Quarterly Report • May 14, 2025
Quarterly Report
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| Interim consolidated statement of financial position 5 |
|---|
| Interim consolidated income statement 6 |
| Interim consolidated statement of comprehensive income 7 |
| Interim consolidated statement of cash flows 8 |
| Interim statement of changes in the net consolidated equity 9 |
| Explanatory Notes to the Interim Condensed Consolidated Financials as of March 31, 2025 11 |
| A. General information 12 |
| B. Notes to the main Financial Statement items – Income Statement 20 |
| C. Notes to the main Financial Statement items – Statement of financial position - Assets 26 |
| D. Notes to the main Financial Statement items – Statement of financial position – Equity and liabilities 34 |
| E. Financial Risks 42 |
| F. Segment reporting 44 |
| G. Related Party Transactions 47 |
| H. Non-recurring events 50 |
| I. Commitments and contingent liabilities 51 |
| J. Events after the reporting date 52 |

| As of March | Of which | As of | Of which | ||||
|---|---|---|---|---|---|---|---|
| Notes | 31, 2025 | Related | December | Related | |||
| Assets | parties 31, 2024 parties (in € thousands) |
||||||
| Goodwill and other intangible assets | 16 | 110,987 | 115,959 | ||||
| Property, plant and equipment | 17 | 293,928 | 291,784 | ||||
| Equity-accounted investees | 18 | 236,751 | 236,751 | ||||
| Financial assets, including derivatives | 19 | 5,212 | 4,592 | ||||
| Deferred tax assets | 15,961 | 15,473 | |||||
| Other receivables | 24 | 8,148 | 52 | 6,803 | 52 | ||
| Total non-current assets | 670,987 | 671,362 | |||||
| Inventory | 20 | 259,576 | 255,452 | ||||
| Financial assets, including derivatives | 19 | 9,000 | 10,510 | ||||
| Current tax assets | 21 | 8,323 | 9,719 | ||||
| Construction contracts assets | 22 | 45,888 | 2,137 | 44,961 | 2,350 | ||
| Trade receivables | 23 | 174,477 | 39,283 | 173,522 | 43,857 | ||
| Other receivables | 24 | 52,734 | 3 | 42,079 | 7 | ||
| Cash and cash equivalents | 25 | 179,146 | 215,857 | ||||
| Total current assets | 729,144 | 752,100 | |||||
| Total assets | 1,400,131 | 1,423,462 | |||||
| Liabilities | |||||||
| Equity attributable to the parent | 951,819 | 946,527 | |||||
| Equity attributable to non-controlling interests | 8,055 | 7,256 | |||||
| Total Equity | 26 | 959,874 | 953,783 | ||||
| Employee benefits | 27 | 25,191 | 25,935 | ||||
| Provisions for risks and charges | 28 | 2,592 | 2,746 | ||||
| Deferred tax liabilities | 5,162 | 6,022 | |||||
| Financial liabilities, net of current portion | 29 | 138,371 | 140,638 | ||||
| Trade payables | 30 | 2 | 2 | ||||
| Other payables | 32 | 2,967 | 48 | 2,870 | 47 | ||
| Total non-current liabilities | 174,285 | 178,213 | |||||
| Provisions for risks and charges | 28 | 17,683 | 17,131 | ||||
| Financial liabilities, current portion | 29 | 21,755 | 18,948 | ||||
| Construction contracts liabilities | 22 | 13,154 | 8,547 | ||||
| Trade payables | 30 | 86,520 | 564 | 116,799 | 589 | ||
| Income tax payable | 31 | 19,724 | 24,234 | ||||
| Other payables | 32 | 107,136 | 52,574 | 105,807 | 56,392 | ||
| Total current liabilities | 265,972 | 291,466 | |||||
| Total equity and liabilities | 1,400,131 | 1,423,462 |
| First three months ended March 31 | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2025 | Of which Related parties |
2024 | Of which Related parties |
|||
| (in € thousands) | |||||||
| Revenues | 4 | 200,396 | 50,500 | 189,131 | 45,609 | ||
| Change in inventory of finished goods and work in progress | 5 | 10,381 | 2,679 | ||||
| Other income | 6 | 4,084 | 175 | 1,325 | 166 | ||
| Costs for raw materials, consumables, supplies and goods | 7 | (88,337) | (34) | (74,802) | (54) | ||
| Personnel expenses | 8 | (40,470) | (2,037) | (37,840) | (1,633) | ||
| Costs for services | 9 | (44,455) | (592) | (42,703) | (1,136) | ||
| Other operating expenses | 10 | (2,078) | (1,635) | ||||
| Amortization and depreciation | 16 – 17 | (9,102) | (8,186) | ||||
| (Impairment)/write-backs of non-current assets and net accrual of provisions for risks and charges |
11 | (3,547) | (436) | ||||
| Operating profit | 26,872 | 27,533 | |||||
| Share of profit of equity-accounted investees | - | - | |||||
| Finance income | 12 | 5,434 | 4,189 | ||||
| Finance expenses | 13 | (7,615) | (4,523) | ||||
| Profit before tax | 24,691 | 27,199 | |||||
| Income tax expense | 14 | (8,723) | (9,181) | ||||
| Profit for the period | 15,968 | 18,018 | |||||
| Attributable to: | |||||||
| Owners of the parent | 15,801 | 17,880 | |||||
| Non-controlling interests | 167 | 138 | |||||
| Basic earnings per share (in Euro) | 15 | 0.08 | 0.09 | ||||
| Diluted earnings per share (in Euro) | 15 | 0.08 | 0.09 |
| First three months ended March 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in € thousands) | ||||
| Profit for the period | 15,968 | 18,018 | ||
| Items that will not be reclassified to profit or loss: | ||||
| Revaluation of net (liabilities)/assets on defined benefit obligations | (1) | - | ||
| Tax effect on items that will not be reclassified to profit and loss | - | - | ||
| Total items that will not be reclassified to profit or loss, net of the tax effect (A) | (1) | - | ||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Effective portion of the change in fair value of financial instruments hedging cash flows |
- | - | ||
| Change in fair value of financial assets | (9) | 158 | ||
| Translation reserve | (10,920) | 392 | ||
| Tax effect on items that may be reclassified subsequrently to profit and loss | 3 | (41) | ||
| Total items that may be reclassified subsequently to profit or loss, net of the tax effect (B) |
(10,926) | 509 | ||
| Total other comprehensive income net of the tax effects (A) + (B) | (10,927) | 509 | ||
| Total comprehensive income | 5,041 | 18,527 | ||
| Attributable to: | ||||
| Owners of the parent | 5,042 | 18,257 | ||
| Non-controlling interests | (1) | 270 |
| First three months ended March 31 | |||||
|---|---|---|---|---|---|
| Of which | Of which | ||||
| Notes | 2025 | Related | 2024 | Related | |
| parties | parties | ||||
| (in € thousands) | |||||
| Cash flows from operating activities | |||||
| Profit for the period | 26 | 15,968 | 18,018 | ||
| Adjustments for: | |||||
| Amortization and depreciation | 16-17 | 9,102 | 8,186 | ||
| Finance expenses | 13 | 7,615 | 4,523 | ||
| Finance income | 12 | (5,434) | (4,189) | ||
| (Gains) losses on the sale of property, plant and equipment and intangible assets |
16-17 | (840) | (1) | ||
| Income tax expense | 14 | 8,723 | 9,181 | ||
| Share based payments | 8 - 26 | 250 | 192 | 183 | 146 |
| Change in inventory | 20 | (7,870) | (14,594) | ||
| Change in trade receivables and construction contracts | 22-23 | (1,516) | 4,787 | (20,256) | (14,862) |
| Change in trade payables | 30 | (28,962) | (25) | (11,457) | 588 |
| Change in other receivables/payables | 24-32 | (9,883) | (920) | (5,889) | 2 |
| Change in provisions and employee benefits | 27-28 | 213 | (874) | ||
| Cash flows generated (used in) by operating activities | (12,634) | (17,169) | |||
| Interest and other finance expenses paid | 13 | (3,510) | (3,897) | ||
| Interest and other finance income collected | 12 | 4,451 | 2,105 | ||
| Income taxes paid | 14 | (14,756) | (5,350) | ||
| Net cash flows generated by (used in) operating activities | (26,449) | (24,311) | |||
| Cash flows from investing activities | |||||
| Sale of property, plant and equipment and intangible assets | 16-17 | 1,036 | 371 | ||
| Investments in property, plant and equipment | 16-17 | (11,415) | (10,301) | ||
| Investments in intangible assets | 16-17 | (1,262) | (1,212) | ||
| (Investment in)/Disposal of financial activities | 19 | 615 | 2,062 | ||
| Net cash flows generated by (used in) investing activities | (11,026) | (9,080) | |||
| Cash flows from financing activities | |||||
| Share capital increase | 26 | 800 | 500 | ||
| Treasury shares buy-back | 26 | - | (22,458) | ||
| New loans | 29 | 3,116 | 11,977 | ||
| Repayments of loans | 29 | (254) | (6) | ||
| Lease payments | 29 | (944) | (993) | ||
| Increase (decrease) in other financial liabilities | 29 | (2) | (2) | ||
| Net cash flows generated by (used in) financing activities | 2,716 | (10,982) | |||
| Net increase (decrease) in cash and cash equivalents | (34,759) | (44,373) | |||
| Cash and cash equivalents as of January 1 | 215,857 | 198,491 | |||
| Exchange rate gains/(losses) | (1,952) | (13) | |||
| Cash and cash equivalents as of March 31 | 25 | 179,146 | 154,105 |
| (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, 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) | - | - | - |
| Buy of Treasury Shares |
- | - | - | - | - | (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 |
| 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 |
| Balance as of December 31, 2024 |
18,268 | 3,654 | 223,405 | 657,919 | (9,696) | (30,399) | 83,376 | 946,527 | 7,256 | 953,783 |
|---|---|---|---|---|---|---|---|---|---|---|
| Transactions with shareholders: Share capital increase |
- | - | - | - | - | - | - | - | 800 | 800 |
| Allocation of profit for 2024 |
- | - | - | 83,376 | - | - | (83,376) | - | - | - |
| Other movements – Share based payments |
- | - | - | - | - | 250 | - | 250 | - | 250 |
| Comprehensive income statement: |
||||||||||
| Profit for the period |
- | - | - | - | - | - | 15,801 | 15,801 | 167 | 15,968 |
| Revaluation of net (liabilities)/assets on defined benefit obligations |
- | - | - | - | - | (1) | - | (1) | - | (1) |
| Change in fair value of financial assets |
- | - | - | - | - | (6) | - | (6) | - | (6) |
| Translation reserve |
- | - | - | - | (10,752) | - | - | (10,752) | (168) | (10,920) |
| Balance as of March 31, 2025 |
18,268 | 3,654 | 223,405 | 741,295 | (20,448) (30,156) | 15,801 | 951,819 | 8,055 | 959,874 |
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, with registered office at Via Bistolfi 35 - Milan, Italy.
The Group was founded by the engineer Oronzio De Nora and prides itself of more than 100 years in the electrochemical 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, 2025 (hereinafter the "Condensed Consolidated Interim Financial Statements") were approved by the Company's Board of Directors on May 13, 2024.
The Company has been listed on Euronext Milan since June 30, 2022.
The De Nora share closed the first three months of 2025 at €6.215 per share, down compared to the figure as at January 2, 2025 of €7.770. The evolution of the share in the quarter generally reflected the performance of the main pureplayers active in the green hydrogen sector. During the first three months of the year, this sector was affected by the continuous slowdowns of the clean-tech market and global geopolitical developments, with particular reference to the effects of the presidential elections in the USA which further slowed down the development opportunities of the overseas segment.
During the quarter, the share showed high volatility in the months between February and March. In particular, in March, the decline in prices reflected the revisions of the Group's medium-term guidance, which incorporated the limited visibility, in the short term, relating to the development of the hydrogen market.
Compared to the main Italian stock indices, the share reported a negative relative performance in the quarter, while it recorded a positive relative performance compared to the main pure-players of hydrogen (see the graph below), supported by the profitability and development prospects of traditional businesses such as Electrode Technologies and Water Technologies, as well as by the solidity of the financial structure.
During the quarter, the average daily trading volumes (number of shares) were equal to approximately 321,000 with an average daily value of approximately €2.46 million.
As of April 30, 2025, the De Nora share is covered by seven financial analysts (3 Buy, 4 Neutral) belonging to various national and international brokers. The average target price expressed by the analysts as of April 30, 2025 was equal to Euro 9.3.
| Industrie De Nora share - Euronext Milan | Period January 1, 2025 - March 31, | ||||
|---|---|---|---|---|---|
| (Euro) | 2025 | ||||
| Beginning of period (January 2, 2025) | 7.770 | ||||
| Maximum (1) (March 18, 2025) | 10.040 | ||||
| Minimum (March 31, 2025) | 6.215 | ||||
| Average | 7.750 | ||||
| End of period (March 31, 2025) | 6.215 | ||||
| Capitalization (2) at March 31, 2025 – € million | 1,253 | ||||
(1) Maximum, Minimum and Average values based on daily closing prices
(2) Total capitalization is calculated as follows: (number of ordinary shares + number of multiple voting shares) multiplied by the price of ordinary shares.
Performance of Industrie De Nora shares during the first three months of 2025 (January 1, 2025 – March 31, 2025), compared with indices Italian FTSE Italia Mid Cap, S&P Clean Tech, FTSE Water Technologies, FTSE Alternative Energies, MSCI Industrial CapitalGoods



| Share Capital of Industrie De Nora S.p.A. as at March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Number of voting rights | |||||||
| Share capital (Euro) | 18,268,203.90 | 18,268,203.90 | ||||||
| Total shares | 201,685,174 | 502,647,564 | ||||||
| Ordinary shares | 51,203,979 | 51,203,979 | ||||||
| Multiple voting shares (1) | 150,481,195 | 451,443,585 |
(1) 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. The multiple voting shares grant 3 votes at the shareholders' meeting.
The De Nora Group has prepared these Condensed Consolidated Interim Financial Statements 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, 2024 and in effect as of March 31, 2025, in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union, 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, 2024, prepared in accordance with IFRS and approved by the Board of Directors on March 18, 2025.
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, 2025 are compared with the consolidated statement of financial position as of December 31, 2024. 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, 2025, are compared with the respective amounts for the three months ended March 31, 2024.
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:
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:
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 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 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:
With regard to the accounting standards and amendments applicable from January 1, 2025 and to the accounting standards and amendments that are not yet applicable, they are already described in the Consolidated Financial Statements at 31 December 2024 to which reference should be made. There aren't substantial updates.
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, 2025, the financial statements of the companies in which the Company directly or indirectly has control have been consolidated using the "full consolidation method", by fully including 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, 2025 are as follows:
| Company | Registered office |
Functional currency |
Share Capital as of 31.03.2025 | Interest % De Nora Group |
Consolidation method |
||
|---|---|---|---|---|---|---|---|
| in currency | in Euro | As of 31.03.2025 |
As of 31.12.2024 |
||||
| 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 | 574,555.47 € | 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 | 556,930.69 € | 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 | 11,886.36 € | 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 BRL | 1,545,787.99 € | 100% | 100% | line-by-line |
| De Nora Elettrodi (Suzhou) Co., Ltd – CHINA: |
No. 113 Longtan Road,Suzhou Industrial Park 215126, CHINA |
CNY | \$25,259,666.00 | 23,356,140.54 € | 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 | 1,912,240.89 € | 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 | 127,482.72 € | 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 AED | 62,943.75 € | 100% | 100% | line-by-line |
| De Nora Italy Hydrogen Technologies S.r.l. - ITALY |
Via L.Bistolfi, 35 - 20134 Milan - ITALY |
Euro | 3,910,000.00 € | 3,910,000.00 € | 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 | 9,095,381.63 € | 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 | - | 0.00 € | 100% | 100% | line-by-line |
| *De Nora Water Technologies LLC – USA: |
3000 Advance Lane 18915 - Colmar - PA - U.S.A. |
USD | \$968,500.19 | 895,515.66 € | 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 | 2,139,281.89 € | 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 | 1.20 € | 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 | 988,983.80 € | 100% | 100% | line-by-line |
| *De Nora Neptune LLC – USA |
305 South Main Street, Fort Stockton, Texas 76735 - U.S.A. |
USD | - | 0.00 € | 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 | 3,215,672.68 € | 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 | 288,716.94 € | 25.85% | 25.85% | equity |
| *thyssenkrupp nucera Arabia for Contracting LLC |
SAUDI ARABIA | SAR | 2.000.000 SAR | 503,550.03 € | 25.85% | 25.85% | equity |
| *Thyssenkrupp Nucera Japan Ltd. |
JAPAN | JPY | ¥150,000,000.00 | 928,217.82 € | 25.85% | 25.85% | equity |
| *Thyssenkrupp nucera (Shanghai) Co., Ltd |
CHINA | CNY | ¥20,691,437.50 | 2,637,800.85 € | 25.85% | 25.85% | equity |
| *Thyssenkrupp Nucera USA Inc. |
U.S.A. | USD | \$700,000.00 | 647,249.19 € | 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 | ₹ 71,940.00 | 778.61 € | 25.85% | 25.85% | equity |
| *thyssenkrupp nucera HTE GmbH |
GERMANY | Euro | 25,000.00 € | 25,000.00 € | 25.85% | - | equity |
| TK Nucera Management AG |
GERMANY | Euro | 50,000.00 € | 50,000.00 € | 34% | 34% | equity |
(*): indirect stake of Industrie De Nora S.p.A.
It should be noted that the scope of consolidation as of March 31, 2025 is unchanged compared to December 31, 2024.
The following table summarises the exchange rates used to convert the financial statements of companies with functional currency other than the Euro for the periods indicated.
| Average exchange rate for the | Exchange rate at | |||
|---|---|---|---|---|
| First three months ended March 31, 2025 |
First three months ended March 31, 2024 |
March 31, 2025 | December 31, 2024 | |
| Currency | ||||
| US Dollar | 1.0523 | 1.0858 | 1.0815 | 1.0389 |
| Japanese Yen | 160.4525 | 161.1500 | 161.6000 | 163.0600 |
| Indian Rupee | 91.1378 | 90.1551 | 92.3955 | 88.9335 |
| Chinese Yuan Renminbi | 7.6551 | 7.8048 | 7.8442 | 7.5833 |
| Brazilian Real | 6.1647 | 5.3752 | 6.2507 | 6.4253 |
| GB Pound | 0.8357 | 0.8563 | 0.8354 | 0.8292 |
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, 2024 to which reference is therefore made, except for the adjustments required by the nature of the interim reporting.
The Group has not early adopted any standard, interpretation or improvement issued but not yet in effect.
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, 2024 to which reference is therefore made.
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.
The following table details revenues from contracts with customers by type for the three-month periods ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Sales of electrodes | 110,914 | 96,262 |
| Sales of systems | 5,502 | 8,789 |
| After-market and other sales | 66,235 | 63,701 |
| Change in construction contracts | 17,745 | 20,379 |
| Total | 200,396 | 189,131 |
Revenues for the three months ended March 31, 2025 amounted to Euro 200,396 thousand (Euro 189,131 thousand for the three months ended March 31, 2024). The overall increase of Euro 11,265 thousand (or 6%, instead 4.8% at constant exchange rates 1) is mainly attributable to the increase in those relating to the Electrode Technologies segment (+15.3%), with revenues in the first three months of 2025 equal to Euro 106.8 million compared to Euro 92.7 million in the first three months of 2024. The Water Technologies segment also shows overall growth in revenues, with revenues in the first three months of 2025 equal to Euro 75.9 million compared to Euro 69.9 million in the first three months of 2024. The Energy Transition segment instead records a temporary contraction in revenues, achieving revenues of Euro 17.7 million in the first three months of 2025, -33.5% compared to revenues of Euro 26.6 million achieved in the same period of the previous financial year..
Revenue is analyzed in detail, by geographical area, here below:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Europe, Middle East, India and Africa (EMEIA) | 61,912 | 69,822 |
| North and Latin Americas (AMS) | 67,005 | 56,830 |
| Asia and South Pacific (APAC) | 71,479 | 62,479 |
| Total | 200,396 | 189,131 |
For the three-month periods ended March 31, 2025, almost all of the obligations to be fulfilled by the Group refer to contracts with a duration of less than 12 months.
For the three months ended March 31, 2025, the Group had a positive change in inventories of semi-finished and finished products of Euro 10,381 thousand (Euro 2,679 thousand for the three months ended March 31, 2024).
1 Determined by converting data in currencies other than the Euro for the three months ended March 31, 2025 at historical exchange rates for the three months ended March 31, 2024.
20 CONSOLIDATED FINANCIAL STATEMENTS
The table below shows the detail of other income for the three-month periods ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Sundry income | 1,336 | 1,057 |
| R&D grants | 1,824 | 208 |
| R&D income | 29 | 25 |
| Gain on sale of non-current assets | 877 | 0 |
| Insurance refund | 18 | 35 |
| Total | 4,084 | 1,325 |
Other income mainly refers to income from ancillary operations.
R&D grants for the first three months of 2025 include Euro 1,516 thousand booked by De Nora Italy Hydrogen Technologies S.r.l. relating to IPCEI funds from the Ministry of Enterprise and Made in Italy, for the construction in progress of the Italian Gigafactory.
Gain on sale of non-current assets are essentially related to the sale of machinery by U.S. subsidiary De Nora Neptune LLC.
The table below shows the cost for raw materials, consumables, supplies and goods for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Purchase of raw materials | 66,255 | 64,238 |
| Change in inventory | 658 | (12,682) |
| Purchase of semi-finished and finished goods | 16,006 | 18,488 |
| Purchase of consumables and supplies | 4,794 | 4,147 |
| Purchase of packaging material | 597 | 599 |
| Other purchases and related charges | 27 | 12 |
| Total | 88,337 | 74,802 |
Costs for raw materials, consumables, supplies and goods for the three months ended March 31, 2025, amounted to Euro 88,337 thousand, increased by Euro 13,535 thousand compared to Euro 74,802 thousand for the three months ended March 31, 2024, mainly as a consequence of the described increase in revenues.
Costs for raw materials, consumables, supplies and goods are shown net of capitalized costs, amounting to Euro 528 thousand in the first three months of 2025 (Euro 734 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.
The table below shows the detail of personnel expenses for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Wages and salaries | 31,242 | 29,074 |
| Social security contributions | 8,006 | 7,181 |
| Post-employment benefits and other pension plans | 637 | 630 |
| Other personnel net (income)/expenses | 585 | 955 |
| Total | 40,470 | 37,840 |
Personnel expenses amounted to Euro 40,470 thousand for the three months ended March 31, 2025 with an increase compared to the first three month ended March 31, 2024 of Euro 2,630 (Euro 37,840 thousand for the three months ended March 31, 2024) mainly due to the increase of headcount. The following table shows the average number of Group employees for the three months ended March 31, 2025 and 2024.
| First three months ended March 31 | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Average number of employees | 2,078 | 2,028 |
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 cost posted in the income statement in the three months ended March 31, 2025 under personnel expenses amounts to Euro 250 thousand, (Euro 183 thousand for the same period of the previous year) recognized with a corresponding balancing entry in Other reserves in Equity.
"Other personnel net expenses/(income)" amounting to Euro 585 thousand (Euro 955 thousand for the three months ended March 31, 2024), 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 632 thousand in the first three months of 2025 (Euro 740 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.
The table below shows the detail of costs for services for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | |||
|---|---|---|---|
| 2025 | 2024 | ||
| (in € thousands) | |||
| Outsourcing expenses | 16,744 | 15,453 | |
| Consultancies: | |||
| - Production and technical assistance | 3,366 | 5,382 | |
| - Selling | 82 | 25 | |
| - Legal, tax, administrative and ICT | 3,519 | 3,121 | |
| Utilities/Phone expenses | 2,967 | 3,013 | |
| Maintenance expenses | 5,144 | 5,063 | |
| Travel expenses | 2,051 | 1,931 | |
| R&D expenses | 174 | 681 | |
| Statutory auditors' fees | 32 | 31 | |
| Insurance | 1,084 | 1,072 | |
| Rents and other lease expenses | 976 | 639 | |
| Commissions and royalties | 931 | 1,300 | |
| Freight | 4,508 | 2,321 | |
| Waste disposal, office cleaning and security | 1,096 | 888 | |
| Promotional, advertising and marketing expenses | 134 | 214 | |
| Patents and trademarks | 268 | 255 | |
| Canteen, training and other personnel expenses | 1,012 | 972 | |
| Board of Directors' fees | 367 | 342 | |
| Total | 44,455 | 42,703 |
Costs for services amounted to Euro 44,455 thousand for the three months ended March 31, 2025, with an overall increase by Euro 1,752 thousand compared to the first three months of 2024, and they are mainly related to outsourcing expenses, consultancies, utilities, maintenance and transport costs.
The table below shows the detail of other operating expenses for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Indirect taxes and duties | 1,607 | 1,502 |
| Losses on sale of non-current assets | 36 | - |
| Losses on receivables (not covered by utilization of bad debt provision) | - | 1 |
| Other expenses | 435 | 132 |
| Total | 2,078 | 1,635 |
Other operating expenses amounted to Euro 2,078 thousand for the three months ended March 31, 2025 (Euro 1,635 thousand for the three months ended March 31, 2024).
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, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Net accrual/(release) of provisions for risks and charges | 2,870 | 475 |
| Net accrual/(relesae) of bad debt provision | 677 | (39) |
| Total | 3,547 | 436 |
There aren't Impairment or write back of non-current assets both in the three months ended March 31, 2025 and in the comparison period.
The table below shows the detail of finance income for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | |||
|---|---|---|---|
| 2025 | 2024 | ||
| (in € thousands) | |||
| Exchange rate gains | 3,813 | 2,906 | |
| Fair value adjustment on financial instruments | 504 | - | |
| Income from non-current financial assets | 101 | 236 | |
| Interest from banks/financial receivables | 843 | 1,036 | |
| Interest on trade receivables | - | 11 | |
| Other finance income | 173 | - | |
| Total | 5,434 | 4,189 |
The table below shows the detail of finance expenses for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| (in € thousands) | ||
| Bank interest and interest on loans and borrowings | 1,316 | 1,611 |
| Exchange rate losses | 5,496 | 1,564 |
| Fair value adjustment on financial instruments | - | 697 |
| Finance expenses on personnel costs | 357 | 110 |
| Bank fees | 196 | 201 |
| Other finance expenses | 250 | 340 |
| Total | 7,615 | 4,523 |
The table below shows the detail of income tax expense for the three months ended March 31, 2025 and 2024:
| First three months ended March 31 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| (in € thousands) | |||||
| Current taxes | 10,072 | 8,444 | |||
| Deferred taxes | (1,496) | 729 | |||
| Prior years taxes | 147 8 |
||||
| Total | 8,723 | 9,181 |
The following table show the basic and diluted earnings per share for the three months ended March 31, 2025 and 2024.
| 2025 | 2024 |
|---|---|
| 15,801 | 17,880 |
| 199,597,777 | |
| 0.08 | 0.09 |
| 199,641,608 0.09 |
|
| 198,698,934 198,747,841 0.08 |
The table below shows the breakdown and changes in intangible assets for the three months ended March 31, 2025:
| 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, 2024 |
68,699 | 16,077 | 42,182 | 45,750 | 53,226 | 20,090 | 9,465 | 3,278 | 258,767 |
| Increase | - | 90 | 4 | - | - | - | - | 1,168 | 1,262 |
| Decrease | - | - | - | - | - | - | - | (1) | (1) |
| Impairment | - | - | - | - | - | - | - | - | - |
| Reclassifications/other changes |
- | 37 | 525 | - | - | - | 5 | (625) | (58) |
| Translation differences | (2,606) | 18 | (817) | (744) | (1,725) | (665) | (221) | (26) | (6,786) |
| Historical cost at March 31, 2025 |
66,093 | 16,222 | 41,894 | 45,006 | 51,501 | 19,425 | 9,249 | 3,794 | 253,184 |
| Accumulated amortization as at December 31, 2024 |
- | 15,065 | 34,469 | 34,681 | 41,840 | 10,756 | 5,997 | - | 142,808 |
| Increase | - | 173 | 918 | 373 | 299 | 776 | 144 | - | 2,683 |
| Decrease | - | - | - | - | - | - | - | - | - |
| Reclassifications/other changes |
- | - | - | - | - | - | - | - | - |
| Translation differences | - | 14 | (663) | (708) | (1,461) | (325) | (151) | - | (3,294) |
| Accumulated amortization as at March 31, 2025 |
- | 15,252 | 34,724 | 34,346 | 40,678 | 11,207 | 5,990 | - | 142,197 |
| Net carrying value as at December 31, 2024 |
68,699 | 1,012 | 7,713 | 11,069 | 11,386 | 9,334 | 3,468 | 3,278 | 115,959 |
| Net carrying value as at March 31, 2025 |
66,093 | 970 | 7,170 | 10,660 | 10,823 | 8,218 | 3,259 | 3,794 | 110,987 |
Investments in intangible assets for the first three months 2025 amounted to Euro 1,262 thousand and mainly refer to:
The following table shows the breakdown and changes in property, plant and equipment for the three months ended March 31, 2025:
| 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, 2024 |
42,944 | 114,907 | 156,371 | 22,654 119,224 | 28,005 | 26,073 | 1,932 | 39,933 | 524,038 | |
| Increase | - | 11 | 149 | 2 | 880 | 467 | 322 | 145 | 10,373 | 11,882 |
| Decrease | - | - | (1,062) | (42) | (174) | (961) | (931) | (30) | (34) | (2,273) |
| Impairment | - | - | - | - | - | - | - | - | - | - |
| Reclassifications/other changes |
- | 635 | 2,908 | 266 | - | - | - | - | (3,317) | 492 |
| Translation differences |
(24) | (1,938) | (1,994) | (343) | (310) | (263) | (240) | (23) | (383) | (5,255) |
| Historical cost at March 31, 2025 |
42,920 | 113,615 | 156,372 | 22,537 119,620 | 27,248 | 25,224 | 2,024 | 46,572 | 528,884 | |
| Accumulated depreciation as at December 31, 2024 |
10 | 42,305 | 70,115 | 15,977 | 95,958 | 7,889 | 7,261 | 628 | - | 232,254 |
| Increase | - | 1,061 | 2,568 | 443 | 1,334 | 1,013 | 897 | 116 | - | 6,419 |
| Decrease | - | - | (982) | (40) | (95) | (961) | (931) | (30) | - | (2,078) |
| Reclassifications/other changes |
- | - | 379 | - | - | - | - | - | - | 379 |
| Translation differences |
- | (602) | (918) | (254) | (111) | (133) | (127) | (6) | - | (2,018) |
| Accumulated depreciation as at March 31, 2025 |
10 | 42,764 | 71,162 | 16,126 | 97,086 | 7,808 | 7,100 | 708 | - | 234,956 |
| Net carrying value as at December 31, 2024 42,934 |
72,602 | 86,256 | 6,677 | 23,266 | 20,116 | 18,812 | 1,304 | 39,933 | 291,784 | |
| Net carrying value as at March 31, 2025 |
42,910 | 70,851 | 85,210 | 6,411 | 22,534 | 19,440 | 18,124 | 1,316 | 46,572 | 293,928 |
Additions to property, plant and equipment amounted to Euro 11,882 for the first three months 2025. In particular, investments in property, plant and equipment excluding increases in right of use of property, plant and equipment amounted to Euro 11,415 thousand and mainly refer to:
(v) assets under construction and advance payments amounting to Euro 10,373 thousand, which refer for Euro 4,851 thousand to plant and machinery aimed to the technological renewal and the planned production capacity expansion mainly in Germany, China and United States, for Euro 5,257 thousand to buildings mainly in Italy and United States, for Euro 246 thousand to other tangible assets under construction and for Euro 19 thousand to advance payments
The decrease in property, plant and equipment for a total of Euro 2,273 thousand (Euro 195 thousand net of the related accumulated depreciation) mainly refer to the disposal of machinery by the US subsidiary De Nora Neptune LLC and to the expiration of leasing contracts.
This item refers to the investment in the associated company Thyssenkrupp nucera AG & Co. KGaA ( "TK nucera"). At March 31, 2025, the value of equity-accounted investees is equal to Euro 236,751 thousand, unchanged compared to the figure at December 31, 2024; updated data of the associated company relating to the first quarter of 2025 are not available.
The table below shows the breakdown of non-current financial assets as of March 31, 2025 and December 31, 2024.
| As of March 31, 2025 |
As of December 31, 2024 |
|||
|---|---|---|---|---|
| (in € thousands) | ||||
| Non-current | ||||
| Investments in financial assets | 5,212 | 4,592 | ||
| Total | 5,212 | 4,592 |
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, 2025 and December 31, 2024.
| As of March 31, | As of December | |||
|---|---|---|---|---|
| 2025 | 31, 2024 | |||
| (in € thousands) | ||||
| Current | ||||
| Financial receivables | 127 | 193 | ||
| Investments in financial assets | 8,674 | 10,317 | ||
| Fair value of derivatives | 199 | - | ||
| Total | 9,000 | 10,510 |
Investments in financial assets, equal to Euro 8,674 thousand at March 31, 2025 (Euro 10,317 thousand at December 31, 2024) 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, 2025 refers to forward currency derivative contracts entered into by the Parent company and the subsidiary De Nora Water Technologies Italy S.r.l.
The table below shows the breakdown of inventories as of March 31, 2025 and December 31, 2024:
| As of March 31, 2025 | As of December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Inventory | Inventory | |||||
| Gross value | write-down | Net value | Gross value | write-down | Net value | |
| reserve | reserve | |||||
| (in € thousands) | ||||||
| Raw materials and consumables | 109,604 | (5,377) | 104,227 | 112,539 | (4,596) | 107,943 |
| Work in progress and semi-finished products |
98,577 | (11,376) | 87,201 | 91,746 | (9,794) | 81,952 |
| Finished products and goods | 70,654 | (8,974) | 61,680 | 69,337 | (9,099) | 60,238 |
| Goods in transit | 6,468 | - | 6,468 | 5,319 | - | 5,319 |
| Total | 285,303 | (25,727) | 259,576 | 278,941 | (23,489) | 255,452 |
Inventories, amounting to Euro 259,576 thousand (Euro 255,452 at December 31, 2024) increased by a total of Euro 4,124 thousand, mainly as a result of an increase in work in progress and semi-finished products.
Inventory is shown net of the write down provision equal to Euro 25,727 thousand at March 31, 2025 (Euro 23,489 at December 31, 2024). Changes in Inventory write-down provision are the following:
| Raw materials and consumables |
Work in progress and semi-finished products |
Finished products and goods |
Total | |
|---|---|---|---|---|
| (in € thousands) | ||||
| Balance as of December 31, 2024 | 4,596 | 9,794 | 9,099 | 23,489 |
| Accruals | 1,665 | 3,033 | 1,105 | 5,803 |
| Utilization and release | (796) | (1,359) | (1,083) | (3,238) |
| Reclassifications/other changes | - | - | - | - |
| Exchange rate difference | (87) | (92) | (148) | (327) |
| Balance as of March 31, 2025 | 5,378 | 11,376 | 8,973 | 25,727 |
Current tax assets amounted to Euro 8,323 thousand at March 31, 2025 (Euro 9,719 thousand at December 31, 2024) and mainly refer to advances on income taxes paid by some Group companies net of the related payables.
The following tables provides a breakdown of Construction contracts classified as current assets and current liabilities as of March 31, 2025 and December 31, 2024.
| As of March 31, | As of December | ||
|---|---|---|---|
| 2025 | 31, 2024 | ||
| (in € thousands) | |||
| Current assets | |||
| Construction contracts | 175,538 | 172,149 | |
| Progress payments | (129,470) | (127,000) | |
| Provision for losses on construction contracts | (180) | (188) | |
| Total | 45,888 | 44,961 |
| As of March 31, | As of December | ||
|---|---|---|---|
| 2025 | 31, 2024 | ||
| (in € thousands) | |||
| Current liabilities | |||
| Construction contracts | 56,283 | 53,898 | |
| Progress payments and Advances | (69,273) | (62,240) | |
| Provision for losses on construction contracts | (164) | (205) | |
| Total | (13,154) | (8,547) | |
| Total Construction contracts (net of advances) | 32,734 | 36,414 |
Construction contracts (net of contractual advances) amounted to Euro 32,734 thousand at March 31, 2025, decreasing from Euro 36,414 thousand as of December 31, 2024, and refer mainly to contracts relating to the Water Technologies business segment.
The table below shows the detail of trade receivables as of March 31, 2025 and December 31, 2024.
| As of March 31, 2025 |
As of December 31, 2024 |
|
|---|---|---|
| (in € thousands) | ||
| Current | ||
| Receivables from third parties | 140,500 | 134,960 |
| Receivables from related parties | 39,283 | 43,857 |
| Bad debt reserve | (5,306) | (5,295) |
| Total | 174,477 | 173,522 |
Trade receivables are related to sales transactions and the provision of services and slightly increased, at March 31, 2025, to Euro 174,477 thousand from Euro 173,522 thousand at December 31, 2024.
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, 2025 | |
|---|---|
| (in € thousands) | |
| Current | |
| Balance as of December 31, 2024 | 5,295 |
| Accrual of the period | 771 |
| Utilisation and release of the period | (680) |
| Reclassifications/other changes | - |
| Exchange rate difference | (80) |
| Balance as of March 31, 2025 | 5,306 |
The following table shows the detail of the other receivables as of March 31, 2025 and December 31, 2024, broken down between current and non-current amounts:
| As of March 31, 2025 |
As of December 31, 2024 |
|
|---|---|---|
| (in € thousands) | ||
| Non-current | ||
| Tax receivables | 5,163 | 3,757 |
| Other receivables from third parties | 2,933 | 2,994 |
| Prepayments and accrued income | - | - |
| Receivables from related parties | 52 | 52 |
| Total | 8,148 | 6,803 |
| As of March 31, | As of December | |
|---|---|---|
| 2025 | 31, 2024 | |
| (in € thousands) | ||
| Current | ||
| Tax receivables | 16,568 | 13,788 |
| Advances to suppliers | 10,548 | 8,128 |
| Other receivables from third parties | 10,480 | 9,603 |
| Prepayments and accrued income | 15,135 | 10,553 |
| Receivables from related parties | 3 | 7 |
| Total | 52,734 | 42,079 |
As of March 31, 2025, other current and non-current receivables totaled Euro 60,882 thousand, (Euro 48,882 thousand as of December 31, 2024).
Non-current tax receivables relate to withholding taxes incurred mainly by the parent company in collecting 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 to existing supplementary pension funds as a counter-entry of the contribution due by the employer.
Current tax receivables mainly refer to VAT receivables, in addition to the current portion of the withholding taxes incurred by the parent company in collecting receivables from foreign subsidiaries.
The table below provides a breakdown of cash and cash equivalents as of March 31, 2025 and December 31, 2024
| As of March 31, | As of December | |
|---|---|---|
| 2025 | 31, 2024 | |
| (in € thousands) | ||
| Bank and postal accounts | 172,291 | 174,331 |
| Cash on hand | 27 | 29 |
| Deposit accounts | 6,828 | 41,497 |
| Cash and cash equivalents | 179,146 | 215,857 |
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 179,146 thousand as of March 31, 2025, decreased by Euro 36,711 thousand compared to December 31, 2024; for further details on the variations of the period please refer to Interim consolidated statement of cash flows.
Equity as of March 31, 2025 amounts to Euro 959,874 thousand, increased from Euro 953,783 thousand as of December 31, 2024.
The shares issued are fully paid up and have no nominal value.
Changes in equity for the three-month periods ended March 31, 2025 and March 31, 2024 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.
At March 31, 2025 the amount of share capital of Industrie De Nora S.p.A. and its composition is unchanged compared to December 31, 2024:
| Euro | Number of shares | ||
|---|---|---|---|
| Total, of which: | 18,268,203.90 | 201,685,174 | |
| 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 acquired 3,000,000 treasury shares. The residual treasury shares in portfolio at March 31, 2025 are 2,986,240 (unchanged compared to December 31, 2024), equal to 1,481% of the share capital, after the utilization of 13,760 shares under the existing incentive plans.
Legal reserve as at March 31, 2025 amounts to Euro 3,654 thousand, unchanged compared to December 31, 2024.
Share premium reserve as at March 31, 2025 amounts to Euro 223,405 thousand, unchanged compared to December 31, 2024.
Retained earnings, translation reserve and other reserves pertaining to the Group as of March 31, 2025, amounted to Euro 690,691 thousand (Euro 617,824 thousand as of December 31, 2024), a net increase of Euro 72,867 thousand over December 31, 2024, including:
The table below shows the breakdown of minority interests as of March 31, 2025 and December 31, 2024:
| As of March 31, | As of December | |
|---|---|---|
| 2025 | 31, 2024 | |
| (in € thousands) | ||
| Share capital and reserves | 8,056 | 7,346 |
| Profit (Loss) for the period | 167 | (64) |
| Other comprehensive income | (168) | (26) |
| Total | 8,055 | 7,256 |
The item Share capital and reserves as at March 31, 2025 includes, among other, Euro 800 thousand related to the contribution made during the first three months 2025 to De Nora Italy Hydrogen Technologies S.r.l by the minority shareholder SNAM S.p.A.
Employee benefits at March 31, 2025 amount to Euro 25,191 thousand (Euro 25,935 thousand at December 31, 2024).
The following table shows the composition and movements of the provisions for risks and charges as of March 31, 2025 and December 31, 2024.
| As of March 31, | As of December | |
|---|---|---|
| 2025 | 31, 2024 | |
| (in € thousands) | ||
| Non-current | ||
| Provision for contractual warranties | 769 | 796 |
| Provision for other risks | 1,823 | 1,950 |
| Total | 2,592 | 2,746 |
| Current | ||
| Provision for contractual warranties | 12,313 | 13,036 |
| Provision for other risks | 5,370 | 4,095 |
| Total | 17,683 | 17,131 |
| Total provisions for risks and charges | 20,275 | 19,877 |
Provisions for risks and charges mainly include: (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; and (ii) the provision for other risks, mainly related to accruals to cover environmental risks, legal disputes or tax risks.
The provision for risks for contractual warranties has a value of Euro 13,082 thousand as of March 31, 2025 (Euro 13,832 thousand as of December 31, 2024). While the provision for other risks, as of March 31, 2025, stands at Euro 7,193 thousand, an increase compared to Euro 6,045 thousand as of December 31, 2024 mainly as a result of provisions for tax risks.
Changes for the period ended March 31, 2025 were as follows:
| Provision for contractual warranties |
Provision for other risks |
||
|---|---|---|---|
| (in € thousands) | |||
| Balance as of December 31, 2024 | 13,832 | 6,045 | |
| Accrual of the period | 1,585 | 1,601 | |
| Utilization and release of the period | (2,124) | (396) | |
| Exchange rate differences | (211) | (57) | |
| Balance as of March 31, 2025 | 13,082 | 7,193 |
The following table shows the detail of financial liabilities as of March 31, 2025 and December 31, 2024.
| As of March 31, | As of December | ||
|---|---|---|---|
| 2025 | 31, 2024 | ||
| (in € thousands) | |||
| Non-current | |||
| Bank loans and borrowings | 121,655 | 123,328 | |
| Lease payables | 16,716 | 17,310 | |
| Total | 138,371 | 140,638 | |
| Current | |||
| Bank overdrafts | 87 | 178 | |
| Bank loans and borrowings | 18,002 | 14,775 | |
| Lease payables | 3,666 | 3,692 | |
| Fair value of derivatives | - | 303 | |
| Total | 21,755 | 18,948 | |
| Total financial liabilities | 160,126 | 159,586 |
The table below shows the details of bank loans and borrowings and bank overdrafts:
| As of March 31, 2025 | As of December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Non Current |
Current | Total | Non Current |
Current | Total | |
| (in € thousands) | ||||||
| Pool Financing (IDN) | 79,858 | - | 79,858 | 79,843 | - | 79,843 |
| Pool Financing (De Nora Holdings US Inc) | 36,926 | - | 36,926 | 38,434 | - | 38,434 |
| Sumitomo Mitsui Banking Co. - Hibiya Branch (De Nora Permelec Ltd) |
4,871 | 14,908 | 19,779 | 5,051 | 14,775 | 19,826 |
| Bank of Yokohama - Fujisawa Branch (De Nora Permelec Ltd) |
- | 3,094 | 3,094 | - | - | - |
| Overdrafts and accrued finance expenses | - | 87 | 87 | - | 178 | 178 |
| Total | 121,655 | 18,089 | 139,744 | 123,328 | 14,953 | 138,281 |
As of March 31, 2025 and December 31, 2024, the fair value of bank loans and borrowings approximates the book value using amortized cost method.
37 CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2025 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 method. The pool loan considers interest rates based on the 3 month 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. The parameter has been largely respected so far. Non-compliance with the financial covenant is considered an event of default or nonperformance. 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.
The subsidiary De Nora Permelec Ltd. has some short-term financing available granted by different banks. As at March 31, 2025 the financing used amounts to around JPY 3.7 billion (Euro 22,873 thousand).
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, 2025, including current and non-current portion, amount to Euro 20,382 thousand (Euro 21,002 thousand as of December 31, 2024).
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, 2025 and as of December 31, 2024:
| As of March 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|
| (in € thousands) | |||||
| A | Cash | 172,318 | 174,360 | ||
| B | Cash equivalents | 6,828 | 41,497 | ||
| C | Other current financial assets | 8,801 | 10,510 | ||
| D | Liquidity (A + B + C) | 187,947 | 226,367 | ||
| E | Current financial debt | 18,089 | 14,953 | ||
| F | Current portion of non-current financial debt | 3,666 | 3,692 | ||
| G | Current financial indebtedness (E + F) | 21,755 | 18,645 | ||
| - Of which secured | - | - | |||
| - Of which unsecured | 21,735 | 18,645 | |||
| H | Net current financial indebtedness/(Net current Liquidity) (G - D) |
(166,192) | (207,722) | ||
| I | Non-current financial debt | 138,371 | 140,638 | ||
| J | Debt instruments | - | - | ||
| K | Non-current trade and other payables | - | - | ||
| L | Non-current financial indebtedness (I + J + K) | 138,371 | 140,638 | ||
| - Of which secured | - | - | |||
| - Of which unsecured | 138,371 | 140,638 | |||
| M | Net Financial Indebtedness/(Net Liquidity) - ESMA (H + L) |
(27,821) | (67,084) |
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, 2025 and December 31, 2024, is shown below:
| As of March 31, | As of December | |||
|---|---|---|---|---|
| 2025 | 31, 2024 | |||
| (in € thousands) | ||||
| Net Financial Indebtedness/(Net Liquidity) - ESMA | (27,821) | (67,084) | ||
| Fair value of derivatives covering currency risks | (199) | 303 | ||
| Net Financial Indebtedness/(Net Liquidity) – De Nora | (28,020) | (66,781) |
The reduction in Net Liquidity - ESMA as of March 31, 2025 compared to December 31, 2024, totaling Euro 39,263 thousand, from Euro 67,084 thousand as of December 31, 2024 to Euro 27,821 as of March 31, 2025. Changes are mainly attributable to the combined effect of the following factors:
For further details on the cash flows for the period, please refer to the interim consolidated cash flow statement.
The following table shows an analysis of the maturity of the Group's financial payables as of March 31, 2025:
| As of March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Due date | |||||||
| Carrying amount |
Contractual cash flows (*) |
0-12 months |
1-2 years | 2-3 years | 3-4 years | Over 4 years |
|
| (in € thousands) | |||||||
| Financial liabilities | |||||||
| Bank loans and overdrafts | 139,744 | 150,836 | 23,146 | 4,828 | 122,862 | - | - |
| Lease payables | 20,382 | 22,836 | 4,312 | 3,877 | 3,318 | 2,944 | 8,385 |
| Trade payables | 86,522 | 86,522 | 86,520 | 2 | - | - | - |
| Other payables | 110,103 | 110,103 | 107,136 | 2,967 | - | - | - |
| Total financial liabilities | 356,751 | 370,297 | 221,114 | 11,674 | 126,180 | 2,944 | 8,385 |
* The difference between the book value of total bank loans and borrowings and bank overdrafts and the related contractual cash flows is due to the upfront fees which, paid on the date of stipulation of the loan agreement, are recognized in the financial statements as a decrease of the total amount payable according to the amortized cost criterion. 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 the Pool Financing of De Nora Holdings US Inc. based on the conditions existing at the closing date of the period in addition to the interest foreseen on the existing credit lines of De Nora Permelec Ltd – Japan.
* The difference between the book value of lease payables and the related contractual cash flows is the expected future interest due on existing leases outstanding at the end of the period
The table below shows the detail of trade payables as of March 31, 2025 and December 31, 2024.
| As of March 31, | As of December | ||
|---|---|---|---|
| 2025 | 31, 2024 | ||
| (in € thousand) | |||
| Non-current | |||
| Payables to third parties | 2 | 2 | |
| Total non-current payables | 2 | 2 | |
| Current | |||
| Payables to third parties | 85,956 | 116,210 | |
| Payables to related parties | 564 | 589 | |
| Total current payables | 86,520 | 116,799 | |
| Total payables | 86,522 | 116,801 |
As of March 31, 2025, trade payables, between current and non-current portions, amounted to Euro 86,522 thousand, decreased from Euro 116,801 thousand as of December 31, 2024, due to the high level of payable invoicing at the end of the previous financial year.
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.
Income tax payables, current, as of March 31, 2025 amounted to Euro 19,724 thousand (Euro 24,234 thousand as of December 31, 2024).
The table below shows the detail of other payables as of March 31, 2025 and December 31, 2024.
| As of March 31, | As of December | |||
|---|---|---|---|---|
| 2025 | 31, 2024 | |||
| (in € thousands) | ||||
| Non-current | ||||
| Accrued expenses and deferred income | 322 | 319 | ||
| Payables to employees | 2,073 | 2,009 | ||
| Tax payables | 33 | - | ||
| Other payables to third parties | 491 | 495 | ||
| Other payables to related parties | 48 | 47 | ||
| Total | 2,967 | 2,870 | ||
| Current | ||||
| Advances from customers | 22,091 | 18,548 | ||
| Advances from related parties | 51,164 | 52,184 | ||
| Accrued expenses | 5,683 | 5,357 | ||
| Payables to employees | 19,173 | 17,813 | ||
| Social security payables | 1,626 | 2,821 | ||
| Withholding tax payables | 1,350 | 1,476 | ||
| VAT payables | 395 | 1,419 | ||
| Other tax payables | 1,832 | 2,363 | ||
| Other payables to third parties | 3,321 | 3,363 | ||
| Other payables to related parties | 501 | 463 | ||
| Total | 107,136 | 105,807 | ||
| Total Other payables | 110,103 | 108,677 |
Other payables as at March 31, 2025 amount, including current and non-current portion, to Euro 110,103 thousand, showing a slight increase compared to Euro 108,677 thousand as at December 31, 2024.
Payables to employees relate to amounts accrued but not yet liquidated, such as vacations and bonuses.
In the context of business risks, the main risks identified, monitored and, as specified below, actively managed by the Group, are the following:
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:
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 – Financial risks" in the 2024 Consolidated Financial Statements.
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:
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, 2025 |
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 | Level 1 Level 2 Level 3 | |||
| (in € thousands) | |||||||||
| Financial assets | |||||||||
| Cash and cash equivalents | 25 | 179,146 | - | - | - | 179,146 | - | - | - |
| Trade and other receivables | 23/24 | 243,682 | - | - | - | 243,682 | - | - | - |
| Financial assets including derivatives | 19 | 127 | 13,886 | 199 | - | 14,212 | 7,025 | 199 | 6,861 |
| 422,955 | 13,886 | 199 | - | 437,040 | 7,025 | 199 | 6,861 | ||
| Financial liabilities | |||||||||
| Bank loans and borrowings, and bank overdrafts |
29 | - | - | - | 139,744 | 139,744 | - | - | - |
| Lease payables | 29 | - | - | - | 20,382 | 20,382 | - | - | - |
| Trade and other payables | 30/31/32 | - | - | - | 216,349 | 216,349 | - | - | - |
| - | - | - | 376,475 | 376,475 | - | - | - |
| Classification and fair value as of December 31, 2024 |
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 | Level 1 Level 2 Level 3 | |||
| (in € thousands) | |||||||||
| Financial assets | |||||||||
| Cash and cash equivalents | 25 | 215,857 | - | - | - | 215,857 | - | - | - |
| Trade and other receivables | 23/24 | 232,123 | - | - | - | 232,123 | - | - | - |
| Financial assets including derivatives | 19 | 204 | 14,909 | - | - | 15,113 | 7,730 | - | 7,179 |
| 448,184 | 14,909 | - | - | 463,093 | 7,730 | - | 7,179 | ||
| Financial liabilities | |||||||||
| Bank loans and borrowings, and bank overdrafts |
29 | - | - | - | 138,281 | 138,281 | - | - | - |
| Lease payables | 29 | - | - | - | 21,002 | 21,002 | - | - | - |
| Derivatives | 32 | - | - | 303 | - | 303 | - | 303 | - |
| Trade and other payables | 30/31/32 | - | - | - | 249,712 | 249,712 | - | - | - |
| - | - | 303 | 408,995 | 409,298 | - | 303 | - |
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:
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, 2025 and 2024:
| First three months ended March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Group | Segment Electrode Technologies |
Segment Water Technologies |
Segment Energy Transition |
||||
| (in € thousands) | |||||||
| Revenue | 200,396 | 106,842 | 75,900 | 17,654 | |||
| Royalties and commissions | (1,750) | (934) | (767) | (49) | |||
| Cost of goods sold | (129,471) | (69,791) | (45,346) | (14,334) | |||
| Selling expenses | (7,986) | (2,562) | (4,778) | (646) | |||
| G&A expenses | (12,839) | (5,330) | (6,040) | (1,469) | |||
| R&D expenses | (3,031) | (910) | (487) | (1,634) | |||
| Other operating income (expenses) | (463) | (657) | 953 | (759) | |||
| Corporate costs allocation to business segments | (8,882) | (4,502) | (3,582) | (798) | |||
| EBITDA | 35,974 | 22,156 | 15,853 | (2,035) | |||
| Depreciation and amortization | (9,102) | ||||||
| Operating profit - EBIT | 26,872 | ||||||
| Share of profit of equity-accounted investees | - | ||||||
| Finance income | 5,434 | ||||||
| Finance expenses | (7,615) | ||||||
| Profit before tax | 24,691 | ||||||
| Income tax expense | (8,723) | ||||||
| Profit for the period | 15,968 |
| 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 | (1,977) | (1,204) | (746) | (27) | |||
| Cost of goods sold | (120,785) | (55,439) | (44,041) | (21,305) | |||
| Selling expenses | (8,069) | (2,478) | (5,064) | (527) | |||
| G&A expenses | (11,991) | (4,786) | (5,954) | (1,251) | |||
| R&D expenses | (3,959) | (668) | (316) | (2,975) | |||
| Other operating income (expenses) | 945 | 691 | 248 | 6 | |||
| Corporate costs allocation to business segments | (7,576) | (3,470) | (3,024) | (1,082) | |||
| EBITDA | 35,719 | 25,334 | 10,980 | (595) | |||
| Depreciation and amortization | (8,186) | ||||||
| Impairment | - | ||||||
| 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 | ||||||
The economic information by business segment for the three-month periods ended March 31, 2024 has been restated on the basis of the new representation of EBITDA – introduced from the Half-Year Financial report as of June 30, 2024 - defined as the profit for the period adding back the following items of the consolidated income statement: (i) income taxes; (ii) finance charges; (iii) finance income; (iv) share of profit of equity-accounted investees; (v) amortization/depreciation; (vi) impairment and reinstatement of property, plant and equipment; (vii) write-down of goodwill and other intangible assets.
The following table shows investments by business segment for the three-month periods ended March 31, 2025:
| Group | Segment Electrode Technologies |
Segment Water Technologies |
Segment Energy Transition |
Not Allocated | ||
|---|---|---|---|---|---|---|
| (in € thousands) | ||||||
| As of March 31, 2025 | ||||||
| Property, plant and equipment | 11,415 | 6,576 | 1,989 | 2,676 | 174 | |
| Intangible assets | 1,262 | 81 | 376 | 61 | 744 | |
| Total Investments 2025 | 12,677 | 6,657 | 2,365 | 2,737 | 918 |
(*) 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, 2025 and 2024, 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 49,441 thousand and Euro 44,815 thousand, respectively.
The table below shows the non-current assets, other than financial assets and deferred tax assets, by geographical area at March 31, 2025 and at December 31, 2024, allocated on the basis of the country in which the assets are located.
| As of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Italy | EMEIA, excluding Italy |
APAC | AMS | Total | ||
| (in € thousands) | ||||||
| Intangible assets | 5,555 | 5,530 | 12,797 | 87,105 | 110,987 | |
| Property, plant and equipment | 72,014 | 61,446 | 85,447 | 75,021 | 293,928 | |
| Other receivables | 7,023 | 70 | 1,006 | 49 | 8,148 | |
| Total | 84,592 | 67,046 | 99,250 | 162,175 | 413,063 |
| As of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Italy | EMEIA, excluding Italy |
APAC | AMS | Total | ||
| (in € thousands) | ||||||
| Intangible assets | 4,978 | 5,740 | 13,238 | 92,003 | 115,959 | |
| Property, plant and equipment | 68,954 | 61,646 | 85,182 | 76,002 | 291,784 | |
| Other receivables | 5,649 | 70 | 1,001 | 83 | 6,803 | |
| Total | 79,581 | 67,456 | 99,421 | 168,088 | 414,546 |
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 table below details the statement of financial position values referring to the related party transactions at March 31, 2025 and December 31, 2024:
| (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, 2025 | - | - | 52 | 52 | 8,148 | 0.6% |
| As of December 31, 2024 | - | - | 52 | 52 | 6,803 | 0.8% |
| Construction contracts | ||||||
| As of March 31, 2025 | - | - | 2,137 | 2,137 | 45,888 | 4.7% |
| As of December 31, 2024 | - | - | 2,350 | 2,350 | 44,961 | 5.2% |
| Current trade receivables | ||||||
| As of March 31, 2025 | 45 | 38,257 | 981 | 39,283 | 174,477 | 22.5% |
| As of December 31, 2024 | 24 | 43,636 | 197 | 43,857 | 173,522 | 25.3% |
| Other current receivables | ||||||
| As of March 31, 2025 | - | - | 3 | 3 | 52,734 | 0.0% |
| As of December 31, 2024 | - | - | 7 | 7 | 42,079 | 0.0% |
| Other non-current payables | ||||||
| As of March 31, 2025 | - | 48 | - | 48 | 2,967 | 1.6% |
| As of December 31, 2024 | - | 47 | - | 47 | 2,870 | 1.6% |
| Current trade payables | ||||||
| As of March 31, 2025 | 22 | 151 | 391 | 564 | 86,520 | 0.7% |
| As of December 31, 2024 | 43 | 210 | 336 | 589 | 116,799 | 0.5% |
| Other current payables | ||||||
| As of March 31, 2025 | - | 51,597 | 68 | 51,665 | 107,136 | 48.2% |
| As of December 31, 2024 | - | 52,632 | 15 | 52,647 | 105,807 | 49.8% |
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 38,257 thousand as at March 31, 2025 compared to Euro 43,636
thousand as at December 31, 2024 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 51,597 thousand as of March 31, 2025, compared to Euro 52,632 thousand as of December 31, 2024, essentially related to advances obtained with reference to the aforementioned supply contract, while trade payables of Euro 151 thousand as of March 31, 2025 compared to Euro 210 thousand as at December 31, 2024 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, 2025 and 2024:
| (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, 2025 | - | 49,441 | 1,059 | 50,500 | 200,396 | 25.2% |
| Three months ended March 31, 2024 | - | 44,815 | 794 | 45,609 | 189,131 | 24.1% |
| Other income | ||||||
| Three months ended March 31, 2025 | 20 | 155 | - | 175 | 4,084 | 4.3% |
| Three months ended March 31, 2024 | 16 | 143 | 6 | 165 | 1,325 | 12.5% |
| Costs for raw materials, consumables, supplies and goods |
||||||
| Three months ended March 31, 2025 | - | 34 | - | 34 | 88,337 | 0.0% |
| Three months ended March 31, 2024 | - | 26 | 28 | 54 | 74,802 | 0.1% |
| Costs for services | ||||||
| Three months ended March 31, 2025 | 22 | 84 | 86 | 192 | 44,455 | 0.4% |
| Three months ended March 31, 2024 | 17 | 705 | 41 | 763 | 42,703 | 1.8% |
| Personnel expenses | ||||||
| Three months ended March 31, 2025 | - | - | 2 | 2 | 40,470 | 0.0% |
| Three months ended March 31, 2024 | - | - | 1 | 1 | 37,840 | 0.0% |
The economic relations with the Associates mainly relate to revenues, amounting to Euro 49,441 thousand and Euro 44,815 thousand, for the three-month periods ended March 31, 2025 and 2024, respectively, mainly concerning the sale of electrodes under the "Toll Manufacturing and Services Agreement" mentioned above; there are also in the first three months of 2025 purchases from tk nucera for supplies of materials and services for Euro 34 and 84 thousand respectively.
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 1,784 thousand and Euro 1,632 thousand for the three-month periods ended March 31, 2025 and 2024, respectively, of which Euro 703 thousand not yet paid as at March 31, 2025.
The table below shows the breakdown of the aforementioned benefits under the cost categories identified by IAS 24:
| First three months ended March 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in € thousands) | ||||
| Short-term employee benefits | 1,536 | 1,389 | ||
| Post-employment benefits | 55 | 97 | ||
| Other long-term benefits | 1 | - | ||
| Termination benefits | - | - | ||
| Share-based payment | 192 | 146 | ||
| Total | 1,784 | 1,632 |
Top Management compensation represents 4.4% of the total personnel expenses for the three-month period ended March 31, 2025 (4.3% for the first three months of 2024).
Fees related to the directors and statutory auditors for the first three months of 2025 amount to Euro 367 thousand and Euro 32 thousand respectively (Euro 342 thousand and Euro 31 thousand in the first three months of 2024).
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.
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 32.8 million at March 31, 2025.
The Group has not assumed any contingent liabilities that have not been recognised in the financial statements.
• De Nora opened a new center in America, the Innovation Center, intended to be De Nora's cradle of technological innovation in the US. The new center marks another significant investment in the country and confirms America's strategic relevance in the Group's international expansion plan. The Innovation Center further enhances De Nora's innovation activities, which have always been at the forefront and a driver for its growth. Responding to its American customers' needs for enhanced solutions, it is the latest addition to the other five research centers already active in Italy, the United States, and Japan.
The new facility will focus on developing products and technologies and boost the manufacturing capabilities of DSA® electrodes serving the Chlor-Alkali industry and of gas diffusion electrodes (GDEs) for innovative processes. Additionally, it will enable the development of core technologies for fuel cells and water electrolysis, as well as a wide range of new technologies, such as CO2 conversion and specialty chemical production. The center, which will initially cover an area of more than 10,000 square feet, is directly connected to the production plant located in Mentor, Ohio, and already has a plan for its further expansion. It will have a production capacity of up to 18,000 m2/year of GDE and 30,000 m2/year of DSA® electrodes.
• The ordinary Shareholders' Meeting of Industrie De Nora S.p.A. held on April 29, 2025, on a single call, under the chairmanship of Federico De Nora, approved the financial statements' for the year ended December 31, 2024, as per the draft financial statements approved by the Board of Directors at its meeting on March 18, 2025, which closed with a profit for the year of EUR 53,520,504.00. The Shareholders' Meeting also resolved to approve the distribution to the Shareholders of a unit dividend of Euro 0.104 per eligible share, for a total amount of Euro 20,664,689.14, gross of withholding taxes, corresponding to a pay-out of approximately 25% of the consolidated net profit, to be paid from the profit for the year shown in the financial statements. The ex-dividend date will be May 19, 2025, the payment date will be May 21, 2025 and the record date, pursuant to Article 83-terdecies of Legislative Decree No. 58 of 24 February 1998 ("Consolidated Law on Finance"), will be May 20, 2025.
The Consolidated Financial Statements and the Management Report, including the Sustainability Report, were also presented.
The Shareholders' Meeting also resolved on the appointment of the new Board of Directors of the Company for the three-year period 2025-2027, which will remain in office until the approval of the financial statements as at December 31, 2027, composed of: Federico De Nora, Paolo Dellachà, Maria Giovanna Calloni, Mario Cesari, Alessandro Garrone, Michelangelo Mantero, Giorgio Metta, Elisabetta Oliveri, Luca Passa, Anna Chiara Svelto, Alice Vatta and Stefano Venier. The Shareholders' Meeting also confirmed Federico De Nora as Chairman of the Board of Directors.
The Shareholders' Meeting also appointed the new Board of Statutory Auditors for the three-year period 2025-2027, which will remain in office until the approval of the financial statements as at December 31, 2027, consisting of: Marcello Del Prete (Chairman), Beatrice Bompieri and Eugenio Pinto (Standing Auditors). The Alternate Auditors are Carla Bottini, Raffaella Piraccini and Eugenio Caposeno.
REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID - The Shareholders' Meeting approved the Company's policy on the remuneration of the members of the Board of Directors and managers with strategic responsibilities and of the members of the Board of Statutory Auditors, as set forth in the first section of the Report on Remuneration Policy and Fees Paid drafted Pursuant to Article 125-ter of the Consolidated Law on Finance and Article 84-ter of the implementing regulation of the Consolidated Law on Finance concerning the discipline of issuers, adopted by Consob with Resolution No. 11971 of 14 May 1999 (the "Issuers Regulations").The Shareholders' Meeting also resolved in favour of the second section of the
aforementioned Report, containing, inter alia, the account of remuneration paid for any reason and in any form for the financial year ending 31 December 2024 in favour of the aforementioned persons.
PERFORMANCE SHARES PLAN 2025-2027 - The Shareholders' Meeting also approved, pursuant to Article 114-bis of the Consolidated Law on Finance, the 2025-2027 Performance Shares Plan for the Company and its subsidiaries pursuant to Article 2359 of the Italian Civil Code, to be implemented through the free assignment of a variable number of the Company's shares - in relation to individual attribution and the degree to which the plan's performance conditions are met, to the management of Industrie De Nora and its subsidiaries, as better described in the Information Document prepared by the Board of Directors pursuant to Art. 84-bis of the Issuers' Regulations, conferring on the Board of Directors and/or on its behalf the Chief Executive Officer, with the express right to sub-delegate, after consulting with the Remuneration Committee, any and all powers necessary or even just appropriate to implement the plan.
• The new Board of Directors of Industrie De Nora S.p.A., meeting held on April 29, 2025 at the end of the ordinary Shareholders' Meeting, having acknowledged the confirmation of Federico De Nora as Chairman of the Board of Directors by the Shareholders' Meeting, has confirmed to the same, in addition to the powers conferred by law and the By-Laws, certain powers pursuant to art. 2381 of the Italian Civil Code.
The Board of Directors also appointed Paolo Dellachà as Chief Executive Officer, granting him - in his capacity as CEO and as person primarily responsible for the management of the Company and, as such, also in charge of setting up and maintaining the internal control and risk management system, in continuity with the previous structure - the powers of administration of the Company, with the exception of those attributed to the Board of Directors by applicable regulations, the By-Laws or retained within the scope of its own competences.
The Board of Directors, in line with the provisions of the Corporate Governance Code, also established the internal Committees and appointed their members. In particular, the Board confirmed the establishment of the Control, Risk and ESG Committee, the Appointments and Remuneration Committee, the Related Party Transactions Committee and the Strategies Committee, which are composed as follows:
Control, Risk and ESG Committee: Elisabetta Oliveri (Chairwoman); Alice Vatta; Michelangelo Mantero
Appointment and Remuneration Committee: Anna Chiara Svelto (Chairwoman); Luca Passa; Maria Giovanna Calloni
Related Party Transactions Committee: Maria Giovanna Calloni (Chairwoman); Elisabetta Oliveri; Anna Chiara Svelto
Strategy Committee: Paolo Dellachà (Chairman); Federico De Nora; Stefano Venier; Luca Passa; Mario Cesari
With the favorable opinion of the Board of Statutory Auditors, Luca Oglialoro, the Group's Chief Financial Officer, was confirmed as the Manager in charge of preparing the Company's financial reports, also with reference to sustainability reporting pursuant to Article 154-bis, paragraph 5-ter of the Consolidated Law on Finance.
These events after the reporting date have not effect on the financial statements.
Milan, May 13, 2025
On behalf of the Board of Directors The Chief Executive Officer Paolo Enrico Dellachà

INDUSTRIE DE NORA INTERIM CONDENSED CONSOLIDATED FINANCIALS AS OF MARCH 31, 2025
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