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La Française de l'Energie
Interim Report • Apr 15, 2025
1347_ir_2025-04-15_6078862d-142e-43c7-bf78-2fe10a24219b.pdf
Interim Report
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HG3227.5
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HALF-YEAR FINANCIAL REPORT
31 DECEMBER 2024
Propose low-carbon energy solutions specific to each territory.
INERIS 2019 certification with a GWP of 82.5 (AR6 - IPCC 2021), and University of Mons, and including the Béthune site (2) Net group share
HALF-YEARLY ACTIVITY REPORT
| 1. BUSINESS ACTIVITY | 4 | |
|---|---|---|
| 2. KEY FIGURES FIRST HALF OF FISCAL 2025 | 5 | |
| 3. HALF-YEAR 2025 HIGHLIGHTS | 12 | |
| MANAGEMENT AND SUPERVISORY BODIES AT DECEMBER 31st, 2024 |
16 | |
1. BUSINESS ACTIVITY
1.1. Low-carbon energy producer
As a European player in the energy transition, La Française de l'Energie S.A. (hereinafter referred to as "FDE" or the "Group") is an energy producer and supplier specialized in the valorization of energy resources in short circuits and the development of low-carbon solutions. FDE produces gas, electricity from mine gas and photovoltaic power plants, heat and hydrogen (H₂), thus contributing to the reduction of methane and CO₂ emissions and to the energy independence of territories.
FDE's core business is the production and sale low-carbon energy from its production sites in France, Belgium, Bosnia and Norway. The energy produced is marketed to financially sound operators, the public sector, industry and other energy providers over terms ranging from a few months to 22 years for the longest contract.
At the same time, FDE is developing natural hydrogen exploration and production projects aimed at accelerating the transition to a zero-carbon economy. The Group's strong expertise in the development, engineering, operation and management of energy assets enables the optimization and the valorization of local resources using existing infrastructures.
FDE stands out for its innovative, integrated model, combining energy production, CO₂ capture and recovery, and customized energy solutions. Thanks to this strategy, the Group offers competitive and sustainable energy, while actively contributing to European climate objectives and the low-carbon reindustrialization of territories.
As part of its corporate social and environmental responsibility approach, this represents the mission FDE is developing in order to create value for its shareholders while respecting the stakeholders in the projects developed by the Group.
1.2. FDE's business model
For over a decade, FDE has developed a unique business model, focused on the production of low-carbon energy from local resources (mine gas, coal gas, solar, H₂...).
FDE has developed an integrated business model as a low-carbon energy operator, which can be broken down into 4 main areas:
Develop: FDE uses local and industry expertise to identify promising projects in the regions where it operates, based on key factors such as land, permits, grid capacity and nearby operating options. First-phase investments are made in collaboration with strong local players.
Build and finance: FDE uses proven technology and a standardized, industrialized approach for large-scale deployment with a time-to-market of 15 months from construction. The Group finances its investments through a mix of available subsidies, equity, bank and bond financing achieve a target debt-to-equity ratio of between 75% and 90% per project.
Ownership: FDE holds its assets on a long-term basis to ensure recurring cash flows, but can enter into strategic partnerships and joint investments with selected shareholders.
Operate and optimize: FDE manages the operation and maintenance of its assets, leveraging its expertise in operational and cost management. The Group also manages purchase and sales contracts and has access to several energy markets for price hedging.
The know-how acquired in exploiting these resources enables us to achieve economies of
scale and optimize the creation of sustainable value at our production sites. This expertise contributes to the common interests of FDE, its customers, partners, shareholders and all Group's internal and external stakeholders.
Managing the entire value chain, from exploration to production and distribution, enables the Group to offer competitive energy and provide its customers with a range of solutions tailored to their needs.
This positioning is a decisive competitive advantage in maximizing value creation for FDE shareholders.
2. KEY FIGURES FIRST HALF OF FISCAL 2025
2.1. Sales figures
In the first half of the year ending on December 31st, 2024, the Group recognised sales of €12.2 M. These sales do not include those generated by Drin Energija (holding entity Petjnik, the solar farm) with an installed capacity of 45MW in operation in Bosnia), where FDE does not hold as of now control under IFRS 10 rules. The planned changes in governance and capital structure should enable FDE to gain control and consolidate this entity using the full consolidation method. If the conditions had been met as of December 31st, 2024 to fully consolidate Drin Energija, consolidated sales would have been €15.5 M.
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Sales breakdown between the first half of 2024 and 2025:
For the first 6 months of the 2025 financial year, the gas production business posted sales of €3.1 M, as gas injection into the NaTran (ex-GRTgaz) transmission network resumed at the end of October 2024, after a long period of unavailability. The Group is also pursuing legal action to obtain compensation for losses incurred as a result of the network's unavailability since 2019.
H1 2025 sales associated with electricity generation (excluding Greenstat) amounted to €7.0 M, against a backdrop of normalized energy prices compared with the previous year. Proactive portfolio management has nevertheless enabled FDE to secure a significant proportion of production for current year at competitive prices, thereby guaranteeing the Group's sales growth.
Revenues from heat sales, linked to the Béthune project and the Creutzwald solar thermal power plant, amounted to €210 K for the half-year.
Cryo Pur's contribution is limited over these first 6 months fiscal 2025, due to the termination of maintenance contracts in Ireland and Norway, pending the commissioning of new owned Renewable Natural Gas (RNG) and Bio-CO₂ production sites in Norway.
Revenues associated with Greenstat in Norway for the first 6 months of 2025 amounted to €1.8 M, and mainly comprise construction work related to Norwegian photovoltaic power plant projects, and in particular tthe construction of one of Norway's largest rooftop solar power plants (2.3 MW) to contribute to the decarbonization of a datacenter.
Recognized only under the full consolidation method, solar production at the Petjnik site in Bosnia would have generated revenues of €3.3 M over the half-year.
2.2. EBITDA and operating income
Despite a restriction in gas sales due to the unavailability of the transmission network in a normalized market price environment, EBITDA stood at €6.5 M in H1 2025 (H1 2024: €10.8 M), with an EBITDA margin of 53%, or 63% excluding Greenstat and the IFRS restatement of employee free-awarded shares (H1 2024: 62%), which remains above Group targets.
In an inflationary environment, this performance is due to the Group's ongoing cost control, with administrative expenses (excluding the integration of Greenstat and the recognition of employee free-awarded shares under IFRS) at €4.1 M.
The integration of Greenstat results in additional costs of €1.9 M, notably in personnel costs and consultancy fees, which are currently being streamlined. Note the addition of 12 Greenstat employees as at December 31st, 2024.
Note that the valuation of the Research and Innovation Tax Credit for calendar year 2024 is included in operating income for a total amount of €730 K.
On December 31st, 2024, Other income/(expense) mainly comprises the fair value of opened enery price hedging positions for the next 18 months at December 31st, 2024 for €1.4 M, as part of the selling price optimization of the Group's assets, with Engie under the ISDA agreement signed between the parties.
The contribution of the 45 MW solar farm at Petjnik in Bosnia to Group EBITDA (operating share of income from associates) for the first half stood at €1.6 M.
Operating income represented €4.5 M, or 37% of sales (H1 2024: 52%).
2.3. Investments
During the first half of 2025, FDE continued its investment policy with over €10 M invested, reinforcing its unique positioning through the deployment of local low-carbon energy solutions in France, and in particular the expenditure associated with the additional cogeneration units to be installed over 2025 (nearly €2.5 M of investments over the halfyear) and the construction of the new 100 GWh per year RNG production unit in Stavanger (€5.3 M of investments over the half-year) for start of production scheduled for 2026.
FDE is also completing the installation of a new 5 MW photovoltaic power plant in Engene, Norway, scheduled for commissioning in Q3 2025.
2.4. Cash flow and financing
The Group's net cash position at December 31st, 2024 was €49.6 M, up by €2.0 M compared to June 30th, 2024.
This improvement can be attributed to sustained operating activity and the raising of additional financing of over €17 M, enabling FDE to maintain an active investment policy over the period.
Cash flow from the Group's operating activities was positive for the year, with operating cash flow of €2.5 M, compared to €7.8 M in H1 2024. This was impacted by a normalized energy price market, as well as the consolidation of Greenstat, which temporarily affected cash requirements.
Cash flow from investing activities was negative at €9.9 M (versus -€4.4 M at December 31st, 2023). These outflows confirm the Group's growth, notably with investment to extend the cogeneration portfolio in France, as well as the development of the RNG business in Norway.
Cash flow from financing activities was positive by a further €10.7 M, compared to -€6.3 M in the first half of 2024. The Group benefited from the drawdown of an additional €10 M on the green bond for the development of its low-carbon energy portfolio, underwritten by Edmond de Rothschild Asset Management (EDRAM), and from Arkéa's new €7 M "PACT Trajectoire ESG" loan, a corporate loan at FDE level confirming the holding company's financial strength.
On December 31st, 2024, FDE had net financial debt of €45.4 M (compared with €33.5 M in H1 24), a Net Debt/EBITDA ratio of 2.95x and a conservative net debt to equity of almost 55%.
The support of financial institutions is helping to accelerate the Group's development and proves the relevance of FDE's model based on energy solutions with strong environmental, economic and social impacts on its territories, while enabling the Group to limit use of its equity capital and maintain a low cost of capital.
2.5. CSR commitments and non-financial impacts
FDE is now present in France, Belgium, Luxembourg, Norway and Bosnia-Herzegovina. Our objective for the coming years remains to strengthen our international presence, by offering low-carbon energy solutions that can be rapidly deployed.
FDE conducts its activities in an ecologically, economically and socially sustainable way, in all circumstances.
In its continually reinforced Corporate Social Responsibility ("CSR") policy, FDE, its employees and partners, are committed to adopting a business attitude characterized by integrity and respect for the law.
In addition to environmental protection, this commitment also includes respect and support for the Universal Declaration of Human Rights as adopted by the United Nations, labor standards as established by the International Labor Organization (ILO), a zero-tolerance policy towards corruption, fraud or money laundering, protection of data and intellectual property, compliance with all relevant laws and regulations, and good corporate citizenship in general.
FDE's various activities are at the heart of the ecological transition and absolutely critical to achieving the 2050 carbon neutrality targets to the European Union and its various members have committed. It is on this set complementary solutions that FDE is concentrating its efforts to continue strengthening the resilience of the territories concerned by its activity, while reducing the carbon footprint of the energy used in these regions.
Finally, following various workshops with stakeholders, FDE has formalized its CSR commitments, including quantified targets for short- and medium-term multi-year trajectories on climate change mitigation, i.e. total emissions avoided during the year. This climate transition strategy was adopted by General Meeting of FDE shareholders on December 18th, 2024.
In addition, all FDE activities in production or under development (mine gas, coal gas, solar, solar thermal, RNG, Bio-CO₂, hydrogen and CO₂ sequestration) are part of the European taxonomy, which designates the European classification of economic activities with a favorable impact on the environment. Its aim is to direct investment towards the "green" activities needed to achieve the European climate objective of carbon neutrality by 2050.
2.5.1. FDE and the Sustainable Development Goals
While supporting all 17 "Sustainable Development Goals" (SDGs), as defined in September 2015 by the United Nations for the period 2015-2030, FDE mainly contributes to goals related to its own areas of expertise and more specifically the following goals:
ODD # 7 - Ensuring access for all to reliable, sustainable, modern and affordable energy services
FDE contributes to this objective, which aims to guarantee access for all to reliable, sustainable and modern energy services, by implementing concrete initiatives. Thanks to the Béthune heating project, households benefit from green energy while reducing their annual energy bill by €400 per household.
ODD # 9 – Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation
FDE contributes to this goal of building a resilient and sustainable infrastructure by promoting solutions that combine economic performance and respect for the environment. A concrete example of this contribution is the development of an innovative system to transform biogas and CO₂ into RNG and Bio-CO₂, for which FDE holds a family of 8 international patents.
ODD # 11 – Ensure that cities and human settlements are inclusive, safe, resilient and sustainable
FDE contributes to this objective, which aims to make cities and human settlements inclusive, safe, resilient and sustainable. Short circuits and successful local integration are key elements in the development of the Group's projects. Currently, all of its energy production and distribution is local, promoting local employment, energy independence and locally competitive energy.
ODD # 12 – Establish sustainable consumption and production patterns
FDE contributes to this objective, which aims to ensure sustainable consumption and production patterns. One example of this contribution is the collaboration with the public sector and communities to set up joint initiatives to promote sustainable practices in the energy sector through the development of heat networks, for example.
ODD # 13 – Take urgent action to combat climate change and its repercussions
FDE is actively contributing to this objective, which aims climate change and mitigate its impacts. One example of this commitment is the reduction of over 3.5 million tons of CO₂ equivalent per year, of which 1.4 million tons are certified1 . By developing sustainable energy solutions and optimizing industrial processes, FDE plays a key role in reducing carbon footprints.
ODD 17 # – Partnerships to achieve the goals
FDE contributes to this objective by promoting effective partnerships between governments, the private sector and civil society. By facilitating collaboration between these players, FDE creates synergies and strategic alliances to ensure that the projects developed meet the needs of local communities while stimulating economic development.
FDE considers itself particularly well positioned to contribute to these objectives, as the Group has already demonstrated the effectiveness of its approach to sustainably reducing the carbon footprint energy use, developing a better distributed infrastructure and providing affordable energy to local consumers in order to develop sustainable ecosystems.
2.5.2. CSR commitments
Local energy: a lever for sustainable development
The development of local energies through short circuits is an essential driver for the sustainable development of territories, facilitating an effective climate transition. This is the DNA and raison d'être of FDE: developing local resources to offer energy solutions with a positive impact, thereby reducing the carbon footprint of the energy used in the areas concerned.
Since its inception, FDE has taken a pragmatic and innovative approach to energy issues, focusing on tangible results rather than distant promises. By 2024, FDE has demonstrated its commitment by producing energy that reduces greenhouse gas emissions relative to the French energy mix. Thanks to a pragmatic approach, the Group continuously measures the environmental impact of its activities. Indeed, with 22.5 MW of installed power generation capacity, FDE has avoided more than 3.5 million tons of CO₂ eq, a record impact at its main sites in Belgium and France.
Aligning the Group's DNA and its day-to-day actions with its climate ambition is essential for FDE, its teams and stakeholders in the territories where the Group operates.
A clear and measurable climate ambition
FDE's long-term objective is to maintain its status as a producer with a negative carbon footprint. Thanks to low-carbon energy solutions, in particular the capture and recovery of mine gas from former mining basins, FDE stands out as one of the few producers with a negative carbon footprint in France and Europe.
Mine gas, mainly composed of methane, has a Global Warming Potential (GWP) 82.5 times greater than CO₂ over 20 years, according to the latest IPCC report. With the current portfolio, FDE contributes to avoiding more than 3.5 million tons of CO₂ eq every year, based on the
1 Figures not certified at this stage, 1.4 million tons certified. Source: Inéris 2019 certification, updated with a Global Warming Potential of 82.5 (AR6 - IPCC) and including the Béthune and Avion 7 sites (FDE extrapolation), Université Polytechnique de Mons study.
Inéris 2019 Certification, updated with a Global Warming Potential of 82.5 (AR6 - IPCC) and including the Béthune and Avion2 site and the Mons Polytechnic University 2022 Study.
In 2024, the commitment and efforts of our employees enabled the Group to maintain a negative carbon footprint for the eighth year running.
FDE has set itself a key objective: to avoid more than 20 million tons of CO₂ eq emissions per year by 2030, equivalent to the emissions of more than 3 million inhabitants of the European Union according to the latest World Bank statistics. To achieve carbon neutrality, FDE is banking on significant production of essential low-carbon energies, namely electricity, gas, hydrogen, heat all combined with the development of its CO₂ capture, storage and recovery capacity.
Investment process aligned with our environmental strategy
FDE is not content with its own performance. The Group encourages its subcontractors, partners, suppliers and customers to adopt decarbonization practices, integrating these objectives into its contracts and calls for tender. By 2030, FDE aims to measure and reduce scopes 1, 2 and 3 emissions across its entire ecosystem.
The focus here is on Type 3 emissions, which generally represent the majority of a large company's climate impact, and the need for reporting since 2024 for certain companies.
FDE is also working with financial regulators on the introduction of a carbon footprint including Scope 4, which would take full account of avoided emissions in order to reflect the full reality of the Group's contribution to ecological transition efforts.
What's more, all of FDE's activities, whether in production or under development (mine gas, solar, RNG, hydrogen, CO₂, etc.), are aligned with the European goal of Net Zero by 2050, as well as with the European taxonomy, which classifies environmentally friendly economic activities.
With nearly €100M of green bonds issued since 2021, the investment decision-making process incorporates the climate change impact of projects, ensuring that each initiative contributes to the climate goals of carbon neutrality by 2050.
Lastly, the main capital expenditure planned over the next few years to meet these environmental targets is €30 M to set up more sites to recover mine gas in the form of electricity and heat in France and Belgium.
In addition, the Group plans to invest €50 M in the construction of solar farms in Europe and Norway, €120 M in the production of RNG, mainly in Norway, and €40 M in the production of hydrogen by electrolysis in Norway.
2.5.3. Non-financial impacts
To measure extra-financial impacts, FDE relies on its core values of excellence, trust, respect and responsibility. These values apply to all our operations and to each of the communities in which we operate.
Guided by its Code of Conduct and Business Ethics, FDE meets or exceeds the requirements of all applicable laws and standards in the communities where the Group operates, through all its activities in each of its regions. In doing so, FDE is committed to being transparent and respectful towards all its stakeholders, including investors, employees, partners, suppliers and communities, etc.
2 According FDE's extrapolation
FDE's commitment to quality vis-à-vis all its stakeholders (teams, customers, investors, subcontracting partners, elected representatives, local authorities and creditors) remains at the heart of its concerns, with ISO 9001 certification maintained for all the Group's operational activities in the Hauts-de-France region. This certification is the international standard for Quality Management Systems QMS), to guarantee the quality of the product supplied and the continuous improvement of the company's processes.
3. HALF-YEAR 2025 HIGHLIGHTS
3.1. Operational projects
Prefectoral decree obtained for one of the Hauts-de-France sites
The Group obtained a prefectoral decree dated November 27th, 2024, authorizing the opening of mining works for the exploitation of a mine gas vent in the Désirée concession in the commune of Rouvignies.
This authorization allows its subsidiary to install up to three engines, each with a capacity of 1.5 MW. The commissioning of two engines is scheduled for this summer, once the well supervision agreement has been signed with the French government.
At the same time, a prefectoral decree for the Angres was issued at the beginning of January, targeting a commissioning of two engines in 2025.
The commissioning of these 4 new cogeneration units already on site in the Hauts-de- France region, scheduled for 2025, will contribute to the Group's organic growth and accelerate the capture and recovery of mine gas on concessions held by FDE.
Incorporation of Halsa, FDE's new subsidiary on the Norwegian RNG and Bio-CO₂ market
Halsa Biogass AS, the Group's new Norwegian subsidiary, has been incorporated to carry the project to produce RNG and Bio-CO₂ in Halsa. The unit will produce 120 GWh of RNG, 14,200 tons a year of liquid Bio-CO₂ and 144,500 tons organic fertilizer.
The subsidiary has launched its engineering work, the contracting of inputs with local farmers and the filing of permits to prepare for the start of production, expected in 2026. The subsidiary has also secured 30% of its offtake through its partner, Sorheim Holding AS.
Halsa is also in discussions with banks to obtain financing and is in the process of obtaining grants from ENOVA, Norway's ecological transition agency, for the construction of the RNG plant.
Together with the new 100 GWh/year RNG production unit in Stavanger, currently under construction and scheduled to come on stream at the end of 2025, these projects, along with the many other green energy production projects under development in Norway, will contribute the Group's strong sales growth.
3.2. Financing
Issuance of a new €7 M financing from Arkéa Banques Entreprises et Institutionnels
In July 2024, in order to take its ESG approach a step further, FDE obtained a second €7 M impact loan from Arkéa Banque Entreprises et Institutionnels.
The purpose of this "PACT Trajectoire ESG" corporate loan is to support the Group's organic and external growth strategy in France and abroad, beyond its existing projects and the pipeline of identified and secured projects, to become one of the main low-carbon energy production platforms in Europe.
This "PACT Trajectoire ESG" impact loan benefits from up to 20% production on financial
costs, if FDE improves its ESG performance according to predetermined criteria.
To guarantee the neutrality of the evaluations, ESG performance and improvement will be assessed annually by EthiFinance, an independent extra-financial analysis agency.
Improved Gaïa Research rating in 2024
EthiFinance ESG Ratings is the leading rating agency for French mid-cap companies, effectively companies' commitment to the Environment, Social Responsibility, Governance and interactions with External Stakeholders (ESG-PPE).
EthiFinance ESG Ratings assesses the companies it covers according to a reference framework of around 140 criteria, divided into 4 pillars: Environment, Social, Governance and External Stakeholders (ESG-PPE). The reference framework is updated annually in line with the results of previous years and emerging ESG risks (new questions, level of detail in responses, rating algorithms, etc.).
In 2024, FDE achieved an overall score of 69/100, up again from 65/100 in 2023. This excellent score highlights the Group's proactive environmental and social policy.
FDE significantly outperforms its peers, standing out among the 82 companies in the Energy sector that make up the benchmark used by EthiFinance ESG Ratings. This success testifies to our Group's unwavering commitment to social responsibility and the fight against climate change.
3.3. Significant events since the year-end
Strategic contract signed for green hydrogen development in Norway
FDE has signed a strategic electrolyser supply contract for Agder Hydrogen Hub ("Agder"), its flagship 20 MW renewable hydrogen production project in the heart of Norway's Hydrogen Valley.
This contract marks a major step in FDE's strategic development in Norway. With the supply of 20 MW of electrolyzers from ITM Power, a world leader in the design of PEM (proton exchange membrane) electrolyzers, listed on the London Stock Exchange. This contract marks the official start of construction of the Agder Hydrogen Hub project, and a central pillar in FDE's low-carbon hydrogen strategy.
The supply contract, worth €20 M, was signed in conjunction with a ten-year full-service commitment from ITM Power to help FDE maximize performance and uptime of the equipment supplied.
The Agder project features the implementation of four Neptune V units of 5 MW each, for a total capacity of 20 MW. These latest generation electrolyzers, scheduled for delivery in the first half of 2026, will enable hydrogen to produce from renewable energy sources, thus contributing to achievement of the global climate objectives. The industrial site, currently being prepared, will house these facilities and start hydrogen by the end of 2026.
As a reminder, the project benefits from the financial support ENOVA, which has granted a subsidy of NOK 148 M (equivalent to €12.6 M), representing almost 40% of the total investment cost. FDE is currently in discussions with its historical banking and bond partners to finalize the financing of this phase.
Strategic Bpifrance funding of €10 M to accelerate low-carbon energy production in Europe
FDE has obtained two strategic loans from Bpifrance for a total of €10 M, significantly boosting its investment capacity. This major financial operation was secured on favorable terms, underlining the renewed confidence of institutional financial partners in FDE's business model, whose resilience is evidenced by recurrent and robust cash generation combined with a solid balance sheet.
The 10-year "Prêt Croissance Relance" will enable FDE to accelerate its strategic expansion, both on the French market and internationally, beyond its existing projects and already secured portfolio.
At the same time, the 5-year "Green Loan" benefits from a 50% guarantee by the national fund "Fonds Prêt Vert 4" as part of the Plan France Relance. This financing is specifically designed to amplify FDE's impact environmental initiatives, whose ambition is to avoid more than 20 million tons of annual CO₂ emissions by 2030.
These additional financial resources will enable FDE to step up its development in strategic, high-potential segments, notably low-carbon hydrogen in France and abroad, consolidating its position as an innovative player in the critical energy sector.
3.4. Related party transactions
There were no new transactions with related parties in the first half of the year to December 31st, 2024.
Note 4.5 "Related parties" to the condensed interim consolidated financial statements provides all the necessary information on current transactions with related parties, their nature and the amounts to be considered for the half-year.
3.5. Group outlook for 2025
FDE, present in five European countries, today produces key energies for achieving "Net Zero", confirming its commitment to the energy transition by consolidating its leading role in low-carbon energy, positioning the Group as a key player in the low-carbon energy sector on a European scale.
FDE continues to develop its strategy based on the implementation of energy solutions in order to produce and valorize local energies in short circuits and contribute to the reduction of carbon footprint of the territories concerned by its activity.
The Group is thus continuing to develop its activities in the capture and recovery of gas in short circuits, and the construction of RNG and Bio-CO₂ production plants that will meet the growing demand for RNG in Europe.
The production natural, green or decarbonated hydrogen, as well as the storage of CO₂ are also strong growth segments for the Group.
With regard to hydrogen in particular, following the award of the Bleue Lorraine concession, the Group is stepping up the development of its low-carbon hydrogen strategy in the region, at the heart of a highly active hydrogen ecosystem that includes the construction of a network linking industrial-scale consumers.
FDE is also pursuing its development natural hydrogen, and its research work pending the granting of the so-called "Des Trois Evêchés" permit, in order accelerate the development of this resource in the form of native hydrogen, which is ecologically and economically very competitive, particularly compared with other forms of carbon-free hydrogen.
By integrating hydrogen production, offering all the essential energies for a sustainable future, FDE strengthens its position as an independent, multi-energy, low-carbon producer.
These synergies will create a leading European player in low-carbon energy production, making a significant contribution to Europe's goal of carbon neutrality by 2050.
Thanks to FDE's positioning over more than a decade as low-carbon local energy producer, as the Group's recent developments in Norway and ongoing progress in France and Belgium, the objectives for the 2030 financial year are structured around three key indicators:
- Strong growth to achieve annual sales of over €175 M;
- Continued improvement in profitability, with EBITDA exceeding €85 M;
- A reinforced environmental contribution with over 20 million tons of CO₂ eq emissions avoided per year.
3.6. Risks and uncertainties fiscal 2025
Compared with the risks presented in section 8 - IDENTIFICATION OF RISK FACTORS AND MANAGEMENT MEASURES of its annual financial report as published on November 18th, 2024, the Group has not identified any additional risks that should be taken into consideration for its activities during the first half of the financial year ending June 30th, 2025.
Among all these risks, those considered the most important are the following:
- Changes and volatility in gas and electricity prices that could have an adverse effect on the Group's business.
- Reservoir risk with damage to the mining void and displacement of the resource in relation to the catchment point under consideration.
- Industrial equipment yields lower than anticipated, particularly at cogeneration sites.
- Difficulty in obtaining new financing in line with financial conditions and deadlines
- The Group's expansion and new may be hampered by time constraints.
- Unanticipated developments or new regulatory constraints that could delay or call into question development projects.
MANAGEMENT AND SUPERVISORY BODIES AT DECEMBER 31st, 2024
BOARD OF DIRECTORS
Julien Moulin Chairman
Antoine Forcinal Managing Director
Christophe Charlier (a)
NOMINATIONS AND COMPENSATION COMMITTEE
Julien Moulin
Christophe Charlier
ACCOUNTS AND AUDIT COMMITTEE
Christophe Charlier Chairman
Julien Moulin
STATUTORY AUDITORS
FORVIS MAZARS (b) represented by Laurence Fournier
BDO Paris (c) represented by Sébastien Haas
(a) Independent Director
(b) Expiration of term of office: AGM convened to approve the financial statements for the year ending June 30th, 2025.
(c) Expiration of term of office: AGM convened to approve the financial statements for the year ending June 30th, 2026.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| CONSOLIDATED INCOME STATEMENT | 18 |
|---|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
19 |
| CONSOLIDATED BALANCE SHEET | 20 |
| CONSOLIDATED CASH FLOW STATEMENT | 21 |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY |
22 |
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
23 |
| 1. ACCOUNTING RULES, METHODS AND PRINCIPLES |
23 |
| 2. NOTES TO THE INTERIM INCOME STATEMENT |
30 |
| 3. NOTES TO THE BALANCE SHEET | 36 |
| 4. OTHER INFORMATION NOTES | 48 |
| STATUTORY AUDITORS' REPORT ON THE HALF YEAR FINANCIAL INFORMATION |
56 |
| DECLARATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT |
58 |
CONSOLIDATED INCOME STATEMENT
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J]UJSXJXNSHQZINSLTUJWFYNSLJ]UJSXJX 8MFWJTKUWTKNYTKFXXTHNFYJX TUJWFYNSL *'.9)& 3JYHMFWLJXYTUWT[NXNTSX )JUWJHNFYNTSFRTWYN_FYNTSFSINRUFNWRJSY (ZWWJSYTUJWFYNSLNSHTRJ 4YMJWSTSHZWWJSYNSHTRJFSIJ]UJSXJX 4UJWFYNSLNSHTRJ +NSFSHNFQNSHTRJ ,WTXXHTXYTKIJGY 4YMJWKNSFSHNFQJ]UJSXJX 8MFWJTKUWTKNYTKFXXTHNFYJX STSTUJWFYNSL 5WTKNYGJKTWJYF] (ZWWJSYFSIIJKJWWJIYF]JX 3JYNSHTRJ 3JYNSHTRJ,WTZUXMFWJ 3JYNSHTRJSTSHTSYWTQQNSLNSYJWJXYX *FWSNSLXUJWXMFWJ,WTZUXMFWJ 'FXNHJFWSNSLXUJWXMFWJ )NQZYJIJFWSNSLXUJWXMFWJ
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| RTSYMUJWNTIJSIJI)JHJRGJWXY | )JHJRGJWXY | /ZSJ YM |
|---|---|---|
| € | € | |
| 3JYNSHTRJ | ||
| .YJRXXZGXJVZJSYQ^YWFSXKJWFGQJYTNSHTRJ | ||
| &HYZFWNFQLFNSXFSIQTXXJXTSUJSXNTSUQFSX | ||
| 9F]JKKJHY | ||
| .YJRXSTYXZGXJVZJSYQ^YWFSXKJWFGQJYTNSHTRJ | ||
| 4[JWFQQWJXZQY | ||
| (TRUWJMJSXN[JNSHTRJ,WTZUXMFWJ | ||
| (TRUWJMJSXN[JNSHTRJSTSHTSYWTQQNSLNSYJWJXYX | ||
| *FWSNSLXUJWXMFWJ,WTZUXMFWJ | ||
| 'FXNHJFWSNSLXUJWXMFWJ | ||
| )NQZYJIJFWSNSLXUJWXMFWJ |
CONSOLIDATED BALANCE SHEET
+.3&3(.&1548.9.43 (43841.)&9*)'&1&3(*8-**9
| RTSYMUJWNTIJSIJI)JHJRGJWXY | 3TYJX | )JHJRGJWXY | /ZSJ YM |
|---|---|---|---|
| € | € | ||
| &88*98 | |||
| ,TTI\NQQ | |||
| *]UQTWFYNTSFXXJYX | |||
| 4YMJWNSYFSLNGQJFXXJYX | |||
| 5WT[JSRNSNSLWNLMYX | |||
| 4YMJWUWTUJWY^UQFSYFSIJVZNURJSY | |||
| .S[JXYRJSYXNSFXXTHNFYJX | |||
| 3TSHZWWJSYKNSFSHNFQFXXJYX | |||
| )JKJWWJIYF]FXXJYX | |||
| 3TSHZWWJSYFXXJYX | |||
| 8YTHPX | |||
| &HHTZSYXWJHJN[FGQJ | |||
| 4YMJWHZWWJSYFXXJYX | |||
| 5WJUFNIJ]UJSXJX | |||
| (FXMFSIHFXMJVZN[FQJSYX | |||
| (ZRZQFYN[JYWFSXQFYNTSFIOZXYRJSY | |||
| (ZWWJSYFXXJYX | |||
| 9TYFQFXXJYX | |||
| 6:.9>&3)1.&'.1.9.8 | |||
| (FUNYFQ | |||
| 5WJRNZRX | |||
| 4YMJWWJXJW[JX | |||
| 3JYNSHTRJ,WTZUXMFWJ | |||
| (ZRZQFYN[JYWFSXQFYNTSFIOZXYRJSY | |||
| 4YMJWJVZNY^NYJRX | |||
| 8MFWJMTQIJWX JVZNY^ ,WTZUXMFWJ | |||
| 3TSHTSYWTQQNSLNSYJWJXYX | |||
| (TSXTQNIFYJIXMFWJMTQIJWX JVZNY^ | |||
| 3TSHZWWJSYKNSFSHNFQIJGY | |||
| 3TSHZWWJSYUWT[NXNTSX | |||
| 5WT[NXNTSXKTWUJSXNTSHTRRNYRJSYX | |||
| )JKJWWJIYF]QNFGNQNYNJX | |||
| 4YMJWSTSHZWWJSYQNFGNQNYNJX | |||
| 3TSHZWWJSYQNFGNQNYNJX | |||
| (ZWWJSYKNSFSHNFQIJGY | |||
| (ZWWJSYUWT[NXNTSX | |||
| 9WFIJFHHTZSYXUF^FGQJ | |||
| +N]JIFXXJYXZUUQNJWX | |||
| 4YMJWHZWWJSYQNFGNQNYNJX | |||
| (ZWWJSYQNFGNQNYNJX | |||
| 9TYFQJVZNY^FSIQNFGNQNYNJX |
CONSOLIDATED CASH FLOW STATEMENT
| (43841.)&9)(&8-+14<89&92*39 | |||
|---|---|---|---|
| >JFWJSINSL)JHJRGJWXY | 3TYJX | )JHJRGJWXY | /ZSJ YM |
| € | € | ||
| 4UJWFYNSLFHYN[NYNJX | |||
| (TSXTQNIFYJISJYNSHTRJ | |||
| .SHTRJKWTRFXXTHNFYJX | |||
| (ZWWJSYFSIIJKJWWJIYF]J]UJSXJ | |||
| 3JYIJUWJHNFYNTSFRTWYN_FYNTSFSINRUFNWRJSYTKUWTUJWY^ UQFSYFSIJVZNURJSYFSINSYFSLNGQJFXXJYX |
|||
| 3JYFIINYNTSXYTUWT[NXNTSX | |||
| (FUNYFQLFNSXQTXXJXTSFXXJYINXUTXFQX | |||
| (MFSLJNSTUJWFYNSL\TWPNSLHFUNYFQWJVZNWJRJSY | |||
| (MFSLJNS<(7 TYMJWFXXJYXFSIQNFGNQNYNJX | |||
| 8MFWJGFXJIHTRUJSXFYNTSJ]UJSXJ | |||
| ,WTXXHTXYTKIJGY | |||
| 9F]UFNI | |||
| 4YMJWSTSHFXMNYJRX | |||
| (&8-+14<+742457&9.3,&(9.;.9.8 | |||
| .S[JXYRJSYFHYN[NYNJX | |||
| (FUNYFQN_JIJ]UQTWFYNTSJ]UJSXJX | |||
| 9FSLNGQJFSINSYFSLNGQJNS[JXYRJSYX | |||
| 5WTHJJIXKWTRINXUTXFQTKUWTUJWY^UQFSYFSIJVZNURJSYFSI | |||
| NSYFSLNGQJFXXJYX | |||
| (MFSLJNSUF^FGQJXYTXZUUQNJWXTKKN]JIFXXJYX | |||
| 8ZGXNINJXWJHJN[JITSNS[JXYRJSYFHYN[NYNJX | |||
| &HVZNXNYNTSINXUTXFQTKKNSFSHNFQFXXJYX | |||
| &HVZNXNYNTSTKJVZNY^NSYJWJXYXSJYTKHFXM | |||
| (&8-+14<+742.3;89.3,&(9.;.9.8 | |||
| +NSFSHNSLFHYN[NYNJX | |||
| (FUNYFQHTSYWNGZYNTSXYTXZGXNINFWNJX | |||
| 5ZWHMFXJTKYWJFXZW^XMFWJX | |||
| .XXZFSHJTKGTWWT\NSLX J]HQZINSLJ]UJSXJX | |||
| 7JUF^RJSYTKQTFSXFSIGTWWT\NSLX | |||
| 4YMJWKNSFSHNFQQNFGNQNYNJX | |||
| (TXYTKSJYIJGYNSYJWJXYUFNI | |||
| *]UJSXJXUFNITSGTWWT\NSLX | |||
| (&8-+14<8+742+.3&3(.3,&(9.;.9.*8 | |||
| 4YMJWHMFSLJX NSHQZINSLYWFSXQFYNTSFIOZXYRJSYX | |||
| 39(-&3,.3(&8-&3)(&8-6:.;&1398 | |||
| 4UJSNSLSJYHFXMUTXNYNTS | |||
| 39(&8-548.9.43&93)4+>*&7 |
Net cash and cash equivalents at the end of the year, as shown in the consolidated cash flow statement, comprise bank accounts net of overdrafts, cash on hand and the cash portion of the Group's liquidity contract.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| Actions | Other equity | Net income and other reserves |
Total shareholders' equity |
Non controlling |
Total shareholders' |
||||
|---|---|---|---|---|---|---|---|---|---|
| 6-month period ended December 31 st, 2024 |
Number | Nominal value | Capital | Bonus | items | - Group share | - Group share | interests | equity |
| € | € | € | € | € | |||||
| At June 30th, 2023 | 5 182 604 | 1 | 5 182 604 | 44 052 241 | 30 866 | 24 685 316 | 73 951 027 | -276 005 | 73 675 022 |
| Net income | 6 302 122 | 6 302 122 | -139 064 | 6 163 058 | |||||
| Other comprehensive income | -12 806 | -12 806 | -12 806 | ||||||
| Free-awarded shares | 765 842 | 765 842 | 765 842 | ||||||
| Own shares | |||||||||
| Other changes (including translation adjustments) | 10 494 | 10 494 | -45 044 | -34 550 | |||||
| Capital increase (bonus shares) | 49 281 | 1 | 49 281 | -49 281 | 0 | 0 | |||
| Capital increase (subsidiaries) | |||||||||
| Greenstat acquisition | |||||||||
| At December 31st, 2023 | 5 231 885 | 1 | 5 231 885 | 44 002 960 | 18 060 | 31 763 774 | 0 81 016 679 |
0 -460 113 |
80 556 566 |
| At June 30th, 2024 | 5 231 885 | 1 | 5 231 885 | 44 002 960 | 20 043 | 33 295 010 | 82 549 897 | 7 921 982 | 90 471 879 |
| Net income | 1 810 218 | 1 810 218 | -164 909 | 1 645 309 | |||||
| Other comprehensive income | 2 967 | 2 967 | 2 967 | ||||||
| Free-awarded shares | 442 654 | 442 654 | 442 654 | ||||||
| Own shares | -1 000 000 | -1 000 000 | -1 000 000 | ||||||
| Other changes (including translation adjustments) | -470 527 | -470 527 | -187 693 | -658 220 | |||||
| Capital increase (free-awarded shares) | 48 125 | 1 | 48 125 | -48 125 | 0 | 0 | |||
| Capital increase (Greenstat) | 0 | -213 916 | -213 916 | -213 916 | |||||
| At December 31st, 2024 | 5 280 010 | 1 | 5 280 010 | 43 954 835 | 23 010 | 33 863 439 | 83 121 293 | 7 569 380 | 90 690 674 |
The €219,000 change in shareholders' equity over the 6-month period ended December 31st, 2024 is mainly due to the purchase of treasury shares for €1 M and to the fulfillment of all the conditions of presence at the end of the vesting period for the employee free-awarded shares plan, 48,125 shares were thus allocated over the half-year, with a capital increase by incorporation of additional paid-in capital.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING RULES, METHODS AND PRINCIPLES
1.1. General principles and basis of preparation of the consolidated financial statements
The consolidated financial statements for the first half of the year ending December 31st, 2024, i.e. the period from July 1st, 2024 to December 31st, 2024, were approved by the Board of Directors of FDE S.A. on March 19th, 2025.
These financial statements have been prepared in accordance with IAS 34 on preparation of interim financial statements, and with IFRS (International Financial Reporting Standards) as published by the IASB and adopted by the European Union and applicable on December 31st, 2024.
The condensed interim consolidated financial statements have been prepared in accordance with the same rules and methods as those used to prepare the annual financial statements for the year ended June 30th, 2024. In addition, the Group's activities are not considered to be subject to any seasonality on an annual basis, and the comparability of the interim and annual financial statements is therefore not affected.
The scope of consolidation has changed over the half-year compared with June 30th, 2024. The Norwegian company Halsa Biogass A.S., 70% owned by Cryo Pur, joined the scope of consolidation on September 20th, 2024.
Apart from this company, the only change in interest in consolidated entities during the year concerned Cryo Pur SAS and Greenstat AS. On December 31st, 2024, FDE held 96.1% of Cryo Pur, following a capital increase carried out during the half-year, followed by the subscription of part of the minority shareholders. At December 31st, 2024, FDE held 55.9% of Greenstat, following a capital increase carried out during the half-year, followed by the subscription of some of the minority shareholders.
Only Drin Energija is not fully consolidated in the Greenstat scope. All Group companies close their accounts on June 30th, 2024.
The Group's consolidated financial statements are presented in euros, which is the functional currency of the parent company and its subsidiaries, excluding Concorde Energy Inc (US dollars), which did not report activity during the half-year and previous comparable periods, and excluding Cryo Pur Norge AS, Biogy Solutions AS, Askjenergy AS, Halsa Biogass AS and Greenstat AS (Norwegian kroner).
The new mandatory amendments published in the Official Journal of the European Union have been taken into account, but have no impact on the Group's consolidated financial statements at December 31st, 2024:
- Amendments to IFRS 3: Updating the reference to the conceptual framework;
- Amendments to IAS 16: Revenue generated before its intended use;
- Amendments to IAS 37: Costs to be taken into account when determining whether a contract is deficit;
- Annual improvements: Annual standards improvement process 2018- 2020 cycle.
Finally, the Group did not apply standards or amendments in its consolidated accounts as of December 31st, 2024, in advance.
The preparation of financial statements in accordance with IFRS requires the Group's senior management to make estimates, assumptions and judgments that affect the information presented in the condensed interim consolidated financial statements and accompanying notes, in particular the assets, liabilities and contingent liabilities recognized or disclosed at the balance sheet date, and the income and expenses recognized for the period.
These estimates, assumptions and judgments are based on past experience and other factors considered reasonable at the date of preparation of the financial statements. They are reviewed on a regular basis by the Group's senior management and may therefore be revised significantly in the event of a change in circumstances or following new information. Some of these estimates, assumptions and judgments may have a material impact on the information presented, and actual results may differ from the amounts included in the consolidated financial statements and accompanying notes. It should be noted that estimates and assumptions are not updated for half-yearly reporting periods.
The application of these estimates, assumptions and judgments in the preparation of the condensed interim consolidated financial statements and notes for the six months to December 31st, 2024 mainly concerns the application of the going assumption, application of the successful efforts method oil exploration activities, the impairment of assets and the determination of their recoverable amount, provisions for site restoration and provisions for major overhauls, the recognition of deferred tax assets and liabilities, and the measurement of share-based payments.
1.2. Accounting rules and methods
Only the rules and methods considered to be significant in relation to the Group's business or events occurring during the first half of the year ending December 31st, 2024 are presented below.
A/ Consolidation principles
In accordance with the provisions of IFRS 10, the Group uses the full consolidation method when the following three conditions are cumulatively met to demonstrate control:
- Holding power over the entity
- Exposure or rights to variable returns on the entity
- The ability use power to impact yields.
Reciprocal transactions, assets and liabilities between consolidated companies, as well as internal profits are eliminated.
B/ Continuity
When preparing the consolidated financial statements, Group management assesses the Group's ability to continue as a going concern.
In particular, the Group's General Management regularly reviews its financing options to ensure that it remains a going concern, taking into account the maturity of its various assets and liabilities and its forecast cash flows, including those from gas, electricity and heat sales.
Group cash flow from operations for H1 25 amounted to €2.5 M, compared with €7.8 M in H1 2024, with a net Group cash position of €49.6 M at December 31st, 2024.
Management's forecasts and estimates of the Group's ability to continue as a going concern
are based in particular on the following factors: continued production gas, electricity and heat in the Hauts-de-France and Grand-Est regions, and of electricity in Belgium, according to our plans and assumptions (trends in gas prices in France and electricity prices in France and Belgium, quantity and quality of volumes produced on site, capacity to inject into the networks), stability of general and administrative expenses on a like-for-like basis, and completion of the maintenance operations and major overhauls required to keep our facilities running smoothly, in particular the cogeneration plants installed in the Hauts-de-France and Wallonia regions.
The Group has already secured the necessary financing for significant capital expenditure projects to be launched over the next twelve months, notably via the three green bond issues granted by Edmond de Rothschild Asset Management (EDRAM) on September 15th, 2021 for an amount of €25 M, fully subscribed, on September 30th, 2022 for €20 M, also fully subscribed, and on May 1st, 2024 for €60 M, of which €20 M was subscribed on December 31st, 2024.
The Group's forecasts up to the end of December 2025 show that will generate sufficient cash flow to ensure the continuation of its activities.
Based on these data and forecasts, the Group considers that it has the capacity to continue operating in fiscal 2025 and, more generally, over the next 12 months, to meet its cash requirements and settle its balance sheet debts.
The Group's consolidated financial statements for the year ended December 31st, 2024 have been prepared as follows on a going concerning basis.
C/ Revenues recognition
Revenue is recognised when a performance obligation is satisfied by the transfer of a good or service to the customer. The transfer is deemed to have occurred when the Group is no longer involved in the management or effective control of the goods or services transferred.
Sales of gas, electricity and heat are recorded according to the contractual terms with the Group's main customers such as Axpo, EDF Obligations d'Achats, Electrabel, Engie, Dalkia, SAVE and Primeo.
D/ Current and deferred taxes
The tax charge for the period current tax and the change deferred tax since the previous balance sheet date. The Group calculates income taxes in accordance with the tax laws in force in the countries where profits are taxable, in particular in France and Belgium.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities on consolidation and those resulting from the application of tax regulations.
The tax rate used to calculate deferred taxes is that known at the balance sheet date and applicable to the periods in which the assets will be realized or the liabilities settled: the effects of changes in tax rates are recognized in the income statement in the period in which the decision to change the tax rate is taken, except when they relate transactions recognized directly in equity. The tax used for the current tax charge for 2025 and for calculating deferred tax is 25%, unchanged from 2024.
Tax savings arising from tax loss carryforwards are recorded as deferred tax assets. All deferred tax assets are written down if they are deemed unrecoverable, and only the amount that is likely to be used is recognised as an asset in the balance sheet. On December 31st, 2024, unrecognized tax losses amounted to €48.6 M, including €5.5 M for LFDE International (Luxembourg), €2.8 M for Greenhill (Belgium), €26.9 M for Cryo Pur and €13.3 M for Greenstat.
E/ Exploration expenditure
Expenditure recognised as exploration assets in the consolidated balance sheet comprises all costs incurred in the prospecting and drilling phases of exploration. Study and analysis costs, as well as all costs incurred before mining titles are obtained, are expensed immediately. Geological and geophysical costs, including seismic surveys, are also expensed directly in the period.
The Group applies IFRS 6 on accounting for exploration expenditure. Underground resource production rights and assets are recognised using the successful efforts method.
Exploration drilling is accounted for and tested for impairment on an individual basis as follows:
- The cost of exploration drilling leading to the discovery of proved reserves is capitalized and subsequently amortized using the unit-of-production method, based on proved reserves developed;
- Pending determination of whether they have led to the discovery of proven reserves, exploration costs are capitalized when both of the following conditions are met:
- The well has revealed a sufficient volume of gas to justify, if necessary, putting it into production, assuming that the investments required for production are made,
- The Group is making sufficient progress in determining the reserves and the technical and economic viability of the project. This progress is assessed on the basis of criteria such as additional exploration work (wells, seismic work or significant studies) in progress or included in a firm program, the completion of development studies, and taking into account the fact that the Group may be awaiting government or third-party authorization for a proposed project, or the availability of transport or processing capacity at an existing facility.
Exploration costs that do not meet these conditions are expensed.
Note that according to the report by MHA Petroleum Consultants dated November 26th, 2018, 2.1 million m3 of gas (2P) have been certified in Lorraine and 3.5 million m³ of gas reserves in Hauts-de-France have been certified by DMT as of January 4th, 2022: these reserves are not recognized in the balance sheet.
F/ Investment grants
In accordance with the two possible accounting treatments under IAS 20, investment grants are recognized as a deduction from the gross value of the fixed assets to which they relate.
The grant awarded by the Grand-Est Region for a research program centered around the valorization of Lorraine coal gas in short circuits, in partnership with the University of Lorraine, has been classified under "other non-current liabilities" since 2018 for €250 K.
An ADEME grant of €1,304 K was notified on November 29th, 2019 Cellcius, and will be released progressively on the basis of expenses incurred for the construction a solar thermal field in the commune of Creutzwald (Moselle). Eligible expenditure for this project amounts to €2,363 K, while €1,239 K had been recognized by the Group in respect of this grant at the date closing of these interim consolidated financial statements. This subsidy was deducted from capitalized costs at the balance sheet date.
European aid from the ERDF-ESF (European Regional Development Fund - European Social Fund) program awarded to Gazonor in the amount of €2.8 M on October 24th, 2019, to support installation of 20 new cogeneration units on concessions currently held by the Group in the Hauts-de-France region, in order to recover mine gas in short circuits and thus eliminate all firedamp emissions in the area's former mining basin, has been adjusted according to the number of cogeneration units installed and operational by December 31st, 2023. Following the amendment dated November 17th, 2023, the amount of this grant is now €1.1 M for the installation of 8 new cogeneration units, while the amount of the grant received in July 2024 is €549 K. Eligible expenditure for this project amounts to €3,676 K.
The full amount of this grant was recognized in the consolidated financial statements on December 31st, 2024, and the payment received in July, for eligible investments in the Béthune and EG NPC projects having been submitted at that date. Over the period, an additional €9 K was recognized as a reduction in EG NPC's capitalized costs, through the amortization of the grant.
A subsidy from the Walloon region notified on July 5th, 2023 for €344 K to Gazonor Benelux is being released progressively based on the expenses incurred for hydrogen research by hybrid plasmalysis of local methane deposits and structured carbons without CO₂ emissions. As of December 31st, 2024, releases have taken place over this period.
G/ Business combinations and goodwill
Business combinations are accounted for using the purchase method. This method requires the Group to recognize identifiable assets and liabilities at their fair value.
The allocation of the purchase price is finalized within a maximum period of one year from the date of purchase.
The acquirer must recognize positive goodwill as an asset on the balance sheet at the acquisition date, measured as the excess of:
- the consideration transferred, the amount of non-controlling interests and, in the case of a business combination achieved in stages, the acquisition-date fair value of the acquirer's previous interest in the acquiree;
- in relation to the acquisition-date fair value of identifiable assets acquired and liabilities assumed.
Goodwill recorded in the balance sheet has been determined using the partial goodwill method.
If the consideration transferred is less than the fair value of the identifiable assets acquired and liabilities assumed, an additional analysis is performed to identify and measure the identifiable assets and liabilities. Following this additional analysis, negative goodwill is recognised directly in profit or loss.
H/ Impairment of fixed assets
The recoverable amount of property, plant and equipment and intangible assets is tested as soon as there is any indication that these assets may be impaired, and at least once a year in the case of goodwill and intangible assets with indefinite useful lives.
In particular, mining rights and exploration assets, recognised as intangible assets, are subject to impairment tests (carried out at the time of preparation of the annual financial statements and not reviewed for the interim financial statements), at the boundaries of cash-generating units (CGUs) defined for the Group as hydrocarbon fields or groups of fields that are homogeneous and consistent in terms of the production, processing and disposal of these hydrocarbons. For the Group, these CGUs overlap the various PERs currently held on December 31st, 2024.
The value in use of a CGU is determined by reference to the value of the discounted future cash flows expected from these assets under the economic assumptions and operating conditions forecast by Group Management. The discount rate used reflects the rate of return expected by investors in the business concerned and the risk premium specific to that business.
The main operating assumptions on which the Group bases its impairment tests on exploration assets and mining rights are as follows:
- Sales volumes estimated on the basis of production capacities, particularly for power plants (number of cogeneration units installed) and gas plants. The optimum production capacity was defined, then a "loss" coefficient was incorporated, taking into account, for example, maintenance periods or unscheduled shutdowns;
- Sales prices according to current contracts and indexation formulas where applicable. For electricity, this may be a long-term fixed price, averaged over the Group's various production sites. For the Group's operations in Belgium, the selling price is based on current contractual conditions, i.e. the market price. In the case of gas, current contracts refer to the PEG Nord index, which is used to set tariffs. This index is therefore taken into account for market prices, and extrapolated to historical levels;
- Electricity purchase price, defined by considering the portion covered or not by ARENH rights.
Lastly, the Group's impairment indicators are of several types:
- Changes in gas prices, whether actual or future, notably based on the PEG Nord index used as a contractual reference.
- Changes in underground gas reserves based on updated independent reserve reports.
- Site shutdowns or curtailments due to management decisions or regulatory constraints.
I/ Earnings per share
| &Y)JHJRGJWXY | *FWSNSLXUJWXMFWJ | )NQZYJIJFWSNSLXUJWXMFWJ |
|---|---|---|
| € | € | |
| 3JYNSHTRJ,WTZUXMFWJ | ||
| FIOZXYJI51JKKJHYTKINQZYN[JXMFWJX | ||
| 9TYFQSZRJWFYTW | ||
| <JNLMYJIF[JWFLJSZRGJWTKXMFWJXTZYXYFSINSL | ||
| 'TSZXXMFWJXSTY^JYFQQTHFYJI | ||
| 9TYFQIJSTRNSFYTW | ||
| *FWSNSLXUJWXMFWJFY)JHJRGJWXY |
Earnings per share were calculated on the basis of net income attributable to equity holders of the parent and the number of shares outstanding (weighted average, taking into account the issue of 49,281 new shares on July 27th, 2023).
Diluted earnings per share are calculated by adjusting net income attributable to equity holders of the parent for the impact of the dilutive share charge, and by adding to the number of shares outstanding the free-awarded shares not yet definitively allocated to employees (plans 8 and 9 as presented in note 3.8 of the notes to the consolidated financial statements). As these instruments have an anti-dilutive effect, with diluted earnings per share of 0.42 compared with 0.34 for earnings per share, the Group has not taken them into account, resulting in diluted earnings per equivalent to 0.42.
2. NOTES TO THE INTERIM INCOME STATEMENT
2.1. Sales figures
Sales of €3.3 M from the 45 MW solar farm in Petjnik, Bosnia, 49.5% - owned by Drin Energija, are not included in the total sales of €12.2 M. The result of Drin Energija is presented under Share of profit of associates, as control over the company at December 31st, 2024 does not, at this stage, meet the requirements of IFRS 10.
Sales of gas, electricity and heat in France are made to EDF OA, Engie, Axpo, Dalkia, SAVE and Primeo, while electricity in Belgium is sold to Electrabel.
The breakdown of half-year sales is as follows:
| 8FQJXGWJFPIT\S | )JHJRGJWXY | )JHJRGJW XY |
|---|---|---|
| € | € | |
| ,FXXFQJX +WFSHJ | ||
| ,WJJSJQJHYWNHNY^XFQJX +WFSHJ | ||
| -JFYXFQJX +WFSHJ | ||
| ,WJJSJQJHYWNHNY^XFQJX 'JQLNZR | ||
| (W^T5ZWXFQJX | ||
| ,WJJSXYFYXFQJX | ||
| &SSZFQXFQJX |
2.2. Other operating income
Other operating income for the half-year mainly concerns the valuation of the Research Tax Credit declaration for calendar year 2024, amounting to €730 K on December 31st, 2024, and capitalized production on the Stavanger RNG project (income linked to the construction of the Cryo Pur unit).
2.3. Cost of goods and services and administrative expenses
Cost of goods and services sold includes following items, corresponding to production costs directly linked to gas, electricity and heat sales, mainly electricity and maintenance costs:
| (TXYTKLTTIXFSIXJW[NHJXXTQI | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| 5ZWHMFXJXTKNS[JSYTWNJXXRFQQRFYJWNFQXFSIJVZNURJSY | ||
| *QJHYWNHNY^HTXYX | ||
| 3FYZWFQLFXUZWHMFXJX ,79XJW[NHJX | ||
| 8ZGHTSYWFHYNSLFSIYJHMSNHFQXJW[NHJX | ||
| 8JW[NHJFSIRFNSYJSFSHJ | ||
| .SIZXYWNFQJVZNURJSYWJSYFQ | ||
| 5JWXTSSJQJ]UJSXJX | ||
| 9TYFQHTXYTKLTTIXFSIXJW[NHJXXTQI |
The cost of goods and services sold includes the production costs directly related to gas and electricity sales by Gazonor, Gazonor Benelux, Gazonor Béthune and EG NPC, to heat sales by Cellcius and Gazonor Béthune, and to the RNG and Bio-CO₂ production facilities costs by Cryo Pur.
Administrative and operational expenses break down as follows, mainly in relation to the entities FDE, Cryo Pur, LFDE International and Greenstat:
| &IRNSNXYWFYN[JFSITUJWFYNSLJ]UJSXJX | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| 7JSYFQX | ||
| +JJX | ||
| 7JXJFWHMFSIXYZINJX | ||
| 9WF[JQ | ||
| (TRRZSNHFYNTS | ||
| 'FSPNSLXJW[NHJX | ||
| .SXZWFSHJ | ||
| 8TKY\FWJFSI.9 | ||
| 4YMJWHTXYX | ||
| 9F]JXJ]HQZINSLHTWUTWFYJNSHTRJYF] | ||
| 5JWXTSSJQJ]UJSXJX | ||
| +WJJXMFWJX | ||
| 9TYFQFIRNSNXYWFYN[JFSITUJWFYNSLJ]UJSXJX |
Group administrative expenses remained relatively stable. Expenses associated with free awarded shares fell in H1 2025 to €443 K, compared with €766 K in H1 2024.
2.4. Staff costs
Personnel costs (included in cost of goods and services sold and administrative expenses) have risen due to an increase in the number of employees (linked to the integration of Greenstat) from 36 to 48 people, excluding expenses related free awarded shares, to €2.6 M over the first half of 2025 (H1 2024: €1.7 M).
| 8YFKKHTXYX | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| ,WTXXXFQFWNJX | ||
| 8THNFQXJHZWNY^HMFWLJX | ||
| *]UJSXJWJQFYJIYTKWJJXMFWJXLWFSYJI | ||
| 9TYFQXYFKKHTXYX |
Total compensation paid to the Group's main executives is shown below, including the €121 K paid to NEL.
| 0J^RFSFLJRJSYWJRZSJWFYNTS | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| 3J]Y,JSHTSYWFHY | ||
| 7JRZSJWFYNTS/2TZQNS | ||
| 7JRZSJWFYNTS&+TWHNSFQ | ||
| 9TYFQ |
The expense relating to remuneration to be allocated to members of the Remuneration and Audit Committees and the Board of Directors amounted to €22.5 K for the six months ended December 31st, 2024.
2.5. Other income / (expenses
On December 31st, 2024, FDE had fixed the selling prices of a portion of the expected gas and electricity volumes until the end of 2026, via derivatives entered into by LFDE International. As the criteria for hedge accounting within the meaning of IFRS 9 on December 31st, 2024 were not met at this stage, the change in fair value of these derivatives was recognized in other operating income and expenses.
Other operating expenses correspond to purchases made by Cryo Pur for the construction of its unit for the Stavanger RNG project:
| 4YMJWNSHTRJ J]UJSXJXNSHQZINSLTUJWFYNSLJ]UJSXJX | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| *VZNURJSYHMFSLJ ,F_TSTW | ||
| +FNW[FQZJTKTUJSUWNHJMJILJUTXNYNTSX | ||
| 5ZWHMFXNSLKTWYMJ8YF[FSLJW73,UWTOJHY | ||
| 2NXHJQQFSJTZXNSHTRJ J]UJSXJX | ||
| 9TYFQTYMJWNSHTRJ J]UJSXJX |
2.6. Net charges to provisions
| 3JYHMFWLJXYTUWT[NXNTSX | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| 5WT[NXNTSXKTWXNYJWJXYTWFYNTS | ||
| 5WT[NXNTSXKTWQNYNLFYNTS | ||
| .RUFNWRJSYTKWJHJN[FGQJXFSINS[JSYTWNJX | ||
| 4YMJW | ||
| 3JYHMFWLJXYTUWT[NXNTSX |
There were no significant additions to or reversals of provisions during the 6-month period ending on December 31st, 2024.
2.7. Financial expenses
The components of financial expenses are as follows:
| 3JYKNSFSHNFQNSHTRJ | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| +NSFSHNFQNSHTRJ | ||
| ,WTXXGTWWT\NSLHTXYX | ||
| 4YMJWNYJRX | ||
| 9TYFQKNSFSHNFQWJXZQY |
The cost of financial debt comprises interest expense and commissions on Group financing, and increased over the year ended on December 31st, 2024, following new financing linked to the third green bond contracted with EDRAM and the new ESG loan contracted with Arkéa in July 2024.
Financial income positive interest on term accounts, while other items mainly include the accretion of provisions for site dismantling and restoration.
2.8. Current and deferred taxes
In 2024, the current tax charge corresponds to the tax paid by the French tax consolidation group, the Belgian tax, and the minimum wealth tax due by the Luxembourg-based subsidiary LFDE International.
The tax consolidation was set up on July 1st, 2018 with FDE as the head company of the French tax consolidation, also including Gazonor, Gazonor Holding, EG Lorraine, EG NPC and Gazonor Béthune, Cryo Pur and Concorde Energy.
Lastly, there were no changes in tax rates during fiscal 2024, as discussions on potential changes in the 2025 Finance Act for France have not yet been voted on and enacted.
The tax charge for this half-year and the previous comparable half-year breaks down as:
| .SHTRJYF]J]UJSXJ | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| (ZWWJSYYF]KTWYMJ^JFW | ||
| (ZWWJSYYF] | ||
| (MFSLJNSIJKJWWJIYF]JX | ||
| (MFSLJNSIJKJWWJIYF]QNFGNQNYNJX | ||
| )JKJWWJIYF]JX | ||
| 9TYFQNSHTRJYF]J]UJSXJ |
The tax charge represents a corporate income tax (CIT) provision for Gazonor Benelux. On the other hand, there is no corporation tax for the French entities sharing the tax consolidation agreement.
Analysis of deferred taxes
The main sources deferred taxes recognized in the balance sheet are existing tax loss carryforwards and mining rights, similar to the previous period:
| 'WJFPIT\SFSIXTZWHJTKIJKJWWJIYF]JXNSYMJGFQFSHJXMJJY | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| 9F]QTXXHFWW^KTW\FWIX | ||
| +WJJF\FWIJIXMFWJX | ||
| *SJWL^8F[NSLX(JWYNKNHFYJX | ||
| .+78 1JFXJX | ||
| 5WT[NXNTSKTWUJSXNTSHTRRNYRJSYX | ||
| :SWJFQN_JILFNSTSNSYJWHTRUFS^YWFSXFHYNTSX | ||
| )NXRFSYQNSL'JQLNZR | ||
| )JKJWWJIYF]FXXJYX | ||
| 2NSNSLWJXJW[JX | ||
| 5WT[NXNTSXKTWRFOTWT[JWMFZQX | ||
| .+78 +NSFSHNFQ.SXYWZRJSYX | ||
| (WऍINY'FNQ | ||
| (W^T5ZWUFYJSYX | ||
| )JKJWWJIYF]QNFGNQNYNJX | ||
| 9TYFQSJYIJKJWWJIYF]JXWJHTWIJINSYMJGFQFSHJXMJJY |
Deferred taxes on tax loss carryforwards have been calculated at the level of each company or tax group where applicable, based on the individual recoverability outlook.
On December 31st, 2024, unrecognized goodwill amounted to €466 K. In the jurisdictions concerned, the Group's losses can be carried forward indefinitely, although annual capping mechanisms apply in France and Belgium.
The deferred tax liability initially recognized on mining reserves following the allocation of the acquisition price by FDE of the LFDE International / Gazonor group is reversed annually at the same rate as the underlying depreciation.
Reconciliation of effective and theoretical tax rates
The reconciliation between the theoretical tax rate (average rate of 25% in France) and the effective tax rate recorded in the consolidated financial statements is as follows:
| 7JHTSHNQNFYNTSTKJKKJHYN[JFSIYMJTWJYNHFQYF]WFYJX | )JHJRGJWXY | )JHJRGJWXY |
|---|---|---|
| € | € | |
| (TSXTQNIFYJISJYNSHTRJ | ||
| (TWUTWFYJNSHTRJYF] | ||
| 5WTKNYGJKTWJYF] | ||
| +WJSHMYF]WFYJX | ||
| 9MJTWJYNHFQYF]HMFWLJ | ||
| .)&STYWJHTLSN_JIIZWNSLYMJ^JFW | ||
| 7JXJFWHMYF]HWJINY | ||
| 5JWRFSJSYINKKJWJSHJXTK\MNHMWJY.+78 | ||
| )JKNHNYXZXJIGZYSTYUWJ[NTZXQ^WJHTLSN_JI | ||
| .)&,F_TSTW'JSJQZ]TSNS[JXYRJSYX | ||
| 4YMJW FIIHTSYWNGZYNTSWFYJHMFSLJJYH | ||
| .SHTRJKWTRFXXTHNFYJX | ||
| .SHTRJYF]J]UJSXJNSYMJNSHTRJXYFYJRJSY |
3. NOTES TO THE BALANCE SHEET
3.1. Goodwill
| ,TTI\NQQ | )JHJRGJWXY | /ZSJYM |
|---|---|---|
| € | € | |
| (W^T | ||
| ,TTI\NQQ,WJJSMNQQ | ||
| ,TTI\NQQ(W^T5ZW | ||
| ,TTI\NQQ,WJJSXYFY | ||
| 9TYFQ,TTI\NQQ |
For the year ended June 30th, 2021, goodwill of €48 M was recognized in connection with the acquisition in February 2021 of 100% of Greenhill SA, the Belgian company that owns the Monceau-Fontaine, Marcinelle and Nord de Charleroi Concession (No. 038), for a purchase price of €203 M. There were no valuation in final allocation of this purchase price, including unrecognized tax loss carryforwards amounting to €2.3 M.
For the year ended June 30th, 2022, additional goodwill had been recognized in the Group's consolidated financial statements in the amount of €5,711 K, relating entirely to the acquisition of 94% of the capital of Cryo Pur, a company specializing in biogas processing and liquefaction into RNG and Bio-CO₂. This acquisition had been carried out by FDE for a price of €2.5 M paid in cash.
At the date of the 2023 financial statements, the definitive allocation of the purchase price had been finalized with the recognition of deferred tax assets on tax loss carryforwards for €446 K and the recognition of identifiable intangible assets for an amount net of IDP of €738 K, relating in particular to patents held by Cryo Pur:
- WO 2015 / 173491 "Method and device for liquifying methane": This patent claims optimal pressure from the point of view of minimizing energy and is used directly in Cryo Pur equipment.
- WO 2016 / 162643 "Method for recovering energy from dry ice at infra-atmospheric pressure" This patent claims the recovery of the coldness of solid CO₂ by sublimation at optimal infra-atmospheric pressure, with an energy gain is over 15% compared to the current method.
- EP 20158502.3 "Method and apparatus for subcooling refrigerants". This patent is generic to all refrigeration systems, to avoid loss energy efficiency. This device and regulation will be implemented on the new Cryo Pur systems.
- FR 21101231 "Extraction of carbon dioxide". This patent relates to the process for extracting carbon dioxide (CO₂) contained in liquid methane under pressure greater than 6 bar.
The residual goodwill of €4.526 K is explained by possible synergies with FDE's existing activities (focused in particular on reducing CO₂ eq emissions via mine gas capture and recovery) by maximizing the value of the Group's substantial gas reserves, but also by strengthening FDE's positioning in the strategic green gas and CO₂ markets by integrating Cryo Pur technology enabling the purification and liquefaction of all types of gas (biogas, landfill gas, flare gas, rare gases....).
For the year ended on June 30th, 2024, additional goodwill was recognized in the Group's consolidated financial statements in the amount of €5,101 K, relating entirely to the acquisition of 56.3% of the capital of Greenstat, a company specializing in the development of green and solar hydrogen in Norway. This goodwill is explained by the possible synergies with FDE's existing activities, notably solar and hydrogen, but also by the strengthening of FDE's positioning in Norway and internationally. The acquisition was made by FDE for a cash consideration of NOK 27 M (equivalent €2.3 M). Goodwill was determined on the difference between the purchase price of the Greenstat shares and the associated capital increase, and the amount of this company's shareholders' equity at the acquisition .
At the date preparation of these interim consolidated financial statements for 2025, the final allocation of the purchase price is not considered by the Group to have been finalized, as the value of the assets and liabilities taken over may be subject to analysis within 12 months of the acquisition date, i.e. up to February 28th, 2025.
It should be noted that the goodwill on Agder Hydrogen Hub, Greenstat's 20 MW green hydrogen project, amounting to €768 K, has been allocated to fixed assets.
Among topics that could lead to identify a deviation including:
- Recognition of any identifiable intangible assets;
- The recognition of deferred tax assets on tax loss carryforwards, amounting to almost NOK 130 M (equivalent to €11.0 M) at the time of first-time consolidation and not recognized at December 31st, 2024.
3.2. Exploration assets
As explained in the accounting policies, expenditure recognized as exploration assets in the consolidated balance sheet comprises all costs incurred during the prospecting and drilling phases of exploration.
The increase in exploration assets over the first half, excluding provisions for restoration, is mainly due to routine maintenance work carried out on sites in the Lorraine Basin (Bleue Lorraine permit), in particular on the Lachambre site.
On December 31st, 2024, the net value of these exploration costs was €39.2 M, including site restoration costs of €1.6 M.
Changes in gross and net values between June 30th, 2024 and December 31st, 2024 are as follows:
| (MFSLJX LWTXX[FQZJ | /ZSJYM | FHVZNXNYNTSX | INXUTXFQX | TYMJW | )JHJRGJWXY |
|---|---|---|---|---|---|
| € | € | € | € € |
||
| &XXJYX 5*7'QJZJ1TWWFNSJ | |||||
| &XXJYX TYMJW5*7 | |||||
| &XXJYX 5*7&SIJWQZJX | |||||
| 5WT[NXNTSKTWWJUFNWX | |||||
| 9TYFQ LWTXX[FQZJ |
| (MFSLJXNSIJUWJHNFYNTSFRTWYN_FYNTS FSINRUFNWRJSY |
/ZSJYM | ITY&RTWY | IT\W^)JUWJH | WJHT[JWNJX | )JHJRGJWXY |
|---|---|---|---|---|---|
| € | € | € | € | € | |
| &XXJYX 5*7'QJZJ1TWWFNSJ | |||||
| &XXJYX TYMJW5*7 | |||||
| &XXJYX 5*7&SIJWQZJX | |||||
| 5WT[NXNTSKTWWJUFNWX | |||||
| 9TYFQ IJUWJHNFYNTSFSIFRTWYN_FYNTS | |||||
| 9TYFQ SJY[FQZJ |
By exclusive research permit or concession, excluding provisions for net exploration assets break down as follows:
| 5JWRNYXHTSHJXXNTSX | '^QF\X | )JHJRGJWXY | /ZSJYM |
|---|---|---|---|
| € | € | ||
| 'QJZJ1TWWFNSJ N | (TSHJXXNTSZSYNQ/FSZFW^XY | ||
| 1F+TQNJIJ5FWNX NN | 7JSJ\JIZSYNQ&ZLZXYYM | ||
| +NXMRTSLJW | (TSHJXXNTSZSYNQ)JHJRGJWWI | ||
| )ऍXNWऍJ | (TSHJXXNTSZSYNQ)JHJRGJWWI | ||
| &SIJWQZJX | (TSHJXXNTSZSYNQ | ||
| 9TYFQJ]UQTWFYNTSFXXJYX SJY[FQZJ |
(i) BLEUE LORRAINE concession
The third period of the so-called Bleue Lorraine exclusive exploration license (PER) expired on November 30th, 2018, FDE applied for a concession on November 26th, 2018, valid until January 1st, 2040. The requested surface area is 191 km2 , including 6 communes in its entirety and 34 communes in part.
An implicit decision to reject the Bleue Lorraine concession application was issued on June 11th, 2022. A petition contesting the implicit rejection of the Bleue Lorraine concession application was filed with the Strasbourg Administrative Court on July 12th, 2022, after which FDE launched a suspensive injunction to force the Minister responsible for mines to produce his observations as soon as possible (with a fine of €5,000 per day).
By order dated April 26th, 2023, the Minister responsible for mines rejected the Bleue Lorraine concession application. FDE lodged an application reiterating the points already raised and responding to the reasons put forward by the administration for rejecting the Bleue Lorraine concession application. In a decision dated July 4th, 2023, the Administrative Court ruled that FDE had sufficiently justified its technical capacity to extract the stratum gas and demonstrated the exploitable nature of the deposit.
The court therefore annulled the order of April 26th, 2023 and ordered the State to grant FDE the Bleue Lorraine concession within three months, subject to a fine of €500 per day of delay. By ministerial decree dated November 20th, 2023, the Bleue Lorraine concession was awarded FDE. This decree was published in the Journal officiel de la République française on November 22th, 2023.
The French State has appealed against the ruling handed down by the Strasbourg Administrative Court on July 25th, 2023. The appeal to the Conseil d'Etat has no suspensive effect. FDE therefore continues to hold the Bleue Lorraine concession.
(ii) Permits LA FOLIE DE PARIS
In an order dated July 23rd, 2008, Renouveau Energie Ressources was granted the "La Folie de Paris exclusive license to prospect liquid and gaseous hydrocarbons for an initial period of 3 years. This permit was transferred to Concorde Energie Paris by an order dated October 10, 2014.
On October 10th, 2014, the validity of the La Folie de Paris permit was extended for a period of 5 years until August 7th, 2016. By an order dated January 31st, 2018, it was extended a second time for the same duration until August 7th, 2021.
By application dated April 1st, 2021, Concorde Energie Paris requested an exceptional extension of its La Folie de Paris permit for a period of 3 years, until August 7th, 2024. This request was implicitly rejected on October 2nd, 2022. The rejection was subsequently confirmed by a decision dated October 3rd, 2023.
In a petition filed with the Strasbourg Administrative Court on March 8th, 2023, Concorde Energie Paris sought overturn the rejection of its extension request.
This case was heard on March 6th, 2025 and is expected to be decided by the end of the month.
3.3. Mining rights
Mining rights recorded since the Group's acquisition of the LFDE International/Gazonor entity are amortized annually on a per-unit-of-production basis, by dividing the quantities of gas produced by Gazonor's various sites by the quantities of reserves held at the beginning of the year.
| 2NSNSLWNLMYX | )JHJRGJWXY | /ZSJYM |
|---|---|---|
| € | € | |
| -FZYXIJ+WFSHJ ,WTXX[FQZJ | ||
| -FZYXIJ+WFSHJ &HHZRZQFYJIFRTWYN_FYNTSFSINRUFNWRJSY | ||
| &SIJWQZJX ,WTXX[FQZJ | ||
| &SIJWQZJX &HHZRZQFYJIFRTWYN_FYNTSFSIIJUWJHNFYNTS | ||
| 2NSNSLWNLMYX SJYGTTP[FQZJ |
In the six months to December 31st, 2024, depreciation of €82.7 K was recognized, based on half-year production of 1.14 BCF for a volume of 2P reserves of 326.06 BCF at the beginning of the year.
These reserve quantities are based on the DMT report updated on January 4th, 2022, taking into account the coefficient between potential production quantities of pure methane and mixed gas. At year-end, Group management also assessed production capacity over the life of the concessions held.
| [FW | )JHJRGJWXY | |||||
|---|---|---|---|---|---|---|
| (MFSLJX LWTXX[FQZJ | /ZSJYM FHVZNXNYNTSX INXUTXFQX | TYMJW | UJWNRJYJW | |||
| € | € | € | € | € | € | |
| 1FSI | ||||||
| 'ZNQINSLX | ||||||
| .SIZXYWNFQUQFSYFSIJVZNURJSY | ||||||
| 4YMJWUWTUJWY^UQFSYFSIJVZNURJSY | ||||||
| &XXJYXZSIJWHTSXYWZHYNTS | ||||||
| 7NLMYXTKZXJ .+78 | ||||||
| 9TYFQ LWTXX[FQZJ | ||||||
| (MFSLJXNSIJUWJHNFYNTSFRTWYN_FYNTS | [FW | )JHJRGJWXY | ||||
| FSINRUFNWRJSY | /ZSJYM FHVZNXNYNTSX INXUTXFQX | TYMJW | UJWNRJYJW | |||
| € | € | € | € | € | € | |
| 1FSI | ||||||
| 'ZNQINSLX | ||||||
| .SIZXYWNFQUQFSYFSIJVZNURJSY | ||||||
| 4YMJWUWTUJWY^UQFSYFSIJVZNURJSY | ||||||
| &XXJYXZSIJWHTSXYWZHYNTS | ||||||
| 7NLMYXTKZXJ .+78 | ||||||
| 9TYFQ IJUWJHNFYNTSFSIFRTWYN_FYNTS | ||||||
| 9TYFQ SJY[FQZJ |
At the Anderlues site, commissioned at the end of April 2019, the gross value of €155 K corresponds to the counterpart asset of the provision for dismantling as recognized and updated on December 31st, 2024, an asset amortized on a unit-of-production basis.
3.4. Other property, plant and equipment
During the first half of 2025, FDE continued its investment policy, with nearly €10.5 M invested (excluding changes in fixed asset liabilities), reinforcing its unique positioning thanks to the deployment of local low-carbon energy solutions in France, and in particular the expenditure associated with the 4 additional cogeneration units to be installed over 2025 (for nearly €2.5 M of investments over the half-year), and the construction of the new 100 GWh per year RNG production unit in Stavanger, for €5.3 M of investments over the half-year.
Lastly, in connection with the lease agreements entered into by Cryo Pur for its premises in Wissous (Île-de-France), by FalkenSun for its land in Tritteling and by Cellcius for its land in Creutzwald, rights of use have been recognized since fiscal 2023 in accordance with IFRS 16.
3.5. Trade receivables and other current assets
| 9WFIJWJHJN[FGQJXFSITYMJWHZWWJSYFXXJYX | )JHJRGJWXY | /ZSJYM |
|---|---|---|
| € | € | |
| &HHTZSYXWJHJN[FGQJ | ||
| 4YMJWHZWWJSYFXXJYX | ||
| 5WJUFNIJ]UJSXJX | ||
| 9TYFQYWFIJWJHJN[FGQJXFSITYMJWHZWWJSYFXXJYX |
On December 31st, 2024, the customer balance comprises the December invoices issued to Axpo, EDF Obligations d'Achats, Electrabel, SAVE, Engie, Dalkia, SAVE and Primeo.
Other receivables mainly comprise deductible VAT receivables as well as social security and tax receivables.
3.6. Treasury
| (FXMFSIHFXMJVZN[FQJSYX SJY | )JHJRGJWXY | /ZSJYM |
|---|---|---|
| € | € | |
| 'FSPFHHTZSYX | ||
| 1NVZNINY^UTWYNTSTKQNVZNINY^HTSYWFHY | ||
| 9TYFQSJYHFXM | ||
3.7. Share capital and additional paid-in capital
On December 31st, 2024, FDE's share capital stood at €5,280,000, divided into 5,280,010 fully paid-up ordinary shares with a par value of € 1.00 each.
During the first half year of 2025, 48,125 new shares were issued following final allocation of the free-awarded shares to the beneficiaries of the seventh plan implemented in 2022. This capital increase was carried out through the capitalization of additional capital, following the Chairman's recognition on July 1st, 2024 of the definitive allocation of the free-awarded shares to their beneficiaries.
Issue premiums of €44 M represent the difference, recognized in fiscal 2016, between all issue premiums relating to the Group's IPO and the conversion of bonds previously issued.
3.8. Share-based payments / free shares
The Annual General Meeting of March 23rd, 2016 authorized the Board Directors to grant free-awarded shares to Group employees and executive directors, up to a limit of 5% of the share capital. This authorization was renewed at the Annual General Meeting of November 29th, 2019, and again at the Annual General Meetings of November 30th, 2021 and November 30th, 2023, under the same conditions. This distribution of the free-awarded shares must be carried out via a capital increase through the capitalization of reserves or premiums.
The first, second, third, fourth, fifth and sixth plans produced in previous years.
The seventh plan gave rise to the definitive allocation of 48,125 shares during the first half of the year, following the Chairman's determination on July 1st, 2024 that the conditions set out in the 2022 plan had been met.
At its meeting on June 30th, 2023, the Board of Directors implemented the eighth plan in accordance with the plan regulations, and allocated 11,902 free shares to 26 beneficiaries.
At its meeting on July 1st, 2024, the Board of Directors implemented the ninth plan in accordance with the plan regulations, awarding 74,129 free shares to 30 beneficiaries.
The breakdown of the free-awarded shares granted under the two plans on December 31st, 2024 is shown below:
| +WJJF\FWIJIXMFWJUQFSX | 3ZRGJWTKXMFWJXNSNYNFQQ^ FQQTHFYJI |
3ZRGJWTKXMFWJX FY)JHJRGJWXY |
+FNW[FQZJ UWNHJ |
|---|---|---|---|
| /ZSJYM | |||
| /ZQ^XY |
These free-awarded shares will be definitively allotted to the beneficiaries within two years of their initial allotment date, on condition that the beneficiaries retain their position within the Group during this period, and that the other conditions determined within the framework of this free share plan are met.
In accordance with IFRS 2, the benefits granted under this plan are recognized as personnel costs.
Under this free awarded share plan for all employees and executive directors, the unit value of the shares is based on the share price at the grant date, considering changes in the number of beneficiaries. The corresponding expense is recognized over the vesting period of the rights attached to these shares, starting from the grant, i.e. the date on which the beneficiaries are deemed to have been fully informed.
The expense recognized for the first half of 2025 amounts to €443 K, valued on the basis of the share price at the grant date, compared with €766 K for H1 2024.
3.9. Borrowings and financial liabilities
The Group's borrowings on December 31st, 2024 are as follows :
Bank loan - Gazonor SAS and Bpifrance Financement
Loan taken out by Gazonor with Bpifrance Financement on October 22nd, 2019 for a nominal amount of €1.34 M, to refinance the costs incurred in acquiring the three Siemens electric motors installed at the Avion site. The loan has a maturity of 6 years, with linear monthly repayments, and a fixed interest rate of 1.5% per annum.
State Guaranteed Loan - Gazonor SAS and LCL and Société Générale
Following the COVID-19 health crisis and the fall in gas and electricity prices in Belgium, Gazonor obtained a State Guaranteed Loan of €1.6 M in June 2020 to strengthen its cash position, in particular to support future developments. This loan, granted by LCL and Société Générale, carries an interest rate of 0.25% and has a life of 12 months, with an amortization option extending to 5 years.
On May 20th, 2021 and April 15th, 2021, amendments to the loans were signed with LCL and Société Générale respectively to extend the loan maturity to 5 years, with repayment starting after a one-year grace period.
Real estate leasing - FDE and Finamur (LCL)
Real estate finance lease entered on October 21st, 2019 between FDE and Finamur by notarial deed, covering a total investment of €940 Kbuild a complex of offices and warehouses on the Pontpierre / Faulquemont business park. Completion took place at the end of 2020, and the company took possession of the premises on December 3rd, 2020.
The lease has a maturity of 12 years, with the option for FDE to exercise the purchase option early at the end of the 7-year lease period, at a price of €94 K.
Project Financing - Cellcius SAS and Caisse d'Epargne
On December 15th, 2020, Cellcius took out a loan with La Caisse d'Epargne et de Prévoyance Grand Est Europe for a nominal amount of €1.3 M, to refinance the costs incurred in building the solar thermal field at Creutzwald. The loan has a 20-year maturity, with quarterly repayments starting in April 2021, and an interest rate of Livret A +1% p.a., i.e. 4% at December 31st, 2024.
This loan is subject to a financial ratio that must be met on production of a certificate of compliance submitted with the annual financial statements: DSCR ratio: debt service coverage ratio, corresponding to the ratio of "free cash flow/debt service", which must remain above 1.15.
Equity loan - Gazonor Béthune SAS
Gazonor Béthune SAS has taken out a €5.5m equity loan from 1,708 lenders, to finance part of the equity capital raised by the Group for its production project in Béthune. Nearly 40% of the funds raised came from residents of the Hauts-de-France region, once again demonstrating the relevance of the short supply chain model promoted by FDE. The unit amounts invested range from €100 to €500,000.
This fundraising, divided into two separate campaigns of €2.25 M, exceeded its initial target in 2 months of fundraising. 55,000 bonds, with a nominal value of €100 each, were subscribed in February 2021.
This financing has a maturity of 4 years and a fixed interest rate of 4.75% per annum. The loan is guaranteed by FDE for the duration of the loan.
Equity loan - EG NPC SAS
EG NPC SAS has subscribed to a €3.3 M equity loan from 489 lenders, and to €1 M from La Nef, an ethical banking cooperative offering credit solutions geared exclusively to projects with a social, ecological and/or cultural purpose, to finance its project to build two cogeneration units on the historic Avion site.
33,000 bonds, each with a face value of €100, were subscribed in June 2021.
This financing has a maturity of 5 years and a fixed interest rate of 4.75% per annum. The loan is guaranteed by FDE for the duration of the loan.
Leasing - Gazonor Benelux and ING
Loan obtained by Gazonor Benelux from ING Equipment Lease Belgium, signed on July 28th, 2021. This loan has a nominal value of €2.9 M and covers the refinancing of the two cogeneration plants at the Anderlues site, including all intangible costs incurred, initially financed by the Triodos bank. The loan has a maturity of 8 years from July 29th, 2021, with quarterly repayments, a fixed interest rate of 1.6% p.a. and a call option of 1% of the investment amount.
In addition to the guarantees given by the Group and presented in note 4.3 of these notes, the following specific conditions are attached to this bank loan: a reserve account for 9 months' rental income has been set up over 2 years for €269 K, representing a blocked monetary account in ING's books used to reserve debt servicing until full repayment of the loan.
This loan is subject to a financial ratio, the DSCR (debt service coverage ratio, corresponding to the ratio of net cash flow to total debt service), which must remain above 1.05.
A similar contract has been signed for a new €6.3 M finance lease with ING to cover the investment needs of the three new cogeneration units in phase 2 at Anderlues.
Green Bonds - LFDE International SARL and EDRAM (tranche 1)
40M bond issue subscribed on September 15th, 2021 by Edmond de Rothschild Asset Management (UK) Limited (EDRAM) for LFDE International and the development of the group's low-carbon energy portfolio in France and Belgium, including mine gas and photovoltaics.
This loan has a 7-year maturity (NC4) and is made up of a first tranche of €25m, which has been made available, and an optional second tranche of €15m. The interest rate is 6% initially, reduced to 5.5% when the Group reaches EBITDA of €15m.
This loan is subject to financial ratios that must be met by means of a certificate of compliance submitted with the annual and half-yearly financial statements:
- Consolidated DSCR ratio: debt service coverage ratio, corresponding to the ratio of "cash flow available for debt service/total debt service", which must remain above 1.05.
- Consolidated net-debt-to-equity ratio: ratio corresponding to the borrower group's net
debt to consolidated EBITDA, which must remain below 4.9 until December 31st, 2025 and 4.2 thereafter.
- Interest coverage ratio: ratio corresponding to "consolidated EBITDA/consolidated interest expense/total outstanding borrowings", which must remain above 2.8.
- Group Loan-to-Value ratio: ratio corresponding to "Group net debt / sum of consolidated shareholders' equity and consolidated net debt", which must remain below 55%.
Green Bonds - LFDE International SARL and EDRAM (tranche 2)
20M bond issue, subscribed on September 23rd, 2022 by Edmond de Rothschild Asset Management (UK) Limited (EDRAM) for LFDE International and the development of the group's low-carbon energy portfolio in France and Belgium, including mine gas and photovoltaics.
This loan has a 7-year maturity (NC4). The interest rate is 6% initially, reduced to 5.5% when the Group reaches EBITDA of €25 M.
This loan is subject to financial ratios that must be met by means of a certificate of compliance submitted with the annual and half-yearly financial statements:
- Consolidated DSCR ratio: debt service coverage ratio, corresponding to the ratio of "cash flow available for debt service/total debt service", which must remain above 1.05.
- Consolidated net-debt-to-equity ratio: ratio corresponding to the borrower group's net debt to consolidated EBITDA, which must remain below 4.9 until December 31st, 2025 and 4.2 thereafter.
- Interest coverage ratio: ratio corresponding to "consolidated EBITDA/consolidated interest expense/total outstanding borrowings", which must remain above 2.8.
- Group Loan-to-Value ratio: ratio corresponding to "Group net debt / sum of consolidated shareholders' equity and consolidated net debt", which must remain below 55%.
Green Bonds - LFDE International SARL and EDRAM (tranche 3)
60M bond issue, subscribed on May 1st, 2024 by Edmond de Rothschild Asset Management (UK) Limited (EDRAM) for LFDE International and the development of the group's low-carbon energy portfolio in France and Belgium, including mine gas and photovoltaics. 20M of this tranche had been drawn down by December 31st, 2024.
This loan has a maturity of 4 years (NC4). The interest rate is 6% initially, reduced to 3.2% when the Group reaches EBITDA of €37.5 M.
This loan is subject to financial ratios that must be met by means of a certificate of compliance submitted with the annual and half-yearly financial statements:
- Consolidated DSCR ratio: debt service coverage ratio, corresponding to the ratio of "cash flow available for debt service/total debt service", which must remain above 1.05.
- Consolidated net-debt-to-equity ratio: ratio corresponding to the borrower group's net debt to consolidated EBITDA, which must remain below 4.5 until December 31st, 2025 and 3.9 thereafter.
- Interest coverage ratio: ratio corresponding to "consolidated EBITDA/consolidated interest expense/total outstanding borrowings", which must remain above 3.2.
- Group Loan-to-Value ratio: ratio corresponding to "Group net debt / sum of consolidated shareholders' equity and consolidated net debt", which must remain below 50%.
Bank loans - Cryo Pur and Bpifrance Financement
Repayable advance of €170K, granted on July 27th, 2016, repayable in 17 quarterly installments, i.e. until March 31st, 2023.
Seed loan of a principal amount of €400 K made available on September 30th, 2015, at a rate of 4.73%, repayable in 34 quarterly installments until March 31st, 2024.
Cryo Pur has obtained an agreement from the bank to restructure the loans with a 12-month capital repayment grace period ending in September 2023, and maturing on March 31st, 2025 and March 31st, 2026 respectively.
State Guaranteed Loan - Cryo Pur and Société Générale
State-guaranteed loan of €200 K granted to Cryo Pur on July 9th, 2020, at an interest rate of 1.25%, with a capital deductible for an initial period of 12 months, extended for a further 12 months at the Company's option on April 2nd, 2021, providing for full repayment in October 2022.
Cryo Pur has obtained an agreement from the bank to restructure the EMP with an additional 12-month capital repayment grace period ending in August 2023 and a maturity date of July 9th, 2028.
"Impulse" Loan - Gazonor and Arkéa
A €5.8 M loan granted on October 4th, 2023 by Arkéa Banque Entreprises et Institutionnels with a maturity of 5 years, to refinance the 4 cogeneration units installed in Lens and Avion, the funds of which can be deployed by the Group for its growth. The interest rate is 4.04%.
"PACT Trajectoire ESG" loan - FDE and Arkéa Banque Entreprises et Institutionnels
A €7 M, loan granted on July 25th, 2024 by Arkéa Banque Entreprises et Institutionnels with a maturity of 5 years and with an interest rate of 4.76% and a reduction of up to 20% on financial costs, if FDE improves its ESG performance according to predetermined criteria.
Considering this financing, the Group's current and non-current financial debt is as follows at December 31st, 2024 breaks down as follows:
| (ZWWJSYFSISTSHZWWJSYGTWWT\NSLX | )JHJRGJWXY | /ZSJYM | |
|---|---|---|---|
| € | € | ||
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The debt on factoring corresponds to receivables assigned with recourse under the customer factoring contract on December 31st, 2024 for €334 K.
In accordance with the requirements of IAS 7.44A and B relating to changes in liabilities arising from financing activities, we present below the change in borrowings between June 30th, 2024 and December 31st, 2024, i.e. €14,439,013, broken down into non-cash and cash movements, with a reconciliation to the cash flows presented in the cash flow statement.
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4. OTHER INFORMATION NOTES
4.1. Cash flow
Changes in working capital requirements in the first half of the 2025 and 2024 financial years presented in the cash flow statement can be analyzed as follows:
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4.2. Lease commitments
Real estate leases outside the scope of IFRS 16
FDE has entered into lease contracts for land and plots of land in the Lorraine region, with individual owners for very long periods (maximum term 2091), but with the possibility of termination.
The corresponding commitments amount to €2,406K over the entire possible rental period, with no significant change compared to June 30th, 2024 (€2,484K).
4.3. Other commitments
Commitments on financial debt
Current and non-current borrowings granted to the Group on December 31st, 2024 include the following commitments and guarantees:
Bpifrance Financement bank loan (€1.34 M) :
- Non-possessory pledge by Gazonor to Bpifrance of the equipment financed, namely three Siemens 1LA 690V 1500 TR/MIN electric motors and Siemens G150 12-pulse 690V electronic speed control system installed at the Avion site.
- Joint and several guarantee given by FDE for €1.34 M for the entire duration of the project financing.
- Participation in the 40% Bpifrance Financement guarantee risk as part of the "Développement Cas/Cas 2019 national guarantee fund.
ING financial leasing (€2.9 M) for the Anderlues 1 project:
- Pledge of DSRA credit balance.
- Pledge to ING of all receivables arising from the operation of the project, including but not limited to: the operating permit, the power sales contract and green certificates, service and maintenance contracts, and insurance .
- Undertaking to continue leasing from FDE in the event of default by Gazonor Benelux and
at ING's first request.
ING financial leasing (€6.01 M) for the Anderlues 2 project:
- Pledge of DSRA credit balance.
- Pledge in favor of ING of all receivables arising from the operation of the project, including but not limited to: the operating permit, the contract for the sale of electricity and green certificates, the service and maintenance contract, and the insurance.
- Undertaking to continue leasing from FDE in the event of default by Gazonor Benelux and at ING's first request.
Finamur leasing :
– Pledge for the benefit of the lessor, i.e. Finamur, of the intangible elements resulting for its benefit from the leasing contract and the benefit of the promise to sell as stipulated in the notarized contract. By means of this pledge, Finamur will have and exercise over the various elements of the financial lease all the rights, actions and privileges conferred by law on the pledged creditors.
Bank loan La Caisse d'Epargne et de Prévoyance Grand Est Europe (€1.3 M) :
- Hypothecation of the long lease on the site of the facilities
- Non-possessory pledge on plant equipment and materials
- Assignment of business receivables (heat supply agreement, service contract, insurance contract)
- Pledging of shareholders' financial securities accounts
- DSCRA cash collateral (3 months of debt servicing)
- Blocking of shareholders' current accounts held by the Borrower in the amount of €700,000.
EDRAM bond issue (€25+20+60 M) :
- Collateral on the dedicated bank accounts of LFDE International and the companies financed by the bonds (Gazonor Benelux, Greenhill, FalkenSun, EG NPC and Askjenergy on December 31st, 2024)
- Security interests in bond-financed companies (Gazonor Benelux, Greenhill, FalkenSun, EG NPC and Askjenergy to December 31st, 2024)
- Collateral on dedicated intra-group loans between LFDE International and the companies financed by the bonds (Gazonor Benelux, Greenhill, FalkenSun, EG NPC and Askjenergy at December 31st, 2024)
Loan "Impulse" Arkéa (€5.8 M):
– Daily assignment of receivables on Electricité de France Obligations d'Achat / fees on sales contracts purchase obligations
Loan "PACT Trajectoire ESG" Arkéa (€7 M):
– Daily assignment of receivables on Electricité de France Obligations d'Achat / fees on sales contracts purchase obligations
Financial commitments on permits
The table below describes the financial commitments entered into by the Group in respect of three main permits currently held by the Group, with investments and exploration costs booked at December 31st, 2024:
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Each exploration permit granted to the Group includes financial commitments in terms of exploration expenditure to be incurred during the term of the permit, which serve as a basis for assessing a potential renewal by the French government. In addition, it is important to note that the expenses booked for the Bleue Lorraine PER also relate to studies on well architecture, the quality and resistance drilling equipment and tools, and the characteristics of Lorraine coals, which may be useful for the Bleue Lorraine Sud PER.
4.4. Commitments to purchase property, plant and equipment
Commitments on December 31st, 2024 on firm orders (notably for future Group developments) amount to €8.3 M excluding VAT.
4.5. Related parties
In the course of its business, FDE Group entered into a number of transactions with persons or entities considered to be related parties during the first half of the year ending December 31st, 2024. The amounts arising from these transactions and recognized in the consolidated financial statements are presented below:
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Relations with related parties
Since July 1st, 2016, a service agreement has been in place between LFDE International and NEL, the personal holding company of FDE's Chairman, covering the promotion of the Company's activities, notably with European Union bodies, and the search for external growth transactions and financing. In return for these services, LFDE International pays NEL an annual fee €242 K.
For the year ended December 31st, 2024, the Group recognized an expense of €121 K for services invoiced by NEL.
Total compensation paid to members of the Group's Executive Committee and Board of Directors is presented in note 2.4 of these notes.
Remuneration to be paid to members of the Remuneration and Audit Committees and the Board of Directors amounted to €22.5 K for the year ended December 31st, 2024.
4.6. Liquidity risk, asset and liability maturities
FDE Group's exposure to liquidity risk can be assessed on the one hand by the ratio of its current assets to its current liabilities, and the other hand by looking at its financial debt of less than one year, net of cash and equivalents.
The Group's senior management regularly reviews its financing options to ensure that it can continue as a going concern, particularly in view of the maturity of its assets and liabilities.
Paragraph "B/ Going concern" in note 1.2 of these notes to the consolidated financial statements sets out the various factors justifying this continuity at the date of preparation of the Group's financial statements for the first half of 2025.
The table below shows the maturities of the Group's financial assets and liabilities at December 31st, 2024 and June 30th, 2024 :
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The amount of trade payables at December 31st, 2024 includes mainly the dispute towards Entrepose Drilling, Askjenergy trade payables for the development of its RNG and Bio-CO₂ unit in Stavanger and new Greenstat trade payables, currently being restructured.
4.7. Litigation and legal proceedings in progress
At the date of preparation of the consolidated financial statements for the year ended December 31st 2023, the Group is involved in various disputes and proceedings.
(i) ENTREPOSE DRILLING dispute
A dispute has arisen between La Française de l'Energie (FDE) and Arverne Drilling SAS (formerly Entrepose Drilling SAS) concerning the drilling services invoiced by this company for the Lachambre drilling campaign in late 2016 and early 2017. FDE considers that the deficiencies of the drilling equipment used by Arverne Drilling did not enable it achieve the objectives set for this drilling and that these deficiencies delayed FDE's drilling campaign and caused significant prejudice which justifies the suspension of payment of the last invoices relating to this drilling.
Arverne Drilling contests FDE's position and has initiated summary proceedings to obtain payment of these invoices as well as compensation for termination of the contract signed with FDE, arguing that FDE had taken the initiative in breaking the contract. The total amount claimed was €3,040,879 exclusive of tax. FDE contested this fact, imputing the termination of this contract to Arverne Drilling itself. On September 8th, 2017, the Paris Commercial Court, ruling in summary proceedings, ordered FDE to pay Arverne Drilling the sum of €983,820 exclusive of tax, a decision that has been enforced.
Arverne Drilling has brought an action on the merits before the Paris Commercial Court for the invoices whose payment was rejected by the Court ruling in summary proceedings, covering a balance of €2,067 exclusive of tax. FDE, for its part, has lodged a counterclaim for compensation for damage caused by deficiencies in the drilling services provided by Arverne Drilling, and by the latter's wrongful termination of the contract binding it to FDE.
FDE, based on a report by expert Mr. Pierre Gié produced on February 7th, 2019, has thus requested compensation in the amount of €6,337,029 as well as the return of sums already paid under the initial contract (i.e. €1,183,562 paid in execution of the summary order of September 8th, 2017 and €1,380,748 paid in settlement of invoices under the resolved contract).
Entrepose Drilling's liability insurer, HDI Global SE, contested FDE's conclusions, notably via an expert report by Erget. In December 2019, FDE filed a writ of compulsory execution against Entrepose Group, the parent company of Arverne Drilling, to obtain its guarantee for its former subsidiary.
The Paris Commercial Court handed down its decision on October 1st, 2021, partially upholding Arverne Drilling's claims (for €2,067,104 excluding VAT) and ordering FDE to pay €865,000 (plus interest at the legal rate since May 2018).
FDE appealed this judgment to the Paris Court of Appeal. The case was heard on May 25th, 2023, and the Paris Court of Appeal ordered FDE to pay the sum of €263,184 to Arvene Drilling.
FDE paid this sum to Arverne Drilling, and on November 22nd, 2023, FDE lodged an appeal in cassation. On March 22nd, 2024, FDE's legal counsel filed an amplifying brief in support of FDE's request for cassation. The proceedings are continuing, and FDE is awaiting written submissions from Arverne Drilling's counsel.
(ii) NaTran (ex-GRTgaz) dispute
Gazonor, a subsidiary of FDE, has been experiencing significant restrictions on its injections of mine gas into GRTgaz's gas transmission system since mid-2019. Despite discussions about these difficulties with GRTgaz and a letter of formal notice dated September 16th, 2019, these injection restrictions have persisted.
Gazonor has launched two parallel procedures:
- Gazonor has initiated a dispute settlement procedure before the CoRDiS against GRTgaz through a referral dated March 15th, 2021. Gazonor considers that GRTgaz's behavior in restricting injections of mine gas into the gas transmission system constitutes a clear impediment to its right to effective access to this transmission system as provided by law.
CoRDiS issued a decision on November 4th, 2021 rejecting Gazonor's request to guarantee permanent opening of the mine gas mixer, while partially granting Gazonor's request for information by requiring GRTgaz to provide estimates of monthly injectable volumes of mine gas on the system.
Gazonor lodged an appeal against this decision on December 8th, 2021.
The Paris Court of Appeal delivered its judgmenton October 26th, 2023, partially upholding Gazonor's requests by ordering GRTgaz to propose an amendment to the injection contract one month of notification of the decision.
Cryo Pur has appealed against this judgment, and the appeal procedure is underway before the Paris Court of Appeal has been set for June 23rd, 2025.
After several exchanges, as the first version sent by GRTgaz was not confirmed by ruling, the amendment was signed by Gazonor on December 7th, 2023 and by GRTgaz on December 11th, 2023.
GRTgaz and the Chairman of CoRDiS have lodged an appeal against the Paris Court of Appeal's ruling of October 26th, 2023, which is currently pending before the French Supreme Court. The decision of the Cour de cassation is usually handed down within 18-24 months.
- Gazonor has also brought an action against GRTgaz before the Nanterre Commercial Court by a deed dated March 22th, 2021. Gazonor considers that GRTgaz's conduct in restricting injections of mine gas into the gas transmission and refusing to transmit certain information constitutes a breach of the obligations under the injection contract concluded between the parties.
At GAZONOR's request, Mr. Emmanuel Charrier of ExCo Paris assessed the loss in terms of GAZONOR's lost earnings over the period from August 6th, 2019 to October 31st, 2023 at 7,767,000 euros, the costs incurred by GAZONOR at 404,000 euros, and the damage to GAZONOR's reputation at between 50,000 and 100,000 euros.
Gazonor therefore asks the Court to order GRTgaz to pay a total sum of €8,221,000, to be settled in full, to compensate Gazonor for the damage it has suffered, as well a sum of €250,000 article 700 of the French Code of Civil Procedure.
A hearing was held on March 5th, 2025. GRTgaz is due to respond to Gazonor's latest submissions at the next hearing, scheduled for April 2nd, 2025.
(iii) XÉRYS dispute
Following the acquisition of Cryo Pur on December 31st, 2021 from Xérys investment funds, FDE raised various management difficulties and anomalies at Xérys, refusing to pay the purchase price of €2,000,000.
On February 11th, 2022, Xérys sued FDE for payment of the price and on February 28th, 2022, FDE sued Xérys for annulment of the sale / compensation for fraud.
In a summary order issued on April 15th, 2020, the Paris Commercial Court granted Xérys' request. FDE complied with this decision and paid the sale price of the to Xérys entities in April 2022.
The substantive proceedings brought by FDE against Xérys before the Paris Commercial continued. The case was pleaded before the Paris Commercial Court in November 2023 and a decision was handed down on January 12th, 2024, dismissing FDE's claim.
FDE has appealed against this judgment, and the appeal procedure is underway. The parties exchanged and to date no hearing has been set.
In addition, following the acquisition of Cryo Pur, management identified various works by the consulting firms BCG and Roland Berger, commissioned by Xérys ostensibly to prepare the sale of its shares, but paid for by Cryo Pur.
Cryo Pur therefore brought an action for mismanagement against Xérys, in his capacity as de facto director of Cryo Pur, before the Paris Commercial Court, with a view to reimbursing Cryo Pur the sums unjustly to it, i.e. 813,196 euros.
The case was pleaded before the Paris Commercial Court in June 2033 and a decision was handed down on September 9th, 2023, dismissing Cryo Pur's appeal.
The Paris Court of Appeal delivered its judgmenton October 26th, 2023, partially upholding Gazonor's requests by ordering GRTgaz to propose an amendment to the injection contract one month of notification of the decision.
Cryo Pur has appealed against this judgment, and the appeal procedure is underway before the Paris Court of Appeal has been set for June 23rd, 2025.
4.8. Segment reporting
Segment information presented in the Group's consolidated financial statements is based on internal reporting used by General Management to assess performance and allocate resources to the various segments. On this basis, the Group's business is grouped into four operating segments, each characterized by a different model of gas exploitation and valorization. On December 31st, 2024, the operating segments are as follows:
- Exploitation and valorization of mine gas (Pas-de-Calais Hauts de France / Anderlues -Wallonia): capture of gas present in mines and recovery in the form of gas, electricity or heat;
- Solar operation (Moselle-Grand Est, Norway, Bosnia): recovery in the form of heat and electricity;
- Exploitation and valorization of coal gas and hydrogen (Moselle-Grand Est): prospecting, certification of coal gas reserves and recovery of this gas for valorization into gas and/ or hydrogen in short circuits;
- Other sectors: includes Cryo Pur, whose business is to develop and operate biogas purification and liquefaction units to produce RNG and Bio-CO₂ and Greenstat's hydrogen business.
The following tables present, by segment, information on sales and information on the main exploration assets and production concessions held by the Group at December 31st, 2024 and June 30th, 2024. Operating income and EBITDA indicators are not subject to segment analysis by the Group's senior management.
| &Y)JHJRGJWXY | (TFQLFX | 2NSJLFX | 8TQFW | 4YMJWXJHYTWX | (TSXTQNIFYJIYTYFQ |
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By geographical area on December 31st, 2024, the segment outside France concerns the mine gas exploitation and upgrading business in Belgium, and the Cryo Pur and Greenstat businesses in Norway. This area generated sales of €1.8 M and capital expenditure of €7.9 M.
4.9. Scope of consolidation
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FDE - Interim Financial Report December 31, 2024
STATUTORY AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION STATUTORY AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION
La Française De l'Energie Limited company RCS : SARREGUEMINES 501 152 193
Statutory auditors' report on half-year financial information
Period from July 1st, 2024 to December 31st, 2024
To Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance article L. 451-1-2 III of the French Monetary and Financial Code, we performed the following procedures:
- the review of the accompanying condensed half-year consolidated financial statements of La Française De l'Energie, for the period from July 1st , 2024 to December 31st, 2024;
- verification of the information given in the interim report.
These condensed half-year consolidated financial statements are the responsibility of the Board of Directors. Our responsibility is to express a conclusion on these financial statements based on our limited review.
Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France.
A limited review of interim financial information consists principally of making inquiries of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France. Consequently, the assurance that the financial statements, taken as a whole, are free from material misstatement obtained in the context of a limited review is a moderate assurance, lower than that obtained in the context of an audit.
Based on our reviewnothing has come to our attention causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the standard of the IFRSs as adopted by the European Union applicable to interim financial information.
Specific verification
We have also verified the information given in the half-year management report commenting the condensed half-year consolidated financial statements subject to our review.
La Française De l'Energie Forvis Mazars and BDO Paris 2 Statutory auditors' report on the half-year financial information Period from July 1st 2024 to December 31st, 2024
59
We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.
Statutory Auditors
Forvis Mazars Strasbourg, March 31st, 2025
Laurence Fournier Partner
BDO Paris Paris, March 31st, 2025
Sébastien Haas Partner
La Française De l'Energie Forvis Mazars and BDO Paris 3 Statutory auditors' report on half-year financial information Period from July 1st, 2024 to December 31st, 2024
DECLARATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT
I hereby declare that, to the best of my knowledge, the condensed consolidated financial statements for the first half of the year have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all the companies included in the consolidation, and that the attached interim management report presents a true and fair view of the significant events of the first six months of the year, their impact on the financial statements and the main related-party transactions, and that it describes the main risks and uncertainties for the remaining six months of the year.
Pontpierre, March 31st, 2025,
Antoine FORCINAL General Manager
Limited company with share capital of 5.280.010 euros Headquarters: Avenue du District, 57380 Pontpierre 501 152 193 RCS Metz