Novem Group S.A.

Novem Group S.A. 222100KIY63U7PV8N251 2025-03-31 222100KIY63U7PV8N251 2024-03-31 222100KIY63U7PV8N251 2023-04-01 2024-03-31 222100KIY63U7PV8N251 2023-03-31 222100KIY63U7PV8N251 2024-03-31 222100KIY63U7PV8N251 2023-03-31 ifrs-full:IssuedCapitalMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:IssuedCapitalMember 222100KIY63U7PV8N251 2023-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2023-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2023-03-31 ifrs-full:CapitalReserveMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:CapitalReserveMember 222100KIY63U7PV8N251 2023-04-01 2024-03-31 ifrs-full:IssuedCapitalMember 222100KIY63U7PV8N251 2024-04-01 2025-03-31 ifrs-full:IssuedCapitalMember 222100KIY63U7PV8N251 2023-04-01 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2024-04-01 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2023-04-01 2024-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2024-04-01 2025-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2023-04-01 2024-03-31 ifrs-full:CapitalReserveMember 222100KIY63U7PV8N251 2024-04-01 2025-03-31 ifrs-full:CapitalReserveMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:IssuedCapitalMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2025-03-31 ifrs-full:RetainedEarningsMember 222100KIY63U7PV8N251 2024-03-31 ifrs-full:CapitalReserveMember 222100KIY63U7PV8N251 2024-04-01 2025-03-31 iso4217:EUR iso4217:EUR xbrli:pure xbrli:shares iso4217:EUR xbrli:shares NOVEM ANNUAL REPORT 2024/25 Established in 1947 4,509 12 employees worldwide locations worldwide NOVEM AT A GLANCE The Novem Group operates from the German town of Vorbach and is the world leader in high-quality trim elements and decorative function elements in car interiors. The customers include all major premium carmakers worldwide. They appreciate the innovative technology, exclusivity and exquisite design of Novem’s products. NOVEM ANNUAL REPORT 2024/25 2 GLOBAL LEADER IN HIGH-END CAR INTERIORS We build perfect decorative trim elements for the best cars in the world. Vision NOVEM ANNUAL REPORT 2024/25 3 OUR LOCATIONS Germany Vorbach Eschenbach Luxembourg Czech Republic China USA Contern Pilsen Langfang Atlanta Cottondale Detroit Italy Slovenia Bergamo Žalec Mexico Querétaro Honduras Tegucigalpa Americas Europe Asia 1,804 employees 2,126 employees 579 employees NOVEM ANNUAL REPORT 2024/25 4 KEY RESULTS In accordance with the European Securities and Markets Authority (ESMA) guide- lines on Alternative Performance Measures (APMs), the Group provides a deﬁni- tion, the rationale for use and a reconciliation of APMs used. The Group uses the APMs shown in the following table. The deﬁnitions and required disclosures of all APMs are provided in the glossary of this Annual Report. All mentioned APMs are used to track the Group’s operating performance. It is neither required by nor presented in accordance with IFRS Accounting Stand- ards. It is also not a measure of ﬁnancial performance under IFRS Accounting Standards and should not be considered as an alternative to other indicators of operating performance, cash ﬂow or any other measure of performance derived in accordance with IFRS Accounting Standards. in € million FY 2023/24 FY 2024/25 Income statement Revenue 635.5 541.5 Adj. EBIT 69.1 48.9 Adj. EBIT margin (%) 10.9% 9.0% Adj. EBITDA 102.0 81.0 Adj. EBITDA margin (%) 16.1% 15.0% Cash ﬂow Capital expenditure 16.1 17.5 Capital expenditure as % of revenue 2.5% 3.2% Free cash ﬂow 53.8 28.5 in € million 31 Mar 24 31 Mar 25 Balance sheet Trade working capital 51.1 34.7 Total working capital 133.3 123.8 Net ﬁnancial debt 164.9 148.2 Net leverage (x Adj. EBITDA) 1.6x 1.8x NOVEM ANNUAL REPORT 2024/25 5 ABOUT THIS REPORT Novem Group publishes both ﬁnancial and non‑ﬁnancial informa- tion in its Annual Report 2024/25. The ﬁnancial year of Novem Group S.A. ends on 31 March and therefore covers the period from 1 April 2024 to 31 March 2025. This Annual Report includes a Non‑ﬁnancial Report in accordance with the Non‑Financial Reporting Directive (NFRD), Luxembourg Law and with reference to the Global Reporting Initiative (GRI) Standards. The consolidated ﬁnancial statements of Novem Group S.A. and the annual accounts of Novem Group S.A. were audited by KPMG Audit S.à r.l. (KPMG). EDITORIAL NOTE The report is only available in English and solely pub- lished in digital form. All references to people such as employees, shareholders, etc. in this report apply equally to all identities. NOVEM ANNUAL REPORT 2024/25 6 TABLE OF CONTENTS CONTENTS 1 TO OUR SHAREHOLDERS 4 CONSOLIDATED FINANCIAL STATEMENTS Letter from the CEOꢀ ꢀ9 Report of the Supervisory Boardꢀ ꢀ11 Consolidated statement of comprehensive incomeꢀ ꢀ64 Novem and the capital marketꢀ ꢀ13 Consolidated statement of ﬁnancial positionꢀ ꢀ65 Consolidated statement of cash ﬂowsꢀ ꢀ66 1 Consolidated statement of changes in equityꢀ ꢀ67 2 NON-FINANCIAL REPORT Notes to consolidated ﬁnancial statementsꢀ ꢀ68 TO OUR SHAREHOLDERS Responsibility statementꢀ ꢀ117 Organisationꢀ ꢀ16 Setup and organisation of the Management Boardꢀ ꢀ118 2 Complianceꢀ ꢀ21 Independent auditor’s reportꢀ ꢀ119 Supply chainꢀ ꢀ24 NON-FINANCIAL Employees and societyꢀ ꢀ26 REPORT 5 ANNUAL ACCOUNTS Energy and emissionsꢀ ꢀ30 3 Balance sheetꢀ ꢀ124 GROUP 3 GROUP MANAGEMENT REPORT Proﬁt and loss accountꢀ ꢀ125 MANAGEMENT REPORT Notes to the annual accountsꢀ ꢀ126 4 Corporate structure and business activitiesꢀ ꢀ34 Responsibility statementꢀ ꢀ136 Key eventsꢀ ꢀ35 Independent auditor’s reportꢀ ꢀ137 Business and general environmentꢀ ꢀ37 CONSOLIDATED FINANCIAL Financial performanceꢀ ꢀ39 STATEMENTS 6 ADDITIONAL INFORMATION Financial positionꢀ ꢀ43 5 Cash ﬂowsꢀ ꢀ46 Segment reportingꢀ ꢀ47 Financial calendarꢀ ꢀ142 ANNUAL Stand‑alone results of operations and ﬁnancial position of Contactꢀ ꢀ142 ACCOUNTS Novem Group S.A.ꢀ ꢀ48 Imprintꢀ ꢀ142 6 Risks and opportunitiesꢀ ꢀ49 Glossaryꢀ ꢀ143 Corporate governance statementꢀ ꢀ58 Disclaimerꢀ ꢀ145 ADDITIONAL Subsequent eventsꢀ ꢀ61 INFORMATION Outlookꢀ ꢀ62 NOVEM ANNUAL REPORT 2024/25 7 Birch open pore 1 To our shareholders LETTER FROM THE CEO CONTENTS Ladies and gentlemen, In challenging market conditions characterised by persistent volatility, we are continuing our strategy of maintaining strict cost control and the imple- mentation of restructuring measures while at the same time identifying the best possible solutions to the economic challenges. A signiﬁcant topic keeping us vigilant is the shift in US trade policy, particularly the introduc- 1 tion of tariffs on imported automobiles and auto parts. Depending on the counter-reactions of affected countries and the outcome of possible nego- tiations, this may have wide-ranging implications for the global automotive TO OUR industry. We will continue to monitor the developments closely and evaluate SHAREHOLDERS appropriate measures accordingly. 2 Nonetheless, we see promising prospects for the future of Novem. A valu- able addition to our portfolio is the acquisition of the third model of the NON-FINANCIAL Jaguar Panthera, with SOP scheduled for 2026. Following the nomina- REPORT tion of the other two models in the Panthera range, Novem becomes the 3 sole supplier for the platform. Additionally, the business win of the Volvo XC60, following consolidation within the European competitive landscape, completes the XC SUV range in our portfolio. Further orders for new GROUP platforms from Porsche, Bentley and Genesis will strengthen our current MANAGEMENT market standing and solidify our position as the globally leading supplier REPORT of decorative interior trim elements for the premium automotive industry. 4 Another achievement was the nomination for an electric multi-purpose vehicle (MPV) by Mercedes‑Benz as it is a ﬁrst for our company. Entering the luxury MPV segment also presents further opportunities for future CONSOLIDATED proﬁtable growth. FINANCIAL STATEMENTS Novem’s order situation gives us conﬁdence despite a highly challenging 5 environment. Throughout the year, sales declined due to the uncertain economic climate and low consumer sentiment. Consequently, we were compelled to implement comprehensive restructuring measures. Addition- ANNUAL ally, several weather-related challenges, such as Hurricane Helen, caused ACCOUNTS production downtime for numerous customers in the USA, resulting in 6 further sales setbacks for Novem. For the ﬁnancial year 2024/25, we were unable to achieve growth. Ongo- ADDITIONAL ing disruptive discussions and their structural impact on the OEMs’ model INFORMATION Markus Wittmann NOVEM ANNUAL REPORT 2024/25 9 Chief Executive Oﬃcer CONTENTS strategies are upholding adverse momentum. Therefore, Sustainability continues to be as crucial to Novem as Considering the growing pressure, the envisaged deterioration in demand and negative market dynam- ever. While acute economic challenges mean it is not recovery is no longer anticipated to materialise in the ics persisted, especially in Europe and Asia. Americas as visibly at the forefront as in recent years, it remains medium term. Continued cost management and foot- remained the backbone of the company, and we are a fundamental principle at Novem. In addition, we are print optimisation remain part of our daily business. pleased to report on the successful acquisition of the prioritising digitalisation and the speed of our actions. Going forward, we uphold our mid-term guidance of Audi Q8 e-tron. Linked to the industrialisation of a major The market demands agility, and Novem must evolve 5–6% annual revenue growth and have revised our US EV platform, we have made substantial investments as an organisation to remain competitive. Adj. EBIT margin to 11–12%. 1 in Mexico. On the one hand, this was due to our nomi- nation not only for the interior elements but also for a As a globally acting Group, we recognise our respon- In addition to continuously improving our cost struc- technology-matching exterior component. On the other sibility towards the society and environment in which ture, we are addressing challenges by adapting to the TO OUR hand, new production lines have become necessary to we operate. At all levels, we at Novem act in the best growing pace of the market and advancing Novem’s SHAREHOLDERS accommodate the high production volume, ensuring interests of the environment, our employees, our digitalisation. 2 that Novem is well‑equipped for future series production. customers and our suppliers. In concrete terms, we consistently pursue our sustainability goals and have On behalf of the Management Board, I would like to In light of the many challenges, we are especially already completed the switch to green electricity in extend my gratitude for your unwavering support dur- NON-FINANCIAL grateful for the dedication of our employees. Their Germany and China. We are progressing as planned ing the ﬁnancial year 2024/25. Your commitment as REPORT commitment provides Novem with a strong founda- towards our aim of achieving carbon neutrality at our loyal shareholders is genuinely valued. I ﬁrmly believe 3 tion, allowing us to navigate adverse conditions with German sites by 2025, our European sites by 2030 and that we are in a strong position to navigate the road patience, vigilance and resilience. at Novem worldwide by 2035. ahead and overcome the obstacles we face. With this in mind, I eagerly anticipate working together and GROUP exchanging ideas in the new ﬁnancial year, always MANAGEMENT keeping Novem’s best interests at heart. REPORT 4 Kind regards, “ Quickly adapting remains crucial in navigating CONSOLIDATED FINANCIAL through these uncertain times. Our focus stays on STATEMENTS 5 acting responsibly to ensure a stable and positive Markus Wittmann Chief Executive Oﬃcer future for both our company and employees.ꢀ” ANNUAL ACCOUNTS 6 — Markus Wittmann (CEO) ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 10 REPORT OF THE SUPERVISORY BOARD CONTENTS Dear shareholders, The ﬁnancial year ending 31 March 2025 was once more affected by geopolitical uncertainties as well as their direct and indirect effects on the automotive industry. The ongoing war between Russia and 1 Ukraine continued to have signiﬁcant impacts on global supply chains, particularly for raw materials and semiconductors crucial for automo- bile production. New trade restrictions and tariff regulations, especially TO OUR between the EU and the USA, have negatively affected the trading SHAREHOLDERS conditions for automobile manufacturers. Novem had to face ongo- 2 ing market weakness and volatile call‑offs by OEMs at a signiﬁcantly lower level, prompting the Company to focus on stabilising economic capabilities and reducing costs. NON-FINANCIAL REPORT In the ﬁnancial year ending 31 March 2025, the Supervisory Board of 3 Novem Group S.A. diligently carried out its duties in accordance with the statutory requirements and the Company’s Articles of Association. The Supervisory Board consistently offered guidance and continuously GROUP oversaw the activities of the Management Board in relation to strategic MANAGEMENT and operational decisions, governance matters and compliance. Fol- REPORT lowing a comprehensive review, the actions taken by the Management 4 Board were approved by the Supervisory Board as stipulated in the Articles of Association. In the ﬁnancial year ending 31 March 2025, the Supervisory Board consisted of Dr. Stephan Kessel (Chairman), CONSOLIDATED Natalie C. Hayday (Deputy Chairwoman), Laurent Müller, Florian Schick FINANCIAL and Philipp Struth. STATEMENTS 5 The Supervisory Board convened a total of seven meetings and conducted one circular resolution during the ﬁnancial year ending 31 March 2025. In four out of the seven meetings, all members of ANNUAL the Supervisory Board were present, with the majority attending in ACCOUNTS person. During these meetings, the Management Board consistently 6 provided the Supervisory Board with comprehensive updates on the Group’s status and performance, including opportunities and risks, Dr. Stephan Kessel its market position, business trajectory and relevant ﬁnancial data. Chairman of the Supervisory Board ADDITIONAL The discussions were based on detailed verbal and written reports INFORMATION NOVEM ANNUAL REPORT 2024/25 11 CONTENTS regularly presented by the Management Board. Moreo- In the reporting period, the Remuneration and Nomina- During the ﬁnancial year ending 31 March 2025, there ver, the Management Board and the Supervisory Board tion Committee was composed of Dr. Stephan Kessel were no conﬂicts of interest between the members of maintained frequent communication also outside of (Chairman), Natalie C. Hayday, Mark Wilhelms (Member the Supervisory Board and the Company. the regular meetings to exchange important group- until 22 August 2024) and Philipp Struth (Member as related information, including strategy discussions of 22 August 2024). The Committee addressed all On behalf of the Supervisory Board, I wish to express and updates on organisational developments. Follow- matters related to remuneration and nominations. It my gratitude to the Management Board of Novem ing Dr. Johannes Burtscher’s resignation as CFO of the prepared the Remuneration Report in accordance with Group S.A. for their consistently outstanding perfor- 1 Company and member of the Management Board on the Luxembourg Law of 1 August 2020, the Second mance during the previous ﬁnancial year and their con- 30 September 2024, the Supervisory Board appointed Shareholders’ Rights Directive (SRD II, Directive (EU) tinued transparent and effective collaboration despite Benjamin Retzer in the course of succession planning 2017/828). The Remuneration and Nomination Com- the personnel changes. I also want to acknowledge and TO OUR as a member of the Management Board and CFO effec- mittee held four meetings via conference calls, with full thank all employees for their dedication and backing SHAREHOLDERS tive as of 1 October 2024. In addition to the existing attendance from all members at each meeting. in contributing to the Company’s achievements during 2 members, Florian Sandner was appointed as a member a challenging period and, ﬁnally, our shareholders for of the Management Board and COO effective from 1 The Supervisory Board examined the Company’s their unwavering support. October 2024 by the Supervisory Board in the course annual accounts, the consolidated ﬁnancial state- NON-FINANCIAL of the reorganisation of the executive responsibilities. ments and the Group Management Report for the Luxembourg, 16 June 2025 REPORT ﬁnancial year ending 31 March 2025. Representatives On behalf of the Supervisory Board of Novem Group S.A. 3 During the reporting period, the Audit and Risk Commit - of the auditor KPMG attended the meetings of the tee consisted of Mark Wilhelms (Member and Chairman Audit and Risk Committee on 25 May 2024, 17 June Yours sincerely, until 22 August 2024), Natalie C. Hayday (Chairwoman 2024, 30 January 2025 and 21 May 2025, at which the GROUP as of 22 August 2024), Dr. Stephan Kessel and Philipp ﬁnancial statements were examined. The auditor’s rep- MANAGEMENT Struth (Member as of 22 August 2024). The Audit and resentatives delivered detailed reports on their ﬁndings, REPORT Risk Committee focused on reviewing signiﬁcant ques- accompanied by a written presentation and were on 4 tions related to auditing, accounting, risk management, hand to provide additional explanations and opinions. Dr. Stephan Kessel compliance and internal control systems. It assessed The Supervisory Board did not raise any objections to Chairman of the Supervisory Board the effectiveness of the internal control system, the risk the Company’s annual accounts or the consolidated CONSOLIDATED management system, the internal auditing system and ﬁnancial statements prepared by the Management FINANCIAL the compliance management system. The Committee Board for the ﬁnancial year ending 31 March 2025 and STATEMENTS deliberated on quarterly reports, the relationship with to the auditor’s presentation. Moreover, the Supervisory 5 investors as well as the audit assignment to KPMG Board approved the Non‑ﬁnancial Report of Novem Luxembourg, including key audit areas. Throughout Group S.A. the ﬁnancial year ending 31 March 2025, the Commit- ANNUAL tee conducted ﬁve meetings. In four of ﬁve meetings, The Supervisory Board agreed to the proposal of the ACCOUNTS all members were present. All meetings were held via Management Board, recommended by the Audit and 6 conference calls. Risk Committee, and approved the Company’s annual accounts and the consolidated ﬁnancial statements for the ﬁnancial year 2024/25. The auditor issued unquali- ADDITIONAL ﬁed audit opinions on 16 June 2025. INFORMATION NOVEM ANNUAL REPORT 2024/25 12 NOVEM AND THE CAPITAL MARKET CONTENTS Stock market Benjamin Retzer Chief Financial Oﬃcer Following a ﬂourishing previous year, the stock mar- In 2024, China was able to break the cycle, and Chinese ket managed to maintain its momentum and growth stocks made their comeback after three consecutive over the course of 2024 leading to yet another year of years of losses. The remarkable turnaround can be buoyant growth. Only a marked correction in July and attributed to government-backed initiatives, the strong August most likely caused by a mix of concerns over performance of the banking and semiconductor sec- 1 weak US data sparking fears of a recession, geopo- tors as well as an AI boom, resulting in a rise of 19.4% litical tensions in the Middle East and an interest rate for the MSCI China. In the ﬁrst quarter of 2025, the hike in Japan temporarily clouded the overall view. As Chinese stock market was able to build on last year’s TO OUR the market was more than capable of compensating bullish trend and achieve even more substantial gains. SHAREHOLDERS for this, a look at the year as a whole shows that the 2 global market experienced a historic run with various The automotive industry has had a demanding year assets reaching all-time highs. The continued bull run with declining production ﬁgures, although with for stocks was fuelled by easing inﬂation, economic regional differences and growth primarily concentrated NON-FINANCIAL growth and healthy corporate earnings. Technology in China. However, the focal point of discussion within REPORT shares in particular saw signiﬁcant gains due to the the industry now revolves around Donald Trump’s trade 3 euphoria surrounding artiﬁcial intelligence (AI). Another policy, speciﬁcally the tariffs imposed on the automo- factor that helped propel stocks were the interest rate tive sector and the resulting impacts. cuts by the Federal Reserve System (Fed). Following GROUP the ﬁrst reduction in four years in September, the Fed During the reporting period (1 April 2024 to 31 March MANAGEMENT has lowered interest rates by a full percentage point 2025), the MSCI World index rose by a solid 6.0%. The REPORT over the course of the year with a total of three cuts. S&P500 performed similarly, but somewhat better, with 4 Somewhat earlier, but in a very similar way, the Euro- an increase of 7.0%. Meanwhile, Europe with the EURO pean Central Bank (ECB) proceeded with a total of STOXX 50 lagged slightly behind and came in at 4.1% four cuts, which also equalled one percentage point in for the same period. Particularly outstanding was the CONSOLIDATED the end. During the ﬁrst quarter of 2025, world stocks performance of the DAX, representing German blue FINANCIAL remained ﬂat overall, albeit with completely different chips, which enjoyed a remarkable increase of 21.2%, STATEMENTS pictures in key regions. Looking at US equities, the opti- while small caps in the SDAX grew by 7.6%. In con- 5 mism seen in the markets following the election last trast, the DAXsubsector Auto Parts & Equipment as year has been replaced by unease as investors grapple our benchmark index experienced a decline of -3.1%, with increasing policy uncertainty and emerging reces- indicating a signiﬁcant relative underperformance. ANNUAL sion risks. At the same time, European shares surpris- ACCOUNTS ingly thrive under the Trump administration’s altered 6 geopolitical approach and have recorded their best quarterly performance in decades in the ﬁrst quarter of 2025. ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 13 CONTENTS Stock performance support of its shareholders, did not distribute a divi- investor and analyst conferences to ensure fair treat- dend for the ﬁnancial year 2023/24. ment, timely information disclosure and continued On 2 April 2024, Novem commenced its ﬁnancial year engagement. Novem attended two conferences in 2024/25 with a share price of €5.70. After moving side- Munich and Frankfurt, allowing for one‑on‑one discus- Dividend ways for several weeks, a steady downtrend emerged, sions with current shareholders and potential investors. driving the share to its all-time low of €3.91 on 20 August Inviting investors and analysts to its central oﬃce is 2024. Shortly after, the share price began to rebound and In agreement with the Supervisory Board, the Man- particularly important to Novem to offer a ﬁrst‑hand 1 peaked at €6.98 on 21 October 2024 before reversing agement Board will propose the suspension of the look at the products and production processes and thus course and concluding the year at €4.22 on 31 March dividend payment for the ﬁnancial year 2024/25 at make the business model and potential more feasible. 2025 after another downward movement. the AGM on 21 August 2025. The proposal reﬂects the TO OUR subdued market momentum, further weighed down by A subject of particular interest was the potential SHAREHOLDERS persistent uncertainties and inconsistencies in US tariff delisting acquisition offer by an entity linked to the main 2 Annual General Meeting discussions. Suspending the dividend is expected to shareholder, as announced in an ad‑hoc notiﬁcation in provide support amid this challenging landscape and October 2024. As of the editorial deadline at the end Novem’s Annual General Meeting (AGM) took place on bridge the gap to a more stable environment. of May 2025, Novem has not been made aware of a NON-FINANCIAL 22 August 2024, with 92.4% of the voting share capital decision on this matter. REPORT represented. The AGM saw all agenda items approved Investor Relations activities 3 by a large majority, including the Remuneration Report, changes in the Supervisory Board and the decision to SHARE DATA suspend the dividend. Laurent Müller was appointed as Due to the ever-changing market environment, it was GROUP as of 31 March 2025 a new member of the Supervisory Board and replaced crucial for the Investor Relations (IR) team to maintain MANAGEMENT Mark Wilhelms. The position of Deputy Chairwoman is an ongoing, open conversation with capital market REPORT now held by Natalie C. Hayday. Taking account of the stakeholders. This included numerous individual meet- • Ticker symbol: NVM 4 unstable and weak market conditions, Novem, with the ings and conference calls, as well as regular quarterly • ISIN: LU2356314745 • WKN: A3CSWZ CONSOLIDATED FINANCIAL • Frankfurt Stock Exchange STATEMENTS “ Following a year of headwinds, we are focused • Market segment: Prime Standard 5 • Number of shares: 43,030,303 on establishing the best possible conditions for • Dematerialised shares with no nominal value ANNUAL • Market capitalisation: €181,587,879 the upcoming reﬁnancing process.ꢀ” ACCOUNTS • Highest price FY 2024/25: €6.98 6 — Benjamin Retzer (CFO) • Lowest price FY 2024/25: €3.91 • Closing price: €4.22 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 14 Cork open pore 2 Non‑ﬁnancial Report ORGANISATION DEMONSTRATING FUNCTIONALITY AND SUSTAINABILITY CONTENTS Business model From our central oﬃce in Vorbach in Bavaria, Ger- State-of-the-art interior relies largely on many, we manage our global network of production, an interplay of innovation and high-quality Novem was founded in 1947 and can look back on a logistics and sales locations. The parent company materials. Promoting this fusion, our mobile long history of success. Over the years, we have grown Novem Group S.A. is located in Contern, Luxembourg. butler unites wireless charging applications, continuously, expanded into new markets and diversi- With 12 locations across Europe, Americas and Asia, heating and cooling devices as well as ﬁed our product and material offerings. Novem is the we have a workforce of 4,509 people worldwide. Our scent solutions with birch cork, woven linen global market leader for high‑quality trim parts such as international presence allows us to be close to our and low-CO2 aluminium. As an interactive 1 instrument panels, centre consoles, door trims or belt- customers and eﬃciently distribute our products on island, it is designed to offer added value lines as well as decorative functional elements in car a global scale. to premium mobility providers in the future. interiors. This year, we have tapped into the premium The on-demand holographic display allows TO OUR exterior trim market, where we transfer our experi- Companies of the Novem Group passengers to make video calls and further SHAREHOLDERS ence from interior to exterior design. In 2024/25, we experience vivid 3D-like content. 2 delivered around 18.0 million trim elements for a wide • Novem Group S.A. range of vehicles, with a strong focus on the premium • Novem Group GmbH car segment. Our customer base includes the world’s • Novem Beteiligungs GmbH NON-FINANCIAL top-tier premium car manufacturers. • Novem Deutschland GmbH REPORT • Novem Car Interior Design GmbH 3 Novem Group S.A. has been listed on the Frankfurt • Novem Car Interior Design Vorbach GmbH Stock Exchange since 19 July 2021. • Novem Car Interior Design Metalltechnologie GmbH • Novem Car Interior Design S.p.A. Bergamo GROUP • Novem Car Interior Design k.s. MANAGEMENT Novem locations worldwide • Novem Car Interior Design d.o.o. REPORT • Novem Car Interior Design, Inc. 4 • Europe: 2,126 employees • Novem Car Interior Design Mexico S.A. de C.V. Pilsen (Czech Republic) • Novem Car Interior Design S. de R.L. Eschenbach, Vorbach (Germany) • Novem Car Interiors (China) Co., Ltd. CONSOLIDATED Bergamo (Italy) FINANCIAL Contern (Luxembourg) STATEMENTS Economic stability and capacity for Žalec (Slovenia) 5 transformation • Americas: 1,804 employees Tegucigalpa (Honduras) The automotive industry is undergoing a fundamental Mobile butler showing holographic logo ANNUAL Querétaro (Mexico) transformation driven by electriﬁcation, the advance- ACCOUNTS Atlanta, Cottondale, Detroit (USA) ment of self-driving cars and digitalisation, which are 6 profoundly changing the vehicle design, manufactur- Furthermore, the rise of autonomous driving further • Asia: 579 employees ing and usage. This shift also inﬂuences the vehicle enhances an experiential dimension to this space, lead- Langfang (China) interior concept, with new surfaces and spaces emerg- ing consumers to expect higher levels of functionality ADDITIONAL ing, presenting an opportunity to redesign the interior. and comfort. INFORMATION NOVEM ANNUAL REPORT 2024/25 16 CONTENTS As the global industry leader, Novem wants to actively if the technical screening criteria for this environmental areas of taxes, anti-corruption, fair competition and shape this change. We are responding to the industry’s objective are met, none of the other ﬁve environmental human rights. Novem has implemented the German transformation with targeted investments to prepare our objectives is negatively affected by the economic activ- Supply Chain Act (Lieferkettensorgfaltspﬂichtengesetz employees and locations for future challenges and drive ity (Do No Signiﬁcant Harm (DNSH)) and the minimum (LkSG)). the development of new technologies and innovations. safeguards are complied with. Companies are required to report the extent of taxonomy eligibility and align- Product safety and quality Sustainability plays a central role here: with renewable ment on the two climate-related objectives and eligibil- 1 and recycled raw materials as well as designing for cir- ity on the other four environmental objectives. cularity, we reduce our ecological footprint and create Our products do not represent safety-relevant compo- sustainable values for our customers. For instance, we Since the initial reporting in ﬁnancial year 2021/22, nents in the vehicle. However, we are committed to high TO OUR are researching alternative materials such as bio-based Novem’s business activities have been reassessed quality and safety standards across the entire value SHAREHOLDERS synthetics, water‑based lacquers and one‑material annually on the basis of the applicable EU taxonomy chain – from planning and manufacturing to the deliv- 2 concepts. We are also developing new designs that regulations. In ﬁnancial year 2024/25, the review of ery to our customers. We aspire to the highest quality meet the increasing demands of our customers for the EU taxonomy business activities determined four and, therefore, use high-end materials and modern functionality, sustainability and quality. Our strong activities as eligible, which may result in potential mate- production processes. A quality management system NON-FINANCIAL emphasis on research is evident in the numerous pa- rial expenses for the reporting year: certiﬁed in conformity with IATF 16949 is in place at all REPORT tents held by Novem. Novem locations. This is how we continuously improve 3 • 6.5 Transport by motorbikes, passenger cars and our processes and ensure that our products comply A solid economic foundation enables us to make invest- light commercial vehicles with the high quality standards. ments that secure our future viability as a company. In • 7.3 Installation, maintenance and repair of energy GROUP the ﬁnancial year 2024/25, the Novem Group achieved eﬃciency equipment All safety and quality aspects are controlled by Central MANAGEMENT sales of €541.5 million (PY: €635.5 million). • 7.4 Installation, maintenance and repair of charging Quality Management, which deﬁnes the guidelines REPORT stations for electric vehicles in buildings (and park- applicable to all locations in the Group. In addition, each 4 ing spaces attached to buildings) location has a dedicated Quality Manager responsible Addressing the EU taxonomy • 7.5 Installation, maintenance and repair of instru- for implementing all central regulations. ments and devices for measuring, regulation and CONSOLIDATED In accordance with the European Non‑Financial Report- controlling energy performance of buildings In line with our commitment to quality, many of our FINANCIAL ing Directive (NFRD), companies are required to include products are crafted by hand to a relatively high degree, STATEMENTS taxonomy disclosures in their non‑ﬁnancial reporting Due to the fact that these activities are only minor for adding a unique exclusivity. By combining different 5 as of 2021. This also applies to Novem. Novem, the expenses incurred in ﬁnancial year 2024/25 materials such as wood, aluminium, carbon and pre- do not represent a signiﬁcant proportion of total mium synthetics as well as using renewable raw mate- The EU taxonomy is a classiﬁcation system for eco- expenses and are therefore not reported separately. rials, highly individual, innovative products are created. ANNUAL nomic activities aimed at providing transparency in Further information on turnover, opex and capex can Besides this, at our Novem Interior World design centre, ACCOUNTS the capital market. The taxonomy regulation enables be found in chapter Consolidated ﬁnancial statements we work on ideas for new and sustainable surfaces. 6 a uniﬁed deﬁnition of economic activities that are of the Annual Report. deemed environmentally sustainable. An economic activity contributes substantially to the achievement Novem proactively addresses sustainability regulation ADDITIONAL of one environmental objective (taxonomy alignment) and is well prepared to fulﬁl the requirements in the INFORMATION NOVEM ANNUAL REPORT 2024/25 17 CONTENTS Sustainability management As a core part of the Sustainability Board, the Sus- The strategic responsibility lies with the Executive tainability team within Central Quality Management Board, which heads the Sustainability Board of the Embracing social, environmental and sustainable coordinates and controls global activities concerning Novem Group. For this purpose, it maintains an ongo- economic responsibility will empower Novem and the sustainability topics. Together with representatives ing exchange with the relevant specialist departments entire automobile industry to move into the future. The from the central functions Human Resources, Legal and receives updates from all departments regarding benchmark for this at Novem is provided by regulatory and Compliance, Purchasing, Quality Management, sustainability-relevant matters on a regular basis. The requirements, customer targets and consumer aspira- Research and Development as well as Sales, they Sustainability Board, consisting of the aforementioned 1 tions, alongside major social developments. manage the sustainability agenda of our operational central divisions, determines the strategic direction in activities. terms of sustainability. TO OUR SHAREHOLDERS 2 Sustainability Board of the Novem Group NON-FINANCIAL Executive Board REPORT of the Novem Group 3 Responsibility for sustainability GROUP MANAGEMENT REPORT Human Legal and Quality Research and 4 Purchasing Sales Resources Compliance Management Development CONSOLIDATED Responsibility for Responsibility for FINANCIAL Responsibility for Responsibility for Responsibility for Responsibility for environmental and quality standards, STATEMENTS sustainable incorporating employee concerns compliance social standards in EHS and energy innovations customer demands the supply chain management 5 ANNUAL ACCOUNTS Sustainability 6 Coordination and controlling of group-wide sustainability activities ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 18 CONTENTS Integration of stakeholders Suppliers and partners: supplier portal, membership of • Partner Circle of the University of Applied Sciences various networks, trade fairs and exhibitions (OTH) Amberg-Weiden As a global company, we engage in constant commu- • Partner Duale Hochschule Gera-Eisenach nication with a wide range of stakeholders, including Politics: associations, direct communication with local • Plastics Information Europe (Kunststoff Informa- existing and potential employees, customers and con- representatives tion Verlagsgesellschaft mbH) sumers, suppliers and partners as well as policymak- • VOICE – Federal Association of IT Users (VOICE – ers and members of the general public. We keep our Press and media: reports, website, press releases, Bundesverband der IT-Anwender e.V.) 1 employees constantly informed about all important social media developments in the Group. We also strive to cooper- Determination of material sustainability topics ate closely with customers, suppliers, partners and Investors and analysts: investor relations website, TO OUR consumers. Utilising both digital and traditional com- publications, capital market presentations, confer- SHAREHOLDERS munication channels, we also take the opportunity to ences, investor relations newsletter, roadshows, calls In 2020, we carried out an analysis to identify material 2 meet stakeholders in person at events such as trade and meetings topics in the area of sustainability. In this context, we fairs, exhibitions and conferences. Furthermore, we evaluated a total of 13 topics in terms of their impact maintain an ongoing discourse with politicians and Memberships and partnerships (selection) on people and the environment (inside-out perspective), NON-FINANCIAL business leaders through our memberships in various taking into account the views of our stakeholders. In REPORT associations and initiatives while also promoting direct • Association of the Wood Industry and Plastics order to incorporate the outside-in perspective in terms 3 communication at local level. Processing Bavaria/Thuringia (Verband der Holz- of relevance to our business, a subsequent analysis wirtschaft und Kunststoffverarbeitung Bayern/ was conducted with the input of managers who are Our formats for dialogue with stakeholders Thüringen e.V.) involved in sustainability matters at Novem. Within the GROUP • BF/M‑Bayreuth Research Centre on Business context of single materiality, eight topics were identi- MANAGEMENT Employees: employee newspaper inside, intranet Management for Questions of Medium-sized Com- ﬁed as material. These results were reviewed annually REPORT NovemNET, Family Day, Open Day, website, social panies (BF/M‑Bayreuth Betriebswirtschaftliches and updated to reﬂect respective developments. In line 4 media, employee portal Forschungszentrum für Fragen der Mittelständi- with this approach, the materiality analysis was revali- schen Wirtschaft e.V.) dated by management again at the beginning of 2025. Applicants: cooperation with universities (e.g. OTH • Federal Association for Supply Chain Manage- CONSOLIDATED Amberg-Weiden, University of Bayreuth), job advertise- ment, Procurement and Logistics (Bundesverband FINANCIAL ments, website, social media, regional career fairs at Materialwirtschaft, Einkauf und Logistik e.V. (BME)) STATEMENTS institutes of higher education or as organised by supra- • German Association of the Automotive Industry 5 regional associations (Verband der Automobilindustrie (VDA)) • German-speaking SAP User Group (Deutschspra- Customers and consumers: brochures, website, com- chige SAP Anwendergruppe e.V. (DSAG)) ANNUAL pany presentations, corporate videos, roadshows • Hof University of Applied Sciences ACCOUNTS (attendance or digital), personal customer appoint- • ISELED (Intelligent Smart Embedded LED) Alliance 6 ments, dispatch of design samples and catalogues, • Lüdenscheid Plastics Institute (Kunststoff-Institut trade fairs and exhibitions (e.g. with other suppliers Lüdenscheid) or partners), presentations at international specialist • ofraCar – Automotive Network (ofraCar – Automo- ADDITIONAL conferences bilnetzwerk e.V.) INFORMATION NOVEM ANNUAL REPORT 2024/25 19 CONTENTS Material non-ﬁnancial topics Non-ﬁnancial aspects Material non-ﬁnancial topics Chapter according to the Non-Financial Reporting Directive (NFRD) High‑quality Products and 1 Customer Satisfaction Business model Business model Economic Stability Transformation Capability TO OUR Combating corruption and Compliance Responsible corporate governance SHAREHOLDERS bribery 2 Procurement and Supply Chain Supplier management and sustainable procurement Human rights Management Human rights Supplier management and sustainable procurement Decent Working Conditions and Employee matters NON-FINANCIAL Human Rights Employees and society Social issues REPORT Occupational Health and Safety Employees and society Employee matters 3 Energy and Emissions Climate protection Environmental concerns GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 20 COMPLIANCE CONTENTS Responsible corporate governance with the principles deﬁned therein. Internal or external Elements of the Novem Code of Conduct persons can report any breach or violation of those Value-based action is the foundation for our global busi- principles via our web-based whistleblower system, • Compliance with applicable laws on a local, national ness operations. Responsibility represents one of our which can be used to submit reports anonymously and international level four core values. This implies assuming responsibility and in encrypted form. These are then examined by • General principles of conduct for the impact of our business and always considering the Corporate Legal and Compliance department and, • Working conditions and human rights our stakeholders’ expectations. Conscious and ethically where necessary, lead to corrective measures being • Dealings with business partners and third parties 1 correct behaviour towards employees, colleagues, busi- taken in close coordination with the specialist units and • Competition and corruption ness partners, society and the environment is integral the management under strict conﬁdentiality. For the • Protection of property to Novem’s system of values. Each and every individual reporting year, we are not aware of any violations of • Data privacy and data security TO OUR is required to act responsibly, fairly and in accordance the Code of Conduct principles. • Protection of the environment SHAREHOLDERS with the rules. • Communication and ﬁnancial responsibility 2 The basis of our own corporate actions and collabora- tions with suppliers and partners lies in our commit- The foundation of our actions Compliance ment to universally valid human rights and recognised NON-FINANCIAL social standards. Therefore, the Code of Conduct REPORT As a global player and a partner of leading automo- and our Declaration of principles on the German Sup- Conduct in accordance with integrity and statutory 3 tive manufacturers in the premium segment, we are ply Chain Act (LkSG) reﬂect the principles relating to legislation forms the basis for our business operations. subject to many different statutory regulations and the human rights and decent working conditions in accord- We have clearly formulated the ground rules for this high standards prevailing in the automobile industry. ance with the United Nations Charter of Human Rights behaviour in our Code of Conduct. Novem upholds GROUP We are committed to complying with the applicable and the International Labour Organisation Declaration fair and undistorted competition involving compliance MANAGEMENT regulations, and we take responsibility for our actions. on Fundamental Principles and Rights at Work. In with the relevant competition and antitrust regulations. REPORT Our Quality Management has been certiﬁed in con- addition, the Code of Conduct adopts the content of Each Novem employee is responsible for acting in con- 4 formity with IATF 16949. This international standard various national regulations on conﬂict minerals as formity with these principles. They are supported and on the basis of ISO 9001 merges existing general its guideline for a responsible procurement policy. advised by the relevant supervisors. requirements for quality management systems in the Protecting the environment is likewise integrated into CONSOLIDATED automobile industry. our Code of Conduct and our Declaration of principles At Novem, the Corporate Legal and Compliance FINANCIAL on the German Supply Chain Act. Following the recent department, which reports directly to the Management STATEMENTS We have deﬁned how we live up to our responsibility changes, our entire value chain is committed to ensur- Board, manages the issue of compliance. Compliance 5 throughout the Group in our Code of Conduct. This ing compliance with all environmental regulations and management offers support for adherence to ethical document deﬁnes essential statutory regulations, ethi- further measures for continuous improvement of envi- conduct in accordance with statutory regulations in cal principles, values and ideals as well as internal and ronmental and energy eﬃciency. the course of routine day-to-day business and ensures ANNUAL external guidelines for integrity of conduct. It applies integrity at an organisational level. For this purpose, ACCOUNTS equally to all the employees, management staff and compliance management works closely with the spe- 6 executive managers who work at the Novem Group as cialist departments and operational business units. well as to the supervisory boards elected at the indi- Furthermore, local compliance partners are available vidual companies. We also expect our business part- to provide advice at all locations worldwide. Employ- ADDITIONAL ners, suppliers and sub-suppliers to act in conformity ees and external business partners alike can report INFORMATION NOVEM ANNUAL REPORT 2024/25 21 CONTENTS any breaches or infringements of these principles by for instance, by integrating sustainability aspects. This At Novem, the Management Board is responsible for telephone, email or via the web-based whistleblower involves analysing matters such as transitory risks as compliance with tax obligations. Based on the alloca- system linked on our website www.novem.com. a result of new statutory legislation and regulations on tion of business activity, this responsibility is part of the climate protection, such as the introduction of a CO2 tax remit of the Vice President Accounting and Tax. Continu- Our Compliance Policy offers our employees concrete or a ban on diesel vehicles in large cities. We also take ous communication and consultation take place with all guidelines for acting harmoniously with the rules and technological innovations into account. From today’s stakeholder groups interested in this matter. Novem is regulations. This document can be viewed at any time viewpoint, there are no speciﬁc ESG‑related (Environ- audited by the tax authorities in several jurisdictions on 1 on the intranet. In the reporting year, we offered further mental, Social and Governance) risks or opportunities a regular basis. Information is continuously exchanged training on the content of the Code of Conduct, the issue in association with Novem’s own business activities, with the respective local and national tax authorities. of anti-bribery, competition and antitrust law as well as business relationships or products and services that Within the Group, we constantly identify and assess TO OUR on IT, information security and data privacy. All were could have a signiﬁcant negative impact on the non‑ tax risks on the basis of management and controlling SHAREHOLDERS attended with high participation rates of well beyond ﬁnancial aspects in accordance with the NFRD. To keep systems. The Vice President Accounting and Tax and 2 90%. These trainings help sensitise our employees on track, we work with the EcoVadis IQ application, which the Management Board report monthly to Supervisory how to deal with partners and suppliers while behaving is integrated into our supplier quality management sys- Board committees on important tax issues and projects. with integrity and in compliance with the law. We con- tem. We also use this tool for the ESG risk assessment If complex decisions must be made, expert reports NON-FINANCIAL tinue to provide all relevant employees with training on of our own business area and the downstream value and opinions are obtained from outside the company. REPORT these topics on an annual basis. For the reporting year, chain, among other things, to fulﬁl the obligations of The area of corporate taxes underlies a complex, fast- 3 we are not aware of any incidence of corruption. We the German Supply Chain Act. moving and highly regulated framework that requires conduct workshops with the specialised departments constant review. On the one hand, this requires the area to provide ongoing training on selected compliance- to be backed up by educated and trained personnel and, GROUP Taxes relevant topics at regular intervals. on the other hand, eﬃcient and effective processes are MANAGEMENT needed, which must be further enhanced and strength- REPORT In principle, we record potential corruption risks as part Operating globally, we are confronted with a wide range ened through system-oriented checks. 4 of our compliance risk management and assess them of complex tax regulations in the countries we do busi- based on probability and damage consequences. We ness in. The Novem Group and its companies have Data protection and information security also conducted compliance risk workshops and analy- both unrestricted and restricted tax liability in various CONSOLIDATED ses at all locations worldwide in the reporting year. The countries. Complying with the applicable tax laws and FINANCIAL insights gained from these workshops are incorporated meeting the associated tax obligations is part of our Protecting data and maintaining the conﬁdentiality of STATEMENTS into the group-wide compliance management system. fundamental principles. In ﬁnancial year 2024/25, we information are integral parts of our corporate princi- 5 released a comprehensive tax compliance handbook ples. We always adhere to the relevant laws and regu- as part of our ongoing commitment to responsible cor- lations on data protection whenever we collect, store, Risk management porate governance and transparent tax practices. With process or transfer personal data and information. ANNUAL this initiative, the Group strengthens its efforts to align ACCOUNTS Novem deals with any and all risks that may exist or tax practices with its corporate values and to contribute Protecting conﬁdential and secret data is absolutely 6 occur from and for its business activities as part of its to the sustainable development of the communities in essential, particularly in cooperation with our business central risk management in the Controlling department. which we operate. partners. When we exchange conﬁdential informa- We endeavour to continuously improve this risk man- tion with our customers and suppliers, we conclude ADDITIONAL agement in accordance with the growth of the Group, appropriate non-disclosure agreements to protect the INFORMATION NOVEM ANNUAL REPORT 2024/25 22 CONTENTS secrecy of the shared information. To fulﬁl our respon- Every employee has an obligation to handle personal sibility, Novem has a dedicated IT and information dataresponsiblyincompliancewithapplicablestatutory security team that is composed of representatives from regulations and safeguarding conﬁdential information. IT Security and Compliance. We have also established To facilitate this, we have summarised all provisions a central notiﬁcation oﬃce at Novem for IT issues and under data protection legislation and regulations on malfunctions relevant to security. The Novem Group is IT and information security in relevant guidelines. In also supported by an external Data Protection Oﬃcer. regular online training sessions, our employees are 1 provided with information on the topics of data protec- To safeguard the necessary IT and information security, tion, IT and information security. In the reporting year, Novem has implemented a certiﬁed information secu- well beyond 90% of employees with PC workstations TO OUR rity management system in accordance with the TISAX at the European locations took part in online training SHAREHOLDERS Standard (Trusted Information Security Assessment on data protection. Furthermore, a continuously run- 2 Exchange). This is based on the ISO 27001 standard. In ning phishing simulation was implemented and will be this context, we have implemented and tested techni- maintained globally to raise awareness for cybersecu- cal and organisational measures. These are reviewed, rity. Novem has completed a baseline hardening with NON-FINANCIAL improved and renewed continuously. In ﬁnancial year external experts, which included a holistic evaluation REPORT 2024/25, we successfully recertiﬁed our plant in Vor- of the security of its IT system and comprehensive 3 bach in conformity with TISAX. In addition, we also measures for potential vulnerabilities. Beyond that, an continue to internally assess all plants and locations external penetration test is scheduled for ﬁnancial year regarding IT and information security. 2025/26. GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 23 SUPPLY CHAIN CONTENTS Supplier management and sustainable sourcing totalled 72% (PY: 41%). For auxiliary and pro- suppliers are expected to have an energy management procurement cess materials, the ﬁgure improved by 17 percentage system in place, implement the EU Chemicals Regula- points to 89% (PY: 72%). tion (REACH), conﬁrm the exclusion of conﬂict minerals In light of the large variety of materials we use, our value and use reusable packaging. chain is highly diverse. It is, consequently, essential for Guidelines for procurement us to build stable, trusting and long-term relationships Environmental and social standards with our partners. This is the basis for purchasing 1 materials that meet our demanding quality require- The Novem Code of Conduct as well as the Declaration ments. Close partnerships also enable us to rapidly of principles on the German Supply Chain Act deﬁne The Novem supplier network covers several countries, adapt to changing and more stringent requirements. basic requirements that we apply to cooperation with each with varying environmental and social require- TO OUR our suppliers, such as the prohibition of child labour, ments. Naturally, we always comply with national SHAREHOLDERS respect for human rights, commitment to freedom of legislation in these areas. Wherever our internal rules 2 The supply chain at Novem association and compliance with environmental regula- transcend the relevant statutory regulations, we apply tions. We are not aware of any infringements of these our higher standards. We have established the social During the reporting year, we purchased goods val- requirements within the Novem supplier network in the and environmental requirements applicable to our NON-FINANCIAL ued at €289 million (PY: €284 million). With regard to reporting year. As part of the supplier management, we suppliers in the group-wide Novem procurement condi- REPORT production materials, we maintain a global network of randomly review compliance with the Code of Conduct tions, the Supplier Manual, the Declaration of principles 3 around 380 suppliers that ranges from small family and our Declaration of principles on the German Sup- on the German Supply Chain Act and the Code of Con- businesses to large corporations. In terms of sales, ply Chain Act. Suspected breaches can be reported to duct. All Novem employees worldwide undergo annual the largest product groups include untreated, galva- our central compliance management by either internal training on the Code of Conduct, covering human rights GROUP nised and painted plastic parts, electrical components, personnel or external parties. Business partners, sup- within our value chain. MANAGEMENT surface materials, granules, speaker grilles, aluminium pliers and third parties can also submit reports via our REPORT sheets and veneers. Altogether, these account for web-based whistleblower system. If infringements of All new suppliers of series materials are required by 4 around 84% (PY: 85%) of the total procurement volume. the Code of Conduct and/or the Declaration of princi- Novem to conﬁrm compliance with the Code of Con- ples on the German Supply Chain Act are substantiated, duct and the Supplier Manual. In accordance with these Purchasing at Novem is organised centrally based on Novem requests immediate compliance and reserves requirements, new suppliers can only be incorporated CONSOLIDATED product groups. Moreover, local Purchasing depart- the right to impose sanctions as appropriate (e.g. new into the system if they have made a commitment to FINANCIAL ments support the procurement of goods. At Novem, business on hold). This also includes the possibility of compliance with the Code of Conduct. Environmen- STATEMENTS the procurement strategy provides for sourcing the terminating the business relationship. tal management also plays an important role when 5 necessary materials for series production from national selecting new suppliers. Certiﬁcation of speciﬁc sup- suppliers wherever possible. With this approach, the In our Supplier Manual, we describe concrete, group- pliers in conformity with ISO 14001 and ISO 50001 risk of delivery bottlenecks is minimised, long transport wide standards for supplier relationships. These has therefore been deﬁned as an objective. Relevant ANNUAL routes are avoided and the local economy is supported. include quality, environmental and health protection suppliers are determined based on an assessment of ACCOUNTS However, the high requirements placed on our products as well as compliance with the principles laid down in the manufacturing processes for the supplied products 6 by our customers mean that this is only feasible to a our Code of Conduct and the Declaration of principles each year. certain extent in some countries. The share of local on the German Supply Chain Act. In this context, our ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 24 CONTENTS The certiﬁcation is included in the annual supplier assessment. Presently, 76% (PY: 88%) of the largest suppliers of series materials in terms of purchasing vol- ume comply with the ISO 14001 standard, and 44% (PY: 57%) comply with the ISO 50001 standard. Failure on the part of a supplier to comply with this requirement has a negative impact on the supplier assessment 1 in accordance with IATF 16949. Since ﬁnancial year 2021/22, the evaluation of suppliers of relevant product groups additionally includes whether they have realised TO OUR a certiﬁed occupational health and safety management SHAREHOLDERS system according to the ISO 45001 standard. 2 In the reporting year, we successfully continued the evaluation of our suppliers by EcoVadis IQ platform. NON-FINANCIAL Suppliers accounting for 97% (PY: 96%) of annual REPORT turnover were assessed in ﬁnancial year 2024/25. We 3 have, thus, outperformed our target of evaluating sup- pliers that account for at least 90% of revenue. The Corporate Social Responsibility (CSR) assessment is GROUP incorporated into the general supplier assessment. MANAGEMENT REPORT As required by the German Supply Chain Act, we have 4 integrated the EcoVadis IQ tool into our risk-based approach and prepare the corresponding report annu- ally in accordance with the statutory obligations since CONSOLIDATED 2024. We estimate the risk of human rights violations FINANCIAL in our supply chains to be very low, given that most of STATEMENTS our suppliers are well-established, globally recognised 5 and certiﬁed companies within the automotive industry. ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 25 EMPLOYEES AND SOCIETY CONTENTS Decent working conditions Dialogue and communication the undesired ﬂuctuation rate in the central oﬃce was incorporated into the HR goals on a management level Our employees, with their knowledge, their motivation to increase the focus on this ﬁgure and to ensure we Our commitment to collective freedom of association and their commitment, constitute our most valuable pay more attention to the reasons why employees is also included in our common purpose. We therefore asset. As outlined in our corporate policy, ensuring the decide to leave. This information is gained through exit promote close cooperation with employee representa- health and safety of our employees is our top prior- interviews and analysis with the respective superiors. tives at several levels. The consideration of employee ity. We offer all our employees a working environment Where recommendable, we also use a tool that allows interests is anchored in our Code of Conduct and is 1 characterised by fairness and trust, irrespective of their us to detect the risk of employees leaving the company equally valid at all locations. During the reporting period, location. Therefore, our overarching personnel strategy at an early stage. The ﬁndings are used to deﬁne further there were no business locations where the right to is based on the universally applicable corporate values measures to avoid undesired ﬂuctuation. freedom of association and collective bargaining was TO OUR of the Novem Group: Responsibility, Excellence, Innova- infringed or put at risk. SHAREHOLDERS tion and Commitment. 2 Employees by region and gender at the Novem Depending on country and location, the form of direct Group Our Code of Conduct deﬁnes our way of working and indirect participation of employees at Novem together across all our locations. To safeguard the varies. In Germany, the Works Constitution Act regu- NON-FINANCIAL standards and principles for personnel work in the lates the corporate co-determination of employees. REPORT FY FY FY interests of the Group, human resources at Novem are We also work with the local works councils at each 2022/23 2023/24 2024/25 3 managed both centrally and decentrally at the different location based on mutual trust. The economic situ- Europe locations to ensure that all employees can be offered ation of the business is regularly discussed on the Total 2,893 2,434 2,126 the best possible support and development at a local Economics Committee. Potential workforce changes GROUP Female 44% 43% 43% level. Every employee has a dedicated local contact to are always discussed with the works council. We MANAGEMENT whom they can turn with their issues and concerns. inform our employees in good time of any operational Male 56% 57% 57% REPORT We promote international communication through our changes that may have an impact on them by posting Americas 4 regular worldwide HR Conference, which took place in notiﬁcations on the bulletin board and on our intranet Total 1,807 1,780 1,804 2023 and is planned again for autumn 2025. NovemNET. In the case of time-limited collective bar - Female 46% 47% 48% gaining agreements and company agreements, we CONSOLIDATED Male 54% 53% 52% A total of 4,509 people were employed at our locations approach the respective contractual party in good FINANCIAL worldwide by the end of the ﬁnancial year 2024/25. Asia time to initiate the conclusion of new agreements as STATEMENTS During this period, we were able to recruit a total of necessary. Total 788 673 579 5 705 new employees. Female 36% 37% 36% We are also committed to cooperating with employee Male 64% 63% 64% The undesired ﬂuctuation rate among employees was representatives at our international locations, for exam- ANNUAL Total worldwide 5,488 4,887 4,509 around 3.3% for the central oﬃce in the reporting year ple, with the local unions in Langfang, Querétaro and ACCOUNTS (PY: 3.8%). To maintain this ﬂuctuation at a low level, Žalec. Our approach is built on mutual respect and trust, 6 we are increasing our efforts to develop up-and-coming and we strive to ﬁnd solutions to issues and challenges junior staff and are focusing our human resources that take appropriate account of all parties’ interests. work on further training for managers. Furthermore, ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 26 CONTENTS Health and safety Attractive employer We likewise provide our employees with remunera- tion packages that frequently extend beyond the local We offer our employees a working environment that statutory regulations at our international locations. We protect the health and safety of our employees also recognises their performance through ﬁnancial For example, Novem enables numerous employees in through a comprehensive health and safety manage- rewards. We provide performance-based compensa- Mexico and Honduras to obtain health and life insur- ment system. The topics of workplace safety and tion systems worldwide through bonus systems that ance. Novem also offers employees in these two coun- health protection within the Novem Group are man- we have established in the individual countries. In Ger- tries ﬁnancial beneﬁts such as vacation and Christmas aged by the central EHS team within the Central Quality 1 many, around 90% of all employees are remunerated bonuses in addition to the statutory requirements. Management. Additionally, each site has an EHS Oﬃcer under collective bargaining agreements. In addition, who is responsible for implementing the central objec- there are non-payscale components that take account With our attractive conditions, our goal is to retain our tives and goals. TO OUR of the individual operational circumstances in the dif- staff while also attracting new talents. This is increas- SHAREHOLDERS ferent departments. ingly important in view of the current labour market Novem has deﬁned multilocational processes in the 2 challenges: demographic change and the associated guideline for health and safety to comply with statutory Additional beneﬁts complete our compensation pack- shortage of skilled workers are having an impact on requirements for health and safety. We have a certiﬁed age. In Germany, we offer to contribute to an additional Novem – especially when it comes to ﬁlling vacant occupational health and safety system in conformity NON-FINANCIAL pension plan for our employees. Besides this, we offer positions. It becomes more and more challenging to with ISO 45001 in place since ﬁnancial year 2022/23. REPORT them capital‑forming beneﬁts under the collective ﬁnd specialists, particularly in the ﬁelds of engineering The German locations in Eschenbach and Vorbach as 3 bargaining agreement. We also provide a corporate and IT. For this reason, we have started implement- well as the production sites in Langfang, Pilsen, Queré- beneﬁts programme and ﬁtness network member- ing the onboarding+ programme in our central oﬃce taro and Žalec were successively certiﬁed. ship for our employees in Germany. Beyond that, we to ensure an even better onboarding of our valuable GROUP acknowledge the changing needs of our employees employees. During the programme, they not only get MANAGEMENT Safety in the workplace and support a healthy work-life balance for combin- to know the company and its processes but also gain REPORT ing career ambitions and familial responsibilities. We deep insights into how departments collaborate and 4 therefore support ﬂexible working models and offer familiarise themselves with their own future role as We are obliged to comply with the legal requirements individual solutions in consultation with our employees. members of a successful team. Besides our onboard- for health and safety. Furthermore, we want to contrib- ing+ programme, we also want to attract new talents ute to improving systems and take appropriate action CONSOLIDATED through alternative communication channels, such as to prevent accidents from occurring. Our emphasis lies FINANCIAL Number of employees on parental leave Instagram. The account, successfully implemented on correctly handling hazardous substances such as STATEMENTS in 2022, provides insights into working at Novem, the paints, coatings and ﬁnishes. 5 beneﬁts we offer our employees and our understanding FY FY FY 2022/23 2023/24 2024/25 of teamwork. We also use this as a platform to show Our risk assessment process forms the basis for haz- and remind our own employees of what Novem pro- ard- and accident-free work. Holistically designed, it Employees in ANNUAL 1,271 1,146 1,024 Germany vides. At the same time, this allows us to reach younger covers all the key steps: hazards are determined, the ACCOUNTS target groups better, such as trainees, participants in level of risk is assessed and protective measures are On parental leave 6 dual study degree programmes and career starters. deﬁned on this basis. The method is strictly regulated Female 31 34 33 From September 2022 until the end of ﬁnancial year and national, international and Novem‑speciﬁc require- Male 36 29 30 2024/25, we created 295 posts and gained more than ments are considered. This ensures an overall view of ADDITIONAL Total 67 63 63 930 followers. the workplace while at the same time guaranteeing the INFORMATION NOVEM ANNUAL REPORT 2024/25 27 CONTENTS Health promotion highest possible level of safety. It can, therefore, be Besides this, we ensure that all third-party subcontrac- applied to all Novem locations and is correspondingly tors can operate with maximum safety at Novem sites. implemented everywhere. We review and update risk A leaﬂet informs them about details regarding all rel- Apart from prioritising workplace safety, we also assessments on a regular basis, for example, when evant plant‑speciﬁc regulations, along with instructions actively promote the health of our employees. As a new work resources are introduced, when new work - on workplace and plant safety, ﬁre prevention and envi- central component, our integrated Company Health- place conditions arise, in response to accidents or to ronmental protection. Simultaneously, we expect our care Management (CHM) goes beyond the statutory evaluate existing protective measures. suppliers to adhere to all statutory and country‑speciﬁc requirements and includes numerous measures for 1 regulations as well as plant‑speciﬁc rules at Novem. basic medical care and preventive health care. All our employees are consistently involved in workplace safety topics. Employees must immediately inform In order to raise awareness about health, a health day TO OUR Indicators for health and safety at the Novem their supervisors of work-related risks or hazardous was organised at our German locations in the report- SHAREHOLDERS Group situations. As part of the quarterly held occupational ing year. Our employees had the opportunity to attend 2 safety committee meetings at our German locations, presentations or to participate in health checks at vari- we provide an opportunity for employee and employer ous stations. per 1 million hours FY FY FY worked 2022/23 2023/24 2024/25 representatives to address current issues relating to NON-FINANCIAL health and safety. Similar meetings are also organised All Novem employees have access to an occupational Number of occupa- REPORT tional accidents with 77 76 55 at our locations abroad. health service. Every location has its own company a period of absence 3 doctor, who carries out all functions under the work- LTIF (Lost Time Injury We regularly train our employees in occupational safety place safety laws and participates in tours of inspec- 7.0 7.4 5.9 Frequency) matters, using digital training methods and practical tion to assess ergonomic conditions. The locations of Number of fatal oc- GROUP instruction sessions at relevant potential hazard points. Querétaro and Tegucigalpa have a medical service that 0 0 0 MANAGEMENT cupational accidents The relevant EHS departments prepare and conduct the also provides basic medical care. At the German sites REPORT training sessions, partly in cooperation with the spe- and many locations abroad, the occupational health- 4 cialist departments. Our employees in administration care service also offers vaccinations directly on-site. at the Group’s central oﬃce are provided with annual safety brieﬁngs. CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 28 CONTENTS Equal opportunity and diversity Commitment to society We are also committed to encouraging young women for technical vocations and study courses, such as Our Code of Conduct deﬁnes principles for a working wood technology or mechanical engineering. As part Novem sees itself as a global corporate citizen and environment that promotes diversity and guarantees of this initiative, Novem has already participated in Girls’ therefore as part of society. Consequently, we are com- equal opportunities and equal treatment, regardless Day several times and plans to do so again. We can mitted to taking on responsibility beyond the bounda- of ethnic background, skin colour, gender, identity, dis- also report a balanced gender ratio among the partici- ries of our Group and playing our part to ensure that ability, beliefs, religion, nationality, sexual orientation or pants in our dual study degree programmes. the communities at our locations continue to develop 1 social origin. sustainably in the future. We contribute to a sustainable Inclusion also plays an essential role at Novem. We society above all through cash and in-kind donations, The Novem Group is opposed to all forms of discrimina- employ people with disabilities and thus promote their while also actively engaging with the communities in TO OUR tion. Every superior is urged to be the ﬁrst point of con- social participation. During the year under review, we which we operate. The volume of donations and spon- SHAREHOLDERS tact for possible cases of discrimination. Internal and exceeded the statutory quota in Germany for employ- sorships for the ﬁnancial year 2024/25 amounted to 2 external notiﬁcations and infringements can also be ing people with disabilities by around 60% (PY: 46%). approximately €20,000. The Management approved reported conﬁdently using the whistleblower reporting and supported all activities in line with our business system on the company website or by email to Corpo- principles. NON-FINANCIAL rate Legal and Compliance. Besides this, any affected REPORT employee can consult the relevant works council. No We see it as our responsibility to strengthen social, cul- 3 cases of discrimination became known at Novem in tural and community life. Our donations and sponsor- the reporting year 2024/25. ships focus on promoting local and regional facilities, associations and organisations at the individual sites GROUP At Novem, we support the principle of equal opportuni- where the Group is located. We support hospitals and MANAGEMENT ties and equal treatment. Our employees receive the public organisations in the local communities, such as REPORT same remuneration for equivalent work, irrespective of kindergartens, elementary schools and sports clubs. 4 gender. Across the world in 2024/25, the proportion of women directly reporting to the Management Board was around 22% (PY: 25%). At the end of 2024/25, the CONSOLIDATED share of women on both the Management Board and FINANCIAL on the Supervisory Board was 20%. STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 29 ENERGY AND EMISSIONS CONTENTS Climate protection Energy consumption The EHS Oﬃcers at each plant report the environmental impacts to the respective Plant Manager and the cen- Our corporate policy deﬁnes environmental protec- tral EHS Manager on a regular basis. We also actively As a manufacturing company, the various stages in tion, energy-saving and careful use of resources as monitor ESG-related risks and opportunities and all our production processes consume a considerable essential to our identity. For us, optimising energy relevant regulatory environmental risks impacting amount of energy. Most of this energy is used for sur- usage while minimising greenhouse gas emissions is our business. We monitor international and national face manufacturing, injection moulding, pressing and indispensable. environmental legislation as well as customer‑speciﬁc milling operations, primarily sourced from electricity 1 requirements, for example, along with other regulations and natural gas. The central EHS team, as part of Central Quality Man- in order to exclude possible violations (Sustainability agement, covers the group-wide responsibility for organisation of Novem). Our German locations in Eschenbach and Vorbach TO OUR environmental concerns. Each location also has an as well as the production site in Žalec are certiﬁed in SHAREHOLDERS EHS Oﬃcer responsible for enforcing and monitoring conformity with the energy management standard 2 central regulations and site‑speciﬁc measures. They ISO 50001. At our site in Pilsen, Novem also has an are appointed by the facility management and in agree- energy audit system that complies with ISO 16247. ment with central EHS at the Novem Group. The central NON-FINANCIAL EHS department, in cooperation with the Management In cooperation with the EHS teams at the plants, our REPORT Board, sets group-wide targets each year, on the basis central Energy Manager constantly reviews our over- 3 of which the Novem locations deﬁne their own environ- all energy consumption and the associated savings mental targets and action plans. potential. Since October 2024, energy tables have been introduced at all Novem locations to share both further GROUP All Novem production sites worldwide have certiﬁed knowledge and best practice projects to improve the MANAGEMENT environmental management systems in accordance Group’s overall energy performance. For this purpose, REPORT with ISO 14001. This also applies to the identiﬁcation of we use an external energy data recording system at our 4 potential negative impacts. To record these throughout sites in Eschenbach, Pilsen, Vorbach and Žalec. In addi- the individual stages, we have carried out a mandatory tion, Novem has started implementing this system in impact assessment at all our sites every year since Querétaro. This location also uses the Schneider meter- CONSOLIDATED 2009 to derive appropriate group-wide targets and ing system in accordance with federal regulations. FINANCIAL measures. For each individual category of relevant STATEMENTS environmental impact, including for instance waste, Modern and eﬃcient technology is a top priority when 5 water and emissions, the severity and probability of implementing new infrastructure or upgrading the occurrence are evaluated in conjunction with the appli- manufacturing process. This includes, for example, cable legal framework. installing energy‑eﬃcient heating systems, air‑heating ANNUAL pumps and LED lighting. ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 30 CONTENTS Energy consumption by energy source for reducing emissions are to be outlined. The calcula- tions indicate that the materials procured by Novem constitute a substantial proportion of the total THG in kWh FY 2022/23 FY 2023/24 FY 2024/25 emissions. Novem engages in active dialogue with Consumption of non-renewable fuels (oil and gas) 29,226,510 25,485,119 22,546,908 its suppliers to obtain primary emission data for the Electricity, heat and cooling energy and steam purchased for purchased materials to enhance both the database and 116,770,473 110,412,711 97,256,148 consumption, individually (electricity and district heating) the comprehension of the emissions sources. Addition - 1 Total energy consumption 145,996,983 135,897,830 119,803,056 ally, an emissions balance is prepared for the German sites in Eschenbach and Vorbach. Based on this result, Novem will offset the remaining GHG emissions in the TO OUR Energy intensity 2019. We record all the relevant climate gases1 to deter- course of 2025 through recognised climate protection SHAREHOLDERS mine CO2 equivalent values. This calculation is based projects and thus meet its own targets. With this, the 2 on the requirements of the Greenhouse Gas (GHG) calculation basis and requirements for certiﬁcation FY 2022/23 FY 2023/24 FY 2024/25 Protocol. A distinction is drawn here between direct as Climate Neutral Company as part of the initiative (Scope 1), indirect (Scope 2) and other indirect green- KLIMASCHUTZ HOLZINDUSTRIE are also fulﬁlled. Total consump- 145,996,983 135,897,830 119,803,056 NON-FINANCIAL tion (in kWh) house gas emissions (Scope 3). Scope 1 emissions REPORT at Novem emerge, for example, from the combustion In the reporting year, we recorded a signiﬁcant reduction Produced 29,037,179 24,326,075 19,658,760 3 parts of fuels at our sites and from the fuel consumption of in our Scope 1 and Scope 2 emissions compared to the our company car ﬂeet. The overwhelming proportion of last reporting year. In Scope 1, this was primarily due Energy inten- sity ratio (kWh/ 5.0 5.6 6.1 Scope 1 emissions at our own production facilities is to lower production volumes and favourable weather component) GROUP due to using natural gas and heating oil. Our Scope 2 conditions reducing the need for heating agents. Fur- MANAGEMENT emissions are to be allocated to energy production thermore, a lower quantity of refrigerants was required REPORT at our electricity suppliers. The other indirect emis- in the ﬁnancial year 2024/25. The reduction in Scope 2 4 Greenhouse gas emissions sions – in the category of Scope 3 – are due to activi- emissions reﬂects our efforts in decreasing electricity ties in the supply chain related to activities such as consumption and while improving the quality of the We generate greenhouse gas emissions as a result of the production of raw materials or the manufacture energy mix used. Since the beginning of 2024, our site CONSOLIDATED energy consumption at our production facilities. Emis- of intermediate products. Currently, we systematically in Langfang has covered its entire electricity demand FINANCIAL sions also occur within our value chain in conjunction record only Scope 1 and Scope 2 emissions from our from renewable sources. In addition, the German sites STATEMENTS with our upstream and downstream activities. By prioritised emission sources. Novem is undertaking have been sourcing 100% of their electricity from 5 continuously reducing and offsetting our emissions, efforts to enhance the database for all scopes, aiming renewable sources since 2025. we aim to reach greenhouse gas neutrality in our Ger- to formulate a comprehensive Corporate Carbon Foot- man sites by 2025, in our European sites by 2030 and print (CCF) calculation, which is based on the insights With our efforts, we intend to meet the increasing ANNUAL worldwide by 2035. and knowledge already gained. In light of the results requirements of our customers that we expect in the ACCOUNTS of the above-mentioned carbon footprint assessments, future. In light of this, Novem is permanently review- 6 To calculate our annual emissions, we have been using reduction potentials are to be identiﬁed and measures ing several opportunities for reducing its emissions an environmental footprint software from Sphera since effectively. 1 These include CO2, CH4, N2O, HFCs, PFCs, SF6, NF3 and all other ADDITIONAL volatile compounds from their chemical constituents. INFORMATION NOVEM ANNUAL REPORT 2024/25 31 CONTENTS Scope 1 – Direct GHG emissions in tonnes of CO2 equivalent FY 2022/23 FY 2023/24 FY 2024/25 Natural gas 5,652 4,972 4,319 Heating oil 2,162 1,831 1,741 LPG 272 221 237 1 Refrigerants 2,018 852 534 Fuels (company car ﬂeet) incl. ﬂights 1,456 1,347 1,4641 Total Scope 1 emissions 11,559 9,224 8,295 TO OUR SHAREHOLDERS 1 Methodology according to VDR standard 2 Scope 2 – Indirect GHG emissions NON-FINANCIAL REPORT in tonnes of CO2 equivalent FY 2022/23 FY 2023/24 FY 2024/25 3 Power1 67,269 56,305 33,434 Total Scope 2 emissions 67,269 56,305 33,434 GROUP 1 The market‑based method was applied for this calculation; value for FY 2024/25 by location‑based method: 40,610 t CO2 equivalent. MANAGEMENT REPORT 4 Scope 1 & 2 – GHG emission intensity FY 2022/23 FY 2023/24 FY 2024/25 CONSOLIDATED Total GHG emissions (in t CO2 equivalent) 78,828 65,529 41,728 FINANCIAL STATEMENTS Produced parts 29,037,179 24,326,075 19,658,760 5 GHG emission intensity (t CO2 equivalent/component) 0.00271 0.00269 0.00212 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 32 Ash open pore 3 Group Management Report CORPORATE STRUCTURE AND BUSINESS ACTIVITIES CONTENTS Novem Group S.A., Luxembourg, hereafter also referred For more than 75 years, the Group has successfully Using novel materials such as rattan, linen or ﬁbreglass, to as the “Company”, is a public limited liability com- used wood as raw material, which has helped the the Group creates a new atmosphere in the vehicle inte- pany (Société Anonyme) incorporated in Luxembourg Group become the world leader in ﬁne woods through rior. In combination with light, this is how the Group’s and governed by Luxembourg Law. The Company’s high quality and natural processing. With the help of trendsetting designs are created. registered oﬃce is at 19, rue Edmond Reuter, 5326 new technologies, material combinations and surface Contern, Luxembourg. ﬁnishes, there is a steady and consistent reﬁnement The special material properties not only directly inﬂu- of the processing of this raw material. Trims made of ence the design and atmosphere of the interior but are 1 Novem Group S.A. is the parent of the Novem Group veneers are synonymous with exclusivity, as the natural also speciﬁcally selected according to the criteria of including its subsidiaries (hereinafter referred to growth and individual grain of the wood as raw material sustainability, reduced weight and economy. as “Novem” or the “Group”). To ensure and maintain are unique. TO OUR proximity to customers, the Group has a global pres- Research and development (R&D) plays a pivotal role SHAREHOLDERS ence with 12 locations in China, the Czech Republic, The processing of lightweight metal aluminium is car- in reinforcing Novem’s position as the global market 2 Germany, Honduras, Italy, Luxembourg, Mexico, Slo- ried out through production processes that preserve leader. The Group continuously invests in advanced venia and the USA. The ﬁnancial year of the Group is the feel of this material. The trims are printed, painted, technologies, materials science and process optimi- a 12-month period from 1 April until 31 March of the brushed, polished, galvanised or anodised using sation to anticipate future trends and meet evolving NON-FINANCIAL following year. advanced methods. This creates surfaces that convey customer expectations. R&D activities include the REPORT a feeling of sporty elegance and modernity. development of bespoke solutions that integrate 3 The Group did not purchase any own shares in the functionalities, such as ambient lighting and smart ﬁnancial year ended 31 March 2025 and did not hold Carbon remains a key material for lightweight and surfaces, as well as sustainable material alternatives. any own shares at that time. high-performance automotive interiors, continuously The Group’s commitment to innovation and research is GROUP redeﬁning premium design with its strength and further evidenced by the numerous patents held. MANAGEMENT As the global market leader in high-end vehicle interiors, elegance. Furthermore, as a material made of carbon REPORT the Group operates as a developer, supplier and system ﬁbres, carbon entails the attributes of impact resist- Due to expert knowledge in handling different materials, 4 supplier for trim parts and decorative functional ele- ance and temperature resistance. Through high‑quality the Group is able to meet customer requirements at ments. This year, Novem made its entrance into the pre- lacquering, priming and polishing processes, its pre- the desired level, as it has done in the past. In order to mium exterior trim market, transferring the expertise in mium ﬁnishing creates special 3D effects that give an continuously advance, the Group always uses mate- CONSOLIDATED car interiors to exterior components as well. The prod- impression of depth. rials in an innovative manner. This is also underlined FINANCIAL ucts combine valuable raw materials with the latest by the certiﬁcation of the Group plants according to STATEMENTS technology and processing. The customers include all Premium synthetics enable versatile design and pro- IATF 16949 as well as DIN EN ISO 14001 and DIN 5 major premium carmakers worldwide. The Group has cessing options. A variety of optical effects can be EN ISO 50001. This ensures environmentally friendly an extensive and exclusive product portfolio of instru- achieved through creative processing techniques. Mod- production for the customer, combined with up-to-date ment panels, impact-resistant trim parts in the centre ern injection moulding processes such as 2K technol- quality and environmental requirements. ANNUAL console, door trims, beltlines and decorative functional ogy ensure excellent proﬁling and customer‑oriented ACCOUNTS elements in the car interior. Premium materials are adjustment. 6 used to ensure high quality standards. The surfaces are versatile, ranging from ﬁne woods, aluminium and carbon to premium synthetics or leather, and present ADDITIONAL a different feel depending on the selection. INFORMATION NOVEM ANNUAL REPORT 2024/25 34 KEY EVENTS CONTENTS Novem’s ﬁnancial year was marked by signiﬁcant chal- 2025, bringing the prime rate down to 2.65%. On the decrease in call‑offs and ineﬃciencies arising from lenges and numerous upheavals. The Group faced, other hand, the FED announced its ﬁrst reduction in their volatility, it was essential for Novem to demand among other things, weak demand in the automotive September 2024 and maintained the rate at 4.5% since price increases from customers. sector, ongoing volatility in the call-offs and recently December 2024, resulting in a total reduction of 1.0%. also trade policy turbulence. On top of this, global eco- Due to the current tariff discussions, uncertainty regard- Novem achieved a solid order intake due to the nomic uncertainties, stricter regulatory requirements ing the future development of the prime rates remains international collaboration of the specialised depart- and advancing technological developments have cre- high and will continuously impact the exchange rate ments. Within this context, the ﬁrst order featuring an 1 ated an environment with both opportunities and risks. market. Additionally, the US presidential elections in integrated heating system in the decorative part was November 2024 and the resulting expectations led secured. Also, stone has been introduced in various The lingering effect of the pandemic-related disrup- to high volatility in the development of the Euro to US variations as a new surface material in vehicles. Acqui- TO OUR tions continues to impact the stability of global supply Dollar currency pair. The elections in Mexico also had a sitions included new platforms from Bentley, Genesis, SHAREHOLDERS chains. Although there are signs of a gradual recovery, signiﬁcant inﬂuence on the exchange rates to the Mexi- Jaguar, Porsche and Volvo, among others. The general 2 transport costs remain elevated, putting extra ﬁnancial can Peso. This impact was ampliﬁed by the close ties trend towards shorter development times is evident, strain on companies. Declining production volumes, to the USA following the elections there, resulting in a especially in Asia, with some projects being reduced especially in Asia and Europe, are causing underuti- three-year high for the US Dollar and a notable increase to one year. In order to cope with this, comprehensive NON-FINANCIAL lisation of transport capacities and driving up costs. from the end of Novem’s last ﬁnancial year. digitalisation is necessary. In addition, introducing and REPORT Regional conﬂicts and protectionist trade barriers fur- working with virtual Design of Experiments (DoE) saves 3 ther complicate global logistics processes, necessitat- Buyer reluctance and a drop in demand resulted in lower a signiﬁcant amount of time and costs. To remain a ing greater ﬂexibility and adaptability. A key challenge call‑offs for the ﬁnancial year 2024/25. In addition, geo- market leader, a functional innovation process is remains the uncertainty surrounding the United States’ political tensions persist due to the still ongoing wars in essential. This year, Novem successfully completed GROUP customs policy, which could have lasting impacts on Ukraine and the Middle East. The political landscape in all its innovation theses, with seven independent pat- MANAGEMENT international trade relations and increase costs for the USA is also posing challenges following the recent ents granted and many new innovative demonstrators REPORT companies. To ensure long‑term stability and eﬃciency, presidential elections. After being re-elected and taking introduced to the showroom in Vorbach. As a notable 4 companies must act strategically and make targeted oﬃce for his second mandate in January 2025, Presi- example, the mobile butler stands out, replacing the investments in technology and process optimisation. dent Donald Trump introduced a set of tariffs targeting front passenger seat and offering numerous features. numerous countries and sectors, potentially sparking Demonstrating innovative capabilities, it combines CONSOLIDATED The increasing regulatory and logistical requirements far-reaching economic repercussions and the possibil- functionality and aesthetics for luxury mobility provid- FINANCIAL will continue to gain importance in the coming years. In ity of escalating international trade tensions towards a ers. Apart from that, a new collaboration enables seam- STATEMENTS order to meet rising expectations and ensure long-term trade war. In this environment, the automotive market less sensing behind conductive authentic materials like 5 competitiveness, it is essential to implement innova- has been severely impacted during the business year, aluminium or carbon ﬁbre. tive and sustainable solutions along the entire supply leading to a notable effect on the Group’s annual rev- chain. Material availability was no longer an issue this enue. Novem had to react by adjusting its growth plans In the ﬁnancial year 2024/25, all Novem Group ANNUAL business year, and important material prices have and taking further cost-saving measures. As an effort plants successfully completed recertiﬁcation for the ACCOUNTS stabilised. to reduce capacities and ﬁx costs, Novem reduced its IATF 16949 certiﬁcate (International Automotive Task 6 workforce by approximately 380 employees worldwide, Force). The IATF encompasses a range of quality man- In the ﬁnancial year 2024/25, both the ECB and FED with the majority of the cuts taking place in Slovenia, agement systems. Holding up‑to‑date certiﬁcates is lowered prime rates. The ECB initiated reductions in followed by Germany. In order to counteract the imperative for securing contracts with customers in ADDITIONAL June 2024, with the last reduction announced in March the automotive industry. INFORMATION NOVEM ANNUAL REPORT 2024/25 35 CONTENTS Being an automotive supplier, another important aggre- beginning of 2025. Moreover, the growing signiﬁcance gation for Novem to obtain is the TISAX Certiﬁcation, of environmental considerations in supply chains which ensures security standards. The successful necessitates companies to adapt their processes and recertiﬁcation for Vorbach has been completed. For the seamlessly incorporate them into existing workﬂows ﬁnancial year 2025/26, the recertiﬁcation of Atlanta/ to comply with legal and customer requirements. Cottondale, Langfang and Querétaro is planned in Q4. To enhance sustainability and prepare for coming Following a smooth and successful migration to SAP changes to REACH legislation, Novem is collaborat- 1 S/4HANA in January 2025 without any disruptions ing with the respective suppliers to explore alternative to the organisation, a new digitalisation project has surface treatment materials. For example, three major recently been initiated to leverage technology for driv- production chemicals were re-developed as part of the TO OUR ing growth and innovation. This offers the opportunity effort to optimise the chemical footprint. Additionally, SHAREHOLDERS to streamline workﬂows, enhance data management Novem is working with its supply base to make fur- 2 and boost overall eﬃciency. ther sustainability improvements. The Ecovadis rating validity and re-evaluation process have been updated Novem has obtained recertiﬁcation for the FSC cer- as part of this. The validity period of the sustainability NON-FINANCIAL tiﬁcate (Forest Stewardship Council®) at its central rating now depends on the achieved rating and can be REPORT oﬃce in Vorbach and plant Langfang, while Pilsen has valid for up to three years, depending on the result. Sup- 3 achieved its initial certiﬁcation. This process ensures pliers with lower ratings must work on improvements that only exclusively certiﬁed veneers from controlled and undergo assessment every year. By the end of the cultivation areas are used in the production process ﬁnancial year 2024/25, 97% of suppliers had been rated GROUP for speciﬁc customers. In addition, both German loca- and developed using the Ecovadis system. In general, MANAGEMENT tions Eschenbach and Vorbach have been sourcing all the trend towards high‑quality, sustainable materials REPORT of their electricity from renewable sources since the continues. 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 36 BUSINESS AND GENERAL ENVIRONMENT CONTENTS World economy rate to support economic activity while remaining Therefore, the global light vehicle production in 2024 vigilant against inﬂationary pressures. These develop- amounted to 90.1 million, which marked a decrease In 2024, signiﬁcant political, economic and climatic ments highlight the ongoing efforts of central banks of -0.8% compared to the prior calendar year. However, events shaped developments in the global economy. to balance curbing inﬂation with fostering economic there were regional differences in development, similar Both last year and the start of 2025 were characterised growth. to GDP. Asia closed 2024 with a slight increase in the by notable elections taking place in some of the world’s volume of produced units amounting to 52.2 million largest economies. The elections in the United States Inﬂation started to gradually come down but remained (PY: 51.9 million). Meanwhile, Americas’ production 1 and Germany were of particular interest. elevated. The worldwide inﬂation rate was 5.7% in 2024, volume, on the other hand, slightly decreased by -1.5% after 6.6% in 2023 compared to the previous year. Con- to 15.4 million (PY: 15.6 million) units. Europe reported Geopolitical tensions remain a major concern, particu- sumer prices in Germany increased by 2.5% in 2024 a decline of -3.7% over the year, with a total of 17.3 TO OUR larly the ongoing conﬂicts in Ukraine or the Middle East, compared to 6.0% in 2023. million (PY: 18.0 million) produced vehicles.1 SHAREHOLDERS which could lead to disruptions in the supply of energy 2 or to the blockade of important shipping routes. Fur- The world economy encountered signiﬁcant obstacles In 2024, key topics in the automotive industry included thermore, the global trade tensions included new tariffs yet again. Despite various factors working against it, production developments at major German OEMs and and trade barriers announced by the United States, the global gross domestic product (GDP) increased the growing inﬂuence of Chinese manufacturers, par- NON-FINANCIAL Europe and China. Global economic uncertainties are by 3.3% in the calendar year 2024, remaining stable at ticularly in the electric vehicle sector. German suppliers REPORT the result of the recent developments. prior year’s growth level. However, there were regional faced challenges such as high energy costs, bureau- 3 differences to be noted here, with GDP rise by 0.9% cracy and increasing competition from Asia, leading Unforeseen weather incidents such as hurricanes, in the Eurozone, 0.1% in Japan, 2.8% in the USA and to job cuts and restructuring programs in several com- ﬂoods and other natural disasters caused signiﬁcantly 5.0% in China. These regional differences highlight the panies. Despite these diﬃculties, certain production GROUP above-average damage worldwide in 2024. Events of diverse economic landscapes and challenges faced by sites in Germany managed to keep strong outputs by MANAGEMENT this nature often lead to interruptions in production or different parts of the world in 2024. optimising manufacturing processes and integrating REPORT even temporary plant closures, which have an overall new technologies. 4 negative impact on business development. North In Germany, the GDP decreased by -0.2% compared America, in particular, is regularly affected by these to the previous year. Economic and structural burdens This trend is also reﬂected in the overall data. In Ger- events and was not exempt in 2024. The economic such as increasing competition in key export markets, many, perceptible fewer vehicles were registered than CONSOLIDATED damage caused by hurricanes Milton and Helene elevated energy costs, persistently elevated interest in the previous year, with a decline of -1.0%. In contrast, FINANCIAL reached into the high two-digit billion range. rates and an uncertain economic outlook led to the there was an increase of 7.3% in the last year. Look- STATEMENTS German economy shrinking again in 2024. ing at registrations in Europe, battery-electric vehicles 5 During 2024, central banks continued their efforts to (BEVs) remained the third most popular choice for buy- control inﬂation through adjustments in interest rates. ers in 2024, holding a 13.6% (PY: 14.6%) market share. Automotive markets In the United States, the Federal Reserve cut the federal BEVs once again outperformed diesel cars, which ANNUAL funds rate by 25 basis points in December 2024, bring- declined to 11.9% (PY: 13.6%). Petrol vehicles retained ACCOUNTS ing it to a range of 4.25% to 4.50%. This followed an ear- The overall global automotive production recorded their lead at 33.3% (PY: 35.3%), while hybrid‑electric 6 lier rate cut in September 2024, the ﬁrst in three years. a slight decline in 2024 compared to 2023. Factors cars strengthened their second position, capturing a Prior to these reductions, interest rates peaked at 5.5% such as high operational costs, sluggish demand and 30.9% (PY: 25.8%) market share. in August 2023. Similarly, the European Central Bank increased competition, particularly in Europe, have ADDITIONAL implemented a moderate reduction in its key interest led automakers to reduce production and workforce. 1 According to GlobalData as per April 2025 INFORMATION NOVEM ANNUAL REPORT 2024/25 37 CONTENTS Demand for cars remained subdued, particularly Increased trade tensions may hinder global growth with expectations and actual inﬂation developments. for battery-electric vehicles, which still appear to be while lingering inﬂation could delay the expected inter- Further reductions are planned in the course of 2025 unpopular with consumers in many countries. Due to est rate cuts. Despite these challenges, the global and the key interest rate is expected to reach a level of the low popularity of electric cars, residual values are economy could also exceed expectations, particularly if up to 1.5% until the end of 2025. also under pressure, to an even greater extent in the major players like the United States and China manage upper vehicle segments. This raises concerns about to gain momentum. In the United States, robust house- Germany experienced a second consecutive year of possible adverse effects on the overall market, high- hold spending could result in stronger-than-expected negative GDP growth due to structural issues such 1 lighting the need for measures to counteract this trend. growth, with beneﬁcial effects for developing econo- as labour and qualiﬁed worker shortages, excessive The uncertain residual values of electric cars, along mies. In China, the implementation of further stimulus bureaucracy and weak investment in both the private with other factors such as the limited range or insuf- measures could boost demand. and public sectors. As of April 2025, the German govern- TO OUR ﬁcient infrastructure development, are reasons why ment expects a stagnant GDP growth of 0.0% for 2025, SHAREHOLDERS consumers are reluctant to switch to e-mobility. While The annual inﬂation rate in the US edged up to 3.0% due to weak foreign demand, structural challenges and 2 interest in BEVs was muted in most markets, demand in January 2025 and came in above market forecasts trade uncertainties linked to US tariff policies. for vehicles with combustion engines and hybrid vehi- of 2.9%, indicating stalled progress in curbing inﬂation. cles increased. The annual inﬂation rate in the US eased for a second The IMF forecasts that German GDP will remain NON-FINANCIAL consecutive month to 2.4% in March 2025, the lowest unchanged in 2025. Global trade is expected to grow REPORT Overall, the situation in the automotive market remains since September, down from 2.8% in February and by 2.8% this year and 3.0% in 2026, slightly below 3 tense, especially in the European market, and is fraught below forecasts of 2.6%. The inﬂation trend is important the historical average of 3.7%. For the Eurozone, the with political and economic uncertainties. For the cur- for the US Federal Reserve’s future interest rate deci- IMF projects a 0.8% rise in GDP for 2025 and a 1.2% rent calendar year 2025, the German Association of the sions, which, in turn, has a major impact on the ﬁnancial increase in 2026. GROUP Automotive Industry (VDA) forecasts a slight increase markets. Should inﬂation stabilise above 2.5%, the Fed MANAGEMENT in sales of 1.0% for Germany, while sales in Europe are may have to re-assess its plans for interest rate cuts. The global economic outlook reﬂects growing head- REPORT expected to rise by 2.0%, in the USA by 2.0% and in At present, the Fed is maintaining key interest rates in winds, with 2025 growth projections downgraded to 4 China by 1.0%. the range of 4.25% to 4.50%. Unexpected geopolitical 2.8% from 3.3% last previous year. Rising trade bar- events or new political actions could also inﬂuence the riers, particularly new US tariffs, along with ongoing course of monetary policy. Higher interest rates tend geopolitical tensions and slowing momentum in key CONSOLIDATED Forecast for global economic development to affect poorer countries disproportionately, and the economies like China and Germany are weighing on FINANCIAL 2025/2026 resulting increase in borrowing costs can lead to a global activity. In addition, reduced international ﬁnan- STATEMENTS further weakening of these economies. cial coordination and structural weaknesses are hinder- 5 The global economy is anticipated to remain stable, ing recovery. Although a modest rebound is expected although regional disparities and uncertainties persist. The overall inﬂation rate for the year 2024 was 5.7%. in 2026, global policymakers must remain vigilant and As monetary policy is eased amid ongoing disinﬂation, For 2025, the International Monetary Fund (IMF) proactive to support stability and sustainable growth. ANNUAL ﬁscal policy must shift to ensure sustainability and experts forecast an overall inﬂation rate of 4.3% and ACCOUNTS rebuild buffers. Recognising the impact of monetary 3.6% for 2026. The inﬂation rate in Germany for 2025 In general, there are a variety of economic trends that 6 policy on global disinﬂation and the social acceptance is expected to reach a rate of 2.1%, which is in line with are considered to be relevant in the coming year. Arti- of structural reforms will be essential in fostering the ECB’s 2.0% target. In April 2025, the ECB lowered ﬁcial intelligence, automation and data analytics will steady and accelerated growth. its key interest rate for the seventh time in a row to the continue to shape the business world, with sustainabil- ADDITIONAL current level of 2.25%. This decision was made in line ity and cybersecurity remaining prominent challenges. INFORMATION NOVEM ANNUAL REPORT 2024/25 38 FINANCIAL PERFORMANCE CONTENTS in € million FY 2023/24 FY 2024/25 Change % change Revenue 635.5 541.5 -94.0 -14.8% Increase or decrease in ﬁnished goods and work in process -15.4 2.1 17.5 <-100.0% Total operating performance 620.1 543.5 -76.6 -12.3% Other operating income 18.9 17.3 -1.6 -8.7% Cost of materials -303.3 -272.1 31.2 -10.3% 1 Personnel expenses -173.2 -150.1 23.1 -13.3% Depreciation, amortisation and impairment -33.7 -32.1 1.5 -4.6% TO OUR Other operating expenses -69.5 -63.3 6.2 -8.9% SHAREHOLDERS Operating result (EBIT) 59.3 43.1 -16.2 -27.3% 2 Finance income 7.4 4.7 -2.7 -36.4% Finance costs -19.9 -22.3 -2.4 12.0% NON-FINANCIAL Financial result -12.6 -17.7 -5.1 40.4% REPORT Income taxes -13.1 -9.3 3.8 -29.0% 3 Deferred taxes 1.1 -5.1 -6.2 <-100.0% Income tax result -12.0 -14.3 -2.4 19.8% GROUP Proﬁt for the period attributable to the shareholders 34.8 11.1 -23.6 -68.0% MANAGEMENT REPORT Differences from currency translation -1.6 -8.7 -7.1 >100.0% 4 Items that may subsequently be reclassiﬁed to consolidated proﬁt or loss -1.6 -8.7 -7.1 >100.0% Actuarial gains and losses from pensions and similar obligations (before taxes) -1.6 2.2 3.7 <-100.0% CONSOLIDATED Taxes on actuarial gains and losses from pensions and similar obligations 0.5 -0.6 -1.1 <-100.0% FINANCIAL STATEMENTS Items that will not subsequently be reclassiﬁed to consolidated proﬁt or loss -1.1 1.6 2.7 <-100.0% 5 Other comprehensive income/loss, net of tax -2.7 -7.1 -4.4 >100.0% Total comprehensive income/loss for the period attributable to the shareholders 32.1 4.1 -28.1 -87.4% ANNUAL Earnings per share attributable to the equity holders of the parent (in €) ACCOUNTS basic 0.81 0.26 -0.55 -68.0% 6 diluted 0.81 0.26 -0.55 -68.0% ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 39 CONTENTS Revenue Change in ﬁnished goods and work in personnel expenses decreased by -0.3 percentage process points year-on-year to 27.6%. Despite the decline in Total revenue of €541.5 million in ﬁnancial year 2024/25 sales due to weak customer call-offs and the result- decreased by €-94.0 million or -14.8% compared to last Change of ﬁnished goods and work in process ing ineﬃciencies, the personnel expense ratio slightly year. Based on prior year (constant) exchange rates, increased by €17.5 million (<-100%) from €-15.4 mil- improved as a result of restructuring measures and revenue would have been higher by 0.1%. This currency lion in the ﬁnancial year 2023/24 to €2.1 million in the tight cost management. impact was primarily inﬂuenced by the Mexican Peso. current ﬁnancial year 2024/25 driven by higher tool- 1 On a segmental basis, revenue in 2024/25 was gener- ing inventories (€+12.8 million), higher ﬁnished goods Depreciation, amortisation and impairment ated in Americas (€280.8 million), followed by Europe (€+1.9 million) and unﬁnished goods (€+1.5 million) as (€206.0 million) and Asia (€54.8 million). well as higher intra‑group proﬁt elimination on stock TO OUR (€+1.2 million). Novem reported depreciation, amortisation and impair- SHAREHOLDERS ment of €‑32.1 million in ﬁnancial year 2024/25. The 2 Revenue development decrease of €1.5 million or -4.6% compared to last year Other operating income (PY: €‑33.7 million) was due to lower depreciation on buildings (€+1.2 million), other equipment (€+0.5 mil- in € million FY 2023/24 FY 2024/25 % change NON-FINANCIAL Other income decreased by €-1.6 million from €18.9 lion) as well as intangible assets (€+0.1 million); on the Revenue Series 553.1 465.9 -15.8% REPORT million in the ﬁnancial year 2023/24 to €17.3 million in other hand, higher depreciation on machinery (€-0.3 Revenue Tooling 82.5 75.6 -8.3% 3 the ﬁnancial year 2024/25. This deviation was mainly million). Revenue 635.5 541.5 -14.8% attributable to lower income from others of €-1.7 mil- lion, predominantly as a result of lower VAT income. Other operating expenses GROUP MANAGEMENT Revenue Series REPORT Cost of materials Other operating expenses of €‑69.5 million in ﬁnancial 4 Revenue Series dropped in the current ﬁnancial year year 2023/24 declined by €6.2 million to €‑63.3 million and recorded at €465.9 million, -15.8% below last year Cost of materials decreased from €-303.3 million last in the ﬁnancial year 2024/25. The decrease was mainly (PY: €553.1 million). Revenue Series accounted for year to €-272.1 million in the current year, resulting in because of lower order-related expenses, maintenance CONSOLIDATED 86.0% of total revenue and remained the key pillar of a year-on-year change of -10.3%. The cost of materials expenses, legal and advisory fees as well as personnel- FINANCIAL the business. to output (total operating performance) ratio increased related expenses, negatively affected by higher allow- STATEMENTS by 1.1 percentage points to 50.1% in the ﬁnancial year ances on receivables. 5 2024/25 (PY: 48.9%). Revenue Tooling Finance income and costs ANNUAL Personnel expenses Revenue Tooling contributed €75.6 million to total ACCOUNTS revenue in the ﬁnancial year 2024/25 (PY: €82.5 mil- The ﬁnancial result recorded at €‑17.7 million in the 6 lion). This led to a year-on-year decrease of €-6.9 mil- Personnel expenses amounted to €-150.1 million in ﬁnancial year 2024/25 compared to €‑12.6 million in lion (-8.3%), predominantly driven by a different project ﬁnancial year 2024/25, down by €23.1 million or ‑13.3% the ﬁnancial year 2023/24. phasing. compared to previous ﬁnancial year (PY: €‑173.2 mil- ADDITIONAL lion). As a percentage of total operating performance, INFORMATION NOVEM ANNUAL REPORT 2024/25 40 CONTENTS Novem reported ﬁnance income of €4.7 million in 2024/25 and thus came in €‑2.7 million below last year. This deviation was driven by currency translation effects and lower interest income. Finance costs for the ﬁnancial year 2024/25 stood at €-22.3 million, marking an increase of €-2.4 million 1 over last year (PY: €‑19.9 million). This deviation pri- marily resulted from higher foreign currency translation effects compared to previous year. TO OUR SHAREHOLDERS 2 Income tax result Despite lower EBIT, the income tax result increased by NON-FINANCIAL 19.8% from €-12.0 million last year to €-14.3 million in REPORT the ﬁnancial year 2024/25 as a result of an extraor- 3 dinary depreciation of the DTA interest carryforward in Germany. Additionally, ﬁnancial year 2024/25 was negatively impacted by a non-deductible business GROUP expense in Germany due to the interest barrier rule. MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 41 CONTENTS Adjustments Adj. EBIT in € million FY 2023/24 FY 2024/25 Change % change Revenue 635.5 541.5 -94.0 -14.8% Adj. EBIT represents the operating result adjusted EBIT 59.3 43.1 -16.2 -27.3% for exceptional non-recurring items. As such, Novem 1 EBIT margin 9.3% 8.0% adjusts certain one-off effects to better show the underlying operating performance of the Group. The Restructuring 8.9 1.0 -7.9 -89.1% adjustments made follow a pre‑deﬁned and transpar- Single impairments - 4.3 4.3 - TO OUR ent approach and form part of the regular monthly SHAREHOLDERS Others 0.8 0.5 -0.3 -37.4% closing and reporting routines. 2 Exceptional items 0.8 4.8 4.0 >100.0% Discontinued operations - - - - Adjustments Adjustments 9.7 5.8 -3.9 -40.5% NON-FINANCIAL REPORT Adj. EBIT 69.1 48.9 -20.1 -29.1% Adjustments in the ﬁnancial year 2024/25 recorded Adj. EBIT margin 10.9% 9.0% 3 €-3.9 million below last year and included €4.3 mil- lion single impairment due to outstanding receivables Depreciation and amortisation 33.0 32.1 -0.8 -2.5% against an insolvent Tier-1 client, €1.0 million restruc- Adj. EBITDA 102.0 81.0 -21.0 -20.5% GROUP turing costs for downsizing the plant Žalec and €0.3 Adj. EBITDA margin 16.1% 15.0% MANAGEMENT million severance and early retirement payments as REPORT well as €0.2 million project costs. 4 The Adj. EBIT margin of 9.0% for the ﬁnancial year 2024/25 was behind prior year’s margin of 10.9% by CONSOLIDATED ‑1.8 percentage points. Consequently, the Adj. EBITDA FINANCIAL margin of 15.0% also fell short of last year’s ﬁgure of STATEMENTS 16.1%. 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 42 FINANCIAL POSITION CONTENTS Assets Equity and liabilities in € million 31 Mar 24 31 Mar 25 Change % change in € million 31 Mar 24 31 Mar 25 Change % change Intangible assets 2.8 3.0 0.1 5.3% Share capital 0.4 0.4 0.0 0.0% Property, plant and equipment 193.9 171.4 -22.5 -11.6% Capital reserves 539.6 539.6 0.0 0.0% 1 Trade receivables 49.8 45.1 -4.7 -9.4% Retained earnings/accumulated -459.2 -446.5 12.7 -2.8% losses Other non-current assets 13.1 17.1 4.0 30.5% Currency translation reserve 9.1 0.4 -8.7 -95.2% Deferred tax assets 10.6 5.3 -5.3 -50.3% TO OUR Total equity 89.9 93.9 4.1 4.5% SHAREHOLDERS Total non-current assets 270.2 241.9 -28.3 -10.5% Pensions and similar obligations 28.7 26.3 -2.4 -8.4% 2 Inventories 99.4 95.3 -4.2 -4.2% Other provisions 2.3 2.3 -0.0 -0.5% Trade receivables 41.3 37.2 -4.2 -10.1% Financial liabilities 248.8 249.3 0.5 0.2% Other receivables 30.0 28.3 -1.7 -5.5% NON-FINANCIAL Trade payables 0.0 - -0.0 -100.0% REPORT Other current assets 19.6 15.3 -4.3 -22.1% Other liabilities 55.6 46.4 -9.3 -16.7% Cash and cash equivalents 141.5 150.1 8.6 6.1% 3 Deferred tax liabilities 1.4 1.7 0.4 26.8% Total current assets 331.9 326.2 -5.7 -1.7% Total non-current liabilities 336.8 326.0 -10.8 -3.2% Assets 602.1 568.1 -34.0 -5.7% GROUP Tax liabilities 7.6 1.1 -6.5 -86.1% MANAGEMENT Other provisions 38.9 29.2 -9.7 -24.8% REPORT Financial liabilities 1.2 1.0 -0.2 -15.5% 4 Trade payables 45.4 49.1 3.6 8.0% Other liabilities 82.4 67.9 -14.5 -17.6% CONSOLIDATED Total current liabilities 175.5 148.2 -27.3 -15.6% FINANCIAL STATEMENTS Equity and liabilities 602.1 568.1 -34.0 -5.7% 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 43 CONTENTS Total assets Non-current liabilities Working capital Total assets amounted to €568.1 million as of 31 March Non‑current liabilities totalled €326.0 million, reﬂect- in € million 31 Mar 24 31 Mar 25 % change 2025 and marked a decrease of €-34.0 million or -5.7% ing a decline of €-10.8 million or -3.2% compared to Inventories 56.2 53.2 -5.3% compared to the end of last ﬁnancial year 2023/24 (31 the €336.8 million recorded at the end of last ﬁnancial Trade 35.1 25.3 -28.0% March 2024: €602.1 million). year 2023/24. The decrease was mainly the result of receivables lower other liabilities of €-9.3 million or -16.7% due to Trade payables -40.2 -43.8 8.9% 1 the reduction in ﬁnance leases. Trade working Non-current assets 51.1 34.7 -32.0% capital TO OUR Tooling net 67.3 74.8 11.2% Net ﬁnancial debt Non-current assets decreased from €270.2 million as SHAREHOLDERS Contract assets 14.9 14.3 -4.6% of 31 March 2024 by -10.5% to €241.9 million as of 31 2 Total working March 2025. This movement resulted primarily from 133.3 123.8 -7.1% in € million 31 Mar 24 31 Mar 25 % change capital a decline in property, plant and equipment of €‑22.5 Liabilities to million or -11.6%, which was attributable to deprecia- 249.9 250.3 0.2% banks NON-FINANCIAL tion and lower investments, followed by a decrease in Total working capital amounted to €123.8 million as REPORT Lease liabilities 56.5 48.1 -15.0% deferred tax assets (€-5.3 million). of 31 March 2025, down -7.1% compared to 31 March Gross ﬁnancial 3 2024. The decrease can be explained by all items of 306.4 298.3 -2.6% debt the trade working capital (€‑16.4 million y/y) develop- Cash and cash Current assets ing unfavourably with the main effect coming from -141.5 -150.1 6.1% equivalents GROUP lower trade receivables and, contrarily, an offsetting MANAGEMENT Net ﬁnancial debt 164.9 148.2 -10.1% Current assets decreased to €326.2 million compared effect in tooling net. The most signiﬁcant changes in REPORT to the previous balance sheet date (31 March 2024: tooling net were related to a decrease in the tooling- 4 €331.9 million), down €-5.7 million or -1.7%. This change related deferred income position of €7.9 million due to As of 31 March 2025, gross ﬁnancial debt amounted was mainly driven by lower other current assets (€-4.3 project closures and the switch to series production to €298.3 million and therefore recorded a decrease of million) resulting from a decrease in contract assets, as well as a rise in tooling inventories of €1.3 million. €-8.1 million, fully attributable to the decline in lease CONSOLIDATED lower inventories (€-4.2 million) and trade receivables Consequently, total working capital in % of LTM revenue liabilities. Cash and cash equivalents increased by €8.6 FINANCIAL (€-4.2 million). The increased cash position had an increased by 1.9 percentage points to 22.9% (31 March million compared to the previous ﬁnancial year. Both STATEMENTS offsetting effect of €8.6 million. Through non-recourse 2024: 21.0%). effects are accountable for the decrease in the net 5 factoring, Novem sold €41.2 million trade receivables ﬁnancial debt position in the amount of €‑16.6 million. as of 31 March 2025, falling below the volume of €44.3 Equity million as of 31 March 2024 by €-3.1 million. ANNUAL ACCOUNTS The equity position at €93.9 million showed a slight 6 improvement compared to the end of the last ﬁnancial year 2023/24 (€89.9 million) due to the proﬁt generated in the last ﬁnancial year 2024/25. Currency translation ADDITIONAL differences to Euro decreased by -95.2% to 0.4 million. INFORMATION NOVEM ANNUAL REPORT 2024/25 44 CONTENTS Net leverage in € million 31 Mar 24 31 Mar 25 Net ﬁnancial debt 164.9 148.2 LTM Adj. EBITDA 102.0 81.0 Net leverage ratio 1.6x 1.8x 1 The net leverage ratio is deﬁned as net ﬁnancial debt divided by Adj. EBITDA for the last 12 months. The TO OUR ratio increased from 1.6x Adj. EBITDA at the end of SHAREHOLDERS the ﬁnancial year 2023/24 to 1.8x Adj. EBITDA as of 2 31 March 2025 due to the signiﬁcant decrease in LTM Adj. EBITDA. NON-FINANCIAL REPORT Current liabilities 3 Current liabilities amounted to €148.2 million on the reporting date of 31 March 2025, a decrease of -15.6% GROUP or €-27.3 million compared to the previous balance MANAGEMENT sheet date (31 March 2024: €175.5 million). The decline REPORT was mainly attributable to lower other liabilities of 4 €-14.5 million or -17.6% due to tooling project closures resulting in revenue recognition of received advanced payments, followed by a lower other provision position CONSOLIDATED of €-9.7 million and lower tax liabilities of €-6.5 million. FINANCIAL The development was counterbalanced by an increase STATEMENTS in trade payables of €3.6 million to €49.1 million as of 5 31 March 2025. ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 45 CASH FLOWS CONTENTS in € million FY 2023/24 FY 2024/25 Change % change Cash ﬂow from operating activities 63.8 41.3 -22.4 -35.2% Cash ﬂow from investing activities -10.0 -12.8 -2.8 28.3% Cash ﬂow from ﬁnancing activities -77.8 -18.7 59.1 -76.0% Net increase (+)/decrease (-) in cash and cash equivalents -24.0 9.8 33.8 <-100.0% Effect of exchange rate ﬂuctuations on cash and cash equivalents 0.0 -1.2 -1.3 <-100.0% 1 Cash and cash equivalents at the beginning of the reporting period 165.5 141.5 -24.0 -14.5% Cash and cash equivalents at the end of the reporting period 141.5 150.1 8.6 6.1% TO OUR SHAREHOLDERS 2 Cash ﬂow from operating activities Cash ﬂow from ﬁnancing activities Cash ﬂow from operating activities declined by €‑22.4 Cash out‑ﬂow for ﬁnancing activities showed the larg- NON-FINANCIAL million from €63.8 million in the ﬁnancial year 2023/24 est deviation and decreased by €59.1 million to €-18.7 REPORT to €41.3 million in the ﬁnancial year 2024/25. The devel- million in the ﬁnancial year 2024/25 (PY: €‑77.8 million). 3 opment is mainly explained by a decrease in proﬁt of This deviation was primarily due to the suspension of €-23.6 million and a reduced decrease in inventories the dividend payment for the ﬁnancial year 2023/24 fol- of €-14.5 million compared to the last year. This was lowing the Annual General Meeting on 22 August 2024. GROUP offset by a lower cash out‑ﬂow for trade payables of The change in cash paid for lease liabilities stemmed MANAGEMENT €13.9 million. from an adverse effect of a cash-effective reduction of REPORT €-7.7 million and an opposing currency effect of €5.7 4 million. Cash ﬂow from investing activities CONSOLIDATED Cash out‑ﬂow for investing activities reached €‑12.8 FINANCIAL million in the ﬁnancial year 2024/25 (PY: €‑10.0 million). STATEMENTS The development can be mainly explained by greater 5 cash paid for investments in property, plant and equip- ment in the amount of €-1.8 million and lower interest received of €-1.2 million. ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 46 SEGMENT REPORTING CONTENTS Europe Americas Asia External revenue in Europe declined by -28.2% or €-81.1 External revenue in Americas rose from €271.9 million External revenue in Asia decreased from €76.6 million million from €287.0 million in the ﬁnancial year 2023/24 in the ﬁnancial year 2023/24 to €280.8 million in the in the ﬁnancial year 2023/24 to €54.8 million in the to €206.0 million in the ﬁnancial year 2024/25. same period of 2024/25 and exceeded prior year by ﬁnancial year 2024/25, representing a decline of ‑28.5% 3.3% or €8.8 million. The effect of currency translation or €-21.8 million compared to prior year. The impact of Europe equalled 38.0% of total revenue in the ﬁnancial amounted to €-0.9 million. currency translation was €0.3 million. 1 year 2024/25 (PY: 45.2%). In ﬁnancial year 2024/25, Americas accounted for Asia contributed 10.1% to total revenue in the ﬁnancial Loss‑making Adj. EBIT in Europe in ﬁnancial year 51.9% of total revenue (PY: 42.8%). year 2024/25 (PY: 12.0%). TO OUR 2024/25 came in at €‑10.3 million, representing a sig- SHAREHOLDERS niﬁcant decline of €‑16.1 million (PY: €5.8 million). As a Adj. EBIT in Americas amounted to €57.2 million in Adj. EBIT generated in Asia reached €1.9 million in 2 result, the Adj. EBIT margin also decreased from 1.8% the current ﬁscal year 2024/25, which shows a slight the ﬁnancial year 2024/25 and was thus ‑72.6% lower in prior year to -4.1%. increase of 1.9% (PY: €56.2 million). The Adj. EBIT mar- compared to the same reporting period last year (PY: gin decreased from 16.6% last year to 15.7%. €7.1 million). Adj. EBIT margin fell from 7.7% last year NON-FINANCIAL The region Europe was heavily impacted by the drop to 2.7%. REPORT in revenue. This resulted in ineﬃciencies and an Contrary to the other two regions, Americas outper- 3 unfavourable cost coverage due to poor utilisation of formed prior year. This positive development was built The decline in Asia primarily resulted from the reduced operations. Additionally, bottom line suffered from a on buoyant revenue from SUV platforms as well as top line in Series business caused by the phase-out of negative product mix. Conversely, customer compen- the release of accruals and continued improved input larger platforms as well as the slow ramp-up of new GROUP sation payments and the release of accruals mitigated costs. Chinese programs. MANAGEMENT the negative effects. REPORT 4 in € million FY 2023/24 FY 2024/25 % change in € million FY 2023/24 FY 2024/25 % change in € million FY 2023/24 FY 2024/25 % change CONSOLIDATED External revenue 287.0 206.0 -28.2% External revenue 271.9 280.8 3.3% External revenue 76.6 54.8 -28.5% FINANCIAL STATEMENTS Revenue between Revenue between Revenue between 44.4 42.0 -5.5% 66.5 84.6 27.2% 15.6 17.0 8.6% segments segments segments 5 Total revenue 331.5 247.9 -25.2% Total revenue 338.4 365.3 8.0% Total revenue 92.2 71.7 -22.2% Adj. EBIT 5.8 -10.3 <-100.0% Adj. EBIT 56.2 57.2 1.9% Adj. EBIT 7.1 1.9 -72.6% ANNUAL Adj. EBIT margin 1.8% -4.1% Adj. EBIT margin 16.6% 15.7% Adj. EBIT margin 7.7% 2.7% ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 47 STAND-ALONE RESULTS OF OPERATIONS AND FINANCIAL POSITION OF NOVEM GROUP S.A. CONTENTS Financial position In accordance with the provisions of article 1720‑1 (3) of the Law of 10 August 1915 in relation to commercial companies, the Company opted to present one annual Total assets and total capital, reserves and liabilities report including the group management report and the amounted to €926.7 million each (31 March 2024: 1 management report on the annual accounts as one €928.6 million). annual report only. For the annual accounts of Novem Group S.A., please refer to chapter Annual accounts. Fixed assets essentially comprised shares in aﬃliated TO OUR undertakings, which remained unchanged at €674.2 SHAREHOLDERS The Company does not have any branches. million (31 March 2024: €674.2 million) and a share- 2 holder loan with a principal amount of €250.0 million (31 March 2024: €250.0 million). Results of operations NON-FINANCIAL Current assets amounted to €1.2 million (31 March REPORT The Company’s other income amounted to €2.3 mil- 2024: €2.3 million) and consisted of receivables from 3 lion (PY: €2.6 million) and resulted predominantly from the service agreement, receivables from the tax author- services provided to other Novem Group entities based ities, receivables from cash pooling and the Company’s on the service agreement. cash position. GROUP MANAGEMENT The external charges of €‑1.7 million (PY: €‑1.1 million) The Company’s capital and reserves slightly increased REPORT included mainly advisory, insurance and audit fees and to €674.5 million (31 March 2024: €673.7 million). 4 a minor amount of legal fees. The amounts owed to credit institutions carried €250.1 The income from participating interests amounted to million (31 March 2024: €250.2 million). In the course CONSOLIDATED €0 (PY: €40.0 million). The income from participating of the private placement and stock exchange listing FINANCIAL interests in prior ﬁnancial year derived from the divi- in ﬁnancial year 2021/22, Novem Group S.A. entered STATEMENTS dend distribution. into a facilities agreement comprising a term loan 5 with a principal amount of €250.0 million and an The interest income of €15.6 million (PY: €15.8 mil- undrawn revolving credit facility of €60.0 million. As lion) stemmed from an intercompany loan to another part of the replacement of the former bond of Novem ANNUAL Novem Group entity. The total interest expenses of Group GmbH, the principal amount was transferred ACCOUNTS €‑13.5 million (PY: €‑13.3 million) occurred from inter - with the incorporation of a shareholder loan from 6 est expenses and fees to banks in loan-related terms. Novem Group S.A. to Novem Group GmbH. The proﬁt for the ﬁnancial year 2024/25 amounted to ADDITIONAL €0.7 million (PY: €41.4 million). INFORMATION NOVEM ANNUAL REPORT 2024/25 48 RISKS AND OPPORTUNITIES CONTENTS Risk and opportunity management The effectiveness and eﬃciency of the system are con- followed at all times or effectively detect and prevent tinuously adapted to new circumstances to provide a violations of the applicable laws by one or more of Within its global footprint, Novem is exposed to dynamic holistic picture of the situation at all times. the employees, consultants, agents or partners. As a conditions and thus faces several opportunities and result, Novem could be subject to penalties and mate- risks. These include political and sector‑speciﬁc risks, rial adverse consequences on the business, ﬁnancial Legal risks the risk of ensuring appropriate liquidity, currency risks, condition or results of operations if the Group failed to ﬁnancial risks, business process risks, research and prevent any such violations. 1 development risks, litigation risks, loss of know-how The Group’s companies are and could become involved and IT risks. Realising any of these risks could have in legal, administrative and arbitration proceedings. Members of governing bodies, employees, author- a material and adverse effect on business, ﬁnancial These proceedings or potential proceedings could ised representatives or agents may intentionally or TO OUR condition and results of operations. Sustainable suc- involve, in particular in the United States, substantial unintentionally violate applicable laws and internal SHAREHOLDERS cess is ensured through active risk management and claims for damages or other payments. Based on a standards and procedures, in particular in relation to 2 the ability to correctly anticipate market trends and judgment or a settlement agreement, Novem could anti-corruption, money-laundering, anti-trust and sanc- developments. Operational management is respon- be obligated to pay substantial damages. The litiga- tions compliance, as well as compliance with laws sible for identifying and exploiting opportunities. The tion costs and those of third parties could also be and regulations regarding sales practices, products NON-FINANCIAL aim is to identify opportunities in a timely manner and signiﬁcant. and services, environment, ﬁnance, employment and REPORT to take appropriate measures to utilise them. Novem general corporate and criminal law. However, there can 3 states in its long-term strategy the high relevance of Doing business on a worldwide basis requires Novem be no certainty that the internal controls, procedures, identifying risks and opportunities arising from opera- to comply with the laws and regulations of various compliance systems and risk management systems tions at an early stage, assessing them appropriately jurisdictions. The international operations are subject will be able to identify such violations, ensure that GROUP and mitigating them by speciﬁc measures. Compliance to applicable anti-corruption laws and regulations and they are reported in a timely manner, evaluate them MANAGEMENT with economic, social and environmental standards is economic sanctions programs. Such programs may correctly or take the appropriate countermeasures and REPORT deeply rooted in the corporate philosophy. The Man- restrict business dealings with certain sanctioned that they will be adequate for an enterprise of Novem’s 4 agement Board makes use of various tools and control countries. As a result of doing business in foreign scale and complexity. systems to prevent and, in case of the occurrence of an countries, Novem is exposed to a risk of violating anti- event, minimise the impact on the Group. Amongst the corruption laws and sanctions regulations applicable There can further be no certainty that any countermeas- CONSOLIDATED key components are continuous and detailed internal in those countries where Novem, its partners or agents ures Novem implements will be appropriate to reduce FINANCIAL reporting, internal audits and controlling processes operate. Worldwide operations increase the risk of vio- the corresponding business risks effectively, that STATEMENTS as a focus of risk management, which aim to identify lations of anti-corruption laws or similar laws. Some breaches of law, regulations or internal controls have 5 risks to assets, income or liquidity as early as possible of the countries in which Novem operates still lack a not occurred in the past or that their discovery would and to take appropriate and effective steps to man- developed legal system with high standards regarding not result in signiﬁcant liability or reputational dam- age risks and seize opportunities. By monitoring the anti-corruption and similar laws and are perceived to age for the Group. Moreover, in light of continuously ANNUAL market and all stakeholders, continuous optimisation have high levels of corruption. evolving legal and regulatory requirements and internal ACCOUNTS and adaptation to current challenges are guaranteed. developments such as corporate reorganisations, there 6 Novem’s business opportunities and risks are recorded, While there are policies and procedures in place that can be no certainty that the risk management systems, analysed and evaluated through active multi-tiered are designed to promote compliance with applicable internal controls and compliance systems and related planning, as well as information and control processes. anti-corruption laws and sanctions, there can be no governance structures will adequately identify and ADDITIONAL assurance that the policies and procedures will be address all relevant requirements. INFORMATION NOVEM ANNUAL REPORT 2024/25 49 CONTENTS Financial risks Novem has to comply with different regulatory regimes Even if Novem enters into certain further hedging across the world that change frequently and are con- arrangements in the future, there can be no assurance tinuously evolving and becoming more stringent, in Novem operates worldwide and is therefore exposed that hedging will be available on commercially reason- particular with respect to environmental regulations, to ﬁnancial risks arising from exchange rate changes. able terms. In addition, if the Group were to use any chemicals and hazardous materials, as well as health The primary exposure is to the Euro to US Dollar, US hedging transactions in the future in the form of deriva- and safety regulations. This also applies to air, water Dollar to Mexican Peso and Euro to Czech Koruna tive ﬁnancial instruments, such transactions may result and soil pollution regulations and to waste legislation exchange rates. Currency exchange ﬂuctuations could in mark-to-market losses. 1 and regulation, all of which have recently become more cause losses if assets denominated in currencies with stringent through new laws. a falling exchange rate lose value, while at the same Liquidity and credit risks time liabilities denominated in currencies with a ris- TO OUR Moreover, Novem globally faces increasing require- ing exchange rate appreciate. In addition, ﬂuctuations SHAREHOLDERS ments regarding matters of corporate responsibility in foreign exchange rates could increase or reduce Working capital requirements can vary, depending 2 management, transparency and reporting obligations, ﬂuctuations in the prices of materials since Novem in part on the level, variability and timing of custom- not only with respect to expectations from internal purchases some of the raw materials with foreign ers’ vehicle production, the number of new platform stakeholders, customers, investors and the general currencies. As a result of these factors, ﬂuctuations in launches and the payment terms with customers and NON-FINANCIAL public but also concerning legal requirements. exchange rates and, in particular, a signiﬁcant apprecia- suppliers. Liquidity could also be adversely impacted REPORT tion of the Euro against other major currencies could if suppliers were to suspend normal trade credit terms 3 In addition, for the manufacturing facilities and opera- affect the results of operations. and require payment in advance or on delivery. If the tions, Novem requires various permits and has to available cash ﬂows from operating activities are not comply with the requirements speciﬁed therein. In the External and internal transactions involving the deliv- suﬃcient to fund ongoing cash needs, Novem would GROUP past, adjusting to new requirements has necessitated ery of products and services to and/or by third parties be required to look to cash balances and availability MANAGEMENT signiﬁcant investments, and the Group assumes that result in cash in‑ﬂows and out‑ﬂows, denominated in for borrowings, including under the senior facilities REPORT further signiﬁcant investments in this regard will be currencies other than the Euro or the functional cur- agreement dated 18 June 2021, to satisfy those needs. 4 required in the future. rency of the respective subsidiary dealing with such There can be no assurance that Novem, its suppliers cash ﬂow. To the extent that cash out‑ﬂows are not or customers will continue to have access to these or The vehicle approval process (homologation) and the offset by cash in‑ﬂows resulting from operational other sources of liquidity. This may increase the risk CONSOLIDATED implementation of increasingly stringent emission and business in such currency, the remaining net foreign that the Group cannot produce products or will have FINANCIAL consumption regulations are becoming increasingly currency exposure is not neutralised. to pay higher input prices, which may not be recovered STATEMENTS complex and time-consuming and may vary by country. in selling prices. 5 While the Group hedges a portion of the exposure to Furthermore, any additional requirements restricting the exchange rate of the Euro to the US Dollar, US Dollar Novem’s suppliers typically seek to obtain credit insur- or limiting car traﬃc with an aim at reducing green- to Mexican Peso and Euro to Czech Koruna, Novem ance for deliveries of raw materials and components ANNUAL house gas or other emissions could lead to a mate- currently does not hedge all foreign exchange risks. to Novem. If, for any reason, the suppliers were not ACCOUNTS rial decrease in car sales and consequently adversely In addition, a number of the consolidated companies able to obtain such credit insurance, or not at com- 6 affect demand for the Group’s products and services. report in currencies other than the Euro, which requires mercial terms, they may not be able to offer the same Novem to convert the respective ﬁnancial information payment terms that the Group has historically received, into Euro when preparing the consolidated ﬁnancial which could signiﬁcantly increase working capital ADDITIONAL statements. requirements. INFORMATION NOVEM ANNUAL REPORT 2024/25 50 CONTENTS Financial market opportunities Any signiﬁcant change in the needs for or the availabil- Novem could accrue unanticipated tax expenses in ity of working capital ﬁnancing or credit insurance may relation to previous tax assessment periods which have a material adverse effect on liquidity. To strengthen Favourable developments in interest rates and have not yet been subject to a tax audit or are currently the working capital structure, Novem practices a silent exchange rates can have a positive impact on Novem’s subject to a tax audit. It cannot be ruled out that ongo- and non-recourse factoring programme with a limit of ﬁnancial result and earnings. The Group constantly ing and/or future tax audits may lead to an additional €65 million. In case of liquidity shortages, Novem pos- monitors the ﬁnancial markets in order to identify tax expense and/or payment, which may be accompa- sesses further facilities of €77.8 million. Thereof €12.8 potential impacts in a timely manner and to determine nied by potential double taxation, penalties or interest 1 million are linked to an unused uncommitted credit line any need for action. on tax payments and may, therefore, negatively impact for Novem Car Interiors (China) Co., Ltd. Novem’s ﬁnancial performance, ﬁnancial position and cash ﬂow. TO OUR Tax risks As the term loan of €250.0 million matures in July 2026, SHAREHOLDERS negotiations for a renewal of the current ﬁnancing will Tax risks are identiﬁed, regularly monitored and 2 commence in mid-2025 to mitigate the risk of a poten- Novem is subject to taxation in, and to the tax laws and assessed by the Tax department and necessary meas- tial funding gap. regulations of, multiple jurisdictions as a result of the ures are taken. international scope of the operations and corporate and NON-FINANCIAL ﬁnancing structure. Thus, the effective tax rate varies REPORT Interest rate risks Customs risks and opportunities in each jurisdiction where Novem conducts business. 3 Changes in the mix of earnings between jurisdictions Novem faces moderate interest rate risks, which mainly with lower tax rates and those with higher tax rates The sales volume of Novem’s products and services derive from obligations based on reference interest could have a material adverse effect on proﬁtability, depends upon the general global economic situation. GROUP rates. Such variable interests affect the factoring pro- similar to a rise in tax rates in individual jurisdictions. Particular risks to the economic environment, inter- MANAGEMENT gramme as well as the senior facility agreement. The national trade and demand for the Group’s products REPORT two decisive reference interest rates are the 3-month In addition, the tax authorities in any applicable juris- may arise from growing protectionist sentiment in key 4 Euribor relating to factoring fees for EUR-receivables diction may disagree with the positions Novem has markets and the introduction of further tariff and non- and interest expenses for the senior facility agree- taken or intends to take regarding the tax treatment tariff barriers or similar measures due to increasing ment and the SOFR, which represents the base rate or characterisation of any transactions, including the protectionist tendencies. CONSOLIDATED for factoring fees resulting from USD-receivables. The tax treatment or characterisation of indebtedness FINANCIAL continued interest rate decrease by the European Cen- or the deduction of interest expenses. Some Novem International trade in raw materials and ﬁnished parts STATEMENTS tral Bank in 2024 led to a material decrease in ﬁnancial subsidiaries have loss carryforwards and/or interest will become more complex with regard to foreign policy 5 expenses arising from the senior facility agreement. carryforwards as a result of applying the statutory developments. It is also not yet possible to predict what Nevertheless, a further 10% increase in both refer- interest ceiling rules that limit the deduction of net steps the United States will take in economic and trade ence rates from today would have no material impact interest expenses for tax purposes. The absence of tax- agreements, how other countries will react and whether ANNUAL regarding the senior facility agreement and the factor- able proﬁts or relevant interest expenses could limit the this will lead to trade conﬂicts. It is to be feared that ACCOUNTS ing programme. beneﬁt of such carryforwards. The Group could also customs duties will potentially increase. 6 fail, whether inadvertently or through reasons beyond The interest rate risk regarding pension obligations its control, to comply with tax laws and regulations, Natural disasters, climate-related extreme weather is also moderate as their share of total assets is less which could result in unfavourable tax treatment. events, global pandemics and disruptions to the energy ADDITIONAL than 5%. supply can lead to problems such as a shortage of INFORMATION NOVEM ANNUAL REPORT 2024/25 51 CONTENTS cargo space, extreme delays and ﬂuctuations in deliv- Despite various trade barriers and unpredictable events, market trends and should fail to enhance existing prod- ery times and customs clearance, among others. This such as the Russia-Ukraine war, the implementation of ucts, develop new products or keep pace with evolv- poses the risk of price increases, the normalisation of new free trade agreements between the EU and other ing market trends or technology, growth opportunities which can be unpredictable. The EU announced a series third countries (such as Canada, Japan, Vietnam and could be lost or the Group could lose the chance to win of potential measures relating to international trade Singapore in the past years) and efforts to build new new platforms from existing customers. Furthermore, and the automotive industry. EUDR (EU Deforestation trade relations could reduce existing tariff barriers as suppose Novem devotes resources to the pursuit of Regulation) and CBAM (Carbon Border Adjustment well as non-tariff measures. Novem counters these new technologies and products that fail to be accepted 1 Mechanism) are only two of these actions that should risks by constantly monitoring the markets, focus- in the marketplace or that fail to achieve high process lead to a more sustainable, green and fair supply chain. ing on the less affected market segments as well as robustness, all or part of these engineering and devel- As a result, rising prices and higher duties not only for adapting global supply chains to changing customs opment expenses may be lost. TO OUR transportation but also for gas and other purchased and foreign trade conditions. SHAREHOLDERS materials can negatively affect overall market demand A trend to highly integrated products on the OEM side, 2 and therefore Novem’s results of operations. including mechanical and electronic components, can Research and development risks and lead to a trend where only full system suppliers will be opportunities In addition, the increase in regional or international Tier‑1 suppliers. Novem’s business requires a high level NON-FINANCIAL trade barriers, including anti-dumping tariffs and the of technical expertise in product design, development REPORT withdrawal of countries from bilateral and multilateral Future success depends on the ability to anticipate and manufacturing. Novem invests in technology, new 3 trade agreements could have a negative impact on market trends as well as technological changes and materials and innovation, which the Group believes will the global economic environment and can thus lead to develop and bring new and improved products to the be critical to long‑term growth. Furthermore, it needs to to lower demand for the Group’s products. The automo- market in a timely manner. The automotive market, in continually adapt its expertise in response to techno- GROUP tive industry supply chain has developed over decades particular, is characterised by progressive development logical innovations, industry standards and customer MANAGEMENT and relies on existing trade arrangements to provide towards more driver and passenger comfort features, requirements or preferences. REPORT for cross-border supplies of raw materials, automotive digital user experience and assistance systems. 4 parts and other components. The ability to anticipate changes in technology and There can be no assurance that Novem will be suc- market trends and to successfully develop and intro- Extreme risks from acts of war can no longer be ruled cessful in developing new products or systems or in duce new and enhanced products or manufacturing CONSOLIDATED out in the future and may also inﬂuence Novem’s bringing them to market in a timely manner or at all. processes on a timely basis will be a signiﬁcant factor FINANCIAL further development. This could lead to a tightening Further, it cannot be guaranteed that products or tech- in the ability to remain competitive. New technologies, STATEMENTS of export controls, political and economic sanctions nologies developed by others will not render offerings materials or changes in industry and customer require- 5 against countries as well as entities and massive bar- obsolete or non-competitive or that customers will not ments may render one or more of the current offerings riers to importing and exporting goods. Also, the supply substitute the Group’s products with competing prod- obsolete, excessively costly or otherwise unmarket- of strategic raw materials could be restricted and thus ucts. Additionally, there is no certainty that the market able. Another factor that poses challenges is the trend ANNUAL become more expensive. The termination of existing will accept Novem’s innovations, that competitors will towards reduced development times. Especially EV ACCOUNTS trade agreements could signiﬁcantly disrupt supply not be able to produce non-patented products more companies and Asian OEMs reduce the time to market 6 chains and lead to immediate shortages of crucial inexpensively from other sources or that the Group for innovations. Therefore, the maturity level of offer- parts and components needed to manufacture cars will be able to adjust its cost structure in the event of ings must increase signiﬁcantly. If there is a shift away and other vehicles. contraction of demand. Should Novem fail to develop from the use of materials or technologies in which ADDITIONAL appropriate strategies as a response to these or other Novem invests, the costs may not be fully recovered, INFORMATION NOVEM ANNUAL REPORT 2024/25 52 CONTENTS including, for example, the costs and expenses incurred design, engineering capability and service. They face The ﬁnancial condition of customers is affected by in connection with the development of or investment in signiﬁcant competition in all regions within each major the sales of their vehicles, which may be impacted by such material or technology. Novem may be placed at product category. several factors, including general economic conditions. a competitive disadvantage if other materials or tech- In particular, purchases of the customers’ products nologies emerge as industry-leading. One important Some of Novem’s competitors, in particular in the may be limited by their customers’ inability to obtain future challenge is sustainability, where OEMs already Asian market, have in the past engaged, and may in adequate ﬁnancing for such purchases or by decreas- demand a high degree of recycled raw materials and a the future continue to engage, in highly competitive ing customer demand for light vehicles in general. 1 precise action plan towards CO2-neutrality. The focus strategies, such as predatory pricing or mergers and on sustainability is seen as essential for the long-term acquisitions, to gain market share. While Novem cur- The Group may not fully or accurately assess the cred- success of the Group. rently holds a strong market position in the market for itworthiness of customers. In particular, the ﬁnancial TO OUR premium decorative interior trim elements, if consoli- condition of and demand for Novem’s products from SHAREHOLDERS Additionally, private users increasingly use modes of dation continues in the automotive components sector, OEM customers have been and continue to be affected 2 transportation other than the private automobile, espe- the Group may ﬁnd itself competing against growing by the consequences of the current low BEV demands cially in connection with growing urbanisation and car competitors who beneﬁt from increased economies of and the Russia-Ukraine war. Recent political develop- sharing. An increased use of car sharing concepts scale or are part of large integrated groups and who ments in North America are affecting the trade land- NON-FINANCIAL and new city-based car rental schemes could reduce may possess greater ﬁnancial and other resources scape, posing considerable risks of rising tariffs and REPORT dependency on private automobiles and demand for or a broader global footprint. Such competitors may potentially leading to heightened economic tensions. 3 customised premium vehicles. On the other hand, the also be less margin-sensitive than Novem and attempt Signiﬁcantly lower global production levels, tightened trend towards shared mobility can lead to a need for to increase their market share through pricing below liquidity and increased cost of capital have in the past more premium interiors as a differentiation method for cost. However, in times of market downturn as led to ﬁnancial distress amongst many OEMs and other GROUP mobility providers. recently observed, these circumstances may present customers as well as suppliers in the automotive indus- MANAGEMENT an opportunity as Novem might be able to capitalise try and could have a similar impact in the future. REPORT Premium surfaces are expected to be a signiﬁcant on shifts in the competitive landscape from players 4 added value not only in the automotive industry but who previously pursued such aggressive pricing strat- Although Novem supplies products to almost all lead- also in others. They are seen as a way to differentiate egies during more favourable market conditions. In ing premium OEMs, the Group depends on certain large products in a competitive market and attract discern- addition, suppliers that do not currently compete with customers for a signiﬁcant proportion of revenue. In CONSOLIDATED ing consumers who value quality and craftsmanship. Novem could expand their product portfolios to include the ﬁnancial year 2024/25, the three largest customers FINANCIAL In the overall area of mobility, high‑quality materials products that are in direct competition. Changes in the represented approximately 63% of revenue. The loss STATEMENTS can elevate the aesthetic appeal and convey a feeling product focus of larger suppliers could also result in of all or a substantial portion of the revenue from any 5 of luxury and sophistication, opening up opportunities such suppliers establishing relationships with custom- large-volume customers could have a material adverse beyond the automotive sector for Novem to explore. ers that reduce or entirely replace Novem’s business impact on Novem’s business, ﬁnancial condition and with those customers. Given the Group’s strong market results of operations. This risk could also materialise ANNUAL position, OEMs have in the past awarded and may in if the content per vehicle awarded to Novem were to ACCOUNTS Customer and market risks and the future award certain platforms to competitors to decrease or if a lower amount of content per vehicle 6 opportunities diversify their supplier portfolio, which has resulted than expected is awarded. While Novem has gener- or may result in the loss of nominations in the future ally beneﬁted from increasing content per vehicle in Novem’s products are highly competitive in terms of and which may limit the potential for future growth of the past, there have also been platforms that have ADDITIONAL price, quality, delivery performance, innovation, product Novem’s market share. decreased content per vehicle. INFORMATION NOVEM ANNUAL REPORT 2024/25 53 CONTENTS In addition, the market for premium vehicles is signiﬁ- products have reached a stable price level again. In to strategically secure the Group’s requirements. The cantly consolidated with a limited number of premium addition, Novem uses large amounts of energy in the lack of even a small single subcomponent or raw mate- OEMs primarily based in Europe. The amount of busi- manufacturing process, the price of which is also sub- rial necessary to manufacture one of the products, for ness with Asia-based OEMs generally lags that of the ject to signiﬁcant volatility. Such volatility in the prices whatever reason, could force Novem to cease produc- largest customers in Europe, partly due to the existing of these commodities could increase the costs of tion, possibly for a prolonged period. Similarly, a poten- relationships between these Asian OEMs and their manufacturing products. In addition, supply shortages tial quality issue could force Novem to halt deliveries preferred suppliers. or delays in the delivery of raw materials, components while validating the products. Even where products are 1 or energy can also result in increased manufacturing ready to be shipped or have been shipped, delays may Market‑speciﬁc opportunities primarily relate to con- costs. Novem does not actively hedge against the risk arise before they reach the customer. If Novem ceases sumer spending trends concerning the automotive of rising prices of raw materials or energy. Contracts timely deliveries, the Group has to absorb its own costs TO OUR industry. The trend for interior design is to view the car with customers do not include pass-through mecha- for identifying and solving the cause of the problem, as SHAREHOLDERS more as a wellness oasis on wheels. Interior design nisms regarding inﬂationary price increases on raw well as expeditiously producing and shipping replace- 2 and details set standards and decisively inﬂuence materials or energy prices and if Novem is not able to ment products. consumer behaviour. Novem’s objective is to stabilise compensate for such price increases or undertake cost- and maintain its attained growth and to generate future saving measures elsewhere in operations, they could If Novem is unable to deliver products to the custom- NON-FINANCIAL proﬁtable growth. Management pays close attention have a material adverse impact on the ﬁnancial results. ers on time, the customers may be forced to cease REPORT to how the automotive and other interesting markets production and may seek to recoup losses, which could 3 respond to developments in consumer conﬁdence. be signiﬁcant. Thus, any supply chain disruption could Logistics risks The Group’s product and service range put Novem in cause the complete shutdown of an assembly line of a good position to beneﬁt from expected future trends. one of Novem’s customers, which could expose the GROUP Leveraging this, Novem may explore opportunities Complex supply and delivery chains make logistics Group to material compensation claims. MANAGEMENT to diversify its business base, with the possibility of processes in Novem’s industry very vulnerable to dis- REPORT expanding into the mobility sector. Its global presence ruptions. Conﬂicts complicate and delay this exchange In addition, the Group faces the risk of lower order vol- 4 allows it to shift activities in markets in order to realise of goods. umes from customers due to geopolitical unrest and its cost-cutting potential and further enhance its prox- customs barriers, which are leading to lower produc- imity to the customer. In general, supply chain disruptions may result from tion volumes and temporary production suspensions CONSOLIDATED many reasons, including closures of supplier facili- at many original equipment manufacturers, including FINANCIAL ties or critical manufacturing facilities due to strikes, some of Novem’s customers. STATEMENTS Material and supplier risks mechanical breakdowns, electrical outages, ﬁre and 5 explosions, as well as logistical complications resulting Personnel risks and opportunities Prices of certain raw materials and the energy the from weather or other natural disasters, mechanical Group relies on are linked to commodity markets and failures, border controls, health checks and delayed ANNUAL thus subject to ﬂuctuation. The primary raw materials customs processing or due to limitation of travel in Novem’s success depends on attracting and retaining ACCOUNTS and components used in the products are chrome and logistics caused by a pandemic. managing directors, executive oﬃcers, senior man- 6 plastic parts, wood, aluminium, granulates, glue and agement, key employees and other skilled personnel synthetic materials. The prices of such raw materials In recent years, Novem has expanded its supplier and potentials. The loss of such key employees could have ﬂuctuated signiﬁcantly in recent years. How- base to include new suppliers in local markets, par- have a material adverse effect on the Group’s market ADDITIONAL ever, most of the materials and components used in ticularly in the USA, Mexico, Canada and Asia, in order position. Due to intense competition within the industry, INFORMATION NOVEM ANNUAL REPORT 2024/25 54 CONTENTS there is a risk of losing qualiﬁed employees to com- several years, the Group’s industry and the industries speciﬁc development aspirations of individual needs. petitors or being unable to ﬁnd a suﬃcient number of in which Novem’s customers operate have experienced Alongside the annual employee appraisal interviews, appropriate new employees. Considerable expertise strikes, lockouts or refusals to work. Although in the regular feedback talks and development discussions could be lost or access thereto gained by competitors. recent past the Group has not experienced, and at are held at Novem. As part of their discussions, supervi- present is not experiencing any major labour disputes, sors and their employees identify the necessary areas There is no assurance that the Group will be success- the relationships with employees and unions at various for action and therefore create individually tailored ful in retaining its executives and employees in key locations could deteriorate in the future, and the Group programmes. 1 positions or in attracting new employees with cor- could experience strikes, further unionisation efforts or responding qualiﬁcations. Although Novem tries to other types of conﬂicts with labour unions or employ- Novem believes that the responsibility for independ- retain qualiﬁed executives and key employees through ees. Refusals to work or work downtime experienced ent career development is with individual employees. TO OUR a trustful, individualised leadership relationship, open- by customers or other suppliers could result in delays, Supervisors and Human Resources see themselves SHAREHOLDERS minded, diverse and fault-tolerant culture as well as decreased productivity or closures of assembly facilities as facilitators by making instruments, training courses 2 performance-based remuneration systems, there is where the Group’s products are needed for assembly. and feedback talks available. These include, amongst a risk that any such individuals will leave the Group, others, development meetings that enable Novem to including as a result of collective bargaining on terms The labour market has also changed. It is becoming identify employees’ career aspirations and agree on a NON-FINANCIAL that may be considered below market standard by increasingly challenging to ﬁnd the employees needed plan of action. Through continuous learning, the Group REPORT employees. to ﬁll vacancies. prepares its employees for future challenges. Thinking 3 ahead and strengthening the development of individu- The manufacture of many of the Group’s products Increasing labour costs due to inﬂation in many coun- als is a key strategy for Novem to shape future talents. requires signiﬁcant technical skills and expertise. The tries where the Group operates, such as China, the GROUP success of the operations and growth strategy will Czech Republic, Mexico or Slovenia, may erode the MANAGEMENT Quality risks and opportunities therefore also depend on attracting and retaining skilled proﬁt margins and compromise price competitiveness. REPORT and qualiﬁed personnel maintaining high quality stand- Recent wage increases have increased average wage 4 ards globally. The labour markets for production staff in expenses per employee. Although Novem undertakes As a supplier of premium trim parts for the car interior some of Novem’s regions, such as the Czech Republic, various incentive programs to improve the productiv- and exterior, one of the determining factors for Novem’s Germany, Mexico or Slovenia, are characterised by very ity of employees, as well as cost-effective automation customers in purchasing components and systems is CONSOLIDATED low unemployment rates and strong historic employ- initiatives designed to reduce labour costs, these meas- the high quality of products and manufacturing pro- FINANCIAL ment growth, resulting in intense competition for quali- ures may be insuﬃcient to offset increases in person- cesses. A decrease in the actual or perceived quality of STATEMENTS ﬁed personnel and an increased turnover rate. nel costs or the Group may be unable to manage these products and processes could damage Novem’s image 5 increases in the future effectively. and reputation as well as those of the products. In addi- The business could be adversely impacted by strikes, tion, defective products could result in loss of sales, labour disputes and natural disasters. Personnel development and apprenticeship pro- loss of customers and loss of market acceptance ANNUAL grammes are a speciﬁc chance to retain a high stand- or could damage the Group’s reputation and market ACCOUNTS Novem operates a large, global business, with 4,509 ard and knowledge within Novem’s workforce. perception. 6 employees (excluding leased workers, interns and stu- dents) as of 31 March 2025. The labour force in the The development of employees is a key issue. This is all At some locations, certain product certiﬁcations with automotive industry, including Novem’s, is highly union- about giving people the skills to pursue entrepreneurial regard to speciﬁcations and quality standards are con- ADDITIONAL ised, especially in Europe and Mexico. Over the past goals while simultaneously combining this with the sidered a necessity or premise for the acceptance of INFORMATION NOVEM ANNUAL REPORT 2024/25 55 CONTENTS products by customers and markets. As such, Novem requirements could negatively affect market accept- emission laws and regulations have been promulgated must obtain and maintain the relevant certiﬁcations ance of the Group’s other products and market reputa- in some of the jurisdictions in which Novem operates, to be nominated as a supplier as well as for an ongo- tion in various market segments. and additional greenhouse gas requirements are in vari- ing business relationship. Maintaining such standards, ous stages of development. In addition, the US Environ- which are regularly reviewed by customers, is essential mental Protection Agency (EPA) has issued regulations Environmental, health and safety risks to building long-term customer relationships. limiting greenhouse gas emissions from mobile and stationary sources pursuant to the US Clean Air Act. 1 As a manufacturer, Novem is subject to product liability Many of the sites at which Novem operates have been The ﬁnal Carbon Pollution Standards for new, modiﬁed lawsuits and other proceedings alleging violations of used for industrial purposes for many years, leading and reconstructed power plants reﬂect the degree of due care, violation of warranty obligations (implied to contamination risks and resulting in site restoration emission limitation achievable through the application TO OUR and expressed), treatment errors, safety provisions obligations. In addition, under federal and state environ- of the best system of emission reduction that the EPA SHAREHOLDERS and claims arising from breaches of contract or ﬁnes mental laws and regulations (including state property has determined has been adequately demonstrated for 2 imposed by government or regulatory authorities. Given transfer laws), the Group could be held responsible each type of unit. Novem’s customers may seek price the large amounts of products manufactured and dis- for the remediation of off-site areas impacted by its reductions to account for their increased costs result- tributed to a variety of customers in the automotive sites and operations, natural resource damages and/ ing from greenhouse gas requirements. NON-FINANCIAL sector, Novem is from time to time faced with liability or third-party claims (e.g. for bodily injury or property REPORT claims related to actual or potentially deﬁcient charges damage). Regulatory authorities could assert claims As one of the measures intended to meet national 3 of products and may therefore be held liable in cases against Novem as the current or former owner or ten- climate targets, Germany expanded its national CO2 of death, bodily injury or damage to property caused ant (operator) of the affected sites or as the party that pricing and trading system to include emissions from by a defective product manufactured by the Group. The caused or contributed to the contamination, for the burning fossil fuels by vehicles. The system entails GROUP risks arising from such warranty and product liability investigation or remediation or containment of such mandatory emission certiﬁcates that must be acquired MANAGEMENT lawsuits, proceedings and other claims are insured up soil or groundwater contamination or other environ- by sellers of fossil fuels and the costs of which are REPORT to levels the Group considers economically reasonable. mental media (e.g. surface waters), including related expected to be passed on to end consumers, i.e. vehi- 4 Still, the insurance coverage could prove insuﬃcient in to Novem’s use of nonowned treatment, storage and cle users. The new system has already resulted in individual cases. disposal sites or order the Group to dispose of or treat higher fuel prices in Germany and is expected to have contaminated soil excavated or water encountered a further impact in the future, which could in turn harm CONSOLIDATED Furthermore, Novem manufactures many products in the course of construction. Novem could also be the demand for vehicles in Germany. FINANCIAL pursuant to customer speciﬁcations and quality liable to the owners or occupants of sites leased, sites STATEMENTS requirements. If the products manufactured and deliv- the Group sells or other impacted properties. Costs Growing pressure to reduce greenhouse gas emissions 5 ered do not meet the requirements stipulated by the typically incurred in connection with such claims are from mobile sources could reduce automobile sales, customers at the agreed date of delivery, production generally diﬃcult to predict. Also, if any contamination thereby reducing demand for products and ultimately of the relevant products is generally discontinued until were to become a subject of public discussion, there revenue. ANNUAL the cause of the product defect has been identiﬁed and is a risk that the reputation or relations with customers ACCOUNTS remedied. Novem’s customers could also potentially could be harmed. The nature of operations subjects Novem to various 6 claim damages for breach of contract, even if the statutory and regulatory compliance and litigation risks cause of the defect is remedied at a later point in time. Greenhouse gas emissions have increasingly become under health, safety and employment laws. There can In addition, failure to perform with respect to quality the subject of substantial international, national, be no assurance that there will be no accidents or ADDITIONAL regional, state and local attention. Greenhouse gas incidents suffered by employees, contractors or other INFORMATION NOVEM ANNUAL REPORT 2024/25 56 CONTENTS third parties on the Group’s sites. If any accidents or In addition, from time to time, the Group is required incidents occur, Novem could be subject to prosecu- to make investments to maintain and/or upgrade the tion and litigation, which could result in ﬁnes, penalties IT systems and networks, including those related to and other sanctions and could cause damage to the digital transformation efforts, and such investments reputation. may be signiﬁcant. Implementing and maintaining management systems The risk of computer viruses, cyber attacks and security 1 for environment, health and safety are required to fulﬁl breaches is further increased as a growing number of legal and customer obligations. Ongoing audits from employees work remotely. A signiﬁcant or large‑scale third parties must conﬁrm the effectiveness of these malfunction or interruption of one or more IT systems TO OUR systems to validate these certiﬁcates and for Novem could adversely affect the ability to keep operations SHAREHOLDERS to be recognised as a supplier. running eﬃciently or at all and affect product availabil- 2 ity. Furthermore, it is possible that a malfunction of data security measures or a cyber attack could enable IT risks unauthorised persons to access sensitive business or NON-FINANCIAL personal data, including information on the Group’s REPORT Novem relies heavily on centralised, standardised intellectual property or business strategy or those of 3 information technology systems and networks to customers. Such failure could cause economic loss support business processes, as well as internal and for which Novem could be liable and may expose the external communications. Any failure in the operation Group to governmental investigations, disciplinary GROUP of these IT systems could result in material adverse actions, ﬁnes and reputational damage, which could MANAGEMENT consequences, including disruption of operations, loss harm the business. REPORT of information or an unanticipated increase in costs. 4 More and more partners request to collaborate closely on online platforms. While this brings more eﬃciency to established processes, it also requires strict techni- CONSOLIDATED cal and organisational policies to ensure the security FINANCIAL of data and knowledge. STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 57 CORPORATE GOVERNANCE STATEMENT CONTENTS The Company is a Luxembourg public limited liability applied accordingly to a public limited liability company The internal control systems and risk management company (Société Anonyme) and as such is subject (Société Anonyme) with a two-tier governance system for the establishment of ﬁnancial information are to the corporate governance regime as set forth in under Luxembourg Law. described in the section Risk and opportunity man- particular in the Companies’ Law. agement. According to the Articles of Association, the The Company’s Supervisory Board or its Audit and Management Board must be composed of at least two As the Company’s shares are listed on a regulated mar- Risk Committee arranges for the Company’s external members, whereas the Supervisory Board must be ket, the Company is further subject to the provisions of auditors to inform it and note in the Audit Report if, composed of at least three. The Supervisory Board has 1 the Shareholders’ Rights Law. during the performance of the audit, the external audi- set up the following committees in accordance with tors identify any facts that indicate an inaccuracy in the Articles of Association: the Audit and Risk Com- Being a Luxembourg public limited liability company, adhering to the recommendations in C.10, D.3, D.9 or mittee and the Nomination and Remuneration Com- TO OUR with its shares exclusively listed on a regulated market D.11 of the GCGC, in each case applied accordingly to a mittee. The Audit and Risk Committee is responsible SHAREHOLDERS in Germany, the Company is neither required to adhere public limited liability company (Société Anonyme) with for the consideration and evaluation of the auditing 2 to the Luxembourg corporate governance regime appli- a two-tier governance system under Luxembourg Law. and accounting policies and the Company’s ﬁnancial cable to companies admitted to the regulated market in controls and systems. The Remuneration Committee is Luxembourg nor to the German corporate governance For the avoidance of doubt, the Company is subject responsible for making recommendations to the Super- NON-FINANCIAL regime applying to stock corporations organised in to Luxembourg Law with respect to the accounting visory Board and the Management Board on the terms REPORT Germany. principles relating to its annual accounts and there- of appointment and the beneﬁts of the members of the 3 fore does not fall within the application of the German Management Board of the Company. Further details The Company has set up its own corporate governance Commercial Code (Handelsgesetzbuch). As a result, on the composition and purpose of these committees structure in order to address its own speciﬁc needs recommendation D.3 of the GCGC was followed by the and the Supervisory Board are described in the sec- GROUP and interests and has, for such purpose, adopted and Company to the extent possible. tion Report of the Supervisory Board as well as in the MANAGEMENT chosen to abide by its own corporate governance rules, section Setup and organisation of the Management REPORT as further described below, rather than to voluntarily By virtue of European and Luxembourg Law, Novem Board regarding the Management Board. The Annual 4 apply either of the Luxembourg or Germany govern- Group is obliged to report on non‑ﬁnancial and diversity General Meeting shall be held at such time as speci- ance regimes, and to set up its corporate governance information relating to it. Novem’s Non‑ﬁnancial Report ﬁed by the Management Board and/or the Supervisory structure. will be published together with this Annual Report, i.e. Board in the convening notice. CONSOLIDATED on 26 June 2025. In accordance with Article 7bis of the FINANCIAL As the German corporate governance code (GCGC) Shareholders’ Rights Law, the Company must further The Management Board and Supervisory Board may STATEMENTS does not apply to the Company, it does not have to draw up a Remuneration Policy for the Supervisory convene extraordinary general meetings as often as 5 issue a declaration of conformity with the GCGC under Board and the Management Board of Novem Group S.A. the Company’s interests so require. An extraordinary section 161 of the German Stock Corporation Act reﬂecting the principles and measurement for the general shareholders’ meeting must be convened upon (Aktiengesetz). remuneration of the members of such boards. The the request of one or more shareholders who together ANNUAL Company must as well publish a Remuneration Report, represent at least one-tenth of the Company’s share ACCOUNTS Solely for purposes of section 4.1.1.1 of the Guide to which will be published separately from this Annual capital. 6 the DAX Equity Indices of STOXX Ltd., the Company Report on the Novem IR website on 18 July 2025. The declares that it does not deviate from recommenda- Remuneration Policy can already be accessed on the Each share entitles the holder to one vote. tions C.10, D.3, D.9 and D.11 of the GCGC, in each case Novem IR website. ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 58 CONTENTS The right of a shareholder to participate in a General D) The Articles of Association of the Company do not G) Powers of the Management Board: Meeting and to exercise the voting rights attached to contain any restrictions on voting rights. their shares are determined with respect to the shares • The Company is managed by a Management held by such shareholder on the 14th day before the E) There are no agreements with shareholders which Board under the supervision of the Supervisory General Meeting. are known to the Company and may result in restric- Board. tions on the transfer of securities or voting rights • The Management Board is vested with the Each shareholder can exercise their voting rights in within the meaning of the Transparency Directive. broadest powers to perform or cause to be 1 person, through a proxy holder or in writing (if provided performed any actions necessary or useful in for in the relevant convening notice). F) Rules governing the appointment and replacement connection with the purpose of the Company. of Management Board members and the amend- • All powers not expressly reserved by the Com- TO OUR The information required pursuant to Article 10.1 of ment of the Articles of Association: panies’ Law or by the Articles of Association to SHAREHOLDERS Directive 2004 / 25 / EC on takeover bids which has the General Meeting or the Supervisory Board 2 been implemented by Article 11 of the Takeover Law • The members of the Management Board are fall within the authority of the Management is set forth here below under Disclosure Regarding appointed by the Supervisory Board, or in the Board. Article 11 of the Luxembourg Law on Takeovers of 19 case of a vacancy, by way of a decision adopted • Certain measures are subject to the prior NON-FINANCIAL May 2006. by a majority of the remaining Management approval of the Supervisory Board on the terms REPORT Board members for the period until the next set out in the Articles of Association and the 3 Supervisory Board Meeting. Rules of Procedure of the Management Board. Disclosures pursuant to Article 11 of the • Management Board members are appointed for • The Management Board may appoint one or Luxembourg Law on Takeovers of 19 May a term not exceeding six years and are eligible several persons, including but not limited to GROUP 2006 for re-appointment. members of the Management Board or share- MANAGEMENT • Management Board members may be removed holders, at the exclusion of any member of the REPORT at any time with or without cause by the Super- Supervisory Board, who shall have full authority 4 A) For information regarding the structure of capital, visory Board by a simple majority of the votes. to act on behalf of the Company in all matters reference is made to section 3.8 of the Consoli- • Resolutions to amend the Articles of Association pertaining to the daily management and affairs dated ﬁnancial statements. may be adopted in the manner foreseen by the of the Company. CONSOLIDATED Companies’ Law, i.e. by a majority of two-thirds • The Management Board is also authorised to FINANCIAL B) The Articles of Association of the Company do not of the votes validly cast, without counting the appoint one or several persons, either members STATEMENTS contain any restrictions on the transfer of shares abstentions, if the quorum of half of the share of such board or not, at the exclusion of any 5 of the Company. capital is met. If the quorum requirement of half member of the Supervisory Board, for the pur- of the share capital of the Company is not met poses of performing speciﬁc functions at every C) According to the voting rights notiﬁcations received at the Annual General Meeting, the sharehold- level within the Company. ANNUAL until 31 March 2025, the following shareholders ers may be re-convened to a second General • The Management Board may also appoint com- ACCOUNTS held more than 5% of total voting rights attached to Meeting. No quorum requirements apply with mittees to which it may delegate some of its 6 Novem shares: COFRA Holding (indirect: 33,505,583 respect to such second General Meeting and tasks and the members of which may, but do voting rights attached to shares or 77.87% of total the resolutions are adopted by a majority of not have to be members of the Management voting rights). two-thirds of the votes validly cast, without Board, at the exclusion of any member of the ADDITIONAL counting the abstentions. Supervisory Board. INFORMATION NOVEM ANNUAL REPORT 2024/25 59 CONTENTS • The Management Board is authorised to issue shares in the Company under the Articles of Association, which set the authorised capital of the Company, including the issued share capital at €520,000, represented by 52,000,0000 shares. Such authorisation has been granted for a period of ﬁve years beginning on 30 June 1 2021. During such period, the Management Board, with the consent of the Supervisory Board, may issue new shares under the author- TO OUR ised share capital, limit or cancel any preferen- SHAREHOLDERS tial subscription rights. 2 • The Articles of Association of the Company allow for a redemption of shares within the limits of the law, however, there is currently no NON-FINANCIAL buyback authorisation for the Management REPORT Board in place. 3 H) The Company is, given the nature of its business and its ﬁeld of activity, party to agreements which GROUP would take effect, alter or terminate upon a change MANAGEMENT of control of the Company following a takeover bid, REPORT as is usual in the sector in which it operates. 4 I) There are no agreements between the Company and its Management Board members or employ- CONSOLIDATED ees providing for compensation if they resign or FINANCIAL are made redundant without valid reason or if their STATEMENTS employment ceases because of a takeover bid. 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 60 SUBSEQUENT EVENTS CONTENTS There were no events or developments that could have materially affected the measurement and presentation of the Group’s assets and liabilities as of 31 March 2025 other than disclosed in note 5.15 of the Consolidated ﬁnancial statements. 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 61 OUTLOOK CONTENTS Ongoing geopolitical tensions and conﬂicts continued to disrupt global trade and economic stability during the ﬁnancial year 2024/25. In addition, post‑election shifts in US trade policy have ampliﬁed uncertainty eve- rywhere, challenging global resilience, driving inﬂation- ary pressures and ultimately dampening overall growth. 1 The automotive sector remains in a period of pro- found transformation, driven by the technological shift towards electric mobility, connected vehicles and TO OUR autonomous driving. The substantial investments and SHAREHOLDERS adjustments in production required for this transition 2 keep the industry on the move. Accompanied by a ﬂat development of light vehicle production in the ﬁnancial year 2024/25, recent market data suggests a slight NON-FINANCIAL decline for 2025/26. REPORT 3 With the publication of Q3 results, Novem revised the medium-term guidance for the Adj. EBIT margin down- wards to 11–12%, as short-term conditions failed to GROUP improve and the likelihood of the envisaged medium- MANAGEMENT term recovery diminished. In this setting, which con- REPORT tinues to weigh on the Group’s performance, providing 4 a dependable economic outlook remains challeng- ing. From a ﬁnancial perspective, a key priority in the upcoming ﬁnancial year will be the reﬁnancing of the CONSOLIDATED term loan maturing in July 2026, with initial talks set FINANCIAL to start in mid-2025. STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 62 Poplar open pore 4 ﬁnancial statements Consolidated CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the ﬁnancial year ended 31 March 2025 CONTENTS in € thousand Note FY 2023/24 FY 2024/25 Revenue 4.1 635,509 541,464 Increase or decrease in finished goods and work in process -15,416 2,068 Total operating performance 620,094 543,531 Other operating income 4.2 18,902 17,255 Cost of materials 4.3 -303,282 -272,085 1 Personnel expenses 4.4 -173,246 -150,119 Depreciation, amortisation and impairment 4.5 -33,660 -32,122 TO OUR Other operating expenses 4.6 -69,480 -63,327 SHAREHOLDERS Operating result (EBIT) 59,327 43,133 2 Finance income 4.7 7,376 4,688 Finance costs 4.7 -19,947 -22,342 NON-FINANCIAL Financial result -12,571 -17,654 REPORT Income taxes 4.8 -13,053 -9,263 3 Deferred taxes 4.8 1,077 -5,085 Income tax result -11,975 -14,348 GROUP Proﬁt for the period attributable to the shareholders 34,781 11,132 MANAGEMENT REPORT Differences from currency translation 3.8 -1,562 -8,651 4 Items that may subsequently be reclassiﬁed to consolidated proﬁt or loss -1,562 -8,651 Actuarial gains and losses from pensions and similar obligations (before taxes) 3.9 -1,576 2,154 CONSOLIDATED Taxes on actuarial gains and losses from pensions and similar obligations 472 -579 FINANCIAL STATEMENTS Items that will not subsequently be reclassiﬁed to consolidated proﬁt or loss -1,103 1,576 5 Other comprehensive income/loss, net of tax -2,665 -7,075 Total comprehensive income/loss for the period attributable to the shareholders 32,116 4,056 ANNUAL Earnings per share attributable to the equity holders of the parent (in €) ACCOUNTS basic 4.9 0.81 0.26 6 diluted 4.9 0.81 0.26 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 64 CONSOLIDATED STATEMENT OF FINANCIAL POSITION as of 31 March 2025 CONTENTS Assets Equity and liabilities in € thousand Note 31 Mar 24 31 Mar 25 in € thousand Note 31 Mar 24 31 Mar 25 Intangible assets 3.1 2,837 2,987 Share capital 3.8 430 430 Property, plant and equipment 3.2 193,907 171,431 Capital reserves 3.8 539,594 539,594 1 Trade receivables 3.4 49,789 45,121 Retained earnings/accumulated losses 3.8 -459,222 -446,514 Other non-current assets 3.7 13,109 17,108 Currency translation reserve 3.8 9,085 434 Deferred tax assets 4.8 10,587 5,267 Total equity 89,887 93,944 TO OUR SHAREHOLDERS Total non-current assets 270,230 241,914 Pensions and similar obligations 3.9 28,738 26,316 2 Inventories 3.3 99,436 95,285 Other provisions 3.11 2,284 2,273 Trade receivables 3.4 41,324 37,171 Financial liabilities 3.12 248,754 249,288 Other receivables 3.5 29,999 28,334 Trade payables 3.15 8 - NON-FINANCIAL REPORT Other current assets 3.7 19,614 15,270 3.13 Other liabilities 3.14 55,631 46,366 Cash and cash equivalents 3.6 141,514 150,097 3 3.16 Total current assets 331,886 326,156 Deferred tax liabilities 4.8 1,353 1,716 Assets 602,116 568,070 Total non-current liabilities 336,768 325,959 GROUP MANAGEMENT Tax liabilities 3.10 7,591 1,056 REPORT Other provisions 3.11 38,867 29,216 4 Financial liabilities 3.12 1,165 984 Trade payables 3.15 45,447 49,061 3.13 CONSOLIDATED FINANCIAL Other liabilities 3.14 82,390 67,851 STATEMENTS 3.16 5 Total current liabilities 175,461 148,168 Equity and liabilities 602,116 568,070 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 65 CONSOLIDATED STATEMENT OF CASH FLOWS for the ﬁnancial year ended 31 March 2025 CONTENTS in € thousand Note FY 2023/24 FY 2024/25 in € thousand Note FY 2023/24 FY 2024/25 Proﬁt for the period 34,781 11,132 Cash paid (-) for subsidies/grants -4 - Income tax expense (+)/income (-) 4.8 13,053 9,263 3.13 Cash paid (-) for lease liabilities 5.6 -11,370 -1,986 Financial result (+)/(-) net 4.7 13,999 17,654 5.10 Depreciation, amortisation and impairment (+) 4.5 33,660 32,122 Interest paid (-) 4.7 -16,898 -16,714 Other non-cash expenses (+)/income (-) 5,110 6,633 3.8 1 Dividends paid (-) -49,485 - 5.6 Increase (-)/decrease (+) in inventories 3.3 18,510 3,996 Cash ﬂow from ﬁnancing activities -77,757 -18,700 3.4 Increase (-)/decrease (+) in trade receivables 2,121 3,149 5.2 TO OUR Net increase (+)/decrease (-) in cash and cash -23,999 9,799 SHAREHOLDERS equivalents Increase (-)/decrease (+) in other assets 3.7 10,571 3,401 2 Effect of exchange rate ﬂuctuations on cash and Increase (-)/decrease (+) in deferred taxes 4.8 -1,072 5,085 39 -1,216 cash equivalents Increase (-)/decrease (+) in prepaid expenses/ 3.16 -2,019 42 Cash and cash equivalents at the beginning of deferred income 3.6 165,474 141,514 the reporting period NON-FINANCIAL Increase (+)/decrease (-) in provisions 3.11 -18,419 -15,767 REPORT Cash and cash equivalents at the end of the 3.6 141,514 150,097 Increase (+)/decrease (-) in trade payables 3.15 -14,147 -198 reporting period 3 3.13 Increase (+)/decrease (-) in other liabilities -7,962 -12,219 3.14 Gain (-)/loss (+) on disposals of non-current GROUP 75 9 assets MANAGEMENT REPORT Cash received (+) from/cash paid (-) for 5.6 -24,488 -22,950 income taxes 4 Cash ﬂow from operating activities 63,773 41,348 Cash received (+) from disposals of property, 200 3 plant and equipment CONSOLIDATED FINANCIAL Cash paid (-) for investments in intangible STATEMENTS 3.1 -1,200 -838 assets 5 Cash paid (-) for investments in property, plant 3.2 -14,887 -16,684 and equipment Interest received (+) 4.7 5,872 4,671 ANNUAL Cash ﬂow from investing activities -10,015 -12,849 ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 66 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the ﬁnancial year ended 31 March 2025 CONTENTS Retained earnings/ Currency Capital accumulated translation in € thousand Note Share capital reserves losses reserve Equity Balance as of 01 Apr 23 430 539,594 -443,414 10,646 107,256 Proﬁt or loss for the year - - 34,781 - 34,781 3.8 1 Other comprehensive income or loss 3.9 - - -1,103 -1,562 -2,665 4.8 Comprehensive income or loss for the year - - 33,677 -1,562 32,116 TO OUR 3.8 SHAREHOLDERS Dividends - - -49,485 - -49,485 5.6 2 Balance as of 31 Mar 24 430 539,594 -459,222 9,085 89,887 Balance as of 01 Apr 24 430 539,594 -459,222 9,085 89,887 NON-FINANCIAL Proﬁt or loss for the year - - 11,132 - 11,132 REPORT 3.8 3 Other comprehensive income or loss 3.9 - - 1,576 -8,651 -7,075 4.8 Comprehensive income or loss for the year - - 12,707 -8,651 4,056 GROUP 3.8 MANAGEMENT Dividends - - - - - 5.6 REPORT Balance as of 31 Mar 25 430 539,594 -446,514 434 93,944 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 General information 1.1 Reporting entity Novem Group S.A. was originally formed as a private company (Société à responsabilité limitée) for an unlimited period of time under the laws of Luxembourg on 12 July 2011 pursuant to a deed of incorporation published in the Mémorial, Recueil des Sociétés et Associations C on 28 September 2011, number 2306. At that time, the Company’s legal name was Car Interior Design (Luxembourg) S.à r.l. On 30 June 2021, the extraordinary General Share- holders’ Meeting converted the Company’s corporate form from a private limited liability company (Société à responsabilité limitée) to a public limited liability company ( Société Anonyme ). As a consequence, the shares (parts sociales) were also converted and became actions with no nominal value. The Company’s corporate name was amended to Novem Group S.A. Novem Group S.A. (hereinafter also referred to as the “Company”) is domiciled in Contern , Luxembourg , and is registered in the commercial register of Luxembourg under register ﬁle number B 162.537. The Company’s registered oﬃce is at 19, rue Edmond Reuter, 5326 Contern , Luxembourg. The Group’s principal place of business is Vorbach, Germany . The Company’s ﬁnancial year is from 1 April to 31 March of the following year (12-month period). The consoli- dated ﬁnancial statements include Novem Group S.A. and its subsidiaries (hereinafter also referred to as “Novem” or the “Group”). Novem operates as a developer, supplier and system supplier for trim parts and decorative functional ele- ments in vehicle interiors as well as technology-match- ing exterior parts in the premium sector. The products combine valuable raw materials with the latest technol- ogy and processing. Typically, the products are used as instrument panels, impact-resistant trim parts in the centre console, door trims, beltlines and decorative functional elements in the car interior. The consolidated ﬁnancial statements were authorised for issue by the Management Board on 16 June 2025. Under Luxembourg Law, the consolidated ﬁnancial statements are approved by the shareholders at their Annual General Meeting. The oﬃcial version of the accounts is the ESEF ver- sion available with the Oﬃcially Appointed Mechanism (OAM) tool. 1.2 Basis of preparation and presentation method These consolidated ﬁnancial statements have been prepared on the basis of historical costs. This excludes derivative ﬁnancial instruments and trade receivables that are sold under factoring agreements. These are measured at fair value through proﬁt or loss. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transac- tion between market participants at the measurement date. The fair value can either be directly observable or otherwise be estimated using a valuation technique. When measuring fair value using a valuation technique, it has to be categorised into one of the following levels depending on the available observable parameters and the signiﬁcance of these parameters for measurement as a whole: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. • Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, or can be derived indirectly from other prices. • Level 3 inputs are unobservable inputs for the asset or liability. The Group recognises reclassiﬁcations between differ- ent levels at the end of the reporting period in which the change occurred. The Group classiﬁes assets and liabilities as current if they are expected to be realised or settled within 12 months after the reporting date. If assets and liabilities have both a current and non-current component, they are broken down into their maturity components and reported as current and non-current assets or liabilities in accordance with their accounting classiﬁcation. These consolidated ﬁnancial statements are presented in Euro, the Company’s functional currency. All amounts are rounded to the nearest thousand Euro unless other- wise indicated. Totals in tables were calculated on the basis of exact ﬁgures and rounded to the nearest thou- sand Euro. For computational reasons, there may be rounding differences to the exact mathematical values in tables and references (monetary units, percentages, etc.). The Group has consistently applied the account- ing and consolidation policies to all periods presented in these consolidated ﬁnancial statements. The con- solidated statement of comprehensive income has CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 68 NOVEM ANNUAL REPORT 2024/25 been prepared using the nature of the expense method. For the methods used in the consolidated statement of cash ﬂows, please refer to section 5.6. The consolidated ﬁnancial statements as of 31 March 2025 have been prepared in accordance with the International Financial Reporting Standards (IFRS) Accounting Standards issued by the International Accounting Standards Board (IASB), as adopted by the European Union (EU). The term IFRS Accounting Standards includes all applicable International Account- ing Standards (IAS) as well as all interpretations and amendments by the International Financial Reporting Standards Interpretations Committee (IFRS IC) – for- merly the International Financial Reporting Interpreta- tions Committee (IFRIC). Novem Group S.A. has prepared the consolidated ﬁnancial statements as of 31 March 2025 on a going concern basis. From the current perspective, there are no risks to the continued existence of the Company. In its assessment, management considered the proﬁt for the last years as well as the strong cash positions. The management also considered the positive cash in‑ﬂow from operating activities. Reference is also made to section 3.6 and section 3.8. 1.3 Effects of new ﬁnancial reporting standards The IASB has issued or revised a number of reporting standards and interpretations that will not become effective until a future date. These new standards and interpretations will not be applied by the Group before they become effective in the EU. The following table shows the new or amended stand- ards, including their effects expected from ﬁrst‑time adoption. If the Group does not expect any effects on the consolidated ﬁnancial statements from ﬁrst‑time adop- tion, this is due to the fact that the transactions, other events or conditions affected by the new IFRS Account- ing Standards do not currently exist within the Group. Potential impact on the Effective date New standards or amendments consolidatedﬁnancial statements Annual periods beginning on Amendments to IAS 21: The Effects of Changes in Foreign Negligible or after 1 January 2025 Exchange Rates: Lack of Exchangeability Annual periods beginning on Amendment to IFRS 7 and IFRS 9: Classiﬁcation and In review or after 1 January 20261 Measurement of Financial instruments Annual periods beginning on Amendment to IFRS 7 and IFRS 9: Contracts Referencing In review or after 1 January 20261 Nature-dependentElectricity Annual periods beginning on Annual Improvements to IFRS Accounting Standards – Negligible or after 1 January 20261 Volume 11 Annual periods beginning on IFRS 18 Presentation and Disclosure in Financial Statements: In review or after 1 January 20271 Replacement of IAS 1 Annual periods beginning on IFRS 19 Subsidiaries without Public Accountability: Negligible or after 1 January 20271 Disclosures Deferred indeﬁnitely Amendments to IFRS 10 and IAS 28: Sale or Contribution of Negligible Assets between an Investor and its Associate or Joint Venture 1 EU endorsement still pending CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 69 NOVEM ANNUAL REPORT 2024/25 The Group observed all standards and interpretations adopted by the International Accounting Standards Board (IASB) and the EU that are mandatory as of 1 January 2024. The following table shows the new or amended standards effective in 2024. Applying the new standards has not signiﬁcantly impacted these consolidated ﬁnancial statements. Impact on the Effective date New standards or amendments consolidatedﬁnancial statements Annual periods beginning on Amendments to IAS 1: Classiﬁcation of Liabilities as Current or Negligible or after 1 January 2024 Non-current (with Covenants) Annual periods beginning on Amendments to IFRS 16: Clariﬁcation how a seller‑lessee Negligible or after 1 January 2024 subsequently measures sale and leaseback transactions Annual periods beginning on Amendment to IAS 7 and IFRS 7: Supplier ﬁnance Negligible or after 1 January 2024 arrangements 1.4 Consolidated entities and basis of consolidation Consolidated entities In addition to Novem Group S.A., the consolidated ﬁnancial statements include all subsidiaries that can be controlled by the Group. According to IFRS 10, a company controls an entity when it has the power over the entity, is exposed or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The consolidated ﬁnancial statements include Novem Group S.A. as well as 13 international subsidiaries. Registered oﬃce Ownership interest in % Novem Group GmbH Vorbach, Germany 100 Novem Beteiligungs GmbH1 Vorbach, Germany 100 Novem Car Interior Design GmbH1 Vorbach, Germany 100 Novem Car Interior Design Metalltechnologie GmbH1 Vorbach, Germany 100 Novem Car Interior Design Vorbach GmbH1 Vorbach, Germany 100 Novem Deutschland GmbH Vorbach, Germany 100 Novem Car Interiors (China) Co., Ltd. Langfang, China 100 Novem Car Interior Design k.s. Pilsen, Czech Republic 100 Novem Car Interior Design S.de R.L. Tegucigalpa, Honduras 100 Novem Car Interior Design S.p.A. Bergamo, Italy 100 Novem Car Interior Design S.A. de C.V. Querétaro, Mexico 100 Novem Car Interior Design d.o.o. Žalec, Slovenia 100 Novem Car Interior Design Inc. Detroit, USA 100 1 Entities included in the consolidated ﬁnancial statements according to IFRS Accounting Standards that have exercised the exemption clauses under §264 (3) HGB. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 70 NOVEM ANNUAL REPORT 2024/25 Basis of consolidation Subsidiaries are entities controlled by Novem Group S.A., Luxembourg. A company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns. In assessing control, all facts and circumstances are considered. This particularly includes the purpose and structure of the investee. For example, changes to decision-making rights can mean that the relevant activities are no longer directed through voting rights, but instead, other agreements, such as contracts, give another party or parties the current ability to direct the relevant activities. The assessment of control requires the consideration of all facts and circumstances at the discretion of management. If necessary, the ﬁnancial statements of group enti- ties are adapted to the accounting policies of Novem Group S.A. The ﬁnancial statements of the group enti- ties Novem Car Interiors (China) Co., Ltd., China, and Novem Car Interior Design S.A. de C.V., Mexico, whose reporting date is 31 December, are adapted to the par- ent company’s reporting date. The deviating reporting dates compared to the parent company result from the respective national legislation. 1.5 Foreign currency translation The consolidated ﬁnancial statements are prepared in accordance with the functional currency concept. The consolidated ﬁnancial statements are presented in Euro, the parent company’s functional currency. Transactions in foreign currencies are translated into Euro at the exchange rate applicable on the transaction date. In subsequent reporting periods, monetary assets and liabilities denominated in foreign currencies are translated at the closing rate. Any resulting gains and losses are recognised in the consolidated statement of comprehensive income. Non-monetary assets and liabilities are translated into Euro at the exchange rate applicable on the transaction date. Assets and liabilities of foreign subsidiaries whose functional currency is not the Euro are translated into Euro at the closing rate on each reporting date. Equity items are translated at historical exchange rates. The income statements and statements of cash ﬂows are translated into Euro at the applicable average exchange rates for the period. The resulting foreign currency translation differences are presented in the currency translation reserve in other comprehensive income or loss. The Group used the following major exchange rates for currency translation: Currency Closing rate Average rate EUR 1 equals 31 Mar 24 31 Mar 25 2023/24 2024/25 CNY 0.13027 0.12827 0.12948 0.13020 CZK 0.03952 0.04006 0.04118 0.03978 HNL 0.03719 0.03604 0.03737 0.03721 MXN 0.05591 0.04522 0.05329 0.04882 USD 0.92498 0.92464 0.92237 0.93138 CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 71 NOVEM ANNUAL REPORT 2024/25 2 Material accounting policies 2.1 Use of judgments and estimates In preparing the consolidated ﬁnancial statements in accordance with IFRS Accounting Standards, manage- ment has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Due to unforeseeable developments beyond the con- trol of management, the actual ﬁgures may differ from these estimates. Estimates and underlying assump- tions are reviewed on an ongoing basis. Revisions to estimates are recognised in accordance with IAS 8 in the period in which they occur and in each subsequent period affected by the revisions. The most important forward-looking assumptions and other major sources of estimation uncertainty on the reporting date that have a signiﬁcant risk of result- ing in a material adjustment to the carrying amounts of assets and liabilities in the next ﬁnancial year are explained below. Measuring the fair value of ﬁnancial instruments If the fair values of ﬁnancial assets and ﬁnancial liabili- ties cannot be measured using quoted prices in active markets, they are determined by applying valuation techniques including the discounted cash ﬂow method. The inputs used in the model are based – to the extent possible – on observable market data. If such data is unavailable, fair value is determined to a considerable extent based on judgment. Judgments concern inputs such as liquidity risk, credit risk and volatility. Changes in the assumptions for these inputs may affect the recognised fair values of ﬁnancial instruments. Please refer to section 5.2 for an overview of the ﬁnancial instruments measured at fair value. Impairment of non-ﬁnancial assets At the end of each reporting period, management assesses whether there is any objective evidence that assets are impaired. Any intangible assets not yet available for use as of the reporting date in the form of capitalised development costs are also tested for impairment annually. Further tests are conducted when there is objective evidence of impairment. Other non- ﬁnancial assets or cash‑generating units are tested for impairment when there is evidence that the carrying amount is not recoverable. The recoverable amount of an asset or a cash-generating unit is the higher of fair value less costs to sell and value in use. The measure- ment of fair value less costs to sell is based on avail- able data from binding sales transactions between independent business partners for similar assets or observable market prices less costs directly attribut- able to the sale of the asset. The discounted cash ﬂow method is used to measure value in use. Cash ﬂows are derived from the budget for the next ﬁve years, which does not include restructuring measures to which the Group has not yet committed and material future invest- ments that will increase the proﬁtability of the tested cash-generating unit. The recoverable amount depends on the discount rate used in the discounted cash ﬂow method as well as the expected future cash in‑ﬂows and the growth rate used for extrapolation purposes. Capitalisation of development costs When capitalising development costs, management’s estimates regarding the technical and economic fea- sibility of the development projects are considered in the recognition decision. This is usually the case when an internal development project has reached a speciﬁc milestone in the existing project management model. Measurement of the capitalised development costs depends on assumptions regarding the amount and period of expected future cash ﬂows as well as discount rates to be applied. For more details, please see section 3.1. Net realisable value of inventories Inventories are stated at the lower of cost and net real- isable value. The measurement of net realisable value requires assumptions by management, particularly on the development of sales prices and costs still to be incurred until sale. Refer to section 3.3 for further details. Loss allowances on receivables Estimates regarding the amount and necessary scope of loss allowances on receivables sometimes require subjective assessments with regard to the creditwor- thiness of customers. These are therefore subject to the inherent uncertainty of judgment. Please refer to section 3.4 and section 5.4 for further details. Deferred tax assets on tax carryforwards Deferred tax assets are recognised to the extent that it is considered likely that the related tax beneﬁts will be realised through future taxable proﬁts based on management’s proﬁt forecasts for the group entities. The determination of deferred tax assets requires signiﬁcant judgment by management with regard to the expected occurrence and amount of future taxable income as well as future tax. Please refer to section 4.8 for further details. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 72 NOVEM ANNUAL REPORT 2024/25 Provisions Signiﬁcant estimates are required in the determination of provisions related to pensions and other obligations, contract losses, warranty costs and legal proceedings. Please refer to section 3.9 and section 3.11 for further details. Determination of the term of leases with extension/ termination options The Group determines the term of its leases based on the non-cancellable period of the lease as well as the periods arising from the option to extend the lease, provided it is reasonably certain that it will exercise this option, or the periods arising from the option to terminate the lease, provided it is reasonably certain that it will not exercise this option. The Group has concluded several leases that include extension and/ or termination options. It exercises judgment in deter- mining whether it is reasonably certain that the option to extend or terminate the lease will or will not be exer- cised. That is, it considers all relevant criteria that cre- ate an economic incentive for it to exercise either the extension or termination option. After the commence- ment date, the Group re-determines the lease term if there is a signiﬁcant event or change in circumstances that is within its control and has an effect on whether or not it will exercise the option to extend or terminate the lease (e.g. major leasehold improvements or material adjustment of the underlying asset). Please refer to section 5.10 for details on potential future lease payments for periods after the date of exercising the extension and termination options that are not taken into account in the lease term. Revenue recognition For the purpose of revenue recognition, it is necessary to identify all distinct performance obligations within a contract with a customer. The assessment of whether a performance obligation is distinct requires judgment by management. Moreover, determining and allocating the transaction price to distinct performance obligations of a contract requires assumptions and estimates by manage- ment. This particularly concerns scenarios in which a stand-alone selling price for a good or service is not directly observable and must therefore be estimated or cases in which the transaction price includes variable components. In addition, management must assess whether there is participation in the development costs of automobile manufacturers in exchange for goods or services transferred by customers to the Group, which is customary in the automotive industry. Should this not be the case, estimates of the future contract volume under the contracts with customers involving such participation are necessary. Furthermore, determining whether a performance obligation is satisﬁed at a point in time or over time also requires management judgment. This particularly concerns the assessment of whether the criteria for recognition of revenue over time are satisﬁed in the individual case. Climate change Increasing expectations from stakeholders require explaining how climate-related matters are considered in preparing the consolidated ﬁnancial statements to the extent they are material. Climate change and potential future developments on the entity, including the sustainability of its current business model, are for sure important but not expected to have a signiﬁcant impact on the ﬁnancial reporting judgments and esti- mates so far, consistent with the assessment that cli- mate change is also not expected to have a signiﬁcant impact on the Group’s going concern assessment nor viability of the Group. There are certainly potential risks (e.g. limitations on car traﬃc with the aim of reduc- ing greenhouse gases potentially affecting the overall demand), but also clear opportunities (e.g. expansion of the product portfolio by bio-based, recycled or upcy- cled decors) which may change in the future both in terms of materiality and likelihood of occurrence and may have a corresponding impact on judgments and estimates. Still, these have been classiﬁed as not mate- rial for this year’s consolidated ﬁnancial statements. Any trends and developments are continuously moni- tored and investigated in order to identify any effects on the business model at an early stage. This includes an analysis of transitional risks arising from new statutory requirements and climate protection regulations, such as the potential introduction of a CO2 tax, restrictions on diesel or combustion engine vehicles in urban areas or cross-border mechanisms like the EU Carbon Bor- der Adjustment Mechanism (CBAM). Furthermore, we assess risks and opportunities stemming from techno- logical innovations and regulatory developments. Underlying, the Group actively contributes to reducing the footprint of CO2-neutral production by improving manufacturing processes with modern and eﬃcient technology. Sustainability is also reﬂected in product innovations and concepts, which may potentially even create a competitive advantage for acquiring new projects. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 73 NOVEM ANNUAL REPORT 2024/25 Geopolitical and macroeconomic environment The increasingly complex and uncertain macroeco- nomic and geopolitical environment, particularly due to the Ukraine war, the conﬂict in Israel‑Gaza/Middle East and tensions between China and Taiwan, requires continuous and close observation by the management. Major global elections had an impact on the political and economic direction of the affected countries. The Group was not immune to uncertainties regarding trade tariffs and weak economic growth, particularly in the automotive sector. The stabilisation of inﬂation at a low level and the decrease in key interest rates constitute a solid basis for future positive developments. Those trends could impact the fair values and carry- ing amounts of assets and liabilities, as well as the amount and timing of Novem’s results of operations and cash ﬂows. Estimates and assumptions are gener- ally based on existing knowledge and the best informa- tion available. The management has regularly reviewed the implica- tions of the changing geopolitical and macroeconomic conditions and has not identiﬁed a going concern or signiﬁcant issue beyond the general scope of impact on the performance and ﬁnancial position of the Group as of today. Management continues to monitor the cur- rent developments and their potential impact on the Group. 2.2 Intangible assets Purchased intangible assets Intangible assets acquired for valuable consideration are recognised at cost. If they have a ﬁnite useful life, these intangible assets are amortised on a straight-line basis over these useful lives. After initial recognition, intangible assets are recognised at cost less accumu- lated amortisation and any accumulated impairment losses. Amortisation and impairment losses are rec- ognised in proﬁt or loss. Subsequent expenditure is capitalised only when it increases the future economic beneﬁts embodied in the speciﬁc asset it relates to. All other expenses are recognised as expenses in the period in which they are incurred. The useful lives of software and licenses are estimated at two to ﬁve years. Amortisation methods and useful lives are reviewed at each reporting date and adjusted as necessary. Internally generated intangible assets In order to continuously assess the need to capitalise development expenditure, ongoing development pro- jects are monitored at a central level and broken down into multi‑stage project phases. If the requirements according to IAS 38 are fulﬁlled from a particular pro- ject phase, the associated expenditure is capitalised as internally generated intangible assets. Otherwise, the expenses for research and non-capitalised development services are recognised in proﬁt or loss as incurred. Capitalised development expenditure is amortised on a straight-line basis over its useful life of three to seven years. The useful life is determined on the basis of the estimated use of the technologies in line with technical progress or on the basis of the speciﬁc application of the development on current platforms. Amortisation methods and useful lives are reviewed at each report- ing date and adjusted as necessary. Intangible assets from development projects not yet available for use are tested for impairment annually. 2.3 Property, plant and equipment Property, plant and equipment, except from right‑of‑use assets under leases (IFRS 16), are measured at cost less any accumulated depreciation and any accumu- lated impairment losses. To the extent relevant, cost includes the estimated costs of site dismantlement, removal and restoration of the asset. Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their useful lives and is generally recognised in proﬁt or loss. Land is not depreciated. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows: Useful lives of property, plant and equipment Buildings 10 to 33 years Furniture and ﬁxtures, oﬃce equipment 3 to 13 years IT equipment 4 years Leasehold improvements 10 years Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 74 NOVEM ANNUAL REPORT 2024/25 proceeds from disposal with the carrying amount of property, plant and equipment. These gains and losses are recognised in other operating income or other oper- ating expenses. The residual values, useful lives and depreciation meth- ods of assets are reviewed at the end of each ﬁnancial year and adjusted as necessary. 2.4 Impairment of assets Non-ﬁnancial assets According to IAS 36, non‑ﬁnancial assets with ﬁnite useful lives are assessed at the end of each reporting period to determine whether there is any indication that an asset may be impaired, e.g. particular events or market developments indicating a possible impair- ment. The carrying amounts of intangible assets with indeﬁnite useful lives as well as intangible assets not yet available for use are tested for impairment at the end of each reporting period. For impairment testing, assets that cannot be individu- ally assessed are grouped into the smallest identiﬁable group of assets generating cash in‑ﬂows through continuing use, which are largely independent of the cash in‑ﬂows from other assets or groups of assets (cash-generating units). Within the Group, the smallest identiﬁable group of assets is usually at the level of individual entities. If any such indication exists, or in cases where annual impairment testing is required, the recoverable amount of the asset is estimated. If the recoverable amount of an asset or corresponding cash-generating unit is less than its carrying amount, an impairment loss is recognised. The resulting difference between the car- rying amount and recoverable amount is recognised as an expense in proﬁt or loss. Measuring recoverable amount The recoverable amount of an asset or a cash-generat- ing unit is the higher of its fair value less costs to sell and its value in use. Value in use is measured by dis- counting the estimated future cash ﬂows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. The discount rate is a pre‑tax rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the asset. For assets to which cash ﬂows cannot be directly allo- cated, the recoverable amount of the cash-generating unit to which the asset belongs is determined. Financial assets The Group mainly recognises allowances for expected credit losses for: • trade receivables measured at amortised cost • contract assets Loss allowances for trade receivables and contract assets are always measured at an amount equal to life- time expected credit losses (ECL). Lifetime expected credit losses are ECL that result from all possible default events over the expected life of a ﬁnancial instrument. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. To assess whether the credit risk of a ﬁnancial asset since initial recognition has signiﬁcantly increased and to evaluate expected credit losses, the Group consid- ers reasonable and supportable information which is relevant and available without undue cost or effort. This covers both quantitative and qualitative information and analysis which is based on past experience of the Group and in-depth assessments, including forward- looking information. The Group assumes that the credit risk on a ﬁnancial asset has increased signiﬁcantly when it is more than 30 days past due. The Group considers a ﬁnancial asset in default when it is unlikely that the borrower will be able to repay its loan commitment to the Group in full, without the Group having to resort to measures such as the sale of col- lateral (should it exist). Measurement of expected credit losses Expected credit losses are deﬁned as the weighted average of credit losses with the respective risks of a default occurring as the weights. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between all contractual cash ﬂows that are due to an entity in accordance with the contract and all cash ﬂows that the entity expects to receive). Expected credit losses are measured within the Group based on a classiﬁcation of trade receivables and assets by customer, refer to section 5.4 for further details. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 75 NOVEM ANNUAL REPORT 2024/25 Presentation of impairment for expected credit losses in the statements of ﬁnancial position and consolidated statement of comprehensive income Impairment losses on trade receivables measured at amortised cost and on ﬁnancial assets are deducted from the gross carrying amount of the assets. The expected credit losses are presented in other operating expenses of the Consolidated statement of comprehensive income. Impairment The gross carrying amount of a ﬁnancial asset is fully or partially impaired if – according to an appropriate assessment – the Group does not assume that the ﬁnancial asset can be partly or wholly recovered. In this regard, the Group makes an individual assessment as to the point in time and amount of the impairment. 2.5 Leases At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. For all classes of assets in the context of leases, the Group has decided – pursuant to IFRS 16.15 – not to separate non-lease components and instead to recog- nise lease and non-lease components as a single lease component. At the commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at cost commensurate with the initial measurement of the lease liability, adjusted by the payments made on or before the commencement date plus any initial direct costs and estimated costs for the dismantling or removal of the underlying assets or the restoration of the underlying assets or site where the asset is located, less any received lease incentives. The right‑of‑use asset is subsequently depreciated using the straight-line method from the commence- ment date to the end of the lease term unless the lease transfers ownership of the underlying asset to the Group at the end of the lease term or the cost of the right‑of‑use asset reﬂects that the Group will exercise a purchase option. In that case, the right-of-use asset is depreciated over the useful life of the underlying asset, which is determined in line with the requirements for property, plant and equipment. In addition, the right‑of‑ use asset is continually tested for impairment where necessary and adjusted by speciﬁed remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be read- ily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. To determine its incremental borrowing rate, the Group obtains interest rates from a bank and makes corre- sponding adjustments to account for the lease condi- tions and type of asset. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments resulting from a change in an index or (interest) rate, when there is a change in the Group’s estimate of the amounts expected to be payable under a residual value guarantee, when the Group changes its assessment of whether it will exercise a purchase, renewal or termina- tion option or when there is a revised in‑substance ﬁxed lease payment. The Group presents right-of-use assets for leases in property, plant and equipment and lease liabilities in other ﬁnancial liabilities. Furthermore, the Group has decided not to report right-of-use assets and lease liabilities for leases based on low-value assets as well as for short-term leases pursuant to IFRS 16.6. The Group recognises the lease payments associated with these leases in the Consolidated statement of comprehensive income as other operating expenses on a straight-line basis over the term of the lease. 2.6 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the moving average cost method. Inventories also include tools at Novem as the beneﬁ- cial ownership of tools does not usually lie with Novem. The tools must be presented as inventories under cur- rent assets until they are transferred to the OEM. In accordance with IAS 2.10, the cost of inventories shall comprise all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 76 NOVEM ANNUAL REPORT 2024/25 2.7 Other assets One-off participations in the development costs of auto- mobile manufacturers are recognised as assets by the Group. The exclusive position occupied vis-à-vis busi- ness partners means that these payments are recouped through future serial business and the resulting revenue. Based on these contract conditions, payments are rec- ognised continually as reducing revenue from the start of serial production and the asset is correspondingly written down. The write-down is recognised in this regard as the ratio of goods already supplied to the expected total amount of goods to be provided. Furthermore, contract assets are created through the production of customised serial parts, as there is no alternative use for these serial parts. In this regard, a legal claim exists for payment of the work rendered thus far should the customer terminate the contract. Consequently, control over these goods (pursuant to IFRS 15) is transferred over time, which is also why the corresponding revenue is to be recognised over time. If the Group has not yet received consideration in this regard for the transferred goods and at the same time there is no unconditional right to payment, the corre- sponding contract assets are recognised. 2.8 Cash and cash equivalents Cash and cash equivalents mainly include cash and other highly liquid ﬁnancial investments with a term of not more than three months. Petty cash and cash in banks are stated at nominal value. 2.9 Financial instruments Deﬁnition of initial recognition A ﬁnancial instrument is any contract that gives rise to a ﬁnancial asset of one entity and a ﬁnancial liability or equity instrument in another entity. Financial instru- ments are recognised as soon as the Group becomes a party to the ﬁnancial instrument contract. A ﬁnancial asset (unless it is a trade receivable without a sig- niﬁcant ﬁnancing component) or ﬁnancial liability is initially measured at fair value. In the case of an item not measured at fair value through proﬁt or loss, trans- action costs are added that are directly attributable to its acquisition or issue. A trade receivable without a signiﬁcant ﬁnancing component is initially measured at the transaction price. Subsequently, ﬁnancial assets and liabilities are measured according to the category to which they are assigned to. Financial assets All purchases and sales of ﬁnancial assets are recog- nised as of the trading day, i.e. on that date upon which the Group is obliged to acquire the assets. Financial assets with a remaining maturity of more than one year are classiﬁed as non‑current. All ﬁnancial assets not classiﬁed as measured at amor- tised cost (FAAC) or ﬁnancial assets measured at fair value through other comprehensive income (FAFVOCI) based on their contractual cash ﬂow characteristics and the business model they are held in are classiﬁed as ﬁnancial assets measured at fair value through proﬁt and loss (FAFVTPL). This includes all derivative ﬁnan- cial assets and trade receivables sold in the context of factoring agreements. The following is applicable for the subsequent meas- urement of ﬁnancial assets and the associated gains and losses: Financial assets at amortised cost are measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses as well as impairment losses are recognised as other operating expenses or income. A gain or loss from derecognition is recognised in proﬁt or loss (in other operating income or other operating expenses). The Group derecognises a ﬁnancial asset when the con- tractual rights to the cash ﬂows from the asset expire, or it transfers the rights to receive the contractual cash ﬂows in a transaction in which substantially all of the risks and rewards of ownership of the ﬁnancial asset are transferred. Assets are also derecognised when the Group neither transfers nor retains substantially all the risks and rewards of ownership and does not retain control of the transferred asset. In order to recognise incoming payments in a timely manner, the Group partially sells its trade receiva- bles – mainly from automobile manufacturers and their suppliers – to a bank. Due to Novem’s continuing involvement, the trade receivables are to be derecog nised except for the amount of the ﬁrst loss guarantee. The so-called Seller Guarantee is a limited default guar- antee under which Novem is liable for up to 2% of the average monthly outstanding trade receivables in the total portfolio. This amount continues to be recognised as an asset and as a liability to banks. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 - ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 77 NOVEM ANNUAL REPORT 2024/25 Financial liabilities Except for derivative ﬁnancial instruments, the Group measures ﬁnancial liabilities at amortised cost (FLAC) using the effective interest method. Derivative ﬁnancial instruments The Group uses derivative ﬁnancial instruments to hedge currency risks resulting during the course of operations. Derivative products are measured at fair value upon ini- tial recognition. Derivatives are subsequently measured at fair value (FLFVPL/FAFVPL). Any changes therein are generally recognised in other operating expenses or other operating income. The Group does not apply hedge accounting according to IFRS 9. 2.10 Other provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obliga- tion, whose amount can be estimated reliably, and it is probable that an out‑ﬂow of economic beneﬁts will be required to settle the obligation (probability of occur- rence is greater than 50%). Warranty obligations may arise on account of statutory stipulations, an agreement or ex-gratia arrangements. Provisions are recognised for expected claims arising from warranty obligations. Utilisation of the provision can be expected in particular if the warranty has not yet expired, if warranty expenditure was incurred in the past or if there are speciﬁc signs of warranty cases. Depending on the facts of the situation, the warranty risk is derived either using individual estimates or empirical values from the past, for which a correspond ing provision is recognised. The Group does not offer any further warranties beyond this in terms of addi- tional maintenance and services. Thus, the warranties are Assurance Type Warranties, which – in accordance with IAS 37 – are to be recognised and which do not fall within the scope of IFRS 15. Provisions for restructuring expenses are recognised when the Group has set up and communicated a detailed formal plan for restructuring and has no real- istic possibility of withdrawing from these obligations. Should the recognition criteria for provisions not be sat- isﬁed, then a contingent liability is shown in the notes if certain conditions are met. 2.11 Employee beneﬁts There are deﬁned beneﬁt obligations within the Group. Pursuant to IAS 19, pension obligations are measured using the projected unit credit method on the basis of actuarial reports. The present value of beneﬁciaries’ future claims is estimated using actuarial methods on the basis of the beneﬁts earned by staff in the current and preceding periods. The required actuarial calcula- tions are made in the Group by external actuaries. Actuarial gains and losses from measuring the obliga- tion are recognised in other comprehensive income and shown separately in the consolidated statement of comprehensive income. Expenses from the unwinding of discounts on deﬁned beneﬁt obligations as well as interest income (net interest expense) are shown under ﬁnance income/costs. The service cost is taken into account in personnel expenses, although past service costs are recognised immediately in proﬁt or loss. - Payments to deﬁned contribution plans are recognised as an expense when employees have rendered the work entitling them to the beneﬁts. To the extent necessary, these are shown as a liability on the reporting date. 2.12 Proﬁt-sharing rights of members of management The Group established cash-settled share-based pay- ment agreements for members of the Management Board. The Performance Share Plan is granted in annual tranches of virtual shares with a respective performance period of four years. According to IFRS 2, for cash‑settled share‑based payment transactions, the Group has to measure the liability incurred at the fair value of the liability. The fair value of the share-based payments of the Performance Share Plan has been measured at the end of each quar- ter by using a Monte-Carlo-Simulation. Any changes in the liability are recognised in proﬁt or loss. 2.13 Revenue recognition Revenue is recognised for all contracts with customers on the sale of goods or rendering of services according to the ﬁve‑step model speciﬁed under IFRS 15. The model speciﬁes that revenue as of a point in time (or over time) of transfer of control of the goods or services from the entity to the customer is to be rec- ognised in the amount to which the entity is expected to be entitled. The Group usually concludes multiple-element con- tracts with customers which contain more than one CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 78 NOVEM ANNUAL REPORT 2024/25 performance obligation. In this regard, two or more agreements are generally combined as these are negotiated as a package with one single economic purpose. The agreements relate to the sale of trim and function elements, the provision of development services as well as construction of tools necessary for the production of the trim and function elements. Whereas in the case of the agreements for providing development services and the construction of tools, signing of the contract generally satisﬁes the criteria of an agreement pursuant to IFRS 15, a contract within the meaning of IFRS 15 is typically established for agreements for the delivery of serial parts only as of the date of initial delivery of serial parts. In the case of subsequent, later deliveries, this then involves contract modiﬁcations that are to be accounted for separately from the contracts. As part of multiple-element contracts, the Group has identiﬁed the following performance obligations: • the provision of development services and the sale of tools necessary for the production of serial parts • sale of serial parts • with respect to the sale of tools, the Group car- ries out maintenance of these tools, which will be invoiced separately to the OEM Warranty obligations always constitute assurance-type warranties that are recognised according to IAS 37. The transaction price includes the fair value of the received or receivable consideration, taking into account rebates or volume discounts granted in the serial process, which – to the extent necessary – are estimated based on historical experience, as well as an appropriate allocation of one-off payments rendered upfront (e.g. participation in the development work of the OEM). When determining the transaction price, the promised consideration is adjusted for the interest effect of any potentially existing ﬁnancing component. To account for the time value of money (adjustment of promised consideration), the group uses a discount rate that would be reﬂected in a separate ﬁnancing transaction. In subsequent periods, interest income is recognised on an accrual basis using the effective interest method and presented as ﬁnance income. The expected-cost-plus-a-margin approach is used for estimating the stand-alone selling prices as part of allocating the transaction price to the individual performance obligations. The one-off payments to be paid by the Group grant the Group an exclusive position as supplier and can be recouped through sales from the related agreement. In terms of the type of revenue recognition, it is neces- sary to differentiate between performance obligations that are fulﬁlled over time and those that are fulﬁlled at a point in time. Performance obligations that are satisﬁed at a point in time The Group is commissioned by customers to develop special tools, which are sold to the customer upon completion. In such constellations, the development work and subsequent sale of the tools constitute one single performance obligation. The associated revenue is recognised upon completion and sale of the tool to the customer, i.e. at a point in time. The point in time of revenue recognition from the sale of tools generally corresponds – depending on the respective customer contract and respective order – to the date of delivery or acceptance, as control of the good transfers as of this point in time to the customer and the Group has thus fulﬁlled its contractual perfor- mance obligation. Advance payments received from customers for tools are shown as contract liabilities under other liabilities. Performance obligations that are satisﬁed over time The Group is commissioned by the customer to manu- facture customised serial parts. An asset with no alter- native use generally arises when the serial part is highly customised for a particular customer. Furthermore, in such cases, the Group has an enforceable right to pay- ment for services rendered to date. As a result, revenue for these serial parts is recognised over time and the contract asset for this is recognised, amounting to at least any costs of performance completed to date plus a reasonable proﬁt margin. The payment terms contractually agreed on with all customers (series and tools) are generally between 30 and 90 days. Revenue from service agreements is recognised over time in those periods in which the service is rendered. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 79 NOVEM ANNUAL REPORT 2024/25 2.14 Finance income/costs The Group’s ﬁnance income and ﬁnance costs include: • interest income • interest expenses • foreign currency gains and losses • expenses and income from measuring certain ﬁnancial instruments at fair value Interest income and expense are recognised on an accrual basis using the effective interest method. 2.15 Income taxes The tax assessment is generally made at the level of the individual circumstances, taking into account any interactions that may exist. If the recognition of the tax treatment is probable, the current and deferred taxes are recognised on this basis. If, on the other hand, rec- ognition is uncertain (not probable), the most probable amount that would be recognised for tax purposes is used, unless the expected value of different scenarios leads to more meaningful results. Full knowledge of the facts by the tax authorities is always assumed. The assumptions and decisions made are reviewed at each reporting date and, if necessary, adjusted on the basis of new ﬁndings. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the ﬁnan- cial year, based on the tax rates applicable or shortly to become applicable on the reporting date, and any adjustment to tax payable for prior years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reﬂects uncertainty related to income taxes, if any. Cur- rent tax also includes any tax arising from dividends. Deferred taxes Deferred tax is recognised in respect of temporary dif- ferences between the carrying amounts of assets and liabilities in the statements of ﬁnancial position and the amounts used for taxation purposes. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the associated tax beneﬁts will be realised. Impair- ment losses are reversed if the probability of generating taxable earnings in the future increases. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable proﬁt will allow the deferred tax asset to be recovered. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 80 NOVEM ANNUAL REPORT 2024/25 3 Notes to the consolidated statements of ﬁnancial position 3.1 Intangible assets The development of the Group’s carrying amounts of intangible assets is shown in the following table for ﬁnancial years 2023/24 and 2024/25: Concessions, industrial property rights and similar rights and assets as well as licenses to such rights Advance payments and assets acquired for Internally generated and assets under in € thousand a consideration intangible assets construction Intangible assets Cost As of 01 Apr 23 7,430 2,271 - 9,702 Currency differences -1 - - -1 Additions 566 36 542 1,144 Disposals -1,801 - - -1,801 Reclassiﬁcations 56 - - 56 As of 31 Mar 24 6,249 2,307 542 9,099 As of 01 Apr 24 6,249 2,307 542 9,099 Currency differences -16 - - -16 Additions 671 108 59 838 Disposals -211 - - -211 Reclassiﬁcations 477 - -477 - As of 31 Mar 25 7,170 2,415 123 9,709 Accumulated amortisation As of 01 Apr 23 6,579 694 - 7,272 Currency differences 1 - - 1 Amortisation expenses 516 274 - 790 Disposals -1,801 - - -1,801 As of 31 Mar 24 5,295 968 - 6,262 As of 01 Apr 24 5,295 968 - 6,262 Currency differences -14 - - -14 Amortisation expenses 458 227 - 685 Disposals -211 - - -211 As of 31 Mar 25 5,528 1,195 - 6,722 Carrying amount As of 31 Mar 24 955 1,339 542 2,837 As of 31 Mar 25 1,642 1,220 123 2,987 CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 81 NOVEM ANNUAL REPORT 2024/25 Additions to intangible assets in the ﬁnancial year 2024/25 amounted to €838 thousand compared to €1,144 thousand in the ﬁnancial year 2023/24. The additions included €59 thousand (PY: €542 thousand) from advance payments and assets under construc- tion. The reclassiﬁcation of advance payments and assets under construction of €-477 thousand resulted from capitalisation of the SAP S/4HANA project, which was launched in ﬁnancial year 2024/25. Purchased intangible assets Purchased concessions, patents, licenses, trademarks and similar rights and assets mainly concern expenses for third parties in connection with the acquisition of application software. No impairment losses were recognised for purchased intangible assets in the ﬁnancial years 2023/24 and 2024/25. Internally generated intangible assets Research costs and non-capitalisable development costs are expensed as incurred. Internally generated intangible assets amounted to €1,220 thousand as of 31 March 2025 (31 March 2024: €1,339 thousand). This largely involves the development of electronic compo- nents in the trim part and lighting concepts in car inte- riors as well as the development of sensor elements. The Group differentiates between customer-based and non-customer-based (internal) development work in this regard. Internal development work that can be used across customers is recognised as internally generated intangible assets if the corresponding rec- ognition criteria are met and the assets are amortised over their expected useful life. No impairment losses were recognised for internally generated intangible assets in the ﬁnancial years 2023/24 and 2024/25. In the ﬁnancial year 2024/25, the Group recognised research and development expenses of €1,123 thou- sand (PY: €1,098 thousand), which are included in other operating expenses. Amortisation expenses for capitalised internal development projects amounted to €227 thousand (PY: €274 thousand). 3.2 Property, plant and equipment in € thousand 31 Mar 24 31 Mar 25 Land, leasehold rights and buildings, including 97,939 82,126 buildings on third-party land Thereof right-of-use 52,338 38,278 assets from leases Technical equipment and 75,172 71,025 machinery Thereof right-of-use 26 18 assets from leases Other equipment, operating 13,289 11,523 and oﬃce equipment Thereof right-of-use 5,543 4,764 assets from leases Advance payments and 7,507 6,757 assets under construction Property, plant and 193,907 171,431 equipment Property, plant and equipment include right‑of‑use assets due to the application of IFRS 16 (Leases). Please refer to section 5.10 for additional information on future lease payments. During the ﬁnancial year 2024/25, the Group invested €20,351 thousand (31 March 2024: €43,431 thousand) in property, plant and equipment. The increased prior‑ year amount was mainly attributable to the extension of lease terms for buildings. The additions included €4,508 thousand (31 March 2024: €2,949 thousand) from advance payments and assets under construction. No impairment losses were recognised in the ﬁnancial year 2024/25 (PY: €707 thousand). The development of the Group’s carrying amounts of property, plant and equipment is shown in the following table for the ﬁnancial years 2023/24 and 2024/25. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 82 NOVEM ANNUAL REPORT 2024/25 Land, leasehold Advance rights and buildings, Technical Other equipment, payments and including buildings equipment and operating and assets under Property, plant in € thousand on third-party land machinery oﬃce equipment construction and equipment Cost As of 01 Apr 23 156,215 293,086 55,118 6,969 511,388 Currency differences -140 -3,384 -359 -71 -3,954 Additions 26,744 8,295 5,443 2,949 43,431 Disposals -3,845 -13,821 -5,465 - -23,130 Reclassiﬁcations 310 1,710 48 -2,125 -56 As of 31 Mar 24 179,285 285,885 54,785 7,722 527,678 As of 01 Apr 24 179,285 285,885 54,785 7,722 527,678 Currency differences -6,770 -1,653 -591 -214 -9,228 Additions 2,704 8,964 4,175 4,508 20,351 Disposals -4,054 -536 -3,258 -2 -7,850 Reclassiﬁcations 1,057 4,074 86 -5,217 - As of 31 Mar 25 172,221 296,734 55,198 6,797 530,950 Accumulated depreciation As of 01 Apr 23 74,084 210,950 41,198 40 326,272 Currency differences -590 -2,580 -368 1 -3,537 Depreciation expenses 10,737 16,110 6,021 2 32,870 Thereof impairment losses 705 - - 2 707 Disposals -2,886 -13,570 -5,379 - -21,835 Reclassiﬁcations - -196 25 171 - As of 31 Mar 24 81,346 210,714 41,497 214 333,771 As of 01 Apr 24 81,346 210,714 41,497 214 333,771 Currency differences -681 -1,077 -277 -1 -2,036 Depreciation expenses 9,535 16,426 5,476 - 31,436 Thereof impairment losses - - - - - Disposals -104 -525 -3,021 -2 -3,652 Reclassiﬁcations - 171 - -171 - As of 31 Mar 25 90,095 225,709 43,675 40 359,519 Carrying amount As of 31 Mar 24 97,939 75,172 13,289 7,507 193,907 As of 31 Mar 25 82,126 71,025 11,523 6,757 171,431 3.3 Inventories in € thousand 31 Mar 24 31 Mar 25 Raw materials and 34,320 31,124 consumables Work in process 10,757 9,910 Finished goods and 11,069 12,135 merchandise Tools 39,471 40,837 Advance payments for tools 3,784 1,240 Advance payments for raw 35 39 materials Inventories 99,436 95,285 The majority of inventories consisted of tools as well as raw materials and consumables. Inventories that are expected to be turned over within 12 months amounted to €95,285 thousand (31 March 2024: €99,436 thousand). As of 31 March 2025, the inventories included write-downs amounting to €4,931 thousand (31 March 2024: €5,272 thousand). The change is reﬂected in increase or decrease in ﬁnished goods and work in process and cost of materials. In the case of write-downs, marketability, age as well as all apparent storage and inventory risks are taken into account. Since there is no alternative use option for the ﬁnished parts on stock as of the reporting date, for which there are also ﬁrm purchase commitments by the OEMs, an adjustment was made to the inventories in the amount of €8,665 thousand (31 March 2024: €11,078 thou- sand), which is reﬂected in decrease in ﬁnished goods and work in process based on recognition of revenue over time under IFRS 15, together with the recognition CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 83 NOVEM ANNUAL REPORT 2024/25 of contract assets amounting to €10,162 thousand (31 March 2024: €12,402 thousand), which is reﬂected in revenue. 3.4 Trade receivables Trade accounts receivables included the following items: in € thousand 31 Mar 24 31 Mar 25 Trade receivables 91,449 82,609 Expected credit losses on -336 -317 trade receivables Trade receivables 91,113 82,292 Non-current 49,789 45,121 Current 41,324 37,171 Trade receivables are mainly receivables from con- tracts with customers. The overall decrease in receivables was primarily driven by lower business volumes. On 27 June 2024, a business partner declared insol- vency, triggering a write-down of the related receivables in ﬁnancial year 2024/25, which is also reﬂected in other operating expenses (refer to section 4.6). Factoring Two of the Group’s subsidiaries, Novem Car Interior Design GmbH and Novem Car Interior Design Inc., par- ticipate in a revolving multi-seller securitisation vehicle for its trade receivables. In conjunction with a factoring agreement, receivables were sold to a bank at a purchase price of €41,214 thousand as of 31 March 2025 (31 March 2024: €44,313 thousand), of which €900 thousand (31 March 2024: €911 thousand) represented a limited Seller Guarantee (2% of the average outstanding nominal amount of the European sold receivables). The Seller Guarantee represents the Group’s maximum exposure to any losses in respect of trade receivables previously sold under the factoring programme. These receivables were carried at fair value through proﬁt or loss until the date of their disposal. The Group concluded that it does not control, and there- fore should not consolidate, the securitisation vehicle. Taken as a whole, the Group does not have power over the relevant activities of the securitisation vehicle. Expected credit losses Trade receivables are written down in full or in part when there are indications that they are not recoverable. Fur- thermore, in accordance with IFRS 9, expected credit losses for trade receivables which are not measured at fair value through proﬁt or loss are calculated on a portfolio basis (refer here also to section 5.4). For this purpose, Novem groups the receivables by individual customers. The expected default rates for each coun- terparty are provided by an external rating agency. This individual probability of default per customer is applied uniformly throughout the Novem Group. Current external credit information and ratings that reﬂect the prevalent expectations regarding the potential impact of global economic developments were used for the consolidated ﬁnancial statements as of 31 March 2025. An additional adjustment of the valuation allowance was thus not required under this model. The allowances for trade accounts receivables devel- oped as follows: in € thousand FY 2023/24 FY 2024/25 Loss Loss allowance allowance As of 01 Apr 1,609 336 Additions 75 16 Reversals -1,350 -34 Used - - Exchange rate effects 2 -1 As of 31 Mar 336 317 The reversal effect in the prior year resulted primar- ily from a change in the external rating provider. The provider’s approach resulted in a more precise rating overall, which led to slightly better probabilities of default, but had a disproportionately positive effect on the expected credit losses due to the long-term nature of the corresponding tooling receivables. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 84 NOVEM ANNUAL REPORT 2024/25 3.5 Other receivables The Group’s other receivables comprise the following components: in € thousand 31 Mar 24 31 Mar 25 From VAT 24,954 15,736 From employees 694 424 From payroll tax 21 17 From social security 64 111 From advance payment 524 383 receivables From ﬁnancial assets 169 1,432 Others 3,573 10,231 Other receivables 29,999 28,334 The majority were receivables from tax authorities. This resulted from regular offsetting and notiﬁcation of paid and received VAT. The increase in ﬁnancial assets was mainly caused by derivatives. As of 31 March 2025, the amounts shown in the column Others included income tax receivables primarily resulting from advance tax payments in the amount of €9,527 thousand (31 March 2024: €2,618 thousand) and other operating receiva- bles amounting to €704 thousand (31 March 2024: €955 thousand). 3.6 Cash and cash equivalents in € thousand 31 Mar 24 31 Mar 25 Cash on hand 38 29 Cash at banks 141,476 150,068 Cash and cash equivalents 141,514 150,097 Cash and cash equivalents are not subject to any restrictions. The amount corresponds to the value shown in the Consolidated statement of cash ﬂows. Cash and cash equivalents are concentrated at Novem Beteiligungs GmbH, which operates a group‑wide cash pooling system. 3.7 Other assets in € thousand 31 Mar 24 31 Mar 25 Current Non-current Total Current Non-current Total Prepaid expenses 758 12 770 1,206 8 1,214 Miscellaneous other assets - 362 362 - 260 260 Contract assets 14,939 - 14,939 12,268 1,983 14,251 Contribution to develop for future supply 3,917 12,735 16,652 1,796 14,857 16,653 contracts Other assets 19,614 13,109 32,723 15,270 17,108 32,378 Other assets contain only non‑ﬁnancial assets. Other non‑ﬁnancial non‑current assets of €17,108 thousand (31 March 2024: €13,109 thousand) primarily comprised development contributions for future supply contracts and contract assets. in € thousand FY 2023/24 FY 2024/25 As of 01 Apr 12 8 Additions 3 1 Reversals -7 -4 Used - - As of 31 Mar 8 5 The presented other non‑ﬁnancial current assets amounting to €15,270 thousand (31 March 2024: €19,614 thousand) mainly included prepaid expenses as well as contract assets, i.e. acquired right to consid- eration for already satisﬁed performance obligations from contracts with customers as of the reporting date. Contract assets are reclassiﬁed as trade receivables as soon as there is an unconditional right to receive cash, which is obtained upon invoicing the customer for the quantities actually delivered. In this regard, €12,431 thousand were reclassiﬁed in 2024/25 (31 March 2024: €13,689 thousand) from contract assets to trade receivables. The expected credit losses on contract assets (refer also to section 5.4), which are shown within other operating expenses, developed as follows on Group level: CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 85 NOVEM ANNUAL REPORT 2024/25 3.8 Equity Please refer to the Consolidated statement of changes in equity for detailed information on changes in consoli- dated equity. Overall, the equity position changed from €89,887 thousand at the end of the last ﬁnancial year to €93,944 thousand, which mainly resulted from proﬁt for the year and, on the contrary, from changes in other comprehensive income or loss. Share capital As of 31 March 2025, the share capital of the Company amounted to €430 thousand (31 March 2024: €430 thousand) and is divided into 43,030,303 ordinary shares (31 March 2024: 43,030,303 ordinary shares) in a dematerialised form with no nominal value. All ordi- nary shares rank equally with regard to the Company’s residual assets. Each share represents a par value of €0.01 in the Company’s share capital. All shares are fully paid. Holders of these shares are entitled to divi- dends as declared from time to time and are entitled to one vote per share at general meetings of the Company. Authorised capital The authorised capital of the Company is set at €520,000 thousand divided into 52,000,000 shares with no nominal value. The Management Board is author- ised to increase the current issued capital up to the amount of the authorised capital, in whole or in part, from time to time during ﬁve years following the accord- ing General Shareholders’ Meeting on 30 June 2021. Authorisation for repurchase of own shares On 30 June 2021, the extraordinary General Sharehold- ers’ Meeting of the Company resolved to authorise the Management Board to effect on one or several occa- sions repurchases and disposals of shares on the regulated market on which the Company’s shares are admitted for trading, or by such other means resolved by the Management Board during a period of ﬁve years from the date of the General Shareholders’ Meeting, for a maximum number corresponding to 20% of the ordi- nary shares of the Company, within a price range from a price per share not lower than 10% below the shares’ oﬃcial price reported in the trading session on the day before carrying out each individual transaction; to a price per share no higher than 10% above the shares’ oﬃcial price reported in the trading session on the day before carrying out each individual transaction. During the ﬁnancial year 2024/25, the Company did not buy any of its own shares. Capital reserves The capital reserves amounted to €539,594 thousand as of 31 March 2025 (31 March 2024: €539,594 thou- sand). Directly attributable transaction costs of €1,209 thousand (31 March 2024: €1,209 thousand) were rec- ognised and thus diminished the capital reserves. In this context, deferred tax assets of €103 thousand (31 March 2024: €187 thousand) were recognised. Retained earnings/accumulated losses Retained earnings amounted to €-446,514 thousand as of 31 March 2025 (31 March 2024: €-459,222 thou- sand). Retained earnings comprise the past undistrib- uted net income and other comprehensive income of the companies included in the consolidated ﬁnancial statements. The negative amount primarily resulted from a recapitalisation and a related Group re-organi- sation in the ﬁnancial year 2019/20. Difference in equity from currency translation The statements of ﬁnancial position and of total com- prehensive income for all foreign subsidiaries whose functional currency is not the Euro are translated into Euro. The currency translation differences arising are recognised in other comprehensive income and reported in the currency translation reserve in equity; they amounted to €434 thousand as of 31 March 2025 (31 March 2024: €9,085 thousand). The change resulted from differences in currency translation of €-8,651 thousand (31 March 2024: €-1,562 thousand). Dividend The Management Board, in agreement with the Supervi- sory Board, will propose the suspension of the dividend payment for the ﬁnancial year 2024/25 at the Annual General Meeting on 21 August 2025. At the Annual General Meeting on 22 August 2024, the shareholders approved the Management Board’s proposal not to distribute a dividend for the ﬁnancial year 2023/24. The total dividend payout in prior year amounted to €49,485 thousand and thus corresponded to a payout ratio of 99.0% of the consolidated net proﬁt. It con- sisted of an ordinary dividend of €0.40 per share as well as a special dividend of €0.75 per share, which resulted in a total dividend of €1.15 per share (ordinary plus special) for the ﬁnancial year 2022/23. 3.9 Employee beneﬁts The Group grants its staff in and outside of Ger- many pension and other post‑employment beneﬁt CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 86 NOVEM ANNUAL REPORT 2024/25 entitlements, which are either deﬁned contribution or deﬁned beneﬁt pension plans. In this regard, besides the ongoing contributions, the deﬁned contribution plans do not lead to any further payment obligations. The pension provision for the deﬁned beneﬁt plans is generally calculated using the projected unit credit method. Under this projected unit credit method, expected future increases in salaries and pensions are taken into account in addition to the pensions and vested entitlements known as of the reporting date. The present value of the obligation (Deﬁned Beneﬁt Obligation or DBO) is determined by discounting the future expected cash out‑ﬂows using a discount rate that is based on the returns on high‑quality ﬁxed‑rate corporate bonds in the same currency. In doing so, the underlying corporate bonds are used to derive a yield curve and the related discount rate is determined using the term of the future obligations. Deﬁned beneﬁt plans The signiﬁcant deﬁned beneﬁts are in Germany and include staff’s entitlements to retirement beneﬁts in the case of disability or upon reaching retirement age – and also in the event of death in individual cases. The general commitment speciﬁes payments for a standard basic sum, which rises by a ﬁxed amount for each year of service completed. Furthermore, there are various individual commitments in Ger- many based on ﬁnal salary. The beneﬁt entitlements applicable to Germany encompassed deﬁned beneﬁt obligations amounting to €24,830 thousand as of 31 March 2025 (31 March 2024: €26,398 thousand) and thus accounted for 91.5% of the total obligation (31 March 2024: 91.2%). The deﬁned beneﬁt obligations in Germany included €812 thousand as of 31 March 2025 (31 March 2024: €204 thousand) in respect of partial retirement (Altersteilzeit or ATZ) arrangements, which are treated as other long-term beneﬁts for IAS 19 pur- poses. There are retirement beneﬁt obligations in Italy, Slovenia and Mexico with entitlement to capital sums based on statutory regulations. In addition, employees in Mexico are entitled to a statutory seniority provision termination beneﬁt, which functions in a similar way to the retirement indemnity and is also included with an amount of €504 thousand (31 March 2024: €472 thousand). The risks associated with the deﬁned beneﬁt plans essentially include the usual risks of deﬁned beneﬁt pension plans relating to possible changes to the dis- count rate and, to a lesser extent, inﬂation trends and longevity. In order to limit the risks of changing capital market conditions and demographic developments, the most recent general pension plan was closed to new entrants in Germany in 2015. The speciﬁc risks of salary-based obligations within the Group are minimal. The present value of the deﬁned beneﬁt obligations developed as follows: in € thousand FY 2023/24 FY 2024/25 Present value of the beneﬁt 27,044 28,942 obligations on 01 Apr Current service cost 812 957 Past service cost (credit) 94 -297 Interest expense 1,131 1,089 Employer’s direct beneﬁt -1,813 -1,176 payments Actuarial gains (‑)/ 1,576 -2,154 losses (+) Thereof on account of changes to demographic -129 -41 assumptions Thereof on account of changes to ﬁnancial 1,710 -1,938 assumptions Thereof on account of experience-based -5 -175 adjustments Effects of changes in 98 -233 foreign exchange rates Present value of the beneﬁt 28,942 27,128 obligations on 31 Mar CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 87 NOVEM ANNUAL REPORT 2024/25 The employee beneﬁt expense for deﬁned beneﬁt plans recognised in proﬁt or loss consisted of the following: in € thousand FY 2023/24 FY 2024/25 Current service cost 812 957 Past service cost (credit) 94 -297 Service cost 906 660 Interest expense 1,131 1,089 Pension and similar obligations expense for 2,037 1,749 beneﬁt plans The past service credit reported in FY 2024/25 resulted from a material reduction in Slovenian employees ter- minated without any beneﬁt payments being due. The pensions and similar obligations provision was as follows: in € thousand FY 2023/24 FY 2024/25 Present value of beneﬁt entitlements from beneﬁt 28,942 27,128 plans Financing status 28,942 27,128 Pension and similar obliga- 28,942 27,128 tions provision on 31 Mar The beneﬁts paid out in the ﬁnancial year 2024/25 amounted to €1,176 thousand (PY: €1,813 thou- sand). Payments amounting to €1,572 thousand are expected for 2025/26, which are directly rendered by the employer. The pensions and similar obligations provision devel oped as follows: in € thousand FY 2023/24 FY 2024/25 Pension and similar obliga- 27,044 28,942 tions provision on 01 Apr Pension expense 2,037 1,749 Actuarial gains (‑)/losses (+) recognised in other 1,576 -2,154 comprehensive income Employer’s direct beneﬁt -1,813 -1,176 payments Effects of changes in 98 -233 foreign exchange rates Pension and similar obliga- 28,942 27,128 tions provision on 31 Mar Actuarial gains and losses are recognised directly in other comprehensive income. They are part of retained earnings and will never be reclassiﬁed to proﬁt or loss. The actuarial assumptions for calculating the Group’s pension and similar obligations are shown below: 31 Mar 24 31 Mar 25 Discount rate 3.9% 4.2% Salary trend/growth of 2.8% 2.8% pension expectancies Future pension growth 2.2% 2.0% Life expectancy from age 65 (in years) – Obligations in Germany Retiring today (member age 20.9 / 24.3 21.0 / 24.4 65) – male/female Retiring in 20 years (member 23.6 / 26.5 23.8 / 26.6 age 45) – male/female - The ﬁnancial assumptions shown above are rounded weighted averages. The discount rate for liabilities relating to Germany was set to 3.97% (31 March 2024: 3.66%), including 4.01% for pension beneﬁts and 2.82% for partial retirement beneﬁts. For Italy and Slovenia, the discount rates used on 31 March 2025 were 3.07% and 3.81% respectively (31 March 2024: 3.65% and 3.55%). For Mexico, a dis- count rate of 10.50% was used on 31 March 2025 (31 March 2024: 9.50%). Heubeck’s 2018 G guideline tables were used as the demographic basis for calculations in Germany – the resulting life expectancy ﬁgures as of 31 March 2025 and 31 March 2024 are shown in the previous table for comparison. An increase or decrease in the discount rate by 25 basis points would impact the present value of the total ben- eﬁt entitlements as of 31 March 2025 as follows: in € thousand 31 Mar 25 Change in present value of the beneﬁt entitlements if the discount rate were to be 25 basis points -892 higher discount rate were to be 25 basis points 944 lower CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 88 NOVEM ANNUAL REPORT 2024/25 A decrease or increase in assumed life expectancy by one year would impact the present value of the ben- eﬁt entitlements in Germany1 as of 31 March 2025 as follows: in € thousand 31 Mar 25 Change in present value of the beneﬁt entitlements if the life expectancy were to be 1 year higher 948 life expectancy were to be 1 year lower -965 An increase or decrease in the pension progression by 25 basis points would impact the present value of the beneﬁt entitlements as of 31 March 2025 as follows: in € thousand 31 Mar 25 Change in present value of the beneﬁt entitlements if the pension progression were to be 25 basis 713 points higher pension progression were to be 25 basis -683 points lower The weighted average duration of the deﬁned beneﬁt obligations on 31 March 2025 was 15 years (31 March 2024: 15 years). Deﬁned contribution plans The amounts for the Group’s statutory pension insur- ance are treated as deﬁned contribution plans pursuant to IAS 19. Expenses amounting to €8,822 thousand 1 Since changes in life expectancy have no or minimal impact on capital commitments outside of Germany, the beneﬁt entitlements abroad are not taken into account. were reported in the ﬁnancial year 2024/25 (PY: €9,956 thousand) in the Czech Republic, Germany, Italy, Lux- embourg, Slovenia and the US, which are reﬂected in personnel expenses. 3.10 Tax liabilities Income tax in € thousand Current liabilities Change in tax liabilities As of 01 Apr 23 19,056 19,056 Used -21,214 -21,214 Addition 9,748 9,748 Exchange rate difference 1 1 As of 31 Mar 24 7,591 7,591 As of 01 Apr 24 7,591 7,591 Used -11,630 -11,630 Addition 5,156 5,156 Exchange rate difference -61 -61 As of 31 Mar 25 1,056 1,056 The amount presented under used includes tax pay- ments made during the period, some of which relate to advance payments for future tax periods. As a result, the amount shown in the used column may exceed the opening balance. The Group is subject to income taxes in different juris- dictions. Therefore, key assumptions are necessary to consider the various tax legislations and determine the global income tax liability. The Group might be subject to tax risks attributable to previous tax assessment periods and might be subject to unanticipated tax expenses in relation to previous tax assessment periods that have not yet been subject to a tax audit or are currently subject to a tax audit. It cannot be ruled out that tax authorities may apply a different approach in ongoing and/or future tax audits from the one adopted by the Group, which may lead to an additional tax expense and/or payment, which could have a material and adverse effect on the business, ﬁnancial condition and results of operations. The Group recognises potential risks related to uncer- tain tax positions in accordance with IFRIC 23. Pillar 2 is not applicable as the conditions for its application are not met. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 89 NOVEM ANNUAL REPORT 2024/25 3.11 Other provisions The provisions cover all identiﬁable risks and other uncertain obligations. The provisions are shown in the following in each case broken down into non-current and current provisions. The non-current provisions developed as follows: Other Obligations from Employee non-current in € thousand sales beneﬁts Other risks provisions As of 01 Apr 23 267 1,106 - 1,373 Used -267 -20 - -287 Reversal - - - - Addition - 243 955 1,198 Discounting of provision - - - - Exchange rate difference - - - - Reclassiﬁcation to current provisions - - - - As of 31 Mar 24 - 1,329 955 2,284 As of 01 Apr 24 - 1,329 955 2,284 Used - -131 -301 -432 Reversal - - -103 -103 Addition - 629 - 629 Discounting of provision - - - - Exchange rate difference - - -95 -95 Reclassiﬁcation to current provisions - -10 - -10 As of 31 Mar 25 - 1,817 456 2,273 The non-current provisions amounted to €2,273 thou- sand as of 31 March 2025 (31 March 2024: €2,284 thousand) and are expected to fall due between one and ﬁve years. Of this amount, €1,817 thousand (31 March 2024: €1,329 thousand) were attributable to provisions in the personnel area. This amount is divided into jubilee pro- visions and partial retirement obligations that exist in Germany (refer to section 3.9). These personnel-related obligations relate to long-service awards, which are calculated using actuarial reports. A further amount of €456 thousand (31 March 2024: €955 thousand) was attributable to provisions for dismantling obligations of leased buildings. The decline of €-404 thousand was mainly due to the plant closure in Bergamo (Italy). Prior year’s provisions attributable to the sales area primarily included risks arising from warranty claims. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 90 NOVEM ANNUAL REPORT 2024/25 The development of current provisions is set out in the table below: Obligations from Employee Other current in € thousand sales beneﬁts Other risks provisions As of 01 Apr 23 41,596 1,853 3,244 46,693 Used -2,380 -272 -913 -3,565 Reversal -12,933 -57 -25 -13,015 Addition 7,336 903 466 8,705 Exchange rate difference -27 71 5 49 Reclassiﬁcation from non‑current provisions - - - - As of 31 Mar 24 33,592 2,498 2,777 38,867 As of 01 Apr 24 33,592 2,498 2,777 38,867 Used -1,735 -1,104 -66 -2,905 Reversal -12,789 -170 -1,601 -14,560 Addition 6,826 873 378 8,077 Exchange rate difference -110 -163 - -273 Reclassiﬁcation from non‑current provisions - 10 - 10 As of 31 Mar 25 25,784 1,944 1,488 29,216 Current provisions as of 31 March 2025, which were recognised for uncertain obligations within one year, included in particular provisions from obligations from the personnel and sales areas as well as other risks of €29,216 thousand (31 March 2024: €38,867 thousand). The provisions attributable to the sales area included especially risks arising from warranty claims, price risks and not yet ﬁnalised customer debit notes. The outstanding customer debit notes recognised in the consolidated ﬁnancial statements relating to price or quantity differences, as well as quality deﬁciencies, were based on assumptions or estimates made on account of ongoing customer negotiations or previous experience with customers. The personnel-related obligations related largely to provisions for partial retirement beneﬁts, severance payments and performance-based obligations. Management’s best estimate was used as a basis when measuring warranty provisions. These are esti- mated based on past experience with respect to the Group’s liability. Speciﬁc individual cases are also taken into account. The remaining risks primarily involved a number of discernible individual risks and uncertain liabilities that were accounted for at their probable settlement amounts. The largest part of the provisions that were reversed stemmed from uncertain liabilities that are no longer required. In ﬁnancial year 2023/24, the decision was made to close the production in Bergamo (Italy). After the restructuring was completed, an amount of €398 thousand was reversed from provisions in ﬁnancial year 2024/25, which was divided into releases from provisions for dismantling obligations, provisions for severance payments and relocation costs. In the last ﬁnancial year 2023/2024, Novem decided to carry out restructuring measures in Vorbach (Germany), which consequently led to employee redundancies. The total amount of the restructuring costs, mainly con- sisting of severance payments and costs, related to a transfer company, amounted to €3,552 thousand. As the restructuring measures had been completed, the remaining provisions for employee beneﬁts of €161 thousand were reversed through proﬁt or loss. It is expected that all current provisions will be used during the course of the following ﬁnancial year. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 91 NOVEM ANNUAL REPORT 2024/25 3.12 Financial liabilities in € thousand 31 Mar 24 31 Mar 25 Current Non-current Total Current Non-current Total Liabilities to banks 1,165 248,754 249,919 984 249,288 250,272 Financial liabilities 1,165 248,754 249,919 984 249,288 250,272 Total current and non‑current ﬁnancial liabilities amounted to €250,272 thousand as of 31 March 2025 (31 March 2024: €249,919 thousand). In June 2021, a new term loan agreement for €310,000 thousand in total (€250,000 thousand as a term loan and €60,000 thousand as a revolving credit facility) was entered into between Novem Group S.A. and an interna- tional syndicate of banks. Accordingly, the reﬁnancing was implemented as of 23 July 2021 by the drawdown of the term loan of €250,000 thousand and matures in July 2026. After the deduction of transaction costs and pro rata interest incurred, €249,288 thousand (31 March 2024: €248,754 thousand) of the liabilities to banks of €250,272 thousand (31 March 2024: €249,919 thou- sand) related to the utilised term loan. The remaining amount of €984 thousand (31 March 2024: €1,165 thousand) mainly resulted from the Seller Guarantee derived from factoring as described in section 3.4. 3.13 Other ﬁnancial liabilities Other ﬁnancial liabilities were composed as follows: in € thousand 31 Mar 24 31 Mar 25 Other current ﬁnancial liabilities Lease liabilities 7,295 6,503 Other non-current ﬁnancial liabilities Lease liabilities 49,229 41,562 Other ﬁnancial liabilities 56,524 48,065 The liabilities to leases contained changes due to cash out‑ﬂow of €1,986 thousand in the ﬁnancial year 2024/25 (PY: €11,370 thousand), which resulted from an adverse effect of a cash-effective reduction of €-7,727 thousand and an opposing currency effect of €5,741 thousand. The reduction of the total lease liabilities resulted primarily from contract modiﬁcations to building contracts and other current leases as well as from a currency translation effect in the amount of €3,294 thousand (PY: €425 thousand). The lease liabilities of €48,065 thousand as of 31 March 2025 (31 March 2024: €56,524 thousand) pri- marily arose from leasing land and buildings (refer to section 5.10). 3.14 Other non-ﬁnancial liabilities Other non‑ﬁnancial liabilities break down as follows: in € thousand 31 Mar 24 31 Mar 25 Other current liabilities Employee-related liabilities 8,753 5,551 VAT 4,739 2,987 Other liabilities 6,581 8,583 Contract liabilities 21,111 13,190 Other current liabilities 41,184 30,311 Other non-current liabilities Other liabilities 4,377 2,890 Other non-current liabilities 4,377 2,890 Current non‑ﬁnancial liabilities amounted to €30,311 thousand as of 31 March 2025 (31 March 2024: €41,184 thousand). This item included especially contract liabilities in the form of advance payments received for tools, VAT liabilities as well as personnel- related liabilities, which were recognised in the context of social security for social insurance contributions still outstanding. In addition, the OEMs’ development con- tributions are shown under other liabilities. Non‑current non‑ﬁnancial liabilities amounted to €2,890 thousand as of the reporting date (31 March 2024: €4,377 thousand). These primarily related to the OEMs’ development contributions. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 92 NOVEM ANNUAL REPORT 2024/25 The following table shows the signiﬁcant changes in contract liabilities which always have a duration of less than one year: in € thousand FY 2023/24 FY 2024/25 Revenue recognised in the ﬁnancial year that was inclu- ded in the carrying amount of 23,454 15,958 the contract liabilities at the beginning of the ﬁnancial year Increase in the ﬁnancial year on account of advance pay- 13,003 8,037 ments for tools 3.15 Trade payables Trade payables comprise outstanding obligations from the exchange of the Group’s goods and services. Out- standing invoices and liabilities for deliveries received are reported in accordance with their character under trade payables. Trade payables amounted to €49,061 thousand on the reporting date (31 March 2024: €45,455 thousand). The increase was mainly driven by the maturity of liabilities and partly by cash ﬂow management. 3.16 Deferred liabilities/accruals in € thousand 31 Mar 24 31 Mar 25 Personnel-related accruals 11,887 10,946 Outstanding invoices for 18,630 17,840 trade payables Costs related to the year-end audit and annual 3,280 2,254 ﬁnancial statements Other deferred liabilities 2,140 1,910 Deferred liabilities/accruals 35,937 32,950 Non-current 2,025 1,913 Current 33,912 31,037 Accruals are disclosed under other liabilities. Accru- als are liabilities to pay for goods or services already received which have not been paid or invoiced by the supplier. These largely comprised outstanding obligations within the Group from the exchange of goods and services as well as on account of personnel-related accruals, which mainly include matters such as leave not yet taken, Christmas and holiday pay or performance-related salary components. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 93 NOVEM ANNUAL REPORT 2024/25 4 Explanatory notes on the consolidated statement of comprehensive income 4.1 Revenue In the ﬁnancial year 2024/25, Novem generated total revenue of €541,464 thousand (PY: €635,509 thou- sand), which marks a -14.8% decrease compared to last year. The distribution of revenue among the locations is provided in Geographical information in section 5.9. As in previous years, the wood surface area accounted for the largest share of Novem’s success, followed by aluminium and premium synthetics. Revenue can be broken down by the surface areas mentioned below: in € thousand FY 2023/24 FY 2024/25 Wood 512,467 432,590 Aluminium 87,579 79,599 Premium synthetics 35,463 29,275 Revenue 635,509 541,464 Revenue Series developed negatively in the ﬁnancial year 2024/25 and recorded at €465,888 thousand, down by -15.8% compared to the same reporting period last year (PY: €553,053 thousand). Revenue Series gen- erated 86.0% of total revenue (PY: 87.0%) and remained the key pillar of the business. Revenue Tooling, which comprises performance obli- gations for development work and the subsequent sale of tools as well as maintenance activities, contributed €75,576 thousand to total revenue for the ﬁnancial year 2024/25 (PY: €82,456 thousand). This corresponds to a year-on-year decrease of -8.3% or €-6,880 thousand. Revenue within the Group can be allocated to business areas as follows: in € thousand FY 2023/24 FY 2024/25 Revenue Series 553,053 465,888 Revenue Tooling 82,456 75,576 Revenue 635,509 541,464 The following breakdown determines the type of rev- enue recognition, as revenue from Series and revenue from Tooling relating to maintenance activities are considered to be goods and services transferred over time, while revenue from the development work and subsequent sale of tools must be classiﬁed as goods and services transferred at a point in time: in € thousand FY 2023/24 FY 2024/25 Goods and services 557,662 467,669 transferred over time Goods and services 77,847 73,795 transferred at a point in time Revenue 635,509 541,464 There was also a corresponding adjustment of revenue in the amount of €2,812 thousand (PY: €2,316 thou- sand) on account of current contract terms, whereby, on the start of production (SOP) on some platforms, the revenue recognised is reduced in line with the units delivered and the asset for the development contribu- tions is reversed accordingly. Novem expects that revenue for its delivery obligations not (or only partially) fulﬁlled at the end of the ﬁnancial year will be recognised within a year and therefore applies the practical expedient in IFRS 15.121. 4.2 Other operating income in € thousand FY 2023/24 FY 2024/25 Income from the disposal of property, plant and equip- 188 3 ment and intangible assets Foreign currency translation 5,034 4,777 gains Income from charging out 2,714 985 to third parties Other income 10,966 11,490 Other operating income 18,902 17,255 Other operating income decreased in the ﬁnancial year 2024/25 by €‑1,647 thousand from €18,902 thousand to €17,255 thousand year-on-year. Other operating income mainly included €4,777 thousand (PY: €5,034 thousand) currency translation effects as well as €985 thousand (PY: €2,714 thousand) income from charg- ing out to third parties. Other income included €11,039 thousand (PY: €9,387 thousand) income from reversal of provisions, €156 thousand (PY: €415 thousand) income from other periods as well as €39 thousand (PY: €634 thousand) insurance reimbursements. 4.3 Cost of materials The cost of materials includes the expenses for raw materials, consumables and purchased goods/ser- vices. For further information on inventories, refer to section 3.3. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 94 NOVEM ANNUAL REPORT 2024/25 in € thousand FY 2023/24 FY 2024/25 Cost of raw materials and consumables and of 281,731 255,476 purchased goods Cost of purchased services 21,551 16,609 Cost of materials 303,282 272,085 The reported cost of materials decreased by -10.3% (PY: ‑14.5%) year‑on‑year. The decline contrasts with a contraction in sales of ‑14.8% (PY: ‑9.3%). Hence, the cost of materials to output (total operating perfor- mance) ratio increased slightly to 50.1% (PY: 48.9%). In conjunction with the lower turnover, the cost of mate- rials also diminished, as inventories are at a reduced level in connection with the current demand. 4.4 Personnel expenses The high level of vertical integration means personnel expenses in the Group account for a considerable por- tion of total expenses. The personnel expenses include social security, pension and other beneﬁts. In ﬁnancial year 2024/25, personnel expenses decreased due to the closure of the production in Bergamo (Italy) and the restructuring of the German location in Vorbach. Management’s compensation as well as those of staff in managerial positions is designed with variable com- ponents in differing proportions. The variable payments are based on fulﬁlling the Group’s revenue and earnings targets as well as on individual objectives. in € thousand FY 2023/24 FY 2024/25 Wages and salaries 146,505 126,155 Social security 24,833 22,598 Pension expense 1,908 1,366 Personnel expenses 173,246 150,119 The personnel expenses ratio (personnel expenses to total operating performance) decreased slightly com- pared to the previous year and equalled 27.6% (PY: 27.9%). The table below sets forth the number of employees (by headcount including headquarters and exclud- ing leased workers, interns and students) the Group employed as of the dates indicated for each of the regions in which the Group operates: 31 Mar 24 31 Mar 25 Europe 2,434 2,126 Americas 1,780 1,804 Asia 673 579 Number of employees 4,887 4,509 On average, the Group had 4,686 employees (PY: 5,236 employees) in the ﬁnancial year 2024/25, exclud- ing leased workers, interns and students. These can be divided into direct and indirect personnel. Direct personnel are employees who are directly involved in producing goods or production-related services. Indi- rect personnel are employees who support the produc- tion, service process and business operations but do not work directly on the product (e.g. administration, maintenance). In 2024/25, Novem had 2,865 direct per- sonnel (PY: 3,268 direct personnel) and 1,821 indirect personnel (PY: 1,968 indirect personnel) on average. 4.5 Amortisation, depreciation and impairment losses in € thousand FY 2023/24 FY 2024/25 Intangible assets 790 685 Property, plant and 32,870 31,436 equipment Thereof impairment 707 - losses Thereof right-of-use 9,940 8,474 assets from leases Amortisation, depreciation 33,660 32,122 and impairment losses Amortisation and depreciation of €32,122 thou- sand was recognised in the ﬁnancial year 2024/25 (PY: €33,660 thousand). No impairment losses were recognised on right‑of‑use assets in the ﬁnancial year 2024/25 (PY: €707 thousand). CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 95 NOVEM ANNUAL REPORT 2024/25 4.6 Other operating expenses Other operating expenses included especially: in € thousand FY 2023/24 FY 2024/25 Order-related expenses 19,401 16,268 Legal and advisory fees 9,465 7,816 Maintenance expenses 9,574 7,506 Personnel-related expenses 7,500 5,981 Leasing and rent expenses 2,835 3,572 Expenses for insurance, 3,377 3,260 feeds and contribution Other services 5,165 3,872 Expenses for environmen- 1,605 1,255 tal protection Expenses from foreign cur- 4,975 4,850 rency translation Expenses relating to other 816 102 periods Loss allowance on receiva- - 4,392 bles and contract assets Other expenses 4,767 4,453 Other operating expenses 69,480 63,327 Other operating expenses decreased in the ﬁnancial year 2024/25 by €‑6,153 thousand from €69,480 thou- sand to €63,327 thousand. Other operating expenses mainly included order-related expenses, which mostly consisted of outgoing freight expenses totalling €11,063 thousand (PY: €13,281 thousand). Other ser- vices amounting to €3,872 thousand (PY: €5,165 thou- sand) mainly contained security and cleaning expenses. The remaining expenses amounting to €4,453 thou- sand (PY: €4,767 thousand) primarily included IT, vehicle and telephone costs. The loss allowance on receivables amounting to €4,392 thousand in ﬁnancial year 2024/25 was primarily caused by the insolvency of a business partner (refer to section 3.4). 4.7 Finance income/costs The ﬁnancial result amounted to €‑17,654 thousand in the ﬁnancial year 2024/25 (PY: €‑12,571 thousand). Finance income in € thousand FY 2023/24 FY 2024/25 Interest income 5,872 4,671 Income from currency 1,504 17 translation Finance income 7,376 4,688 Finance income amounted to €4,688 thousand in the ﬁnancial year 2024/25 (PY: €7,376 thousand) and was largely attributable to interest income from customer tooling of €2,025 thousand (PY: €3,080 thousand) as well as interest income from banks of €2,646 thousand (PY: €2,792 thousand). This item also included income from foreign currency translation of €17 thousand (PY: €1,504 thousand). Finance costs in € thousand FY 2023/24 FY 2024/25 Interest paid to banks 13,619 13,777 Transaction costs directly attributable to the issue of a 595 535 ﬁnancial liability Interest expense from 1,175 1,128 discounting of provisions Interest expense arising 1,165 1,754 from leases Other interest expenses 3,317 2,818 Expenses from currency 76 2,330 translation Finance costs 19,947 22,342 The ﬁnance costs of €22,342 thousand in the ﬁnancial year 2024/25 (PY: €19,947 thousand) mainly resulted from interest paid to banks, other interest expenses and currency translation expenses. With the exception of the interest expense from the discounting of pro- visions, interest expenses were calculated using the effective interest method. 4.8 Tax expenses The income tax expense for the ﬁnancial years 2023/24 and 2024/25 can be broken down as follows: in € thousand FY 2023/24 FY 2024/25 Current taxes 12,688 8,208 Current taxes prior years 364 1,055 Deferred taxes -1,077 5,085 Taxes on income 11,975 14,348 CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 96 NOVEM ANNUAL REPORT 2024/25 Deferred taxes totalling €5,085 thousand can be broken down into €5,402 thousand from interest car- ryforwards, loss carryforwards and tax credits with an offsetting effect of €-317 thousand resulting from temporary differences. The Group tax rate remained at 26.9% and is based on a corporation tax rate of 15.0% and a solidarity surcharge of 5.5% on the corporation tax as well as a trade tax rate of 11.1% (PY: 11.1%). Reconciliation of the income taxes in the ﬁnancial years 2023/24 and 2024/25 using a total tax rate of 26.9% (PY: 26.9%) (corporation tax and trade tax of the main country of operations being Germany) to the income tax expense shown in the consolidated statement of comprehensive income was as follows: in € thousand FY 2023/24 FY 2024/25 Proﬁt/loss before tax 46,756 25,479 Combined German tax rate 26.9% 26.9% (%) Tax expense at combined 12,591 6,857 German tax rate Causes for additional amounts/shortfalls Non-deductible expenses 4,040 5,047 Tax-exempt income -317 -39 Tax income/expense 728 1,055 relating to other periods Tax rate differential -3,284 -3,774 Other effects -1,783 5,202 Disclosed expense for 11,975 14,348 income taxes The disclosed income tax expense of €14,348 thousand was higher than the expected income tax expense of €6,857 thousand. The tax impact of non-deductible expenses consisted pri- marily of expenses that are non-deductible in the deter- mination of the taxable proﬁts in Germany and effects resulting from the Mexican maquiladora structure. The tax effect reported as a tax rate differential reﬂects the difference between the Group tax rate of 26.9% rel- evant to the Group and the tax rates applicable to the individual subsidiaries in varying countries. Other effects amounting to €5,202 thousand arose mainly from the depreciation of deferred tax assets in the amount of €4,451 thousand on the interest car- ryforward in Germany. Deferred tax claims are only to be reported if it is likely that future taxable income can be offset against tax credits, interest and losses carried forward. In the case of tax credits and losses carried forward, a planning period of four years is used, based on the most recent budget planning of the Group. In Slovenia, tax credits amounted to €920 thousand (PY: €1,103 thousand), on which deferred tax assets were capitalised. For the current ﬁnancial year, deferred tax assets in Germany were not recognised for the interest carryforward (PY: €21,399 thousand). Tax losses carried forward, which can be applied indeﬁ- nitely, in the amount of €9,286 thousand (PY: €8,980 thousand) existed in Italy and Slovenia. Deferred tax assets of €7,827 thousand (PY: €718 thousand) have not been recognised because it is not probable from a short‑term perspective that future taxable proﬁts will be available against which the Group can use the beneﬁts therefrom. Deferred tax assets and liabilities resulted from tempo- rary differences in the following items in the statements of ﬁnancial position and are broken down as follows: in € thousand FY 2023/24 FY 2024/25 Property, plant and equipment and 5,108 3,349 intangible assets Receivables and other 240 1,417 assets Tax interest carryfor- ward, loss carryforward, 6,765 1,356 tax credits Liabilities 6,898 5,653 Provisions 5,669 4,244 Deferred income tax 24,680 16,019 assets (gross) Offset 14,093 10,752 Deferred income tax 10,587 5,267 assets Property, plant and equipment and 7,620 5,502 intangible assets Receivables and other 7,032 3,739 assets Liabilities 316 2,784 Provisions 478 444 Deferred income tax 15,446 12,469 liabilities (gross) Offset 14,093 10,752 Deferred income tax 1,353 1,716 liabilities Deferred income tax asset 9,234 3,551 (net) CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 97 NOVEM ANNUAL REPORT 2024/25 In accordance with IAS 12.81(f), deferred taxes on outside basis differences were not recognised in the current year and in the previous year and amounted to €11,181 thousand (PY: €10,446 thousand). No income tax consequences arose from the distribution of divi- dends to the Company’s shareholders. In ﬁnancial year 2024/25, deferred taxes of €579 thousand (PY: €‑473 thousand) resulting from deﬁned beneﬁt plans were recognised in other comprehensive income and €0 (PY: €0) directly in equity. Amounts recognised in other comprehensive income in € thousand FY 2023/24 FY 2024/25 Remeasurements of deﬁned -1,576 2,154 beneﬁt liability (before taxes) Tax expense 473 -579 Net of tax -1,103 1,576 4.9 Earnings per share The earnings per share for the ﬁnancial year ended 31 March 2025 amounted to €0.26 (PY: €0.81). Earnings per share are calculated by dividing the proﬁt for the period attributable to shareholders of the parent by the weighted average numbers of shares issued in the reporting period. FY 2023/24 FY 2024/25 Proﬁt attributable to share- holders of the parent 34,781 11,132 (in € thousand) Number of weighted shares 43,030,303 43,030,303 Earnings per share basic (in €) 0.81 0.26 Earnings per share diluted (in €) 0.81 0.26 CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 98 NOVEM ANNUAL REPORT 2024/25 5 Other disclosures 5.1 Working capital Trade working capital is, amongst others, a key per- formance indicator to track the Group’s operating performance. It is neither required by nor presented in accordance with IFRS Accounting Standards as adopted by the EU. It is also not a measure of ﬁnancial performance under IFRS Accounting Standards as adopted by the EU and should not be considered as an alternative to other indicators of operating perfor- mance, cash ﬂow or any other measure of performance derived in accordance with IFRS Accounting Standards as adopted by the EU. The following table shows the amounts of the working capital broken down by balance sheet class position: in € thousand 31 Mar 24 31 Mar 25 Inventories non-tooling 56,180 53,209 Receivables from third 35,106 25,288 parties Payables to third parties (-) 40,173 43,756 Trade working capital 51,113 34,741 Tooling net 67,270 74,832 Contract assets 14,947 14,256 Working capital 133,330 123,829 The table shows the reconciliation of working capital: in € thousand 31 Mar 24 31 Mar 25 Inventories 99,436 95,285 Tools -39,471 -40,837 Advance payments for -3,785 -1,239 tools Inventories non-tooling 56,180 53,209 Receivables from third 91,113 82,292 parties Trade receivables > 1 year -49,789 -45,121 Trade receivables tooling -6,218 -11,883 Receivables from third 35,106 25,288 parties Trade payables 45,455 49,061 Trade payables and -5,282 -5,305 services tooling Payables to third parties (-) 40,173 43,756 Trade working capital 51,113 34,741 Inventories tooling 39,471 40,837 Current trade receivables 6,218 11,883 tooling Non-current trade receiva- 49,789 45,121 bles tooling Tooling-related trade -5,282 -5,305 payables Advance payments tooling 3,784 1,239 Current received advance -21,110 -13,190 payments tooling Other provisions -5,600 -5,753 Tooling net 67,270 74,832 Contract assets 14,939 14,251 ECL contract assets 8 5 Contract assets 14,947 14,256 Working capital 133,330 123,829 Total working capital amounted to €123,829 thou- sand as of 31 March 2025, representing a decrease of €-9,501 thousand compared to 31 March 2024 with €133,330 thousand. This decrease was mainly driven by a combination of lower receivables from third par- ties and inventories non-tooling, an increase in trade payables and contrary a lower amount of advance payments received for tooling. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 99 NOVEM ANNUAL REPORT 2024/25 5.2 Financial instruments The following table shows the carrying amounts and fair values of the ﬁnancial instruments broken down by balance sheet class and category: in € thousand 31 Mar 24 31 Mar 25 Carrying Carrying Financial assets by classiﬁcation Category amount Fair value amount Fair value Trade receivables FAAC 85,798 85,798 72,369 72,369 Trade receivables within the scope of factoring FAFVTPL 5,315 5,315 9,923 9,923 agreements Seller Guarantee FAFVTPL 911 911 900 900 Derivatives with positive market values FAFVTPL 169 169 1,432 1,432 Cash and cash equivalents FAAC 141,514 141,514 150,097 150,097 Financial liabilities by classiﬁcation Trade payables FLAC 45,455 45,455 49,061 49,061 Liabilities to banks (non-derivative) FLAC 249,8681 252,470 250,2722 252,769 Liabilities to banks (derivative) FLFVTPL 50 50 92 92 Lease liabilities FLAC 56,524 56,524 48,065 48,065 Summary by category FAAC 227,312 227,312 222,466 222,466 FAFVTPL 6,395 6,395 12,255 12,255 FLAC 351,847 354,449 347,398 349,895 FLFVTPL 50 50 92 92 1 Including the Seller Guarantee in the amount of €911 thousand. 2 Including the Seller Guarantee in the amount of €900 thousand. The fair value for liabilities to banks (non-derivative) was calculated by discounted cash ﬂows. The valuation model considers the present value of expected pay- ments, discounted using a risk-adjusted discount rate. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 100 NOVEM ANNUAL REPORT 2024/25 The following table provides an overview of the clas- siﬁcation of ﬁnancial instruments within the fair value hierarchy: 31 Mar 24 31 Mar 25 in € thousand Level 11 Level 22 Level 33 Level 11 Level 22 Level 33 Financial assets Trade receivables within the scope of factoring - 5,315 - - 9,923 - agreements Seller Guarantee - 911 - - 900 - Derivatives with positive market values - 169 - - 1,432 - Financial liabilities Derivative ﬁnancial instruments - 50 - - 92 - 1 Measurement of fair value based on quoted prices (non‑adjusted) for these or identical instruments on active markets. 2 Measurement of fair value based on inputs that are either directly (i.e. as prices) or indirectly (i.e. derived from prices) observable on active markets. 3 Measurement of fair value based on inputs that do not represent any observable market data. There were no transfers between the different levels of the fair value hierarchy in the ﬁnancial year 2024/25. Fair value is the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. The following methods and assumptions were used to estimate fair values in the ﬁnancial year: The invoice amount of receivables is used as a reason- able approximation for the fair value of trade receiva- bles in conjunction with factoring agreements. For trade receivables not subject to factoring arrange- ments and for cash and cash equivalents, given their maturity, it is assumed that the carrying amount is a reasonable approximation of fair value due to their predominantly short-term nature. Similarly, for trade payables and other ﬁnancial liabilities, it is assumed that the carrying amount is the fair value. The fair values of the derivative ﬁnancial instruments in the form of forward exchange contracts with banks are determined using the present value method based on market prices. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 101 NOVEM ANNUAL REPORT 2024/25 The following table shows net gains and losses from ﬁnancial instruments by category: Derivatives Fair value Currency with positive Seller in € thousand Interest measurement translation Impairment market values Guarantee FY 2023/24 FAAC 5,872 - 59 -738 - - FLAC 14,214 - - - - - FLFVTPL - 50 - - - - FAFVTPL - - - - 1691 911 FY 2024/25 FAAC 4,671 - -74 4,392 - - FLAC 14,311 - - - - - FLFVTPL - 92 - - - - FAFVTPL - - - - 1,4322 900 1 In addition to the €169 thousand derivatives with positive market values reported as of 31 March 2024, €237 thousand in realised proﬁts were generated during the ﬁnancial year 2023/24. 2 In addition to the €1,432 thousand derivatives with positive market values reported as of 31 March 2025, €947 thousand in realised losses were recognised during the ﬁnancial year 2024/25. Interest income and expense on ﬁnancial assets and liabilities accounted for at amortised cost is included in interest income on ﬁnancial assets and in interest expense on ﬁnancial debt (refer to section 4.7). 5.3 Share-based payments The Management Board members of Novem Group S.A. participate in a long-term incentive (Performance Share Plan) in the form of virtual shares. The Performance Share Plan is classiﬁed according to IFRS 2 as cash‑ settled share-based payment. The Performance Share Plan is granted in annual tranches of virtual shares with a respective perfor- mance period of four years. Deviating from this, the performance period of the ﬁrst tranche (tranche 2021) started on the day of the listing of Novem Group S.A. (IPO) and ended on 31 March 2025. The second tranche (tranche 2022) started at the beginning of ﬁnancial year 2022/23 and will end on 31 March 2026. The third tranche (tranche 2023) started at the begin- ning of ﬁnancial year 2023/24 and will end on 31 March 2027. The fourth tranche (tranche 2024) started at the beginning of ﬁnancial year 2024/25 and will end on 31 March 2028. The conditionally granted number of virtual shares at the beginning of the performance period is calculated for each tranche by dividing a contractually deﬁned individual target amount by the start share price of the share of Novem Group S.A. (arithmetic mean of the closing prices of the stock during the last 60 trading days prior to the start of the performance period). The ﬁnal number of virtual shares is determined by mul- tiplying the total target achievement by the condition- ally granted number of virtual shares. The total target achievement depends on the target achievement of the two ﬁnancial ﬁgures relative Total Shareholder Return (70% weighting) and EBIT margin (30% weighting). The target achievement of relative Total Shareholder Return and EBIT margin can range between 0% and 150%. In order to determine the payout in cash, the ﬁnal num- ber of virtual shares is multiplied by the end share price of the share of Novem Group S.A. (arithmetic mean of the closing prices of the stock during the last 60 trading days prior to the end of the performance period) plus the sum of the dividends disbursed during the perfor- mance period. The payout is capped at 200% of the contractually deﬁned individual target amount. The ﬁrst tranche of the Performance Share Plan was allocated to Management Board members of Novem Group S.A. for the ﬁnancial year 2021/22 and the num- ber of conditionally granted virtual shares amounted to 40,826. The award was subject to a four-year vesting period ending in 2024/25. Since the performance condi- tions were not met by the end of the vesting period, the tranche was forfeited and no shares will be awarded. Consequently, the cumulative expense of €87 thousand previously recognised in connection with this award was reversed through proﬁt or loss in 2024/25 under personnel expenses. The corresponding provision was CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 102 NOVEM ANNUAL REPORT 2024/25 derecognised accordingly. This accounting treatment is in line with IFRS 2.19, which requires the reversal of expenses when awards are forfeited due to non- fulﬁlment of vesting conditions. The second tranche was awarded for the ﬁnancial year 2022/23 comprising 60,384 conditionally granted vir- tual shares, resulting in a provision of €169 thousand as of 31 March 2025 (31 March 2024: €254 thousand). The third tranche was awarded for the ﬁnancial year 2023/24 with a total number of 83,288 conditionally granted virtual shares, corresponding to a provision of €240 thousand as of 31 March 2025 (31 March 2024: €268 thousand). The fourth tranche was awarded for the ﬁnancial year 2024/25 with a total number of 83,584 conditionally granted virtual shares, corresponding to a provision of €157 thousand as of 31 March 2025 (31 March 2024: €0). These provisions have been included in non-current deferred liabilities (refer to section 3.16). In total, the expenses for ﬁnancial year 2024/25 amounted to €25 thousand (PY: €319 thousand). The fair value of the Performance Share Plan to calcu- late expenses and provisions was determined by using a Monte-Carlo-Simulation. The expected volatility has been based on the average of the median volatility of SDAX companies (term-congruent) and the historical volatility of Novem for the period available. The fair value and the inputs used in the assessment of the fair value as of 31 March 2025 were as follows: Valuation as of Tranche Tranche Tranche 31 March 2025 2022 2023 2024 Performance 1 Apr 22 – 1 Apr 23 – 1 Apr 24 – period 31 Mar 26 31 Mar 27 31 Mar 28 Start share price Novem €11.25 €9.06 €6.64 Group S.A. Remaining duration of 1.0 year 2.0 years 3.0 years performance period Expected 49.2% 45.4% 49.5% annual volatility Risk-free annual 2.0% 2.0% 2.1% interest rate Expected target achievement for internal 100% 100% 100% target EBIT margin Fair value per €2.80 €3.10 €3.07 virtual share For comparative purposes, the fair value and inputs used in the assessment of the fair value as of 31 March 2024 were as follows: Valuation as of Tranche Tranche Tranche 31 March 2024 2021 2022 2023 Performance 19 Jul 21 – 1 Apr 22 – 1 Apr 23 – period 31 Mar 25 31 Mar 26 31 Mar 27 Start share price Novem €16.46 €11.25 €9.06 Group S.A. Remaining duration of 1.0 year 2.0 years 3.0 years performance period Expected 41.3% 49.7% 43.1% annual volatility Risk-free annual 3.4% 2.8% 2.5% interest rate Expected target achievement for internal 100% 100% 100% target EBIT margin Fair value per €2.96 €5.27 €5.10 virtual share 5.4 Risk reporting Management of ﬁnancial risks The Group is exposed to a wide range of risks and opportunities within the scope of its business activi- ties. Its business operations are focused on seizing opportunities and identifying and controlling the related risks early on. Group-wide risk management aims to identify risks based on operations as early as possible CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 103 NOVEM ANNUAL REPORT 2024/25 to take appropriate and effective steps to manage or avoid these risks. The Group is exposed to the following risks in particular: • liquidity risks • credit risks • ﬁnancial market risks (exchange rate risks and interest rate risks) The Group’s management has overall responsibility for establishing and overseeing the Group’s risk manage- ment system. The Finance department is responsible for developing and monitoring the risk management system and reports regularly on these matters to management. The core of risk management is an internal reporting system that continually optimises the monitoring of all business-relevant key data and is adapted to cur- rent challenges. In addition, business opportunities and risks are recorded, analysed and evaluated in a multi-tiered planning, information and control pro- cess, allowing changes to the business environment and deviations from plan to be recognised early and countermeasures introduced in advance. Additionally, important Alternative Performance Measures (e.g. order intake, revenue, Adj. EBIT, EBITDA, staﬃng level, ﬂuctuation and quality data) are reported monthly and evaluated by management. Liquidity risks Liquidity risk is the risk that the Group will not be able to meet its ﬁnancial obligations as they fall due. Liquid- ity risks arise from current liabilities due to long-term rental agreements, interest and repayments. Funds are largely generated from operations and used to cover ﬁnancing needs. To ensure and monitor liquidity, the Corporate Treasury department permanently tracks, optimises and docu- ments the current cash ﬂows of all entities and has established a rolling 12‑month liquidity planning. The planning takes into account the maturities of ﬁnancial investments and ﬁnancial assets (e.g. receivables and other ﬁnancial assets) as well as expected cash ﬂows from the operating activities. Both the liquidity status (weekly) and the liquidity plan (monthly) are reported to management, and if this results in changes in ﬁnancing needs, measures are initiated at an early stage. This approach allows the entire Group’s needs and those of individual group companies to be addressed optimally. The Group ensures compliance with the ﬁnancing requirements of its operating business and with ﬁnan- cial obligations by means of cash pooling agreements, intragroup loans and credit lines based on the respec- tive legal and tax regulations. As of 31 March 2025, the Group had a total of €60,000 thousand (31 March 2024: €60,000 thousand) in unused revolving credit facility from the term loan agreement to ensure liquidity. Additionally, the Group possessed a €5,000 thousand credit line drawn in the amount of €3,102 thousand as a guarantee facility. This utilisation is related to two avals, commonly referred to as guarantees, since a bank guarantees the payment of a ﬁnancial instrument. Furthermore, Novem Car Interiors (China) Co., Ltd. had a local unused uncommitted credit line of €12,827 thousand (¥100,000 thousand) as of 31 March 2025. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 104 NOVEM ANNUAL REPORT 2024/25 The following overview shows the contractually agreed terms of ﬁnancial liabilities, which represent expected future cash out‑ﬂows: Less than one Between one and More than ﬁve Financial in € thousand year ﬁve years years liabilities As of 31 Mar 24 Liabilities to banks (non-derivative) 13,461 263,936 - 277,397 Liabilities to banks (derivative) 50 - - 50 Trade payables 45,447 8 - 45,455 Lease liabilities 7,295 20,514 28,715 56,524 As of 31 Mar 25 Liabilities to banks (non-derivative) 9,719 252,612 - 262,331 Liabilities to banks (derivative) 92 - - 92 Trade payables 49,061 - - 49,061 Lease liabilities 6,503 19,234 22,329 48,066 The contractually agreed cash ﬂows related to non‑ derivative banks include a variable interest as well as the repayment amount of the loan. The expected cash ﬂows for derivative liabilities to banks are in the form of forward exchange contracts and incorporate their negative value as of reporting date. Based on the cur- rent state of knowledge, the cash out‑ﬂows presented are not expected to occur signiﬁcantly earlier or to considerably deviate in amount from the values shown in the table. Credit risk Credit risk is the risk of ﬁnancial losses if a customer or counterparty to a ﬁnancial instrument fails to meet its contractual obligations. Credit risk arises mainly from trade receivables, with the maximum credit risk corresponding to the carrying amount of the ﬁnancial assets. Impairment losses are also recorded for con- tract assets. The following tables give information on the carrying amounts of trade receivables and contract assets aris- ing from contracts with customers: in € thousand 31 Mar 24 31 Mar 25 Trade receivables 91,113 82,609 Contract assets 14,947 14,256 Accumulated impairment losses on trade receivables and contract assets were as follows: in € thousand FY 2023/24 FY 2024/25 Trade receivables 336 317 Contract assets 8 5 Impairment loss 344 322 Trade receivables Credit risk relates in particular to a receivable being repaid late, partially or not at all. The Group uses a number of measures to minimise this risk. As part of receivables management, the Group continuously monitors open positions, conducts maturity analyses and contacts the customer at an early stage if pay- ment delays emerge. The highest priority is placed on monitoring early indicators. On the statements of ﬁnancial position, the residual risk for trade receivables is accounted for by calculating expected credit losses. In general, the Group’s exposure to credit risk is inﬂu- enced mainly by the individual characteristics of each customer. Trade receivables are spread essentially over the major manufacturers in the automotive industry, which, due to solid sector performance in Americas, Europe and Asia, is assessed as representing relatively low default risk for the Group. This assessment is based primarily on long-standing business relation- ships with most customers and the ratings of the major rating agencies. Historical default rates for these receivables are extremely low. In the event that one of the three largest customer defaults (currently assessed as unlikely), credit risk arising from open receivables as of 31 March 2025 would be between €5,534 thousand and €11,249 thousand (31 March 2024: €3,934 thou- sand and €19,113 thousand). CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 105 NOVEM ANNUAL REPORT 2024/25 Expected credit losses for trade receivables recognised at amortised cost are measured based on the lifetime expected credit losses. This involves the receivables being grouped according to the individual customers. For these customers, a one‑year default probability is determined via a credit agency. Expected credit losses per customer are calculated ultimately as the product of the gross carrying amount of the receivable, the customer’s probability of default (maturity-adjusted as required) and an appropriate insolvency ratio. The gross carrying amounts and related probabilities of default of customers for trade receivables measured at amortised cost were as follows: FY 2023/24 FY 2024/25 in € thousand Gross carrying amount Probability of default Gross carrying amount Probability of default 77,7711 < 1% 68,7811 < 1% 5,682 1% < x < 2% 5,249 1% < x < 2% 5,368 2% < x < 5% 6,951 2% < x < 5% 2,628 > 5% 1,628 > 5% Trade receivables 91,449 82,609 1 Thereof trade receivables within the scope of factoring agreements amounting to €9,923 thousand (31 March 2024: €5,315 thousand) were measured at fair value through proﬁt or loss. No expected credit losses were recognised for this portion. Thereof Seller Guarantee within the scope of factoring agreement amounting to €900 thousand (31 March 2024: €911 thousand). No expected credit losses were recognised for this portion. Contract assets As of 31 March 2025, contract assets were recognised amounting to €14,256 thousand (31 March 2024: €14,947 thousand). These assets have arisen with the right to consideration acquired from contractual obliga- tions already satisﬁed. Contract assets are reclassiﬁed to trade receivables as soon as an unconditional right to payment arises, which is obtained by invoicing the customer for the quantities actually delivered. Expected credit losses for contract assets are meas- ured using the lifetime expected credit losses. This involves the contract assets being grouped according to the individual customers. For these customers, a one-year default probability is determined via a credit agency. Expected credit losses per customer are cal- culated ultimately as the product of the gross carrying amount of the contract asset, the customer’s probabil- ity of default (maturity‑adjusted as required) and an appropriate insolvency ratio. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 106 NOVEM ANNUAL REPORT 2024/25 The gross carrying amounts and related probabilities of default of customers for contract assets were as follows: FY 2023/24 FY 2024/25 in € thousand Gross carrying amount Probability of default Gross carrying amount Probability of default 13,416 < 1% 13,567 < 1% 2 1% < x < 2% 46 1% < x < 2% 1,341 2% < x < 5% 643 2% < x < 5% Contract assets 14,947 14,256 Cash and cash equivalents As of 31 March 2025, the Group had cash and cash equivalents of €150,097 thousand (31 March 2024: €141,514 thousand). Thus, this amount represents the maximum exposure to credit risk in terms of these assets. The cash and cash equivalents are held at banks with Fitch ratings of BBB to AAA. For reasons of materiality, no expected credit losses were recognised for cash and cash equivalents by the Group. Moreover, external ratings indicate that these assets have only low credit risk. Derivatives Derivatives are concluded with banks with a rating from Fitch Ratings of at least BBB+. As of 31 March 2025, derivatives in the form of forward exchange contracts had a positive market value totalling €1,432 thousand as well as negative market value totalling €92 thousand. In comparison to the prior ﬁnancial year, the market value from derivatives had a positive market value total- ling €169 thousand as well as a negative market value totalling €50 thousand. Finance market risks Finance market risks are the risks of changes in market prices, such as exchange rates or interest rates, that affect the Group’s earnings or the value of the ﬁnan- cial instruments it holds. The objective of managing ﬁnance market risks is to manage and control market risk exposure within an acceptable range while optimis- ing income. Exchange rate risk Foreign currency risks arise when Group companies set- tle transactions in currencies other than their functional currency. Through its subsidiaries, the Group has assets and liabilities outside the Eurozone. These assets and liabilities are denominated in local currencies. If the value of net assets is translated into Euro, exchange rate ﬂuctuations from one period to the next result in changes to these net asset values. Accordingly, the Treasury department undertakes actions to minimise the resulting foreign currency risks. The Group mainly has foreign currency exposure to Chinese Renminbi (CNY), Czech Koruna (CZK), Honduran Lempira (HNL), Mexican Peso (MXN) and US Dollar (USD), which arise from trade receivables/payables and from procurement. The Group counters its foreign currency risks through natural hedging, i.e. by raising the purchase volume in the foreign currency area or increasing local production. To further secure operating activities, the option of group netting foreign currency exposures within the Group is used. A further measure taken is to manage the volume of excess liquidity arising from the respective hedged items in foreign currency based on incremental FX spot transactions within a prescribed scope. A sharp appreciation of the Euro against currencies of other exporting countries could, however, negatively impact the Group’s competitiveness. A reasonably possible change in exchange rates would inﬂuence consolidated earnings due to the fair values of the monetary assets and liabilities. The following table is based on the exchange rates determined at the reporting date. It illustrates the effects of appreciation or depreciation of the main currencies to be considered (CNY, CZK, MXN, USD) of +10% or ‑10% against the respective functional currency. The overall result for each currency thus includes effects calculated based on the appreciation or depreciation of the Euro, where the functional currency corresponds to the currency stated in the table. in € thousand 31 Mar 24 31 Mar 25 Changes in foreign +10% -10% +10% -10% exchange rates (gain) CNY -106 176 -190 69 CZK -4 188 -574 519 MXN -769 500 -1,144 1,395 USD 3,757 -2,497 8,786 1,845 CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 107 NOVEM ANNUAL REPORT 2024/25 The sensitivity analysis of exchange rates shows overall higher impacts compared to the previous year, primarily driven by the development of the USD and MXN exchange rates in FY 2024/25. To further reduce foreign currency risk in USD, MXN and CZK, the Group concluded a number of forward exchange contracts with UniCredit, JP Morgan and Commerzbank. Using these derivative instruments, the signiﬁcant part of the forecast net foreign currency exposures for the respec- tive next 12 months is hedged in US Dollar. In this case, they are not presented as hedges: instead, the deriva- tives are measured at fair value through proﬁt or loss. Interest rate risks Finance income/costs and ﬁnancial performance can be positively inﬂuenced by favourable interest rates and exchange rate developments. To allow prompt reac- tions to positive developments, the ﬁnancial markets are monitored continuously. As of 31 March 2025, the Group’s interest-bearing ﬁnancial instruments can be aggregated by the basic structure of the respective interest rate as follows: in € thousand 31 Mar 24 31 Mar 25 Variable rate instruments 250,000 250,000 Financial liabilities Interest rate exposure 250,000 250,000 As of 31 March 2025, ﬁnancial liabilities with ﬁxed rates amounted to zero. Interest rate risk exists for the syndicated loan as it is linked to the 3-month Euribor. In view of the stable inﬂation rate and the outlook by the European Central Bank (ECB), it is to be expected that the interest rate reductions will slow down in the next 12 months. Further moderate interest rate risks exist for pension obligations and the factoring programme. The factoring programme depends on the 3-month Euribor relating to factoring fees for EUR‑receivables and the SOFR, which represents the base rate for factoring fees resulting from USD-receivables. A 1% change in reference interest rates would have no material impact regarding factoring fees. The interest rate risk regarding our pension obligations is also manageable as their share of total assets only amounts to approximately 5%. 5.5 Capital management The objective of the Novem Group’s capital management is to ensure the ability to continue as a going concern and to maintain a stable capital case to maintain inves- tor, creditor and market conﬁdence. Opportunities to repay and reﬁnance liabilities and ﬁnance future busi- ness activities and future investments depend on how the total operating revenue of the Group develops and its ability to obtain suﬃcient liquidity. Due to the business model and the operations on global markets, the Group generates predictable and sustainable cash ﬂows under normal business conditions. The Group therefore man- ages its capital structure and makes necessary adjust- ments based on the prevailing business conditions. To secure the ﬁnancing arrangements, Novem entered into an intercreditor agreement under English Law with its subsidiaries and ﬁnancial institutions. The Group also concluded an account pledge, a share pledge and a security assignment to strengthen its ﬁnancial posi- tion and provide additional assurance to creditors. The Group has a total of €60,000 thousand in an unused revolving credit facility and further possesses a €5,000 thousand credit line, of which €3,102 thousand was drawn as a guarantee facility. This utilisation relates to two avals, commonly referred to as guarantees, since a bank guarantees the payment of a ﬁnancial instrument. Furthermore, Novem Car Interiors (China) Co., Ltd. had a local unused uncommitted credit line of €12,827 thousand (¥100,000 thousand) as of 31 March 2025. For monitoring the capital structure, the Group utilises, amongst others, the ratio of net ﬁnancial debt and Adj. EBITDA, which is also used as a covenant in the senior facilities agreement. Regular quarterly monitor- ing of the ﬁnancial ratios has been implemented. The Group does not expect a breach of this covenant. In order to maintain or adjust the capital structure, the Group may increase or decrease the dividends, issue new shares or return capital to the shareholders and raise additional or reduce parts of the outstanding debt. 5.6 Consolidated statement of cash ﬂows The statement of cash ﬂows is prepared in accordance with IAS 7 and is broken down into cash ﬂows from operating, investing and ﬁnancing activities. In‑ﬂows and out‑ﬂows from operating activities are presented in accordance with the indirect method and those from investing and ﬁnancing activities by the direct method. Cash held comprises current available funds and cash equivalents less bank liabilities due on demand (cur- rent account liabilities). With proﬁt for the period as the starting point, the non-cash expenses and changes in net working capital are accounted for to calculate cash ﬂows from operating activities. Income tax payments of €22,950 thousand (PY: €24,488 thousand) were also recognised in cash ﬂows from operating activities. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 108 NOVEM ANNUAL REPORT 2024/25 Investing activities comprise payments to acquire intangible assets, property, plant and equipment and ﬁnancial assets as well as proceeds from the sale of intangible assets, property, plant and equipment, ﬁnan- cial assets and interest received. Financing activities include the cash paid for lease liabilities and dividends. Interest payments of €16,714 thousand (PY: €16,898 thousand) are also reﬂected in cash out‑ﬂows from ﬁnancing activities. The table below shows the details of changes in the Group’s ﬁnancial liabilities, which are classiﬁed in the Group’s consolidated statement of cash ﬂows as cash ﬂows from ﬁnancing activities: Liabilities Lease in € thousand to banks liabilities Dividends As of 01 Apr 23 249,371 39,081 - Changes from ﬁnancing cash 98 -11,370 -49,485 ﬂows Effect of changes in foreign - -425 - exchange rates Other changes 450 29,238 - As of 31 Mar 24 249,919 56,524 -49,485 As of 01 Apr 24 249,919 56,524 - Changes from ﬁnancing cash -119 -1,986 - ﬂows Effect of changes in foreign - -3,294 - exchange rates Other changes 472 -3,179 - As of 31 Mar 25 250,272 48,065 - 5.7 Operating segments Segment information is provided on the basis of the Group’s internal reporting in order to assess the type and ﬁnancial impact of the Group’s business activities as well as the economic environment in which it oper- ates. Transactions between the operating segments based on transfer prices are determined according to arm’s length conditions typical for the market. The Group is structured into divisions, with business activities organised over the geographical sales regions of Europe, Americas and Asia. The Chief Operation Decision Maker (CODM) makes the assessment. The CODM within the meaning of IFRS 8 is the management of the parent company, as it regu- larly reviews the segments in terms of their proﬁtability and resource allocation using internal management reporting. The management of the parent company evaluates the performance of the operating segments based on a measure for segment earnings (performance indica- tor) designated as Adj. EBIT. This indicator provides the most relevant information for assessing the earnings of speciﬁc segments in relation to other companies operating in these sectors. Adj. EBIT is deﬁned as EBIT adjusted by management primarily for business transactions of a one-off and non-recurring nature. The accounting policies for segment reporting are based on the IFRS Account- ing Standards applied in these consolidated ﬁnancial statements. Segment reporting as determined by management is disclosed for the segments Europe, Americas and Asia. There are no further segments within the Group. Reportable segments Business activities Production, processing and sale of high‑quality trims and Europe decorative functional elements for vehicle interiors as well as technology-matching exterior components Production, processing and sale of high‑quality trims and Americas decorative functional elements for vehicle interiors as well as technology-matching exterior components Production, processing and Asia sale of high‑quality trims and decorative functional elements for vehicle interiors CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 109 NOVEM ANNUAL REPORT 2024/25 5.8 Reporting by region The Group is organised and managed at regional level. The three reportable operating segments of the Group are Europe, Americas and Asia. The product portfolio is broadly similar in these three regional segments. in € thousand Europe Americas Asia FY 2023/24 Revenue generated from 287,039 271,906 76,564 third parties FY 2024/25 Revenue generated from 205,959 280,752 54,753 third parties Breakdown of revenue according to Novem company location (i.e. from the invoiced by perspective) In the ﬁnancial year 2024/25, the revenue share of the most signiﬁcant customer ranged between 9.9% and 73.4% (PY: 17.4% and 59.1%) across the three regions. Overall, Novem generated revenue of €148,474 thou- sand (PY: €203,820 thousand) and €141,536 thousand (PY: €190,242 thousand) with the two major customers in all segments. Revenue was spread over the individual segments according to surfaces as follows: in € thousand Europe Americas Asia FY 2023/24 Wood 205,445 237,786 69,236 Aluminium 49,751 30,530 7,298 Premium 31,843 3,590 30 synthetics FY 2024/25 Wood 136,393 245,885 50,313 Aluminium 44,318 30,839 4,440 Premium 25,248 4,028 - synthetics Revenue was distributed among the individual seg- ments according to business areas as follows: in € thousand Europe Americas Asia FY 2023/24 Revenue Series 226,884 260,304 65,865 Revenue Tooling 60,154 11,603 10,699 FY 2024/25 Revenue Series 167,768 252,227 45,893 Revenue Tooling 38,191 28,525 8,860 The breakdown of revenue between the individual seg- ments according to the category of revenue recognition was as follows: in € thousand Europe Americas Asia FY 2023/24 Goods and servi- ces transferred 229,719 261,892 66,051 over time Goods and servi- ces transferred at 57,320 10,014 10,513 a point in time FY 2024/25 Goods and servi- ces transferred 168,360 253,228 46,081 over time Goods and servi- ces transferred at 37,599 27,523 8,673 a point in time CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 110 NOVEM ANNUAL REPORT 2024/25 5.9 Reconciliation of information on reportable segments The following table shows further information on the Adj. EBIT performance indicator, which is used to assess the performance of the operating segments: Adjustments Europe Americas Asia in € thousand FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 Restructuring 8,888 970 - - - - Single impairments - 4,297 - - - - Others 647 523 189 - - - Exceptional items 647 4,820 189 - - - Discontinued operations - - - - - - Adjustments 9,535 5,790 189 - - - For both ﬁnancial years 2023/24 and 2024/25, the most signiﬁcant effects were related to Europe. The ﬁnancial year 2024/25 contained €970 thousand restructuring costs (PY: €8,888 thousand), which included restructuring costs at the Slovenian plant, primarily attributable to personnel expenses. Single impairments of €4,297 thousand (PY: €0) were incurred during the ﬁnancial year 2024/25 due to the insolvency of a business partner (refer to section 3.4). Additionally, other adjustments included €320 thousand related to severance payments (PY: €140 thousand) as well as €203 thousand resulting from project costs (PY: €455 thousand). CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 111 NOVEM ANNUAL REPORT 2024/25 Segment reporting Europe Americas Asia Total segments Other/consolidation Group in € thousand FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 FY 2023/24 FY 2024/25 External revenue 287,039 205,959 271,906 280,752 76,564 54,753 635,509 541,464 - - 635,509 541,464 Revenue between 44,423 41,987 66,524 84,597 15,646 16,990 126,593 143,574 -126,593 -143,574 - - segments Total revenue 331,462 247,946 338,430 365,349 92,210 71,743 762,102 685,038 -126,593 -143,574 635,509 541,464 Adj. income/expenses from operations (except revenue and -309,446 -243,126 -270,664 -296,839 -79,988 -64,028 -660,098 -603,993 126,593 143,574 -533,505 -460,419 depreciation and amortisation) Adj. EBITDA 22,016 4,820 67,766 68,510 12,222 7,715 102,004 81,045 - - 102,004 81,045 Depreciation and -16,192 -15,072 -11,608 -11,270 -5,153 -5,780 -32,953 -32,122 - - -32,953 -32,122 amortisation Adj. EBIT 5,824 -10,252 56,158 57,240 7,069 1,935 69,051 48,923 - - 69,051 48,923 Adjustments -9,535 -5,790 -189 - - - -9,724 -5,790 - - -9,724 -5,790 Operating Result (EBIT) -3,711 -16,042 55,969 57,240 7,069 1,935 59,327 43,133 - - 59,327 43,133 The amounts shown in the Other/consolidation column include the elimination of transactions between the segments and speciﬁc items at group level that relate to the Group as a whole and cannot be allocated to the segments. Within the segment reporting in the three regions of Europe, Americas and Asia and in relation to the recog- nition of contract assets and associated revenue over time according to IFRS 15, €1,635 thousand related to Europe, €8,092 thousand to the Americas region and €435 thousand to Asia (PY: €2,405 thousand to Europe, €8,965 thousand to Americas and €1,032 thousand to Asia). CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 112 NOVEM ANNUAL REPORT 2024/25 Geographical information Revenue was spread over the different locations as follows: in € thousand FY 2023/24 FY 2024/25 Czech Republic 303 209 Germany 276,086 199,934 Italy 10,178 5,490 Slovenia 472 326 Europe 287,039 205,959 Honduras 1 - Mexico 368 265 USA 271,537 280,487 Americas 271,906 280,752 China 76,564 54,753 Asia 76,564 54,753 Revenue 635,509 541,464 Breakdown of revenue according to Novem company location (i.e. from the invoiced by perspective) The table below provides information on the breakdown of non-current assets by Novem location: in € thousand FY 2023/24 FY 2024/25 Czech Republic 21,993 22,537 Germany 38,866 35,425 Italy 1,041 376 Luxembourg 225 142 Slovenia 27,382 23,599 Europe 89,507 82,079 Honduras 7,764 5,995 Mexico 59,854 54,778 USA 6,273 4,406 Americas 73,891 65,179 China 33,346 27,160 Asia 33,346 27,160 Non-current assets 196,744 174,418 Non-current assets consist of intangible assets and property, plant and equipment. Reconciliation of Adj. EBITDA to earnings before taxes The following table shows the reconciliation of Adj. EBIT to EBIT and to earnings before taxes for the ﬁnancial years 2023/24 and 2024/25: in € thousand FY 2023/24 FY 2024/25 Adj. EBITDA 102,004 81,045 Depreciation and 32,953 32,122 amortisation Adj. EBIT 69,051 48,923 Adjustments 9,724 5,790 EBIT 59,327 43,133 Finance income 7,376 4,688 Finance costs 19,947 22,342 Earnings before taxes 46,756 25,479 Adj. EBIT includes transactions with a one-off and non- recurring nature that occurred in the ordinary course of business. 5.10 Leases In its regular business, the Novem Group is the lessee in different leases of land and buildings as well as parts of operating and oﬃce equipment. The lease term for land and buildings is typically between one and 14 years. Leases of technical equipment and machinery gener- ally have a term of two years. Leases of operating and oﬃce equipment usually have a term of between one and 18 years. The Group applied the practical expedient in IFRS 16.6 by not accounting for short‑term leases (leases with a lease term of less than 12 months) and CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 113 NOVEM ANNUAL REPORT 2024/25 low‑value assets (underlying assets <5,000€/$, e.g. printers and copiers) as right‑of‑use assets. For all leases, respective lease term options (e.g. renewal options) are considered. The majority of the current options to extend or terminate the leases can only be exercised by the Novem Group and not by the respec- tive lessor. The future undiscounted lease payments from lease term options not yet exercised amounted to €42,491 thousand. Some leases of land and buildings provide for addi- tional lease payments based on a change in the local price indices. Future cash out‑ﬂow from variable lease payments not incorporated into the measurement of the lease liability amounted to €1,404 thousand (31 March 2024: €3,010 thousand). These mainly related to leases of buildings. There are no leases in which the Novem Group S.A. acts as a lessor. Information on leases in which the Group is the lessee is presented below. The disposals as of 31 March 2025 in the amount of €5,732 thousand (31 March 2024: €5,194 thousand) mainly included revaluations of right-of-use assets in connection with changes to building contracts, which can be allocated to the regions Americas, amounting to €1,903 thousand, and Europe, amounting to €1,330 thousand. Right-of-use assets Technical Other equipment, Land and equipment and operating and Right-of-use in € thousand buildings machinery oﬃce equipment assets Depreciation FY 2023/24 6,805 7 3,128 9,940 Additions to right-of-use assets 25,871 33 2,584 28,488 Disposals to right-of-use assets 3,722 - 1,472 5,194 Carrying amount as of 31 Mar 24 52,338 26 5,543 57,907 Depreciation FY 2024/25 5,547 8 2,918 8,474 Additions to right-of-use assets 1,204 - 2,463 3,667 Disposals to right-of-use assets 4,046 - 1,687 5,732 Carrying amount as of 31 Mar 25 38,278 18 4,764 43,060 Amounts recognised in proﬁt and loss and cash ﬂows in € thousand FY 2023/24 FY 2024/25 Interest expense for lease 1,165 1,754 liabilities Short-term lease expenses 1,362 1,536 Lease expenses for low value assets except short-term 1,132 1,693 leases for low value assets Expense for variable lease payments not included in 341 343 the measurement of lease liabilities Total expenses for leases 12,708 12,917 As of 31 March 2025, the lease liabilities amounted to €48,065 thousand (31 March 2024: €56,524 thousand). Thereof €6,503 thousand are due within the next ﬁnan- cial year 2025/26. 5.11 Other ﬁnancial liabilities and contingent liabilities There were no signiﬁcant other ﬁnancial obligations occurring after the reporting date. There were only ﬁnancial obligations within the usual range resulting from the purchase commitment of €17,343 thousand on 31 March 2025. The total amount included tool- ing business costs of €13,856 thousand and €3,487 thousand for series business (PY: Tooling €26,183 thousand and Series €9,577 thousand). The decrease in purchase commitments is primarily attributable to the clearance of historical items no longer required. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 114 NOVEM ANNUAL REPORT 2024/25 Contingent liabilities constitute off-balance sheet contingent liabilities recognised for valuation as of the reporting date. The contingent liabilities, including securities and guarantees assumed for third parties, decreased to €3,102 thousand on 31 March 2025 (PY: €3,416 thousand). This was mainly due to the guar- antee against the Mexican tax oﬃce of about €3,086 thousand. The amount of the guarantee comprises Mexican VAT, for which the tax authorities rejected an appeal. Furthermore, tax risks are also included in contingent liabilities. The Group might be subject to tax risks attrib- utable to previous tax assessment periods and might be subject to unanticipated tax expenses in relation to previous tax assessment periods, which have not yet been subject to a tax audit or are currently subject to a tax audit. It cannot be ruled out that tax authorities may apply a different approach in ongoing and/or future tax audits from the one adopted by the Group, which may lead to an additional tax expense and/or payment. This could have a material and adverse effect on the busi- ness, ﬁnancial condition and results of operations. 5.12 Related party transactions Holding company The direct holding company of the Group is Rokoko Automotive Holdings (Jersey) Limited , Jersey. During 2024/25, there were no transactions or outstanding balances with Rokoko Automotive Holdings (Jersey) Limited, Jersey. Related parties According to IAS 24, the Group has to disclose speciﬁc information about transactions between the Group and other related parties. Balances and transactions between the Group and its fully consolidated subsidiar- ies, which constitute related parties within the mean- ing of IAS 24, have been eliminated in the course of consolidation and are therefore not commented on in this note. The consolidated ﬁnancial statements do not include any associated companies that are accounted for using the equity method. In the ﬁnancial year 2024/25, no transactions occurred with direct and indirect shareholders. In general, a related party relationship existed with another company regarding the purchase of compo- nents such as base frames. The related party belongs to the same group of companies pursuant to IAS 24.9b (i). There was no transaction volume in ﬁnancial year 2024/25 (PY: €144 thousand). No outstanding bal- ances were recorded in both ﬁnancial years 2023/24 and 2024/25. All outstanding balances and transactions with this related party are priced on an arm’s length basis and are to be settled in cash within two months. None of the balances are secured. No guarantees have been given or received. For information on the remuneration of and other transactions with key management personnel, which constitute related party transactions pursuant to IAS 24, please refer to section 5.3, section 5.13 and the Remuneration Report. The Remuneration Report will be published separately from this Annual Report on the Novem IR website on 18 July 2025. 5.13 Remuneration of key management personnel The key management personnel are the members of the Management and Supervisory Board of Novem Group S.A. The total remuneration paid to the Man- agement Board members is calculated as the sum of short‑term beneﬁts and pensions, as well as the fair value of the share‑based Performance Share Plan. For further information regarding the share-based Perfor- mance Share Plan, please refer to section 5.3. The Group is obliged by Luxembourg Law to draw up a Remuneration Policy as well as a Remuneration Report for the members of the Supervisory Board and Management Board of Novem Group S.A. The Remuneration Policy and Remuneration Report are prepared in accordance with Art. 7bis and Art. 7ter of the Luxembourg Law of 24 May 2011 on the exercise of certain rights of shareholders in listed companies, as amended. In the reporting period, the total remuneration of the Management Board, including those members who have left the Company during the ﬁnancial year, was as follows: in € thousand FY 2023/24 FY 2024/25 Short-term employee 2,055 1,618 beneﬁts Share-based payments 319 25 Remuneration 2,374 1,643 The present value of the pension entitlements of the Management Board amounted to €15 thousand (31 March 2024: €1,907 thousand). The current service costs amounted to €1 thousand (PY: €0). The deﬁned CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 115 NOVEM ANNUAL REPORT 2024/25 beneﬁt obligation of all pension commitments to for- mer members of the Management Board amounted to €4,301 thousand (31 March 2024: €2,742 thousand). The total remuneration paid to the Supervisory Board members, classiﬁed as short‑term beneﬁts, is calcu- lated as the sum of ﬁxed and committee compensation. For this period, the total remuneration for the members of the Supervisory Board amounted to €270 thousand (PY: €320 thousand). 5.14 Auditors’ fees The following fees for KPMG Audit S.à r.l., Luxembourg, and other member ﬁrms of the KPMG network relate only to services directly connected with the parent company Novem Group S.A. and its subsidiaries: in € thousand FY 2023/24 FY 2024/25 Audit fees 838 856 Thereof: KPMG Audit S.à r.l. 238 255 Other fees 61 151 Thereof: KPMG Audit S.à r.l. - - Fees 899 1,007 5.15 Subsequent events There were no events or developments that could have materially affected the measurement and presentation of the Group’s assets and liabilities as of 31 March 2025. CONTENTS 1 TO OUR SHAREHOLDERS 2 NON-FINANCIAL REPORT 3 GROUP MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION 116 NOVEM ANNUAL REPORT 2024/25 RESPONSIBILITY STATEMENT CONTENTS We, Markus Wittmann (Chief Executive Oﬃcer), Maria Eichinger (Manager Consolidation), Benjamin Retzer (Chief Financial Oﬃcer), Mathias Rieger (Director Internal Audit) and Florian Sandner (Chief Operating Oﬃcer), conﬁrm, to the best of our knowledge, that the consolidated ﬁnancial statements which have been prepared in accordance with the International Financial 1 Reporting Standards Accounting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of TO OUR the Novem Group S.A. and the undertakings included SHAREHOLDERS in the consolidation taken as a whole and that the 2 Group Management Report includes a fair review of the development and performance of the business and the position of the Novem Group S.A. and the undertakings NON-FINANCIAL included in the consolidation taken as a whole, together REPORT with a description of the principal risks and uncertain- 3 ties that they face. Luxembourg, 16 June 2025 GROUP MANAGEMENT Novem Group S.A. REPORT Management Board 4 Markus Wittmann Maria Eichinger CONSOLIDATED FINANCIAL STATEMENTS Benjamin Retzer Mathias Rieger 5 Florian Sandner ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 117 SETUP AND ORGANISATION OF THE MANAGEMENT BOARD CONTENTS In the ﬁnancial year ending 31 March 2025, the Man- agement Board of Novem Group S.A. diligently fulﬁlled its tasks in accordance with the statutory requirements, the Articles of Association of Novem Group S.A. as well as the Rules of Procedure of the Management Board of the Company, approved by the Management Board and the Supervisory Board on 1 July 2021. It regularly 1 made decisions regarding strategic and operational topics. In the ﬁnancial year ending 31 March 2025, the members of the Management Board were Markus TO OUR Wittmann (Chairman and CEO), Dr. Johannes Burtscher SHAREHOLDERS (CFO, until 30 September 2024), Benjamin Retzer (CFO, 2 since 1 October 2024), Florian Sandner (COO, function as new board member since 1 October 2024), Maria Eichinger (Manager Consolidation) and Mathias Rieger NON-FINANCIAL (Director Internal Audit). REPORT 3 The Management Board held in total 17 regular meet- ings during the ﬁnancial year ending 31 March 2025. Of these, 13 meetings were attended by all of the mem- GROUP bers of the Management Board. In the meetings, the MANAGEMENT Management Board regularly discussed the status and REPORT performance of the Group including risks and opportu- 4 nities, its market position, course of business as well as relevant ﬁnancial data. The discussions were based on regular and extensive reports in verbal and written CONSOLIDATED form presented by the relevant members of the Man- FINANCIAL agement Board. The Management Board maintained STATEMENTS close contact also outside of the regular meetings 5 to exchange all important information related to the Novem Group. This close collaboration also included strategy discussions as well as information on the ANNUAL organisational development. ACCOUNTS 6 During the ﬁnancial year ending 31 March 2025, there were no conﬂicts of interest between the members of the Management Board and the Company. ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 118 INDEPENDENT AUDITOR’S REPORT CONTENTS Basis for opinion To the Shareholders of Revenue recognition from Tooling Novem Group S.A. 19, rue Edmond Reuter We conducted our audit in accordance with the EU a) Why the matter was considered to be one of most L - 5326 Contern Regulation N° 537/2014, the Law of 23 July 2016 on signiﬁcant in our audit of the consolidated ﬁnancial Luxembourg the audit profession (the “Law of 23 July 2016”) and statements for the year ended 31 March 2025 with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Sur- As mentioned in notes 2.13 Revenue recognition and 1 REPORT OF THE RÉVISEUR veillance du Secteur Financier (the “CSSF”). Our respon- 4.1. Revenue, the Group’s revenues are generated from D’ENTREPRISES AGRÉÉ sibilities under the EU Regulation N° 537/2014, the Law the sales of serial parts, the provision of development of 23 July 2016 and ISAs as adopted for Luxembourg services and the sale of tools necessary for the produc- TO OUR by the CSSF are further described in the « Responsi- tion of serial parts, whereas the sale of tools amounted to SHAREHOLDERS Report on the audit of the consolidated bilities of “réviseur d’entreprises agréé” for the audit €75.6 million in the ﬁnancial year ended 31 March 2025. 2 ﬁnancial statements of the consolidated ﬁnancial statements » section of our report. We are also independent of the Group in Novem Group S.A. has determined that the develop- accordance with the International Code of Ethics for ment work and subsequent sale of the tools constitute NON-FINANCIAL Opinion Professional Accountants, including International Inde- one single performance obligation. The associated REPORT pendence Standards, issued by the International Ethics revenue is recognised upon completion and transfer 3 We have audited the consolidated ﬁnancial statements Standards Board for Accountants (“IESBA Code”) as of the tool to the customer. An asset is considered to be of Novem Group S.A. and its subsidiaries (the “Group”), adopted for Luxembourg by the CSSF together with the transferred when the customer obtains control of that which comprise the consolidated statement of ﬁnan- ethical requirements that are relevant to our audit of the asset. Novem Group S.A. recognises revenue for Tool- GROUP cial position as at 31 March 2025, and the consolidated consolidated ﬁnancial statements, and have fulﬁlled ing at a point in time, in the amount to which Novem MANAGEMENT statement of comprehensive income, consolidated our other ethical responsibilities under those ethical Group S.A. expects to be entitled. REPORT statement of changes in equity and consolidated requirements. We believe that the audit evidence we 4 statement of cash ﬂows for the year then ended, and have obtained is suﬃcient and appropriate to provide The Management Board has presented the criteria for notes to the consolidated ﬁnancial statements, includ- a basis for our opinion. the recognition of revenue from the sale of Tooling ing material accounting policy information and other in a group-wide accounting policy and implemented CONSOLIDATED explanatory information. speciﬁc recognition and cut‑off procedures. Although FINANCIAL Key audit matters there exist deﬁned criteria in Novem’s process for STATEMENTS In our opinion, the accompanying consolidated ﬁnan- revenue recognition for Tooling, the process includes 5 cial statements give a true and fair view of the consoli- Key audit matters are those matters that, in our profes- manual accounting steps and is complex as control is dated ﬁnancial position of the Group as at 31 March sional judgment, were of most signiﬁcance in our audit transferred without that the customer obtains physical 2025, and its consolidated ﬁnancial performance and of the consolidated ﬁnancial statements of the current possession of the tool. ANNUAL its consolidated cash ﬂows for the year then ended period. These matters were addressed in the context of ACCOUNTS in accordance with IFRS Accounting Standards as the audit of the consolidated ﬁnancial statements as a There is the risk for the consolidated ﬁnancial state- 6 adopted by the European Union. whole, and in forming our opinion thereon, and we do ments that revenue for Tooling is not correctly rec- not provide a separate opinion on these matters. ognised throughout the period and that at year-end such revenues are overstated since the tools were not ADDITIONAL transferred to the customer at year-end. INFORMATION NOVEM ANNUAL REPORT 2024/25 119 CONTENTS b) How the matter was addressed during the audit Our opinion on the consolidated ﬁnancial statements disclosing, as applicable, matters related to going does not cover the other information and we do not concern and using the going concern basis of account- In order to assess whether Tooling revenue exists express any form of assurance conclusion thereon. ing unless the Management Board either intends to and is recognised in the correct ﬁnancial year, our audit liquidate the Group or to cease operations, or has no procedures consisted mainly of: In connection with our audit of the consolidated ﬁnan- realistic alternative but to do so. cial statements, our responsibility is to read the other • An assessment of the design and implementa- information and, in doing so, consider whether the other Those charged with governance are responsible for 1 tion of internal key controls relating to the revenue information is materially inconsistent with the consoli- overseeing the Group’s ﬁnancial reporting process. recognition process in relation to Tooling, and in dated ﬁnancial statements or our knowledge obtained particular the determination and veriﬁcation of the in the audit or otherwise appears to be materially mis- TO OUR Responsibilities of the réviseur d’entreprises actual transfer of control. stated. If, based on the work we have performed, we SHAREHOLDERS agréé for the audit of the consolidated ﬁnancial • An assessment of compliance of the group-wide conclude that there is a material misstatement of this 2 statements accounting policy regarding revenue recognition other information, we are required to report this fact. with IFRS 15 and have veriﬁed the correct applica- We have nothing to report in this regard. tion of the latter while recognising revenues. The objectives of our audit are to obtain reasonable NON-FINANCIAL • a reconciliation of a sample of Tooling transactions assurance about whether the consolidated ﬁnancial REPORT Responsibilities of the Management Board and recorded in the general ledger with customer statements as a whole are free from material misstate- 3 Those Charged with Governance for the invoices, underlying orders, proof of transfer of ment, whether due to fraud or error, and to issue a report consolidated ﬁnancial statements control and payments recieved from customers. of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assur- GROUP • An assessment of the adequacy of the Group’s The Management Board is responsible for the prepara- ance, but is not a guarantee that an audit conducted MANAGEMENT disclosures in respect of the accounting policies tion and fair presentation of the consolidated ﬁnancial in accordance with the EU Regulation N° 537/2014, REPORT on revenue recognition as disclosed in notes 2.13 statements in accordance with IFRS Accounting Stand- the Law of 23 July 2016 and with ISAs as adopted for 4 and 4.1. of the consolidated ﬁnancial statements. ards as adopted by the European Union, and for such Luxembourg by the CSSF will always detect a mate- internal control as the Management Board determines rial misstatement when it exists. Misstatements can is necessary to enable the preparation of consolidated arise from fraud or error and are considered material if, CONSOLIDATED Other information ﬁnancial statements that are free from material mis- individually or in the aggregate, they could reasonably FINANCIAL statement, whether due to fraud or error. be expected to inﬂuence the economic decisions of STATEMENTS The Management Board is responsible for the other users taken on the basis of these consolidated ﬁnancial 5 information. The other information comprises the The Management Board is responsible for presenting statements. information stated in the annual report including the and marking up the consolidated ﬁnancial statements Group Management Report and the Corporate Govern- in compliance with the requirements set out in the Our responsibility is to assess whether the consoli- ANNUAL ance Statement but does not include the consolidated Delegated Regulation 2019/815 on European Single dated ﬁnancial statements have been prepared in all ACCOUNTS ﬁnancial statements and our report of the “réviseur Electronic Format (“ESEF Regulation”). material respects with the requirements laid down in 6 d’entreprises agréé” thereon. the ESEF Regulation. In preparing the consolidated ﬁnancial statements, the Management Board is responsible for assessing As part of an audit in accordance with the EU Regula- ADDITIONAL the Group’s ability to continue as a going concern, tion N° 537/2014, the Law of 23 July 2016 and with INFORMATION NOVEM ANNUAL REPORT 2024/25 120 CONTENTS Report on other legal and regulatory ISAs as adopted for Luxembourg by the CSSF, we exer- However, future events or conditions may cause requirements cise professional judgment and maintain professional the Group to cease to continue as a going concern. skepticism throughout the audit. We also: • Evaluate the overall presentation, structure and content of the consolidated ﬁnancial statements, We have been appointed as “réviseur d’entreprises • Identify and assess the risks of material misstate- including the disclosures, and whether the consoli- agréé” by the Shareholders on 22 August 2024 and the ment of the consolidated ﬁnancial statements, dated ﬁnancial statements represent the underlying duration of our uninterrupted engagement, including whether due to fraud or error, design and perform transactions and events in a manner that achieves previous renewals and reappointments, is 3 years. 1 audit procedures responsive to those risks, and fair presentation. obtain audit evidence that is suﬃcient and appropri- • Obtain suﬃcient appropriate audit evidence regard- The Group Management Report is consistent with the ate to provide a basis for our opinion. The risk of not ing the ﬁnancial information of the entities and consolidated ﬁnancial statements and has been pre- TO OUR detecting a material misstatement resulting from business activities within the Group to express an pared in accordance with applicable legal requirements. SHAREHOLDERS fraud is higher than for one resulting from error, opinion on the consolidated ﬁnancial statements. 2 as fraud may involve collusion, forgery, intentional We are responsible for the direction, supervision The Corporate Governance Statement is included in the omissions, misrepresentations, or the override of and performance of the Group audit. We remain Group Management Report. The information required internal control. solely responsible for our audit opinion. by Article 68ter paragraph (1) letters c) and d) of the NON-FINANCIAL • Obtain an understanding of internal control relevant law of 19 December 2002 on the commercial and REPORT to the audit in order to design audit procedures that We communicate with those charged with governance companies register and on the accounting records 3 are appropriate in the circumstances, but not for the regarding, among other matters, the planned scope and annual accounts of undertakings as amended, is purpose of expressing an opinion on the effective- and timing of the audit and signiﬁcant audit ﬁndings, consistent with the consolidated ﬁnancial statements ness of the Group’s internal control. including any signiﬁcant deﬁciencies in internal control and has been prepared in accordance with applicable GROUP • Evaluate the appropriateness of accounting poli- that we identify during our audit. legal requirements. MANAGEMENT cies used and the reasonableness of accounting REPORT estimates and related disclosures made by the We also provide those charged with governance with a We conﬁrm that the audit opinion is consistent with the 4 Management Board. statement that we have complied with relevant ethical additional report to the audit committee or equivalent. • Conclude on the appropriateness of the Manage- requirements regarding independence, and to com- ment Board’s use of the going concern basis of municate with them all relationships and other mat- We conﬁrm that the prohibited non‑audit services CONSOLIDATED accounting and, based on the audit evidence ters that may reasonably be thought to bear on our referred to in the EU Regulation N° 537/2014 were not FINANCIAL obtained, whether a material uncertainty exists independence, and where applicable, actions taken to provided and that we remained independent of the STATEMENTS related to events or conditions that may cast sig- eliminate threats or safeguards applied. Group in conducting the audit. 5 niﬁcant doubt on the Group’s ability to continue as a going concern. If we conclude that a material From the matters communicated with those charged We have checked the compliance of the consolidated uncertainty exists, we are required to draw attention with governance, we determine those matters that ﬁnancial statements of the Group as at 31 March 2025 ANNUAL in our report of the “réviseur d’entreprises agréé” to were of most signiﬁcance in the audit of the consoli - with relevant statutory requirements set out in the ESEF ACCOUNTS the related disclosures in the consolidated ﬁnancial dated ﬁnancial statements of the current period and Regulation that are applicable to consolidated ﬁnancial 6 statements or, if such disclosures are inadequate, are therefore the key audit matters. We describe these statements. to modify our opinion. Our conclusions are based matters in our report unless law or regulation precludes on the audit evidence obtained up to the date of public disclosure about the matter. ADDITIONAL our report of the “réviseur d’entreprises agréé”. INFORMATION NOVEM ANNUAL REPORT 2024/25 121 CONTENTS For the Group it relates to: Luxembourg, 16 June 2025 • Consolidated ﬁnancial statements prepared in a KPMG Audit S.à r.l. valid xHTML format; Cabinet de révision agréé • The XBRL markup of the consolidated ﬁnancial statements using the core taxonomy and the Yves Thorn common rules on markups speciﬁed in the ESEF Partner 1 Regulation as described in Note 1. In our opinion, the consolidated ﬁnancial statements of TO OUR Novem Group S.A. as at 31 March 2025, identiﬁed as SHAREHOLDERS Novem-2025-03-31-0-en.zip, have been prepared, in all 2 material respects, in compliance with the requirements laid down in the ESEF Regulation. NON-FINANCIAL Our audit report only refers to the consolidated ﬁnancial REPORT statements of Novem Group S.A. as at 31 March 2025, 3 identiﬁed as Novem-2025-03-31-0-en.zip, prepared and presented in accordance with the requirements laid down in the ESEF Regulation, which is the only GROUP authoritative version. MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 122 Aluminium cross-brushed 5 accounts Annual BALANCE SHEET as of 31 March 2025 CONTENTS Assets Capital, reserves and liabilities in € thousand Note 31 Mar 25 31 Mar 24 in € thousand Note 31 Mar 25 31 Mar 24 Formation expenses 3 1,142 1,998 Capital and reserves 7 674,452 673,738 Fixed assets 924,232 924,258 Subscribed capital 430 430 1 Tangible assets 4 73 98 Share premium account 540,803 540,803 Other ﬁxtures and ﬁttings, tools and Reserves 484 484 73 98 equipment Legal reserve 43 43 TO OUR Financial assets 5 924,159 924,159 SHAREHOLDERS Other non-available reserves 441 441 Shares in aﬃliated undertakings 5.1 674,159 674,159 2 Proﬁt or loss brought forward 132,022 90,594 Loans to aﬃliated undertakings 5.2 250,000 250,000 Proﬁt or loss for the ﬁnancial year 713 41,427 Current assets 1,246 2,321 Provisions 8 623 690 NON-FINANCIAL Debtors 6 1,191 1,957 REPORT Other provisions 623 690 Amounts owed by aﬃliated undertakings 6.1 1,005 1,249 Creditors 9 251,603 254,210 3 becoming due and payable within one year 1,005 1,249 Amounts owed to credit institutions 9.1 250,084 250,203 Other debtors 6.2 186 708 becoming due and payable within one year 84 203 GROUP becoming due and payable within one year 186 708 becoming due and payable after more than MANAGEMENT 250,000 250,000 Cash at bank and in hand 55 364 REPORT one year Prepayments 58 62 Trade creditors 9.2 45 33 4 Total assets 926,678 928,638 becoming due and payable within one year 45 33 Amounts owed to aﬃliated undertakings 9.3 206 2,995 CONSOLIDATED becoming due and payable within one year 206 2,995 FINANCIAL STATEMENTS Other creditors 9.4 1,268 979 5 Tax authorities 527 245 Social security debts 12 12 Other creditors 729 722 ANNUAL ACCOUNTS becoming due and payable within one year 729 722 Total capital, reserves and liabilities 926,678 928,638 6 The accompanying notes form an integral part of these annual accounts. ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 124 PROFIT AND LOSS ACCOUNT for the ﬁnancial year ended 31 March 2025 CONTENTS in € thousand Note FY 2024/25 FY 2023/24 Other operating income 10 2,285 2,589 Raw materials and consumables and other external expenses -1,702 -1,158 Raw materials and consumables -18 -15 Other external expenses 11 -1,685 -1,143 Staff costs 12 -535 -895 1 Wages and salaries -485 -834 Social security costs -50 -61 TO OUR Value adjustments -882 -942 SHAREHOLDERS in respect of formation expenses and on tangible and intangible ﬁxed assets -882 -942 2 Other operating expenses -292 -403 Income from participating interests 13 - 40,000 NON-FINANCIAL derived from aﬃliated undertakings - 40,000 REPORT Income from other investments and loans forming part of the ﬁxed assets 14 15,609 15,784 3 derived from aﬃliated undertakings 15,609 15,784 Interest payable and similar expenses 15 -13,465 -13,340 GROUP concerning aﬃliated undertakings -49 -37 MANAGEMENT Other interest and similar expenses -13,416 -13,303 REPORT Tax on proﬁt 16 -307 -222 4 Other taxes 1 14 Proﬁt for the ﬁnancial year 713 41,427 CONSOLIDATED FINANCIAL The accompanying notes form an integral part of these annual accounts. STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 125 NOTES TO THE ANNUAL ACCOUNTS CONTENTS 1 General has participation or in which it has a direct or indirect and related uncertainties could result in outcomes that interest. The Company may, for its own account as require an adjustment to the carrying amount of assets Novem Group S.A. (the “Company”, formerly Car Interior well as for the account of third parties, carry out any and liabilities affected in future periods. Design (Luxembourg) S.à r.l.) was originally formed as commercial, industrial or ﬁnancial activities which may a private company (Société à responsabilité limitée) for be useful or necessary to the accomplishment of its The increasingly complex and uncertain macroeco- an unlimited period of time under the laws of Luxem- purposes or which are related directly or indirectly to nomic and geopolitical environment, particularly due bourg on 12 July 2011 pursuant to a deed of incorpora- its purpose. to the Ukraine war, the conﬂict in Israel‑Gaza/Middle 1 tion published in the Mémorial, Recueil des Sociétés et East and tensions between China and Taiwan, requires Associations C on 28 September 2011, number 2306. The Company became listed on 19 July 2021 with its continuous and close observation by the management. shares listed on the Frankfurt stock exchange under Major global elections had an impact on the political TO OUR In June 2021, the extraordinary General Shareholders’ the ISIN code LU2356314745. and economic direction of the affected countries. The SHAREHOLDERS Meeting converted the Company from a private limited Group was not immune to uncertainties regarding trade 2 liability company (Société à responsabilité limitée) to The Company’s ﬁnancial year begins on 1 April and tariffs and weak economic growth, particularly in the a public limited liability company (Société Anonyme). ends on 31 March of each year. automotive sector. The stabilisation of inﬂation at a low As a consequence, the shares (parts sociales) were level and the decrease in key interest rates constitute a NON-FINANCIAL also converted and became shares with no nominal The Company also prepared consolidated ﬁnan- solid basis for future positive developments. REPORT value. The Company’s corporate name was amended cial statements in accordance with EU regulation 3 to Novem Group S.A. The Company is registered under 1606/2002, which are available at the registered oﬃce Those trends could impact the fair values and carry- the number B 162.537 in the Luxembourg trade register. of the Company. ing amounts of assets and liabilities, as well as the amount and timing of Novem’s results of operations GROUP The Company is managed by a Management Board The Company’s annual accounts are presented in and cash ﬂows. Estimates and assumptions are gener- MANAGEMENT under the supervision of a Supervisory Board. Euro (€), the Company’s functional currency. All ally based on existing knowledge and the best informa- REPORT amounts are rounded to the nearest thousand Euro tion available. 4 The Company is formed for an unlimited duration. unless otherwise indicated. Totals in tables were cal- culated on the basis of exact ﬁgures and rounded to Management has regularly reviewed the implications The purpose of the Company is the taking of participat- the nearest thousand Euro. For computational reasons, of the changing geopolitical and macroeconomic CONSOLIDATED ing interests in whatsoever form in other, either in Lux- there may be rounding differences to the exact math- conditions and has not identiﬁed a going concern or a FINANCIAL embourg or foreign companies and the management, ematical values in tables and references (monetary signiﬁcant issue, beyond the general scope of impact, STATEMENTS control and development of such participating inter- units, percentages, etc.). on the performance and ﬁnancial position of the Com- 5 ests. The Company may, in particular, acquire all types pany as of today. Management continues to monitor of transferable securities, either by way of contribution, The Management Board has considered the Company’s the current developments and their potential impact subscription, option, purchase or otherwise, as well as ability to continue its activities as a going concern. It on the Company. ANNUAL realise them by sale, transfer, exchange or otherwise. concluded that, as of the establishment of these ACCOUNTS The Company may also acquire and manage all pat- annual accounts, it is reasonable to assume that the The oﬃcial version of the accounts is the ESEF ver- 6 ents, trademarks, connected licenses and other rights Company will be able to continue as a going concern. sion available with the Oﬃcially Appointed Mechanism deriving from these patents or complementary thereto. However, market conditions subsequent to year‑end (OAM) tool. The Company may borrow and grant any assistance, ADDITIONAL loan, advance or guarantee to companies in which it INFORMATION NOVEM ANNUAL REPORT 2024/25 126 CONTENTS 2 Summary of signiﬁcant valuation and Presentation of comparative ﬁnancial data As a result, realised exchange gains and losses and accounting policies unrealised losses are recorded in the proﬁt and loss The ﬁgures for the year that ended on 31 March 2024 account. Unrealised exchange gains are not recognised. relating to other interest receivable and similar income Basis of preparation and income from other investments and loans forming Formation expenses part of the ﬁxed assets have been reclassiﬁed to ensure The annual accounts were prepared in accordance with comparability with the ﬁgures for the year ended 31 1 Luxembourg’s legal and regulatory requirements under March 2025. The position carries expenses arising from the context the historical cost convention and the going concern of the private placement and stock exchange listing assumption. Accounting policies and valuation rules (capital market transactions) of the Novem Group S.A. TO OUR Foreign currency translation are, besides the ones laid down by the Commercial Law relating to the newly issued shares and the reﬁnanc- SHAREHOLDERS dated 10 August 1915 as amended and the amended ing. Formation expenses are measured at cost less 2 Law of 19 December 2002, determined and applied The Company maintains its books and records in Euro. accumulated value adjustments and are written off on by the Management Board. Furthermore, the recom- The balance sheet and the proﬁt and loss account are a straight-line basis over a period of 5 years. mendations of CNC 20/2021 were taken into account, expressed in this currency. NON-FINANCIAL particularly regarding the optional substance-over- REPORT Intangible and tangible assets form principle under Article 29 (3) of the Law on the Formation expenses, tangible and ﬁnancial ﬁxed assets 3 Trade and Companies Register (RCS), which allows for denominated in currencies other than Euro are trans- an economic approach to be applied in the preparation lated at the historical exchange rates. Intangible and tangible assets are used for business of the annual accounts when it leads to a more faithful purposes and are measured at cost less accumulated GROUP representation of the Company’s ﬁnancial position and Cash at bank denominated in currencies other than value adjustments. Depreciation on intangible and MANAGEMENT performance. Refer to section 18. Euro is translated at the exchange rates prevailing at tangible assets is recorded on a straight-line basis in REPORT the date of the balance sheet. accordance with its utilisation and based on the useful 4 From the current perspective, there are no risks to the life of the asset. The residual value, depreciation meth- continued existence of Novem Group S.A. and its aﬃli- Current assets and liabilities denominated in currencies ods and useful life are reviewed annually and adjusted ated companies. other than Euro are translated separately respectively if necessary. CONSOLIDATED at the lower or at the higher of the value converted at FINANCIAL In preparing the annual accounts in accordance with the historical exchange rate or the value determined on Useful life of tangible assets (Other ﬁxtures and ﬁttings, STATEMENTS Luxembourg Generally Accepted Accounting Principles, the basis of the exchange rates effective at the balance tools and equipment): 5 to 6 years 5 management has made judgements and estimates sheet date. Solely the unrealised exchange losses are that affect the application of accounting policies and recorded in the proﬁt and loss account. The exchange Financial assets the reported amounts of assets, liabilities, income and gains are recorded in the proﬁt and loss account at the ANNUAL expenses. moment of their realisation. ACCOUNTS Shares in aﬃliated undertakings are stated at acqui- 6 Due to unforeseeable developments beyond the con- Long-term debts denominated in currencies other than sition cost including the expenses incidental thereto. trol of management, the actual ﬁgures may differ from Euro are translated at the historical exchange rates. Value adjustments are recorded if a reduction in the these estimates. Estimates and underlying assump- value is expected to be durable. The impairment analy- ADDITIONAL tions are reviewed on an ongoing basis. sis is done individually for each investment. Impairment INFORMATION NOVEM ANNUAL REPORT 2024/25 127 CONTENTS Creditors is expected to be durable if the fair value determined on of the balance sheet, are either likely to be incurred or the basis of Company planning (discounted cash ﬂow certain to be incurred but uncertain as to their amount method) as of the reporting date is below the carrying or the date on which they will arise. Debts are recorded at their reimbursement value. amount of the shares in aﬃliated undertakings. Where the amount repayable on account exceeds the Provisions may also be created to cover charges that amount received, the difference is shown as an asset Loans to aﬃliated undertakings are recorded at their have originated in the ﬁnancial year under review or in and is written off over the period of debt. nominal value. Loans are written down to their recover- a previous ﬁnancial year, the nature of which is clearly 1 able amount if there is a durable decrease in value. A deﬁned and which, at the date of the balance sheet, Dividend income decrease in value is considered durable if recovery is are either likely to be incurred or certain to be incurred unlikely and the impairment is not expected to reverse but uncertain as to their amount or the date on which TO OUR in the foreseeable future. they will arise. Dividend income is recognised at the moment the SHAREHOLDERS Company obtains legal entitlement to such income. 2 These value adjustments may not be continued if the Share-based payments reasons for which the value adjustments were recog- nised have ceased to exist. NON-FINANCIAL The Company accounts for share-based payments in REPORT accordance with IFRS 2, as permitted under Luxem- 3 Debtors bourg Law. It applies the optional substance principle under Article 29 (3) of the amended Luxembourg Law Current receivables are recorded at their nominal value. of 19 December 2002, in line with CNC 20/2021, to GROUP They are subject to value adjustments where their ensure that the economic reality of transactions is MANAGEMENT recovery is compromised. accurately reﬂected in the annual accounts. REPORT 4 These value adjustments may not be continued if the The Company established cash-settled share-based reasons for which the value adjustments were recog- payment agreements for members of the Manage- nised have ceased to exist. ment Board. The Performance Share Plan is granted CONSOLIDATED in annual tranches of virtual shares with a respective FINANCIAL performance period of four years. STATEMENTS Cash 5 According to IFRS 2, for cash‑settled share‑based pay- Cash at bank and in hand is recorded at its nominal ment transactions, the Company has to measure the value and comprises bank current accounts. liability incurred at the fair value of the liability. The fair ANNUAL value of the share-based payments of the Performance ACCOUNTS Share Plan has been measured at the end of each quar- 6 Provisions ter by using a Monte-Carlo-Simulation. Any changes in the liability are recognised in proﬁt or loss. Provisions are intended to cover losses or debts, the ADDITIONAL nature of which is clearly deﬁned and which, at the date INFORMATION NOVEM ANNUAL REPORT 2024/25 128 CONTENTS 3 Formation expenses 4 Fixed assets The tangible ﬁxed assets comprise oﬃce equipment and vehicles. The Management Board assessed that Formation expenses comprised expenses arising no value adjustment was required on the Company’s Tangible assets from the context of the private placement and stock tangible assets as of 31 March 2025. exchange listing of the Novem Group S.A. relating to the newly issued shares and the reﬁnancing. Fixed assets are depreciated on a straight‑line basis over a period of up to six years. 1 Formation expenses are depreciated on a straight‑line basis over a period of ﬁve years. in € thousand Total TO OUR SHAREHOLDERS Gross value in € thousand Total Balance as of 01 Apr 23 147 2 Gross value Additions - Balance as of 01 Apr 23 4,247 Disposals - Additions - NON-FINANCIAL Balance as of 31 Mar 24 147 REPORT Disposals - Additions - 3 Balance as of 31 Mar 24 4,247 Disposals - Additions - Balance as of 31 Mar 25 147 Disposals - GROUP MANAGEMENT Accumulated value adjustments Balance as of 31 Mar 25 4,247 REPORT Balance as of 01 Apr 23 24 4 Accumulated value adjustments Additions 25 Balance as of 01 Apr 23 1,393 Disposals - Additions 856 Balance as of 31 Mar 24 49 CONSOLIDATED FINANCIAL Disposals - Additions 25 STATEMENTS Balance as of 31 Mar 24 2,249 Disposals - 5 Additions 856 Balance as of 31 Mar 25 74 Disposals - Net book value Balance as of 31 Mar 25 3,105 ANNUAL ACCOUNTS Balance as of 31 Mar 24 98 Net book value 6 Balance as of 31 Mar 25 73 Balance as of 31 Mar 24 1,998 Balance as of 31 Mar 25 1,142 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 129 CONTENTS 5 Financial assets 6 Debtors 5.1 Shares in aﬃliated undertakings 6.1 Amounts owed by aﬃliated undertakings The shares in aﬃliated undertakings of the Company Receivables from aﬃliated companies of €1,005 consist of an investment in the Novem Group GmbH. thousand (31 March 2024: €1,249 thousand) resulted 1 The Company is the sole shareholder of Novem largely from recharge of costs to aﬃliated undertakings Group GmbH (the “Subsidiary”). as well as receivables from cash pooling and accrued interests (refer to section 5.2). TO OUR SHAREHOLDERS Percentage of Subsidiary Registered oﬃce ownership 2 6.2 Other debtors Weiden i.d. Oberpfalz Novem Group GmbH 100% (Germany) The amount of €186 thousand (31 March 2024: €708 NON-FINANCIAL Shareholder’s equity Result of the ﬁnancial Book value at Book value at thousand) mainly related to receivables from the tax REPORT in € thousand at 31 Mar 25 year ended 31 Mar 25 31 Mar 24 31 Mar 25 authorities. 3 Novem Group GmbH 674,156 -6,678 674,159 674,159 GROUP The Management Board has the opinion that no value MANAGEMENT adjustment was required on the Company’s ﬁnancial REPORT assets as at 31 March 2025. 4 5.2 Loans to aﬃliated undertakings CONSOLIDATED FINANCIAL As of 31 March 2025, Loans to aﬃliated undertakings STATEMENTS existed with Novem Group GmbH. The stated princi- 5 pal amount is €250,000 thousand (31 March 2024: €250,000 thousand) and matures on 20 July 2026. The accrued interest as of 31 March 2025 amounting to €0 ANNUAL (31 March 2024: €185 thousand) was calculated on the ACCOUNTS basis of a 360-day year with months of actual days. 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 130 CONTENTS 7 Capital and reserves Legal reserve Equity developed as follows in the ﬁnancial years In accordance with Luxembourg Law, the Company is 2023/24 and 2024/25: required to appropriate a minimum of 5% of the net proﬁt after tax for the year to a legal reserve until the balance of such reserve is equal to 10% of the issued Other share capital. The legal reserve is not available for dis- reserves, 1 including tribution to shareholders except upon the dissolution Share the fair Proﬁt Proﬁt for of the Company. No allocation was made to the legal Subscribed premium Legal value brought the ﬁnancial Capital and reserve in the current year as the 10% maximum has in € thousand capital account reserve reserve forward year reserves TO OUR already been reached. SHAREHOLDERS Balance as of 01 Apr 23 430 540,803 43 441 123,851 16,228 681,796 2 Allocation of previous - - - - 16,228 -16,228 - year’s proﬁt Authorised capital Dividend distributions - - - - -49,485 - -49,485 NON-FINANCIAL Proﬁt for the ﬁnancial The authorised capital of the Company is set at - - - - - 41,427 41,427 REPORT year €520,000 thousand divided into 52,000,000 shares Balance as of 31 Mar 24 430 540,803 43 441 90,594 41,427 673,738 3 with no nominal value. The Management Board is authorised to increase the current issued capital up Balance as of 01 Apr 24 430 540,803 43 441 90,594 41,427 673,738 to the amount of the authorised capital, in whole or in Allocation of previous GROUP - - - - 41,427 -41,427 - part, from time to time during ﬁve years following the year’s proﬁt MANAGEMENT according General Shareholders’ Meeting on 30 June REPORT Dividend distributions - - - - - - - 2021. 4 Proﬁt for the ﬁnancial - - - - - 713 713 year Balance as of 31 Mar 25 430 540,803 43 441 132,022 713 674,452 Other reserves, including the fair value reserve CONSOLIDATED FINANCIAL Subscribed capital entitled to dividends as declared from time to time and In accordance with paragraph 8a of the 16 October STATEMENTS are entitled to one vote per share at general meetings 1934 Law as amended, the Company is entitled to 5 As of 31 March 2025, the share capital of the Company of the Company. reduce the net wealth tax due for the year by an amount amounted to €430 thousand (31 March 2024: €430 which cannot exceed the corporate income tax due for thousand) and is divided into 43,030,303 ordinary the year. In order to avail of the above, the Company ANNUAL Share premium account shares (31 March 2024: 43,030,303 ordinary shares) must set up a restricted reserve equal to ﬁve times ACCOUNTS in a dematerialised form with no nominal value. All ordi- the amount of the net wealth tax (NWT) credited. This 6 nary shares rank equally with regard to the Company’s As of 31 March 2025, the share premium and simi- reserve has to be maintained for a period of ﬁve years residual assets. Each share of the Company represents lar premiums account of the Company amounted following the year in which it was created. In case of a par value of €0.01 in the Company’s share capital. to €540,803 thousand (31 March 2024: €540,803 distribution of the restricted reserve, the tax credit falls ADDITIONAL All shares are fully paid. Holders of these shares are thousand). due during the year in which it was distributed. INFORMATION NOVEM ANNUAL REPORT 2024/25 131 CONTENTS 9 Creditors 9.2 Trade creditors Reserve to be Amount in NWT of the year created in FS € thousand 2016 2016 10,525 Trade accounts payable amounted to €45 thousand (31 9.1 Amounts owed to credit institutions March 2024: €33 thousand) and mainly consisted of 2017 2017 29,375 invoices for insurance and advisory services. 2018 2018 32,325 In June 2021, a new term loan agreement for €310,000 2019 2019 35,425 thousand in total (€250,000 thousand as a term loan 1 2020 2020 46,075 9.3 Amounts owed to aﬃliated undertakings and €60,000 thousand as a revolving credit facility) 2021 2021 26,650 was entered into between Novem Group S.A. and an international syndicate of banks. Accordingly, the reﬁ- The liabilities to aﬃliated undertakings amounting to 2022 2022 52,475 TO OUR nancing was implemented as of 23 July 2021 by the €206 thousand (31 March 2024: €2,995 thousand) 2023 2023 208,075 SHAREHOLDERS drawdown of the term loan of €250,000 thousand and mainly comprised recharge of costs. Total 440,925 2 matures in July 2026. The revolving credit facility of €60,000 thousand has not been used to date. For the 9.4 Other creditors drawn term facility, the margin range is between 1.0% NON-FINANCIAL Dividend and 2.0% per annum, depending on the total net lever- REPORT age of the Group. Additionally, the respective 3-month The position of other creditors amounting to €1,268 3 At the Annual General Meeting on 22 August 2024, Euribor is reﬂected in the all‑in rate. The range for the thousand (31 March 2024: €979 thousand) contained the shareholders approved the Management Board’s commitment fee on the unused revolving credit facility mainly accruals for outstanding audit fees and Super- proposal not to distribute a dividend for the ﬁnancial is 30% of the actual margin, which is between 0.75% visory Board compensation not yet paid. In addition, it GROUP year 2023/24. and 1.75%. Interest and commitment fees are paid on included tax liabilities amounting to €527 thousand (31 MANAGEMENT a quarterly basis. March 2024: €245 thousand) relating to the current and REPORT The total dividend payout in prior year amounted to prior ﬁnancial year. 4 €49,485 thousand and thus corresponded to a payout The expected future out‑ﬂows are allocated to the fol- ratio of 99.0% of the consolidated net proﬁt. It con- lowing maturities. An amount of €9,719 thousand (31 10 Other operating income sisted of an ordinary dividend of €0.40 per share as March 2024: €13,461 thousand) is due within one year, CONSOLIDATED well as a special dividend of €0.75 per share, which and €252,612 thousand (31 March 2024: €263,936 FINANCIAL resulted in a total dividend of €1.15 per share (ordinary thousand) is due between one and ﬁve years. There are The other operating income mainly included reimburse- STATEMENTS plus special) for the ﬁnancial year 2022/23. no amounts owed to credit institutions with maturities ments for management services provided by Novem 5 exceeding ﬁve years. Group S.A. to other Novem Group companies as well as recharge of costs amounting to €2,285 thousand 8 Provisions The accrued interest and accrued commitment fees (PY: €2,589 thousand). ANNUAL as of 31 March 2025 amounting to €84 thousand (31 ACCOUNTS Provisions comprised primarily share-based payments March 2024: €203 thousand) was calculated on the 6 of €567 thousand (31 March 2024: €629 thousand) basis of a 360-day year with months of actual days. (refer to section 18) and provisions for bonuses of €56 The main portion was attributable to accrued interest. thousand (31 March 2024: €61 thousand). ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 132 CONTENTS 11 Other external expenses 16 Taxation period of four years. Deviating from this, the perfor- mance period of the ﬁrst tranche (tranche 2021) started The amount of €1,685 thousand (PY: €1,143 thousand) The Company is subject to Luxembourg Company Tax on the day of the listing of Novem Group S.A. and ended mainly included legal, advisory, insurance and audit Law. For detailed information on special reserve net on 31 March 2025. The second tranche (tranche 2022) fees as well as tax services. wealth tax, refer to section 7. started at the beginning of ﬁnancial year 2022/23 and will end on 31 March 2026. The third tranche (tranche 2023) started at the beginning of ﬁnancial year 2023/24 1 12 Employees 17 Related parties and will end on 31 March 2027. The fourth tranche (tranche 2024) started at the beginning of ﬁnancial year The Company employed four employees as of 31 March Novem Group S.A. is obliged by the European direc- 2024/25 and will end on 31 March 2028. TO OUR 2025 (31 March 2024: four employees). The average tive and Luxembourg Law to draw up a Remuneration SHAREHOLDERS number of employees in the ﬁnancial year 2024/25 Policy for the Supervisory Board as well as the Man- The conditionally granted number of virtual shares at 2 was four (PY: four employees), containing two full‑time agement Board. The principles and measurement of the beginning of the performance period is calculated employees (PY: two full‑time employees). the Remuneration Policy for the Management Board for each tranche by dividing a contractually deﬁned and Supervisory Board of the Novem Group S.A. are individual target amount by the start share price of the NON-FINANCIAL prepared in accordance with Article 7bis of the Luxem- share of Novem Group S.A. (arithmetic mean of the REPORT 13 Income from participating interests bourg Law of 24 May 2011 on the exercise of certain closing prices of the stock during the last 60 trading 3 rights of shareholders in listed companies. days prior to the start of the performance period). The income from participating interests amounted to €0 (PY: €40,000 thousand). The income from participat- In the ﬁnancial years 2024/25 and 2023/24, no transac - The ﬁnal number of virtual shares is determined by mul- GROUP ing interests in the prior ﬁnancial year derived from the tions occurred with direct and indirect shareholders. tiplying the total target achievement by the condition- MANAGEMENT dividend distribution. ally granted number of virtual shares. The total target REPORT achievement depends on the target achievement of the 4 18 Share-based payments two ﬁnancial ﬁgures relative Total Shareholder Return 14 Income from other investments and (70% weighting) and EBIT margin (30% weighting). The loans forming part of the ﬁxed assets The Management Board members of Novem Group S.A. target achievement of relative Total Shareholder Return CONSOLIDATED participate in a long-term incentive (Performance Share and EBIT margin can range between 0% and 150%. FINANCIAL The income from other investments and loans forming Plan) in the form of virtual shares. The Performance STATEMENTS part of ﬁxed assets derived from aﬃliated undertak- Share Plan is classiﬁed according to IFRS 2 as a cash‑ In order to determine the payout in cash, the ﬁnal num- 5 ings of €15,609 thousand (PY: €15,784 thousand) settled share-based payment. In line with the general ber of virtual shares is multiplied by the end share price comprised the interest from an intercompany loan. accounting principles applicable under Luxembourg of the share of Novem Group S.A. (arithmetic mean of GAAP and the guidance provided by CNC 20/2021, the the closing prices of the stock during the last 60 trading ANNUAL Company has applied the substance-over-form princi- days prior to the end of the performance period) plus ACCOUNTS 15 Interest payable and similar expenses ple to ensure a faithful representation of the economic the sum of the dividends disbursed during the perfor- 6 obligations arising from this arrangement. mance period. The payout is capped at 200% of the The position amounting to €13,465 thousand (PY: contractually deﬁned individual target amount. €13,340 thousand) mainly carried interest payables to The Performance Share Plan is granted in annual ADDITIONAL banks for the incorporated term loan. tranches of virtual shares with a respective performance INFORMATION NOVEM ANNUAL REPORT 2024/25 133 CONTENTS The ﬁrst tranche of the Performance Share Plan was These provisions have been included in other provisions For comparative purposes, the fair value and inputs allocated to Management Board members of Novem (refer to section 8). used in the assessment of the fair value as of 31 March Group S.A. for the ﬁnancial year 2021/22 and the num- 2024 were as follows: ber of conditionally granted virtual shares amounted to The expenses for ﬁnancial year 2024/25 amounted to 40,826. The award was subject to a four-year vesting €25 thousand (PY: €319 thousand). Valuation as of Tranche Tranche Tranche period ending in 2024/25. As the performance condi- 31 March 2024 2021 2022 2023 tions were not met by the end of the vesting period, the The fair value of the Performance Share Plan to calcu- Performance 19 Jul 21 – 1 Apr 22 – 1 Apr 23 – 1 tranche was forfeited and no shares will be awarded. late expenses and provisions was determined by using period 31 Mar 25 31 Mar 26 31 Mar 27 Consequently, the cumulative expense previously rec- a Monte-Carlo-Simulation. The expected volatility has Start share ognised in connection with this award, amounting to been based on the average of the median volatility of price Novem €16.46 €11.25 €9.06 TO OUR Group S.A. €108 thousand, was reversed through proﬁt or loss SDAX companies (term-congruent) and the historical SHAREHOLDERS in 2024/25. After deducting the utilisation during the volatility of Novem for the period available. The fair Remaining 2 duration of ﬁnancial year due to quarterly valuation, the remaining value and the inputs used in the assessment of the 1.0 year 2.0 years 3.0 years performance portion in the amount of €87 thousand was released fair value as of 31 March 2025 were as follows: period under other operating income. The corresponding provi- Expected NON-FINANCIAL sion was derecognised accordingly. This accounting 41.3% 49.7% 43.1% Valuation as of Tranche Tranche Tranche annual volatility REPORT treatment is in line with IFRS 2.19, which requires the 31 March 2025 2022 2023 2024 Risk-free annual 3 reversal of expenses when awards are forfeited due to 3.4% 2.8% 2.5% Performance 1 Apr 22 – 1 Apr 23 – 1 Apr 24 – interest rate non‑fulﬁlment of vesting conditions. period 31 Mar 26 31 Mar 27 31 Mar 28 Expected target Start share achievement GROUP The second tranche was awarded for the ﬁnancial year price Novem €11.25 €9.06 €6.64 for internal 100% 100% 100% MANAGEMENT Group S.A. target EBIT 2022/23 comprising 60,384 conditionally granted vir- REPORT margin tual shares, resulting in a provision of €169 thousand Remaining 4 duration of Fair value per as of 31 March 2025 (31 March 2024: €254 thousand). 1.0 year 2.0 years 3.0 years €2.96 €5.27 €5.10 performance virtual share period The third tranche was awarded for the ﬁnancial year Expected CONSOLIDATED 2023/24 with a total number of 83,288 conditionally 49.2% 45.4% 49.5% FINANCIAL annual volatility 19 Commitments, contingencies and granted virtual shares, corresponding to a provision of STATEMENTS Risk-free annual pledges €240 thousand as of 31 March 2025 (31 March 2024: 2.0% 2.0% 2.1% interest rate 5 €268 thousand). Expected target The Company entered into an English Law governed achievement The fourth tranche was awarded for the ﬁnancial year intercreditor agreement together with some of its for internal 100% 100% 100% ANNUAL target EBIT 2024/25 with a total number of 83,584 conditionally subsidiaries and several ﬁnancial institutions, with ACCOUNTS margin granted virtual shares, corresponding to a provision of the Company as the original borrower of the facilities 6 Fair value per €157 thousand as of 31 March 2025 (31 March 2024: agreement and an external bank as the original facil- €2.80 €3.10 €3.07 virtual share €0). ity agent and security agent. In connection with this agreement, the Company additionally entered into an ADDITIONAL account pledge agreement, a share pledge agreement INFORMATION NOVEM ANNUAL REPORT 2024/25 134 CONTENTS and a security assignment agreement in order to guar- antee the underlying nominal amount of the facilities agreement. Contingent liabilities constitute off-balance-sheet con- tingent liabilities recognised in the amount of the valu- ation as of the reporting date. The Company is jointly 1 liable together with three other group entities under a shared guarantee facility. The Novem Group S.A. possessed a €5,000 thousand credit line drawn in TO OUR the amount of €3,102 thousand (31 March 2024: €17 SHAREHOLDERS thousand) as a guarantee facility by the Company. This 2 utilisation is related to two avals, commonly referred to as guarantees, since a bank guarantees the payment of a ﬁnancial instrument. The probability of claims on NON-FINANCIAL this guarantee was assessed as low based on past REPORT experience. 3 Commitments regarding the rents not yet paid amounted to €60 thousand due within one year and GROUP €15 thousand due between one and ﬁve years, resulting MANAGEMENT in total commitments of €75 thousand (31 March 2024: REPORT €75 thousand) at the end of the ﬁnancial year. They 4 related to the leasing contract for oﬃce space. CONSOLIDATED 20 Subsequent events FINANCIAL STATEMENTS There were no events or developments that could have 5 materially affected the measurement and presentation of the Company’s assets and liabilities as of 31 March 2025. ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 135 RESPONSIBILITY STATEMENT CONTENTS We, Markus Wittmann (Chief Executive Oﬃcer), Maria Eichinger (Manager Consolidation), Benjamin Retzer (Chief Financial Oﬃcer), Mathias Rieger (Director Internal Audit) and Florian Sandner (Chief Operating Oﬃcer), conﬁrm, to the best of our knowledge, that the annual accounts which have been prepared in accordance with the legal requirements and generally 1 accepted accounting principles applicable in the Grand Duchy of Luxembourg, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt and loss TO OUR of Novem Group S.A. and that the Group Manage- SHAREHOLDERS ment Report includes a fair review of the development 2 and performance of the business and the position of Novem Group S.A., together with a description of the principal risks and uncertainties that they face. NON-FINANCIAL REPORT Luxembourg, 16 June 2025 3 Novem Group S.A. Management Board GROUP MANAGEMENT REPORT Markus Wittmann Maria Eichinger 4 Benjamin Retzer Mathias Rieger CONSOLIDATED FINANCIAL STATEMENTS Florian Sandner 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 136 INDEPENDENT AUDITOR’S REPORT CONTENTS To the Shareholders of du Secteur Financier (the “CSSF”). Our responsibilities Valuation of Shares in aﬃliated undertakings and Novem Group S.A. under the EU Regulation N° 537/2014, the Law of 23 Loans to aﬃliated undertakings 19, rue Edmond Reuter July 2016 and ISAs as adopted for Luxembourg by the L - 5326 Contern CSSF are further described in the « Responsibilities of a) Why the matter was considered to be one of most Luxembourg “réviseur d’entreprises agréé” for the audit of the annual signiﬁcant in our audit of the annual accounts for the accounts » section of our report. We are also independ- year ended 31 March 2025 ent of the Company in accordance with the International 1 REPORT OF THE RÉVISEUR Code of Ethics for Professional Accountants, including Refer to note 2 Summary of signiﬁcant valuation and D’ENTREPRISES AGRÉÉ International Independence Standards, issued by the accounting policies and note 5 Financial assets of the International Ethics Standards Board for Accountants annual accounts. TO OUR (“IESBA Code”) as adopted for Luxembourg by the CSSF SHAREHOLDERS Report on the audit of the annual accounts together with the ethical requirements that are relevant Novem Group S.A. is the ultimate holding entity of a 2 to our audit of the annual accounts, and have fulﬁlled group of entities which are specialised in the supply our other ethical responsibilities under those ethical of trim parts and decorative functional elements of Opinion requirements. We believe that the audit evidence we vehicle interiors in the premium automotive sector. NON-FINANCIAL have obtained is suﬃcient and appropriate to provide REPORT We have audited the annual accounts of Novem Group a basis for our opinion. As a holding entity, the Company holds as at 31 March 3 S.A. (the “Company”), which comprise the balance sheet 2025, a direct investment in Novem Group GmbH and as at 31 March 2025, and the proﬁt and loss account for has granted to it an intercompany loan. As at 31 March Key audit matters the year then ended, and notes to the annual accounts, 2025, the Company’s direct investment amounts to GROUP including a summary of signiﬁcant accounting policies. €674,159 thousand, and is disclosed under Shares MANAGEMENT Key audit matters are those matters that, in our profes- in aﬃliated undertakings, whereas the intercompany REPORT In our opinion, the accompanying annual accounts sional judgment, were of most signiﬁcance in our audit loan amounts to €250,000 thousand and is disclosed 4 give a true and fair view of the ﬁnancial position of the of the annual accounts of the current period. These under Loans to aﬃliated undertakings, both amounts Company as at 31 March 2025, and of the results of its matters were addressed in the context of the audit of representing in aggregate 99.73% of the total assets. operations for the year then ended in accordance with the annual accounts as a whole, and in forming our Both the Shares in aﬃliated undertakings and the Loans CONSOLIDATED Luxembourg legal and regulatory requirements relat- opinion thereon, and we do not provide a separate to aﬃliated undertakings are recorded at their nomi- FINANCIAL ing to the preparation and presentation of the annual opinion on these matters. nal value including any incidental costs thereto, if any, STATEMENTS accounts. value adjustments if the recoverable amount is durably 5 impaired. Basis for opinion At least annually, the Management Board of the ANNUAL Company evaluates the carrying value of the Shares ACCOUNTS We conducted our audit in accordance with the EU Reg- in aﬃliated undertakings and the Loans to aﬃliated 6 ulation N° 537/2014, the Law of 23 July 2016 on the undertakings. audit profession (the “Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted The evaluation of the carrying value of the Shares ADDITIONAL for Luxembourg by the Commission de Surveillance in aﬃliated undertakings and the Loans to aﬃliated INFORMATION NOVEM ANNUAL REPORT 2024/25 137 CONTENTS undertakings is considered a key audit matter due to consisting among others of the WACC, the esti- In connection with our audit of the annual accounts, their weight of the total assets. In addition, the mar- mated cash ﬂow projections, including the growth our responsibility is to read the other information and, ket capitalisation of Novem has decreased from the rates and the expected margins as well as the net in doing so, consider whether the other information is date of the stock listing, this being 19 July 2021, to debt as at 31 March 2025. materially inconsistent with the annual accounts or our the 31 March 2025, leading to an impairment trigger. • Performing a retrospective review of the budgets knowledge obtained in the audit or otherwise appears to In order to assess the potential durable reduction in used in the prior years’ DCF models in order to be materially misstated. If, based on the work we have value, the Management Board prepared a valuation of assess the accuracy of the budgeting process and performed, we conclude that there is a material mis- 1 the Novem Group GmbH and its subsidiaries using a the historical inputs used in these DCF models. statement of this other information, we are required to Discounted Cash Flow (DCF) model. Certain aspects of • Verifying the mathematical accuracy of the DCF report this fact. We have nothing to report in this regard. the DCF model require signiﬁcant judgement, such as model. TO OUR the estimation of the Weighted Average Cost of Capital • Comparing the equity value of the Shares in aﬃliated SHAREHOLDERS Responsibilities of the Management Board and (WACC), the estimated cash ﬂow projections including undertakings determined by the Management Board 2 Those Charged with Governance for the annual the growth rates and the expected margins. through the DCF model with the carrying amount of accounts the Shares in aﬃliated undertakings as recorded in b) How the matter was addressed during the audit the annual accounts as at 31 March 2025. NON-FINANCIAL • Comparing the results from the valuation using the The Management Board is responsible for the prepa- REPORT Our audit procedures in relation to the assessment of DCF model under the income approach with alterna- ration and fair presentation of the annual accounts 3 the valuation of the Shares in aﬃliated undertakings tive valuation methods, such as the market approach. in accordance with Luxembourg legal and regulatory and the Loans to aﬃliated undertakings performed by requirements relating to the preparation and presen- Management Board, consisted mainly of: We also assessed the adequacy of the Company’s tation of the annual accounts, and for such internal GROUP disclosures in respect of the accounting policies on control as the Management Board determines is neces- MANAGEMENT • Gaining an understanding of the Management impairment as disclosed in Note 2 and Note 5 to the sary to enable the preparation of annual accounts that REPORT Board’s process and controls related to the identiﬁ- annual accounts. are free from material misstatement, whether due to 4 cation of impairment indicators and the impairment fraud or error. test in relation to the Shares in aﬃliated undertak- Other information ings and Loans to aﬃliated undertakings (ﬁnancial The Management Board is responsible for presenting CONSOLIDATED assets) and the assessment of the design & imple- the annual accounts in compliance with the require- FINANCIAL mentation of key controls identiﬁed. The Management Board is responsible for the other ments set out in the Delegated Regulation 2019/815 on STATEMENTS • Assessing the appropriateness of the valuation information. The other information comprises the European Single Electronic Format (“ESEF Regulation”). 5 methodology applied by the Management Board information stated in the annual report including the regarding the valuation of Shares in aﬃliated under- management report and the Corporate Governance In preparing the annual accounts, the Management takings and Loans to aﬃliated undertakings. Statement but does not include the annual accounts Board is responsible for assessing the Company’s ANNUAL • Gaining an understanding of the Board of Manage- and our report of the “réviseur d’entreprises agréé” ability to continue as a going concern, disclosing, as ACCOUNTS ment’s process in relation to budgeting and recon- thereon. applicable, matters related to going concern and using 6 ciling the budget used in the DCF model with the the going concern basis of accounting unless the Man- budget approved by the Supervisory Board. Our opinion on the annual accounts does not cover the agement Board either intends to liquidate the Company • Auditing the key parameters of the DCF model other information and we do not express any form of or to cease operations, or has no realistic alternative ADDITIONAL applied by the Management Board, such inputs assurance conclusion thereon. but to do so. INFORMATION NOVEM ANNUAL REPORT 2024/25 138 CONTENTS Those charged with governance are responsible for for our opinion. The risk of not detecting a material and timing of the audit and signiﬁcant audit ﬁndings, overseeing the Company’s ﬁnancial reporting process. misstatement resulting from fraud is higher than including any signiﬁcant deﬁciencies in internal control for one resulting from error, as fraud may involve that we identify during our audit. collusion, forgery, intentional omissions, misrepre- Responsibilities of the réviseur d’entreprises sentations, or the override of internal control. We also provide those charged with governance with a agréé for the audit of the annual accounts • Obtain an understanding of internal control relevant statement that we have complied with relevant ethical to the audit in order to design audit procedures that requirements regarding independence, and to com- 1 The objectives of our audit are to obtain reasonable are appropriate in the circumstances, but not for the municate with them all relationships and other mat- assurance about whether the annual accounts as a purpose of expressing an opinion on the effective- ters that may reasonably be thought to bear on our whole are free from material misstatement, whether ness of the Company’s internal control. independence, and where applicable, actions taken to TO OUR due to fraud or error, and to issue a report of the “révi- • Evaluate the appropriateness of accounting poli- eliminate threats or safeguards applied. SHAREHOLDERS seur d’entreprises agréé” that includes our opinion. cies used and the reasonableness of accounting 2 Reasonable assurance is a high level of assurance, but estimates and related disclosures made by the From the matters communicated with those charged is not a guarantee that an audit conducted in accord- Management Board. with governance, we determine those matters that ance with the EU Regulation N° 537/2014, the Law of • Conclude on the appropriateness of the Manage- were of most signiﬁcance in the audit of the annual NON-FINANCIAL 23 July 2016 and with ISAs as adopted for Luxembourg ment Board’s use of the going concern basis of accounts of the current period and are therefore the key REPORT by the CSSF will always detect a material misstatement accounting and, based on the audit evidence audit matters. We describe these matters in our report 3 when it exists. Misstatements can arise from fraud or obtained, whether a material uncertainty exists unless law or regulation precludes public disclosure error and are considered material if, individually or in related to events or conditions that may cast sig- about the matter. the aggregate, they could reasonably be expected to niﬁcant doubt on the Company’s ability to continue GROUP inﬂuence the economic decisions of users taken on as a going concern. If we conclude that a material MANAGEMENT Report on other legal and regulatory the basis of these annual accounts. uncertainty exists, we are required to draw attention REPORT requirements in our report of the “réviseur d’entreprises agréé” to 4 Our responsibility is to assess whether the annual the related disclosures in the annual accounts or, accounts have been prepared in all material respects if such disclosures are inadequate, to modify our We have been appointed as “réviseur d’entreprises with the requirements laid down in the ESEF Regulation. opinion. Our conclusions are based on the audit agréé” by the Shareholders on 22 August 2024 and the CONSOLIDATED evidence obtained up to the date of our report of duration of our uninterrupted engagement, including FINANCIAL As part of an audit in accordance with the EU Regula- the “réviseur d’entreprises agréé”. However, future previous renewals and reappointments, is 3 years. STATEMENTS tion N° 537/2014, the Law of 23 July 2016 and with events or conditions may cause the Company to 5 ISAs as adopted for Luxembourg by the CSSF, we exer- cease to continue as a going concern. The management report, which is included on page 48 cise professional judgment and maintain professional • Evaluate the overall presentation, structure and of the Group Management Report, itself included in the skepticism throughout the audit. We also: content of the annual accounts, including the dis- Novem Annual Report, is consistent with the annual ANNUAL closures, and whether the annual accounts repre- accounts and has been prepared in accordance with ACCOUNTS • Identify and assess the risks of material misstate- sent the underlying transactions and events in a applicable legal requirements. 6 ment of the annual accounts, whether due to fraud manner that achieves fair presentation. or error, design and perform audit procedures The Corporate Governance Statement is included in the responsive to those risks, and obtain audit evidence We communicate with those charged with governance Group Management Report. The information required ADDITIONAL that is suﬃcient and appropriate to provide a basis regarding, among other matters, the planned scope by Article 68ter paragraph (1) letters c) and d) of the law INFORMATION NOVEM ANNUAL REPORT 2024/25 139 CONTENTS of 19 December 2002 on the commercial and compa- Luxembourg, 16 June 2025 nies register and on the accounting records and annual accounts of undertakings as amended, is consistent KPMG Audit S.à r.l. with the annual accounts and has been prepared in Cabinet de révision agréé accordance with applicable legal requirements. Yves Thorn We conﬁrm that the audit opinion is consistent with the Partner 1 additional report to the audit committee or equivalent. We conﬁrm that the prohibited non‑audit services TO OUR referred to in the EU Regulation N° 537/2014 were not SHAREHOLDERS provided and that we remained independent of the 2 Company in conducting the audit. We have checked the compliance of the annual NON-FINANCIAL accounts of the Company as at 31 March 2025 with REPORT relevant statutory requirements set out in the ESEF 3 Regulation that are applicable to annual accounts. For the Company it relates to: GROUP MANAGEMENT • Annual accounts prepared in a valid xHTML format. REPORT 4 In our opinion, the annual accounts of Novem Group S.A. as at 31 March 2025, identiﬁed as Novem-2025-03-31- 0-en.zip, have been prepared, in all material respects, CONSOLIDATED in compliance with the requirements laid down in the FINANCIAL ESEF Regulation. STATEMENTS 5 Our audit report only refers to the annual accounts of Novem Group S.A. as at 31 March 2025, identiﬁed as Novem-2025-03-31-0-en.zip, prepared and presented ANNUAL in accordance with the requirements laid down in the ACCOUNTS ESEF Regulation, which is the only authoritative version. 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 140 Technical veneer open pore 6 information Additional FINANCIAL CALENDAR CONTACT CONTENTS 07 August 2025 Q1 2025/26 Results Investor Relations [email protected] 21 August 2025 Annual General Meeting 2025 13 November 2025 HY 2025/26 Results IMPRINT 05 February 2026 Q3 2025/26 Results 1 28 May 2026 FY 2025/26 Preliminary Results TO OUR 25 June 2026 Annual Report 2025/26 SHAREHOLDERS Published by 2 All information is constantly updated and available. Novem Group S.A. Please visit the investor section on the Company website: 19, rue Edmond Reuter NON-FINANCIAL www.ir.novem.com 5326 Contern, Luxembourg REPORT www.novem.com 3 Concept and layout GROUP MANAGEMENT Novem Group REPORT 4 Date of publication CONSOLIDATED 26 June 2025 FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 142 GLOSSARY CONTENTS Adj. EBIT is deﬁned as EBIT adjusted for certain adjust- Days payables outstanding (DPO) is deﬁned by divid- Free cash ﬂow is deﬁned as the sum of cash ﬂow from ments which management considers to be non-recur- ing trade payables (as shown in the consolidated state- operating and investing activities. ring in nature, as Novem believes such items are not ment of ﬁnancial position, but excluding tooling) by net reﬂective of the ongoing performance of the business. costs series incurred in the three months. GlobalData is an independent and exclusively automo- tive-focused global forecasting and market intelligence Adj. EBIT margin is deﬁned as Adj. EBIT divided by Days sales outstanding (DSO) is deﬁned by dividing service provider. revenue. trade receivables (as shown in the consolidated state- 1 ment of ﬁnancial position, but excluding tooling) by rev- Gross ﬁnancial debt is deﬁned as the sum of liabilities Adj. EBITDA is deﬁned as proﬁt for the year before enue generated from the sale of series trim elements to banks, hedging and lease liabilities. income tax result, ﬁnancial result and amortisation, in the last three months. TO OUR depreciation and write-downs adjusted for certain LkSG stands for Lieferkettensorgfaltspﬂichtengesetz. SHAREHOLDERS adjustments which management considers to be EBIT is deﬁned as proﬁt for the year before income tax 2 non-recurring in nature, as Novem believes such items result and ﬁnancial result. Net ﬁnancial debt is deﬁned as gross ﬁnancial debt are not reﬂective of the ongoing performance of the less cash and cash equivalents. business. EBITDA is deﬁned as proﬁt for the year before income NON-FINANCIAL tax result, ﬁnancial result and amortisation and Net leverage ratio is deﬁned as the ratio of net ﬁnancial REPORT Adj. EBITDA margin is deﬁned as Adj. EBITDA divided depreciation. debt to Adj. EBITDA. 3 by revenue. ECB stands for European Central Bank. OEM stands for Original Equipment Manufacturer. Articles of Association means the articles of associa- GROUP tion of the Company. EOP stands for End of (series) production. Order intake is deﬁned as all offers for goods and ser- MANAGEMENT vices processed within a certain period of time. REPORT Capital expenditure is deﬁned as the sum of cash paid FAAC stands for Financial assets measured at amor- 4 for investments in property, plant and equipment and tised cost. Quality data includes, for example, key ﬁgures such cash paid for investments in intangible assets exclud- as scrap and rework rates as well as PPM (parts per ing currency translation effects. FAFVTPL stands for Financial assets measured at fair million). CONSOLIDATED value through proﬁt or loss. FINANCIAL CNC stands for Commission des Normes Comptables. Shareholders’ Rights Law is the Luxembourg Law of STATEMENTS Fed stands for Federal Reserve System. 24 May 2011 on the exercise of certain rights of share- 5 Companies’ Law is the Luxembourg Law of 10 August holders in listed companies, as amended. 2015 on commercial companies, as amended. FLAC stands for Financial liabilities measured at amor- tised cost. SOP stands for Start of (series) production. ANNUAL Days inventory outstanding (DIO) is deﬁned by dividing ACCOUNTS inventories (as shown in the consolidated statement FLFVTPL stands for Financial liabilities measured at Staﬃng level is deﬁned as the number of employees 6 of ﬁnancial position, but excluding tooling) by revenue fair value through proﬁt or loss. working at any one time. generated from the sale of series trim elements in the last three months. Fluctuation is deﬁned as the number of employees who Takeover Law is the Luxembourg Law on Takeovers ADDITIONAL left the Group per year in relation to the total workforce. of 19 May 2006. INFORMATION NOVEM ANNUAL REPORT 2024/25 143 CONTENTS Tooling net is deﬁned as all costs and revenue related to tools, tool development and prototypes as well as pre-series business. Total operating performance is deﬁned as the sum of revenue and increase or decrease in ﬁnished goods. 1 Total working capital is deﬁned as the sum of inven- tories, trade receivables and contract assets excluding expected losses less trade payables, tooling advance TO OUR payments received and other provisions related to SHAREHOLDERS Tooling. 2 Trade working capital is deﬁned as the sum of inven- tories non-tooling and trade receivables related to NON-FINANCIAL non-tooling less trade payables related to non-tooling. REPORT 3 Transparency Directive is the Directive 2004 / 109 / EC, as amended. GROUP VDR stands for German Business Travel Association. MANAGEMENT REPORT 4 CONSOLIDATED FINANCIAL STATEMENTS 5 ANNUAL ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 144 DISCLAIMER CONTENTS Novem Group S.A. (the “Company”) has prepared this Annual Report solely for your information. It should not be treated as giving investment advice. Neither the Company, nor any of its directors, oﬃcers, employees, direct or indirect shareholders and advisors nor any other person shall have any liability whatsoever for any direct or indirect losses arising from any use of 1 this Annual Report. While the Company has taken all reasonable care to ensure that the facts stated in this Annual Report are accurate and that the opinions con- TO OUR tained in it are fair and reasonable, this Annual Report SHAREHOLDERS is selective in nature. Any opinions expressed in this 2 Annual Report are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information NON-FINANCIAL contained in this Annual Report. Where this Annual REPORT Report quotes any information or statistics from 3 any external source, you should not interpret that the Company has adopted or endorsed such information or statistics as being accurate. This Annual Report con- GROUP tains forward-looking statements, which involve risks, MANAGEMENT uncertainties and assumptions that could cause actual REPORT results, performance or events to differ materially from 4 those described in, or expressed or implied by, such statements. These statements reﬂect the Company’s current knowledge and its expectations and projections CONSOLIDATED about future events and may be identiﬁed by the con- FINANCIAL text of such statements or words such as “anticipate”, STATEMENTS “believe”, “estimate”, “expect”, “intend”, “plan”, “project” 5 and “target”. No obligation is assumed to update any such statement. Numbers were rounded to one deci- mal. Due to rounding, the numbers presented may not ANNUAL add up precisely to the totals provided. ACCOUNTS 6 ADDITIONAL INFORMATION NOVEM ANNUAL REPORT 2024/25 145 NOVEM ANNUAL REPORT 2024/25

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