includes a fair review of the development and performance of the business and the position of the Novem Group S.A. and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Luxembourg, 14 November 2024

Novem Group S.A. Management Board

Markus Wittmann Maria Eichinger

Benjamin Retzer Mathias Rieger

Florian Sandner

CONTENTS

2GROUP INTERIM

MANAGEMENT REPORT

ADDITIONAL INFORMATION

4 NOTES TO

ADDITIONAL INFORMATION

Financial calendar

06 February 2025 Q3 2024/25 Results
28 May 2025 FY 2024/25 Preliminary Results
26 June 2025 Annual Report 2024/25

All information is constantly updated and available. Please visit the investor section on the Company website: https://ir.novem.com

Contact

Investor Relations [email protected]

Date of publication

14 November 2024

2GROUP INTERIM MANAGEMENT REPORT

NOVEM HY 2024/25 INTERIM STATEMENT 36 1 3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

INTERIM STATEMENTS

Glossary

Adj. EBIT is defined as EBIT as adjusted for certain adjustments which management considers to be nonrecurring in nature, as Novem believes such items are not reflective of the ongoing performance of the business.

Adj. EBIT margin is defined as Adj. EBIT divided by revenue.

Adj. EBITDA is defined as profit for the year before income tax result, financial result and amortisation, depreciation and write-downs as adjusted for certain adjustments which management considers to be nonrecurring in nature, as Novem believes such items are not reflective of the ongoing performance of the business.

Adj. EBITDA margin is defined as Adj. EBITDA divided by revenue.

Capital expenditure is defined as the sum of cash paid for investments in property, plant and equipment and cash paid for investments in intangible assets exclud ing currency translation effects.

EBIT is defined as profit for the year before income tax result and financial result.

EBITDA is defined as profit for the year before income tax result, financial result and amortisation and depreciation.

FAAC stands for Financial assets measured at amor tised cost.

FAFVTPL stands for Financial assets measured at fair value through profit or loss.

FLAC stands for Financial liabilities measured at amor tised cost.

FLFVTPL stands for Financial liabilities measured at fair value through profit or loss.

Free cash flow is defined as the sum of cash flow from operating and investing activities.

Gross financial debt is defined as the sum of liabilities to banks and lease liabilities.

Net financial debt is defined as gross financial debt less cash and cash equivalents.

Net leverage ratio is defined as the ratio of net financial debt to Adj. EBITDA.

Total operating performance is defined as the sum of revenue and increase or decrease in finished goods.

Total working capital is defined as the sum of inven tories, trade receivables and contract assets excluding expected losses less trade payables, tooling received advance payments received and other provisions related to tooling.

Trade working capital is defined as the sum of inven tories non-tooling and trade receivables related to nontooling less trade payables related to non-tooling.

2GROUP INTERIM MANAGEMENT REPORT

NOVEM HY 2024/25 INTERIM STATEMENT 37 1 3CONSOLIDATED INTERIM FINANCIAL STATEMENTS

INTERIM STATEMENTS

CONTENTS

Disclaimer

Novem Group S.A. (the "Company") has prepared this statement solely for your information. It should not be treated as giving investment advice. Neither the Com pany, nor any of its directors, officers, employees, direct or indirect shareholders and advisors nor any other per son shall have any liability whatsoever for any direct or indirect losses arising from any use of this statement. While the Company has taken all reasonable care to ensure that the facts stated in this statement are accurate and that the opinions contained in it are fair and reasonable, this statement is selective in nature. Any opinions expressed in this statement are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information contained in this state ment. Where this statement quotes any information or statistics from any external source, you should not interpret that the Company has adopted or endorsed such information or statistics as being accurate. This statement contains forward-looking statements, which involve risks, uncertainties and assumptions that could cause actual results, performance or events to differ materially from those described in, or expressed or implied by, such statements. These statements reflect the Company's current knowledge and its expectations and projections about future events and may be identi fied by the context of such statements or words such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "project" and "target". No obligation is assumed to update any such statement. Numbers were rounded to one decimal. Due to rounding, the numbers presented may not add up precisely to the totals provided.

2GROUP INTERIM MANAGEMENT REPORT

Novem Group S.A. 19, rue Edmond Reuter | 5326 Contern | Luxembourg

Email: [email protected] www.novem.com

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