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Azelis Group NV — Interim / Quarterly Report 2025
Jul 31, 2025
3909_ir_2025-07-31_311bf25a-2e9b-4eff-91a9-fab094f59de1.pdf
Interim / Quarterly Report
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Interim Financial Report
For the first six months of 2025
For the first six months of 2025

CONTENTS
- Report of the management
- Management review
- Statement of the Board of Directors
- Auditor's report
- Unaudited condensed consolidated interim financial statements
- Alternative performance measures
- Disclaimer

3
Report of the management
H1 2025 highlights
- Revenue of EUR 2.2bn in H1 2025, representing year-on-year increase of 0.6% (+3.3% on a constant currency basis), with 1.2% organic revenue growth and 2.2% revenue growth contribution from acquisitions offsetting the negative F/X impact during the period.
- Gross profit of EUR 515m resulting in gross profit margin of 23.9%. The 68 bp gross margin contraction reflects the mix effectfrom higher growth contribution from Industrial Chemicals and the Group's less mature businesses.
- Adjusted EBITA of EUR 234m results in adjusted EBITA margin of 10.9%, and conversion margin of 45.5%. The EBITA and conversion margins in H1 2025 do not yet reflect the full benefit of cost-saving measures announced at the beginning of Q2.
- Net profit of EUR 85m represents a decline of 14.6% over the prior year, driven by the lower operating profit.
- Free cash flow increased by 10.8% over the prior year to EUR 151m despite the lower EBITDA. Cash conversion expanded by more than 10 percentage points to 63.8% underscoring the resilient, cash-generative nature of the business model.
- Leverage ratio was 3.1x at the end of June 2025, versus 2.9x at the end of December 2024, and 2.7x at the end of June 2024. The step-up in the leverage ratio reflects the slower EBITDA evolution and the impact of deferred payments made in H1 2025.
- Two acquisitions were completed in H1 2025, and a third was announced shortly after the close of the period. The three companies had combined annual revenue of over EUR 100m in 2024.
- The Group is focused on managing its costs whilst uncertainty persists in the near-term, whilst continuing to execute on its medium-term strategy to capture the benefits of an attractive industry.
| (in millions of €) | H1 2025 | H1 2024 | Change | Constant currency |
|---|---|---|---|---|
| Life Sciences | 1,349.8 | 1,348.4 | 0.1% | 2.6% |
| Industrial Chemicals | 809.2 | 797.3 | 1.5% | 4.6% |
| Revenue | 2,158.9 | 2,145.7 | 0.6% | 3.3% |
| Gross profit | 515.1 | 526.5 | -2.2% | 0.3% |
| Gross profit margin | 23.9% | 24.5% | -68 bp | -75 bp |
| Adjusted EBITDA1 | 256.6 | 274.8 | -6.6% | -4.1% |
| Adjusted EBITDA margin | 11.9% | 12.8% | -92 bp | -95 bp |
| Adjusted EBITA1 | 234.5 | 254.0 | -7.7% | -5.3% |
| Adjusted EBITA margin | 10.9% | 11.8% | -98 bp | -101 bp |
| Conversion margin1 | 45.5% | 48.2% | -273 bp | -273 bp |
| Net profit | 85.5 | 100.1 | -14.6% | -15.7% |
| Cash earnings per share1 | 0.51 | 0.612 | -15.8% | -18.4% |
| Earnings per share | 0.34 | 0.39 | -11.9% | -18.6% |
| Operating cash flow | 176.5 | 153.4 | 15.1% | |
| Free cash flow1 | 151.2 | 136.5 | 10.8% | |
| FCF conversion ratio1 | 63.8% | 53.3% | 1055 bp | |
| Net working capital/ revenue normalised for acquisitions1 | 15.8% | 15.4% | 36 bp | |
| Leverage ratio1 | 3.1x | 2.7x | + 0.4x |
1 Refer to the definitions of alternative performance measures in the Group's Integrated Report
2 The H1 2024 Cash EPS previously reported was €0.56. Refer to the revised definition in the Integrated Report 2024.
Comment from Anna Bertona, CEO: "Our results in H1 2025 reflect the resilience of our business model and the dedication of our teams, allowing us to navigate short-term volatility, whilst continuing to position Azelis as the industry reference in our focus end markets.
Despite the impact of the growing trade and geopolitical uncertainty around the world, we remain confident that we have the right strategy to ensure that we capture the opportunities created by the volatility in the industry and emerge stronger than before.
We are making good progress on aligning our resources with end-market demand. We remain focused on delivering further on our cost savings programme as we move through the remainder of the year. Furthermore, our asset-light, flexible business model allows us to continue focusing on profit and cash generation alongside our growth ambitions through the cycle."
"Our results in H1 2025 reflect the resilience of our business model and the dedication of our teams, allowing us to navigate short-term volatility whilst continuing to position Azelis as the industry reference in our focus end markets."
Anna Bertona, Chief Executive Officer
Management review
Operational review
Headline results
| 457.1 5.1% 415.3 -3.2% 222.2 -5.1% 1,094.6 -0.1% |
5.7% -9.5% -9.1% |
EMEA Americas |
979.1 759.7 |
917.2 786.7 |
-2.2% | 4.2% | 4.8% | 6.7% |
|---|---|---|---|---|---|---|---|---|
| -3.2% | 0.2% | -0.4% | -3.4% | |||||
| Asia Pacific | 420.1 | 441.8 | -2.7% | 1.5% | -3.6% | -4.9% | ||
| -3.1% | Group revenue | 2,158.9 | 2,145.7 | -2.7% | 2.2% | 1.2% | 0.6% | |
| 119.4 2.3% |
2.6% | EMEA | 248.8 | 240.6 | -1.8% | 3.1% | 2.1% | 3.4% |
| 101.4 -5.2% |
-11.5% | Americas | 181.9 | 193.7 | -3.1% | 0.2% | -3.1% | -6.0% |
| 45.1 -11.8% |
-13.4% | Asia Pacific | 84.4 | 92.2 | -2.7% | 3.6% | -9.5% | -8.5% |
| 265.9 -3.0% |
-5.5% | Group gross profit |
515.1 | 526.5 | -2.4% | 2.1% | -1.8% | -2.2% |
| -3.9% | ||||||||
| -10.6% | ||||||||
| 22.6 | -4.9% | |||||||
| 129.7 -9.5% |
-11.5% | Group adjusted | 234.5 | 254.0 | -2.4% | 2.6% | -7.9% | -7.7% |
| 62.3 -1.8% 53.3 -9.7% -19.2% |
-2.0% -15.7% -17.1% |
EMEA Americas Asia Pacific EBITA1 |
123.2 88.1 42.6 |
128.1 98.5 44.8 |
-2.1% -3.0% -2.3% |
2.8% 0.2% 6.1% |
-4.6% -7.8% -8.7% |
Azelis delivered revenue of EUR 2.2bn in H1 2025, representing year-on-year growth of 0.6%. Revenue during the period was driven by a 1.2% organic revenue growth and a 2.2% growth contribution from acquisitions, offset by a 2.7% negative impact from F/X translation. In Q2, revenue declined by 3.1% versus the prior year, as the 5.1% F/X headwind offset stable organic revenue growth and a 2.1% revenue growth contribution from acquisitions.
In H1 2025, revenue in Life Sciences was EUR 1.3bn, in line with the prior year (+2.6% in constant currency), and revenue in Industrial Chemicals increased by 1.5% to EUR 809m (+4.6% in constant currency). During the period, we completed the acquisition of Solchem, strengthening our presence in the Spanish nutraceuticals market, and S Amit Group, reinforcing our footprint in India.
EMEA
| Q2 2025 | Q2 2024 | Change | (in millions of €) | H1 2025 | H1 2024 | Change | Constant currency |
|---|---|---|---|---|---|---|---|
| 483.2 | 457.1 | 5.7% | Revenue | 979.1 | 917.2 | 6.7% | 9.0% |
| 122.6 | 119.4 | 2.6% | Gross profit | 248.8 | 240.6 | 3.4% | 5.2% |
| 25.4% | 26.1% | -76 bp | Gross profit margin | 25.4% | 26.2% | -82 bp | -94 bp |
| 66.4 | 66.9 | -0.7% | Adjusted EBITDA | 133.4 | 136.6 | -2.3% | -0.1% |
| 13.7% | 14.6% | -89 bp | Adjusted EBITDA margin | 13.6% | 14.9% | -126 bp | -128 bp |
| 61.0 | 62.3 | -2.0% | Adjusted EBITA | 123.2 | 128.1 | -3.9% | -1.8% |
| 12.6% | 13.6% | -100 bp | Adjusted EBITA margin | 12.6% | 14.0% | -139 bp | -141 bp |
| 49.8% | 52.2% | -238 bp | Conversion margin | 49.5% | 53.2% | -374 bp | -359 bp |
EMEA revenue increased by 6.7% year-on-year (+9.0% in constant currency) to EUR 979.1m in H1 2025, driven by organic revenue growth of 4.8% and revenue growth contribution from acquisitions of 4.2%, partially offset by a 2.2% negative impactfrom F/X translation.In Q2, revenue increased by 5.7% year-on-year, as organic growth accelerated to 5.1%, driven by continued growth in volumes and constructive pricing across most end markets in both Life Sciences and Industrial Chemicals.
Gross profit increased by 3.4% year-on-year (+5.2% in constant currency) to EUR 248.8m, translating to a gross margin of 25.4% for the period. The 82 bp gross margin contraction reflects negative product mix effects primarily within Industrial Chemicals, as well as dilution from recent acquisitions. Adjusted EBITA decreased by 3.9% to EUR 123.2m, resulting in a 139 bp adjusted EBITA margin contraction, as the benefit of the cost savings plan in the region is not yet fully reflected in the results for the period. Conversion margin in H1 2025 was 49.5%. Management review
| Americas | |
|---|---|
| Q2 2025 | Q2 2024 | Change | (in millions of €) | H1 2025 | H1 2024 | Change | Constant currency |
|---|---|---|---|---|---|---|---|
| 376.0 | 415.3 | -9.5% | Revenue | 759.7 | 786.7 | -3.4% | -0.2% |
| 89.7 | 101.4 | -11.5% | Gross profit | 181.9 | 193.7 | -6.0% | -2.9% |
| 23.9% | 24.4% | -55 bp | Gross profit margin | 23.9% | 24.6% | -67 bp | -70 bp |
| 48.6 | 57.1 | -14.8% | Adjusted EBITDA | 95.4 | 106.2 | -10.1% | -7.1% |
| 12.9% | 13.7% | -81 bp | Adjusted EBITDA margin | 12.6% | 13.5% | -94 bp | -96 bp |
| 44.9 | 53.3 | -15.7% | Adjusted EBITA | 88.1 | 98.5 | -10.6% | -7.6% |
| 11.9% | 12.8% | -88 bp | Adjusted EBITA margin | 11.6% | 12.5% | -93 bp | -97 bp |
| 50.1% | 52.6% | -248 bp | Conversion margin | 48.4% | 50.9% | -246 bp | -255 bp |
Asia Pacific
| Q2 2025 | Q2 2024 | Change | (in millions of €) | H1 2025 | H1 2024 | Change | Constant currency |
|---|---|---|---|---|---|---|---|
| 201.9 | 222.2 | -9.1% | Revenue | 420.1 | 441.8 | -4.9% | -2.2% |
| 39.0 | 45.1 | -13.4% | Gross profit | 84.4 | 92.2 | -8.5% | -5.9% |
| 19.3% | 20.3% | -96 bp | Gross profit margin | 20.1% | 20.9% | -80 bp | -81 bp |
| 20.7 | 24.9 | -16.8% | Adjusted EBITDA | 46.6 | 49.0 | -5.0% | -2.6% |
| 10.2% | 11.2% | -94 bp | Adjusted EBITDA margin | 11.1% | 11.1% | -1 bp | -5 bp |
| 18.7 | 22.6 | -17.1% | Adjusted EBITA | 42.6 | 44.8 | -4.9% | -2.6% |
| 9.3% | 10.2% | -90 bp | Adjusted EBITA margin | 10.1% | 10.1% | 0 bp | -4 bp |
| 48.0% | 50.2% | -218 bp | Conversion margin | 50.5% | 48.6% | 194 bp | 177 bp |
Revenue in the Americas was EUR 759.7m in H1 2025, representing a year-on-year decrease of 3.4% (-0.2% in constant currency). Organic revenue and M&A revenue growth contribution were broadly stable, whilst FX translation represented a negative impact of 3.2%. In Q2, revenue decreased by 9.5% driven by a significant FX headwind of 6.3% and an organic decline of 3.2%, reversing the organic growth in Q1. The organic decline was due largely to further deterioration in Personal Care as consumer sentiment over the near-term economic outlook weighed on demand.
Gross profit in the region declined by 6.0% to EUR 181.9m, resulting in gross profit margin of 23.9%. The 67 bp gross margin step-down reflects the negative mix effect from higher contribution from Industrial Chemicals and Latin America. During the period, Adjusted EBITA was EUR 88.1m, leading to a 93 bp contraction in Adjusted EBITA margin, due to softer topline and gross profit and dilution from our less mature Latin America business. The results similarly only reflect preliminary impact from recently initiated cost measures. Conversion margin contracted by 246 bp to 48.4% for the period.
In H1 2025, revenue in APAC was reduced by 4.9% compared to the prior year (-2.2% in constant currency). Organic revenue declined by 3.6% due to slowing volume growth in India and Southeast Asia, continued weakness in Australia and New Zealand, and residual impact of our portfolio optimisation programme in the region. Revenue growth contribution from acquisitions was 1.5%, while FX translation represented a 2.7% headwind. In Q2, revenue decreased by 9.1% year-on-year, driven by a 5.1% organic decline and a negative impact from FX translation of 5.2%.
Gross profit in the region decreased by 8.5% year-on-year (-5.9% in constant currency) to EUR 84.4m, representing gross profit margin of 20.1%. The 80 bp gross margin contraction reflects negative mix effects, as well as competitive pressure in Southeast Asia. Adjusted EBITA declined by 4.9% year-on-year (–2.6% in constant currency), reflecting only an initial contribution from cost-saving measures. Despite the topline pressure, the Adjusted EBITA margin remained stable at 10.1%, and conversion margin expanded by 194 basis points to 50.5%. Management review
Holding companies
| Q2 2025 | Q2 2024 | Change | H1 2025 | H1 2024 | Change | Constant currency |
|
|---|---|---|---|---|---|---|---|
| -9.9 | -8.5 | 15.8% | Adjusted EBITA (in millions of €) | -19.3 | -17.4 | 11.5% | 11.5% |
| -0.9% | -0.8% | -15 bp | As % of Group revenue | -0.9% | -0.8% | -9 bp | -6 bp |
Financial review
| Q2 2025 | Q2 2024 | Change | (in millions of €) | H1 2025 |
H1 2024 |
F/X | M&A | Organic | Total |
|---|---|---|---|---|---|---|---|---|---|
| 1,061.1 | 1,094.6 | -3.1% | Revenue | 2,158.9 | 2,145.7 | -2.7% | 2.2% | 1.2% | 0.6% |
| 251.3 | 265.9 | -5.5% | Gross profit | 515.1 | 526.5 | -2.4% | 2.1% | -1.8% | -2.2% |
| 114.8 | 129.7 | -11.5% | Adjusted EBITA | 234.5 | 254.0 | -2.4% | 2.6% | -7.9% | -7.7% |
Operating costs at the Group's holding companies, which relate to the Group's non-operating entities as well as the head office in Belgium, rose by 11.5% to EUR 19.3m, or 0.9% of Group revenues. The increase was due mostly to higher costs from the expansion of the Group's shared service centres and general cost inflation in various professional services.
Outlook
The market for speciality chemical and food ingredient distribution remains highly attractive. Azelis is confident that it has the right strategy to navigate the challenges and benefit from the opportunities generated by the trends shaping its industry.
| Q2 2025 | Q2 2024 | Change | (in millions of €) | H1 2025 | H1 2024 | Change | Constant currency |
|---|---|---|---|---|---|---|---|
| 656.5 | 679.6 | -3.4% | Life Sciences | 1,349.8 | 1,348.4 | 0.1% | 2.6% |
| 404.6 | 415.0 | -2.5% | Industrial Chemicals | 809.2 | 797.3 | 1.5% | 4.6% |
| 1,061.1 | 1,094.6 | -3.1% | Group revenue | 2,158.9 | 2,145.7 | 0.6% | 3.3% |
| 251.3 | 265.9 | -5.5% | Gross profit | 515.1 | 526.5 | -2.2% | 0.3% |
| 23.7% | 24.3% | -61 bp | Gross profit margin | 23.9% | 24.5% | -68 bp | -75 bp |
| 126.1 | 140.5 | -10.3% | Adjusted EBITDA | 256.6 | 274.8 | -6.6% | -4.1% |
| 11.9% | 12.8% | -95 bp | Adjusted EBITDA margin | 11.9% | 12.8% | -92 bp | -95 bp |
| 114.8 | 129.7 | -11.5% | Adjusted EBITA | 234.5 | 254.0 | -7.7% | -5.3% |
| 10.8% | 11.8% | -103 bp | Adjusted EBITA margin | 10.9% | 11.8% | -98 bp | -101 bp |
| 45.7% | 48.8% | -309 bp | Conversion margin | 45.5% | 48.2% | -273 bp | -273 bp |
| 90.5 | 106.8 | -15.3% | Operating profit | 190.9 | 214.7 | -11.1% | -8.7% |
| 49.9 | 55.6 | -10.2% | Net profit | 85.5 | 100.1 | -14.6% | -15.7% |
Revenue
Revenue in H1 2025 increased by 0.6% year-on-year to EUR 2.2bn, with organic growth and revenue growth contribution from acquisitions offset by the negative impact of F/X translation. During the period, Group organic revenue increased by 1.2%, driven by continued growth in EMEA. Revenue from acquisitions represented topline growth contribution of 2.2%, while FX translation represented a 2.7% headwind.
Revenue in Life Sciences was stable compared to the prior year at EUR 1.3bn (+2.6% in constant currency), supported by robust performance across most of the end markets in EMEA, offsetting the impact of weak Personal Care in the Americas and soft demand in Southeast Asia. Revenue in Industrial Chemicals increased by 1.5% to EUR 809m (+4.6% in constant currency), driven by continued growth in EMEA and broadly stable performance in the Americas.
Profitability
For H1 2025, gross profit was EUR 515m, down 2.2% (+0.3% in constant currency) compared to the prior year, resulting in a gross profit margin of 23.9%. The 68 bp gross margin contraction reflects the negative mix effect across our businesses, as well as dilution from recent acquisitions. Adjusted EBITA was EUR 234m, representing a 7.7% year-on-year decline, and Adjusted EBITA margin of 10.9%. The 98 bp contraction was driven by higher operating costs compared to the prior year; meanwhile, the recently-launched cost savings programme is not yet fully reflected in the results for the period.
Net financial expense in H1 2025 was EUR 69.9m, representing a decrease of 3.4% compared to the prior year, as lower financial expense offset the decline in financial income during the period. The lower financial expense was mainly driven by the significant reduction in interest expense, -14.7% compared to the prior year, as well as a 5.9% year-on-year decrease in other financial costs.
Tax expense for the first half of the year was EUR 35.5m, implying an effective tax rate (ETR) of 29.3%, versus 29.6% in the prior year.
Net profit was EUR 85.5m, resulting in cash earnings per share of EUR 0.51 for the first half of the year.
| (in millions of €) | H1 2025 | H1 2024 |
|---|---|---|
| Operating profit | 190.9 | 214.7 |
| Net financial expense | -69.9 | -72.4 |
| Financial income | 8.3 | 15.3 |
| Financial expense | -78.2 | -87.7 |
| Interest expense on bank loans and overdrafts | -42.1 | -49.4 |
| Interest lease commitments | -4.0 | -4.2 |
| Other financial cost | -32.1 | -34.1 |
| Profit before tax | 121.0 | 142.3 |
| Tax expense | -35.5 | -42.2 |
| Net profit | 85.5 | 100.1 |
| Earnings per share | 0.34 | 0.39 |
| Cash earnings per share | 0.51 | 0.611 |
1 The H1 2024 Cash EPS previously reported was €0.56. Refer to the revised definition in the Integrated Report 2024.
Cash flow and financing
Net working capital to revenue normalised for acquisitions was 15.8% at the end of June 2025, versus 15.9% in December 2024, and 15.4% in June 2024. The Group is committed to managing its working capital in line with slower demand, and expects to reduce working capital investments in the second half of the year.
Free cash flow increased by 10.8% year-on-year to EUR 151.2m despite lower EBITDA, driven by lower investment in working capital compared to the same period in 2024. This resulted in a 10.6 percentage point uplift in FCF conversion ratio to 63.8% for H1 2025, compared to 53.3% in H1 2024.
Net debt was EUR 1.6bn and leverage ratio stood at 3.1x at the end of June 2025, reflecting the slower EBITDA evolution and the payment of EUR 99m in deferred considerations and put options in H1 2025. The Group remains committed to its leverage policy and is focused on managing leverage back within the targeted 2.5x - 3.0x range. At the end of the period, the Group had liquidity of EUR 702m in cash and unused revolving credit facility (RCF).
| (in millions of €) | H1 2025 | H1 2024 |
|---|---|---|
| Operating cash flow | 176.5 | 153.4 |
| Free cash flow | 151.2 | 136.5 |
| FCF conversion | 63.8% | 53.3% |
| Net working capital / revenue normalised for acquisitions | 15.8% | 15.4% |
| Net indebtedness | 1,603.9 | 1,393.7 |
| Leverage ratio | 3.1x | 2.7x |
Statement of the Board of Directors
To the best of their knowledge, the Board of Directors of Azelis Group NV declares, on behalf and for the account of the Company, that:
• the condensed consolidated interim financial statements are prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit or loss of Azelis Group NV and its consolidated companies. These interim financial statements do not include all information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Azelis Group NV as at and for the year ended 31 December, 2024;
• the management report includes a fair review of the development and performance of the business and the position of Azelis Group NV and the entities included in the consolidation as a whole, together with a description of the principal risks and uncertainties they face for the remaining six months of the financial year.
Belgium, Antwerp, 28 July 2025
For the Board of Directors,

Auditor's report

Statutory auditor's report on review of condensed consolidated interim financial information for the period ended 30 June 2025
Introduction
We have reviewed the accompanying consolidated statement of financial position of Azelis Group NV and its subsidiaries (the Group) as of 30 June 2025 and the related consolidated income statement, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the six-month period then ended, and the explanatory notes (the condensed consolidated interim financial information). This condensed consolidated interim financial information is characterised by total assets of EUR 5,667,666 thousand and a netincome for the six-month period of EUR 85,498 thousand.
The Board of Directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, as adopted by the European Union.
Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements 2410, Review ofInterim FinancialInformation Performed by the independent auditor ofthe entity. A review ofinterim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with international standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34, as adopted by the European Union.
Antwerp, 28 July 2025
The statutory auditor PwC Bedrijfsrevisoren BV/Reviseurs d'Entreprises SRL Represented by
Peter D'hondt* Bedrijfsrevisor/Réviseur d'Entreprises
*Acting on behalf of Peter D'hondt BV
Unaudited condensed consolidated interim financial statements
- Consolidated income statement
- Consolidated statement of other comprehensive income
- Consolidated statement of financial position
- Consolidated statement of cash flows
- Consolidated statement of changes in equity
- Notes to the condensed consolidated interim financial statements
- General
- Operating segments
- Business combinations
- Revenue
- Net financial expenses
- Loans and borrowings
- Capital and reserves
Consolidated income statement
| (in thousands of €) | Note | Jan-June 2025 |
Jan-June 2024 |
|---|---|---|---|
| Revenue | 4 | 2,158,925 | 2,145,661 |
| Other operating income | 12,013 | 12,832 | |
| Total income | 2,170,938 | 2,158,493 | |
| Costs for goods and consumables | -1,655,851 | -1,632,026 | |
| Gross profit | 515,087 | 526,467 | |
| Employee benefits expenses | -161,476 | -153,210 | |
| External services and other expenses | -104,181 | -102,445 | |
| Depreciation of tangible assets | -22,157 | -20,829 | |
| Amortisation of intangible assets | -36,352 | -35,300 | |
| Operating profit / loss (-) | 190,921 | 214,683 | |
| Financial income | 5 | 8,275 | 15,321 |
| Financial expenses | 5 | -78,210 | -87,718 |
| Net financial expense | -69,935 | -72,397 | |
| Profit / loss (-) before tax | 120,986 | 142,286 | |
| Income tax income / expense (-) | -35,488 | -42,156 | |
| Net profit / loss (-) for the period from continuing operations | 85,498 | 100,130 | |
| Attributable to: | |||
| Equity holders of the parent | 83,547 | 94,822 | |
| Non-controlling interests | 1,951 | 5,308 | |
| Net profit / loss (-) for the period | 85,498 | 100,130 | |
| in € | in € | ||
| Basic earnings per share | 0.34 | 0.39 | |
| Diluted earnings per share | 0.34 | 0.39 |
Consolidated statement of other comprehensive income
| (in thousands of €) | Note | Jan-June 2025 |
Jan-June 2024 |
|---|---|---|---|
| Net profit / loss (-) for the period | 85,498 | 100,130 | |
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange differences on translation of foreign operations | -284,763 | 27,725 | |
| Income tax relating to these items | -760 | 2,555 | |
| Items that will not be reclassified subsequently to profit or loss | |||
| Actuarial gains / losses (-) on employee benefits | - | - | |
| Income tax relating to these items | - | - | |
| Total other comprehensive income | -285,523 | 30,280 | |
| Total comprehensive income for the period | -200,025 | 130,410 | |
| Attributable to: | |||
| Equity holders of the parent | -204,731 | 126,954 | |
| Non-controlling interests | 4,706 | 3,456 | |
| Total comprehensive income for the period | -200,025 | 130,410 |
Consolidated statement of financial position
| (in thousands of €) | Note | 30 June, 2025 |
31 December, 2024 |
|---|---|---|---|
| Assets | |||
| Goodwill | 3 | 2,389,157 | 2,536,844 |
| Intangible assets | 1,315,352 | 1,391,781 | |
| Property, plant and equipment | 63,574 | 66,063 | |
| Right of use assets | 147,242 | 161,546 | |
| Investments in associates | 254 | 254 | |
| Other financial assets | 2,933 | 1,388 | |
| Deferred tax assets | 25,736 | 22,100 | |
| Total non-current assets | 3,944,248 | 4,179,976 | |
| Inventories | 643,724 | 677,945 | |
| Trade and other receivables | 617,157 | 589,031 | |
| Income tax receivables | 10,243 | 11,379 | |
| Other financial assets | 5 | 604 | |
| Cash and cash equivalents | 452,289 | 303,945 | |
| Total current assets | 1,723,418 | 1,582,904 | |
| Total assets | 5,667,666 | 5,762,880 |
| (in thousands of €) | Note | 30 June, 2025 |
31 December, 2024 |
|---|---|---|---|
| Equity and liabilities | |||
| Share capital | 5,880,000 | 5,880,000 | |
| Reserves | -4,186,760 | -3,880,188 | |
| Retained earnings | 7 | 878,612 | 695,633 |
| Unappropriated result | 83,547 | 180,693 | |
| Issued capital and reserves attributable to owners of the parent | 2,655,399 | 2,876,138 | |
| Non-controlling interests | 20,420 | 44,008 | |
| Total equity | 2,675,819 | 2,920,146 | |
| Loans and borrowings | 6 | 1,601,176 | 1,613,916 |
| Lease obligations | 121,169 | 134,475 | |
| Employee benefit obligations | 13,132 | 13,882 | |
| Provisions | 2,288 | 2,517 | |
| Other non-current liabilities | 7,673 | 33,166 | |
| Deferred tax liabilities | 217,887 | 225,904 | |
| Total non-current liabilities | 1,963,325 | 2,023,860 | |
| Bank overdrafts | 11,674 | 19,146 | |
| Loans and borrowings | 6 | 303,619 | 47,175 |
| Lease obligations | 28,746 | 29,278 | |
| Provisions | 1,453 | 2,487 | |
| Income tax payables | 19,977 | 20,221 | |
| Trade and other payables | 663,053 | 700,567 | |
| Total current liabilities | 1,028,522 | 818,874 | |
| Total liabilities | 2,991,847 | 2,842,734 | |
| Total equity and liabilities | 5,667,666 | 5,762,880 |
Consolidated statement of cash flows
| (in thousands of €) | Note | Jan-June 2025 |
Jan-June 2024 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit / loss (-) for the period | 85,498 | 100,130 | |
| Adjustments for: | |||
| Depreciation, amortisation and impairment expenses | 58,509 | 56,128 | |
| Net financial expense | 69,935 | 72,397 | |
| Cost of share-based payment | 7 | 1,069 | 989 |
| Income tax income / expense | 35,488 | 42,156 | |
| Change in inventories | -5,975 | -37,361 | |
| Change in trade and other receivables and other investments | -90,923 | -160,204 | |
| Change in trade and other payables | 23,958 | 81,070 | |
| Change in provisions | -1,030 | -1,906 | |
| Cash flow from operating activities | 176,529 | 153,399 | |
| Interest received | 2,757 | 9,279 | |
| Income tax paid | -38,114 | -22,196 | |
| Net cash flow from operating activities | 141,172 | 140,482 | |
| Cash flow from investing activities | |||
| Acquisition of property, plant and equipment and intangible assets | -18,420 | -5,469 | |
| Acquisition of subsidiaries, net of cash acquired | 3 | -47,425 | -122,033 |
| Net cash flow from investing activities | -65,845 | -127,502 |
| (in thousands of €) | Note | Jan-June 2025 |
Jan-June 2024 |
|---|---|---|---|
| Cash flows from financing activities | |||
| Payments of lease obligation | -19,678 | -18,572 | |
| Acquisition of non-controlling interests | -80,638 | - | |
| Purchase of treasury shares | 7 | -1,190 | -2,507 |
| Interest paid | -56,031 | -62,287 | |
| Proceeds from loans and borrowings | 6 | 268,221 | 29,558 |
| Repayments of loans and borrowings | 6 | -38,101 | -64,203 |
| Other cash flows from financing activities | 6,332 | -4,432 | |
| Net cash flow from financing activities | 78,915 | -122,443 | |
| Net (decrease) increase in cash and cash equivalents | 154,241 | -109,463 | |
| Effect of exchange rate fluctuations on cash held | 1,575 | -1,467 | |
| Cash and cash equivalents minus bank overdraft at beginning ofthe period | 284,799 | 466,588 | |
| Cash and cash equivalents minus Bank overdraft at 30 June | 440,615 | 355,658 |
Consolidated statement of changes in equity
| Reserves | Total equity | Non | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of €) | Share capital | Other reserves | available for distribution |
Translation reserve |
Retained earnings |
Unappropriated result |
holders of the parent |
controlling interests |
Total equity |
| Balance as of 31 December , 2024 | 5,880,000 | -4,115,185 | 271,900 | -36,902 | 695,633 | 180,693 | 2,876,138 | 44,008 | 2,920,146 |
| Appropriation of result prior year | 360 | 6,847 | 173,486 | -180,693 | - | - | |||
| Written put options on non-controlling interests | - | - | |||||||
| Share-based payment | -1,127 | -1,127 | -1,127 | ||||||
| Treasury shares | 266 | 266 | 266 | ||||||
| Dividend attributed to shareholders of the Group | -54,906 | -54,906 | -54,906 | ||||||
| Adjustments hyperinflation | 9,493 | 9,493 | 9,493 | ||||||
| Net profit / loss (-) for the period | 83,547 | 83,547 | 1,952 | 85,499 | |||||
| Other comprehensive income | -287,139 | -287,139 | 1,616 | -285,523 | |||||
| Other movements | 29,127 | 29,127 | -27,156 | 1,971 | |||||
| Balance as of 30 June, 2025 | 5,880,000 | -4,086,558 | 223,840 | -324,041 | 878,612 | 83,547 | 2,655,399 | 20,420 | 2,675,819 |
| Reserves available for |
Translation | Retained | Unappropriated | Total equity holders of the |
Non controlling |
||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of €) | Share capital | Other reserves | distribution | reserve | earnings | result | parent | interests | Total equity |
| Balance as of 31 December, 2023 | 5,880,000 | -4,158,213 | 325,211 | -94,074 | 459,372 | 177,704 | 2,589,999 | 86,579 | 2,676,578 |
| Appropriation of result prior year | 177,704 | -177,704 | - | - | |||||
| Written put options on non-controlling interests | -2,003 | -2,003 | -2,003 | ||||||
| Share-based payment | 990 | 990 | 990 | ||||||
| Treasury shares | -2,507 | -2,507 | -2,507 | ||||||
| Dividend attributed to shareholders of the Group | -53,311 | -53,311 | -53,311 | ||||||
| Adjustments hyperinflation | 32,828 | 32,828 | 32,828 | ||||||
| Net profit / loss (-) for the period | 94,822 | 94,822 | 5,308 | 100,130 | |||||
| Other comprehensive income | 32,132 | 32,132 | -1,852 | 30,280 | |||||
| Other movements | -3,116 | -3,116 | -1,730 | -4,846 | |||||
| Balance as of 30 June, 2024 | 5,880,000 | -4,164,850 | 271,900 | -61,942 | 669,904 | 94,822 | 2,689,833 | 88,305 | 2,778,138 |
Notes to the condensed consolidated interim financial statements
1. General
Introduction
Azelis Group NV (the Company) is a publicly traded company listed on Euronext Brussels (ticker: AZE) and part of the BEL20 and BEL® ESG Index. The Company has its registered office and principal place of business at Posthofbrug 12 box 6, 2600 Antwerp, Belgium. Azelis Group NV is registered in Belgium under the number 0769.555.240.
The Company acts as the parent company of the Azelis Group, a global group primarily involved in the distribution of specialty chemical products used in the Life Sciences (Personal Care, Home Care & Industrial Cleaning, Pharmaceuticals & Healthcare, Food & Nutrition, Animal Nutrition, Agricultural & Environmental Solutions and Flavors & Fragrances) and Industrial Chemicals industry (CASE, Advanced Materials & Additives, Lubricants & Metalworking Fluids, Electronics, Essentials and Fine Chemicals, and Textiles, Leather & Paper).
The unaudited condensed consolidated interim financial statements of the Company for the first six months of 2025 comprise the Company and its subsidiaries (together referred to as the 'Group' or as 'Azelis' being the global trade name of the Group) and the Group's interest in associates.
Basis of preparation
Azelis prepares its condensed consolidated interim financial statements on a semi-annual basis, in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union and as issued by the IASB. The accounting policies have been consistently applied to all the periods presented and are in accordance with the policies as adopted for the preparation of Azelis's Integrated Report 2024, with the exception of the estimation of income taxes (measurement during interim periods is based on estimated expected effective annual income tax rate for the full financial year). These condensed consolidated interim financial statements do not include all the information required for the preparation of the annual consolidated financial statements and should be read in conjunction with Azelis's Integrated Report 2024.
There are no significant changes in accounting policies applied by Azelis in these condensed consolidated interim financial statements compared to those in Azelis's Integrated Report 2024. New standards and interpretations applicable for the annual period beginning on 1 January 2025 did not have any material impact on these condensed consolidated interim financial statements. Azelis has not early adopted any other standard, interpretation, or amendment that has been issued but is not yet effective.
Financial instruments: fair value and hierarchy
For financial instruments measured at fair value in Azelis's consolidated statement of financial position (i.e., derivatives), the fair values as of 30 June, 2025 are not significantly different from the fair values as included in the consolidated financial statements for the year ended 31 December 2024. The carrying amount of all other financial assets and liabilities approximates their fair value. All instruments are Level 2, except for earnout liabilities and put options qualifying as Level 3 instruments.
On a selective basis, the Group has outstanding foreign exchange contracts to manage the exposure to foreign currency risk on outstanding foreign currency receivables/payables, as well as an interest rate cap contract relating to its variable interest rate risk.
Turkey change in functional currency
Effective 1 April, 2025, the functional currency of Azelis's Turkish subsidiary was changed from the Turkish Lira to the Euro, reflecting a gradual shift in the subsidiary's economic environment over recent years, whereby its underlying transactions, events, and conditions have increasingly become Euro-denominated. This is further supported by recent amendments to Decree No. 32 allowing Turkish entities to contract and collect in foreign currencies. As a result, effective 1 April, 2025, the Turkish subsidiary discontinued the application of IAS 29 'Financial Reporting in Hyperinflationary Economies', and recognised the hyperinflated values of assets and liabilities as their carrying amounts as of 31 March, 2025.
Judgements and estimates
The accounting judgements and key sources of estimation uncertainty as included in the Integrated Report 2024 remain applicable.
During the fourth quarter of 2024, the yearly impairment tests have been executed by discounting future cash flows projections from a five-year detailed business plan which is approved by senior management. All units had sufficient headroom over their carrying amount including goodwill at the end of 2024, which led to the conclusion that there was no indication of an impairment loss per 31 December, 2024. During the first six months of 2025, no triggering event has occurred which requires an update to the impairment test, confirming that the headroom for all cash generating units is sufficient and that no impairment is required as of 30 June, 2025.
Seasonal patterns
Azelis's activities are not exposed to notable seasonal changes throughout the year apart from a moderate decrease in revenue during holiday seasons in Azelis's different jurisdictions. The Group's net working capital has a stable character with a moderate build-up towards the second quarter of the year and generally lower levels of net working capital in the fourth quarter, with related cash-release accordingly.
Risk management
The Group's risk management policies are established to identify and to analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Azelis's risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities, including focus on credit risks, liquidity risks, market risks and operational risks.
In addition, Azelis has appointed an Internal Auditor since 2019, who independently and directly reports to the Chairman of the Audit Committee.
Current main risks and uncertainties are in accordance with the assessment as has been disclosed in the Risk Management section of Azelis's Integrated Report 2024, also taking into accountthe current economic, financial and geopolitical environment. Azelis's business is well positioned for the ongoing uncertainties given its diversified specialty chemicals portfolio, but also based on its asset-light business model. Azelis's cost base, other than payroll and some other predominantly fixed costs, is mostly variable. Azelis has multiple cost levers that can be activated to mitigate the impact of downturns, which enables it to react rapidly to decline or economic crises and furthers the Group's resilience.
With its laboratories, the Company is well positioned to support its customers with many new formulations that are necessitated as a result of changing conditions. Azelis is helping its customers and its principals to respond to climate-changes, and to achieve their sustainability goals by, for example, promoting sustainable products
and product development, encouraging sustainable formulation creation in its laboratories, and assessing its principals and implementing corporate social responsibility due diligence procedures when selecting and onboarding principals.
Alongside sustainability, innovation and digitalisation form the pillars of Azelis's strategy for creating value. Investments in innovation centers, application laboratories, e-Labs, principal portals, and customer portals are helping to accelerate the supply of sustainable products.
Related parties
The Group has a related party relationship with certain of its subsidiaries, shareholders, managers, executive officers and associates. The Group has non-controlling interests.
During the reporting period, no material transactions with related parties occurred outside the normal course of business.
Legal and Tax
There are no significant tax and other contingencies per the end of June 2025 and December 2024.
Subsequent events
In July 2025, the Group acquired 100% of the shares of Azienda Chimica e Farmaceutica (ACEF), a distributor of speciality raw materials and ingredients for the cosmetic, nutraceutical, galenic and pharma industries in Italy. This acquisition will reinforce Group's footprint in the domestic market by leveraging portfolio synergies, actively consolidating the business while creating value for all its stakeholders.
No subsequent events, other than those disclosed, have been identified after 30 June, 2025, that could have a material or significant impact on the interim financial statements.
2. Operating segments
The Group's reportable segments are based on the regions in which it operates: EMEA, Americas and Asia-Pacific. This reflects the organisation of the Group, providing its speciality chemicals distribution services in all these regions. Operating expenses of non-operating companies are reported in the segment Group holding. Adjusted EBITA of Group holding represents costs related to corporate activities and central support services, mainly at the Group's service center and headquarter in Belgium.
Results of the operating segments are reflected in the below table:
Jan-June 2025
| (in thousands of €) | EMEA | Americas | Asia Pacific | Group holding & other |
Total |
|---|---|---|---|---|---|
| Revenue | 979,107 | 759,726 | 420,092 | - | 2,158,925 |
| Gross profit | 248,769 | 181,949 | 84,369 | - | 515,087 |
| Adjusted EBITA | 123,157 | 88,052 | 42,600 | -19,348 | 234,461 |
| Operating profit | 190,921 | ||||
| Net working capital | 197,079 | 282,893 | 210,784 | -5,558 | 685,197 |
Jan-June 2024
| (in thousands of €) | EMEA | Americas | Asia Pacific | Group holding & other |
Total |
|---|---|---|---|---|---|
| Revenue | 917,220 | 786,689 | 441,752 | - | 2,145,661 |
| Gross profit | 240,565 | 193,656 | 92,246 | - | 526,467 |
| Adjusted EBITA | 128,094 | 98,488 | 44,791 | -17,354 | 254,019 |
| Operating profit | 214,682 | ||||
| Net working capital | 174,323 | 282,304 | 216,480 | -6,833 | 666,273 |
3. Business combinations
The Group completed the below acquisitions during the first six months of 2025:
On 3 April 2025, Azelis acquired 100% of the shares of Solchem Nature S.L. (Solchem), reinforcing its presence in the Spanish nutraceuticals market. The acquisition aligns with Azelis's strategy as it focuses on a targeted business that supports growing its market share in Spain, adding expertise to its EMEA-wide nutraceutical platform. Backed by long-standing relationships with well-known principals in the industry, it is a valuable contribution to Azelis's lateral value chain. The acquisition presents principals with new opportunities for growth and customers with a wider range of products to innovate with.
On 3 June 2025, Azelis acquired 100% of the distribution business of S. Amit Group, a Mumbai-based distributor of performance chemicals for the pharmaceutical, agricultural and CASE markets in India. The acquisition strengthens Azelis's market share in India and is in line with the Group's strategy of reinforcing its position as
the industry reference in its focus end markets. This acquisition is consistent with Azelis's strategy of playing an active role in industry consolidation, and the product portfolio expansion in the pharma, agri and CASE markets is another demonstration of the Group's commitment to continuously reinforcing its position as the industry reference in its focus end markets.
These aforementioned acquisitions together have generated over €30 million of revenues for the full year 2024. During the first six months of 2025, these acquisitions together have added €6.4 million of revenue, €1.0 million of adjusted EBITA and €0.7 million of net profit to the Group's net result.
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Assets acquired and liabilities assumed | ||
| Distribution rights | 13,988 | 31,741 |
| Other intangible assets | - | 79 |
| Property, plant and equipment | 104 | 300 |
| Right of use assets | 230 | 381 |
| Deferred tax assets | 409 | 1,224 |
| Other long-term receivables | 5 | - |
| Other non-current financial assets | 22 | - |
| Inventories | 4,824 | 5,685 |
| Trade and other receivables | 9,013 | 7,499 |
| Cash and cash equivalents | 1,573 | 1,633 |
| Loans and borrowings non current | -105 | - |
| Lease liabilities non current | -134 | -197 |
| Deferred tax liabilities | -1,689 | -6,949 |
| Trade and other payables | -6,945 | -6,004 |
| Bank overdrafts | -120 | - |
| Loans and borrowings current | - | -1,109 |
| Lease liabilities current | -96 | -184 |
| Provisions | -100 | -169 |
| Employee benefit obligations | -15 | -119 |
| Total fair value identified assets acquired and liabilities assumed | 20,963 | 33,811 |
| Non-controlling interests | - | - |
| Estimated earnout liabilities | 1,090 | 6,925 |
| Deferred payments | 1,426 | 3,389 |
| Consideration paid in cash | 32,549 | 61,331 |
| Total consideration | 35,065 | 71,645 |
| Goodwill | 14,102 | 37,834 |
The fair values of the acquired identifiable assets and liabilities and the value of the consideration paid are accounted for on a provisional basis. The purchase price allocations will be finalised at a later stage and may result in adjustments to provisional values as a result of completing the initial accounting from the acquisition date. The fair values of the acquired net assets, based on a provisional assessment, are summarised in the table above. No significant indemnification assets or contingent liabilities had to be recognised in the business combinations.
The considerations are primarily paid for in cash and, depending on the acquisition, also consist of deferred payments and/or accruals for estimated earnout. For the first six months of 2025, deferred payments and initial earnout liabilities, recognised as part of the consideration paid, total €2.5 million (for the first six months of 2024: €10.3 million). Earnout payments are all contingent on the profitability ofthe acquired company at a future point in time and have been estimated based on the business plan of the acquired company.
During the first half of 2025, the total goodwill of Azelis decreased by €147.7 million, primarily as a result of currency translation differences, which are recognised in other comprehensive income. The abovementioned acquisitions contributed to an increase in goodwill of €14.1 million.
Acquisitions are accounted for using the acquisition method. Goodwill represents the excess of acquisition cost over the fair values of identified acquired assets and liabilities, and mainly represents the business knowledge and the qualified staff. Goodwill is not deductible for tax purposes in all jurisdictions where acquisitions occurred. The distribution rights have been valued based upon the expected return being generated through strategic mandates. The trade and other receivables include an amount of €1.2 million for expected credit loss provisions. Certain transactions relating to key employees' compensation plans are considered as separate transactions and are not included in the business combination accounting in accordance with IFRS 3.
If the above acquisitions would have occurred at the start of 2025, management estimates that, for the first six months of 2025, the consolidated revenue would have been €2,170.6 million, the consolidated adjusted EBITA would have been €235.7 million and the consolidated net result for the first six months of 2025 would have been €82.2 million.
During the first six months of 2025, the Group incurred acquisition-related expenses of €0.9 million (for the first six months of 2024: €1.7 million) in total, in connection with the costs of external advisors, due diligence and
fees paid to the institutions involved. These expenses are recognised in the consolidated income statement as part of external services, and are considered as part of adjustments to determine adjusted EBITA of the period.
4. Revenue
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Revenue from sales, net of discounts | 2,150,441 | 2,136,737 |
| Revenue from commercial services | 898 | 1,150 |
| 2,151,339 | 2,137,887 | |
| Commissions received | 7,586 | 7,774 |
| 2,158,925 | 2,145,661 |
The Group's revenues are broken down into product groups as follows:
| (in thousands of €) | H1 2025 | H1 2024 | ||
|---|---|---|---|---|
| Life Sciences | 1,349,761 | 62.5% | 1,348,358 | 62.8% |
| Industrial Chemicals | 809,164 | 37.5% | 797,303 | 37.2% |
| 2,158,925 | 100.0% | 2,145,661 | 100.0% |
5. Net financial expenses
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Financial income | ||
| Interest income | 2,757 | 9,279 |
| Gains on financial instruments at FV through P&L | 4,861 | 5,343 |
| Other financial income | 657 | 699 |
| 8,275 | 15,321 | |
| Financial expenses | ||
| Interest expense on loans and borrowings | -42,092 | -49,368 |
| Interest lease commitments | -3,973 | -4,203 |
| Transaction costs for bank loans | -2,088 | -1,585 |
| Losses on changes in fair value of derivatives | -2,408 | -525 |
| Monetary loss on hyperinflation | -2,461 | -12,190 |
| Foreign exchange losses | -12,117 | -7,098 |
| Other financial expenses | -13,072 | -12,749 |
| -78,210 | -87,718 |
The decline in interest income is primarily attributable to lower returns received from the interest rate cap and reduced interest earned on bank account balances.
The fair value adjustment on financial instruments relates to acquisition-related earnout liabilities and put options on non-controlling interests.
The reduction in interest expense on loans and borrowings reflects the Group's lower cost of debt following the refinancing completed in September 2024, partially offset by increased funding to support Azelis's continued growth trajectory.
The monetary loss on hyperinflation decreased compared to the first half of 2024, primarily due to the Group's Turkish subsidiary's change in functional currency effective 1 April 2025, and the subsequent discontinuation of hyperinflationary accounting.
The foreign exchange losses include realised and unrealised translation of intercompany loans, mainly relating to non-EUR nominated loans to subsidiaries.
Other financial expenses primarily relate to factoring fees, the discounting effect of acquisition-related liabilities, withholding taxes on intercompany interest income, and other bank fees.
6. Loans and borrowings
Revolving credit facility
In the second quarter of 2025, the Group withdrew €250 million from its revolving credit facility to finance M&Arelated payments. In July, €50 million of the drawn amount was repaid.
Interest rate cap
In March 2025, the Group's interest rate cap agreements, originally entered into in 2022, reached their maturity. In line with its interest rate risk management policy, Azelis has entered into a new interest rate cap agreement, effective until March 2028. This agreement covers a notional amount of €400 million and provides an interest rate cap of 2.5% on EURIBOR.
The interest rate cap serves to mitigate the Group's exposure to fluctuations in interest rates by effectively converting a portion of its floating-rate debt into a fixed-rate structure. This strategy aims to reduce the volatility of interest expenses arising from changes in market interest rates.
An upfront premium of €3.1 million was paid for the new interest rate cap and has been recognised under other financial assets. Subsequent changes in the fair value of the instrument are accounted for within financial income and expenses.
Covenants
The financing arrangements of Azelis Group NV and its subsidiaries contain a financial maintenance covenant, being the total net leverage ratio, which needs to be less than 4.50 : 1.00 and is tested twice annually.
As of June 30, 2025, the total net leverage ratio is 3.1 : 1.0 (as of December 2024: 2.9 : 1.0), therefore the group complied with the financial covenants. The Group monitors the compliance with the covenants on the basis of the monthly reporting process and the continuous cash flow forecasts.
7. Capital and reserves
At the Annual General Meeting (AGM) of the Company, held on May 8, 2025, the shareholders have approved the payment of a total dividend of €54.9 million for the financial year 2024, i.e., a gross dividend of (rounded) €0.23 per share. The dividend is paid in the second half of 2025.
During the first six months of 2025, the Company purchased 50,000 treasury shares on Euronext Brussels for a total consideration of €0.9 million. Additionally, the Company delivered 54,701 shares in connection with the vesting of awards granted under the 2022 long-term incentive plan (LTIP). In the same period, the Company has granted share awards to certain directors, employees, and self-employed managers of the Azelis Group in the context of a new cycle of the long-term incentive plan (LTIP). These awards vest over 3 years and are subject to market and non-market conditions.
During the first six months of 2025 the translation reserve has decreased by €284.8 million (for the first six months of 2024: increase by €27.7 million), mainly originating from the translation to EUR of the financial positions of subsidiaries having their functional currency in USD.
In May 2025, the Group acquired the full non-controlling interests in Ashapura Aromas (India) and part of the non-controlling interest in Vogler Ingredients (Brazil) by settling the related put option redemption liabilities.
Alternative performance measures
Throughout its interim financial report and in other financial communication (website, press releases, presentations, etc.), Azelis presents certain financial measures and adjustments that are not in accordance with IFRS, or any other internationally accepted accounting principles. Certain of these measures are termed 'alternative performance measures' (APM) because they exclude amounts that are included in, or include amounts that are excluded from,the most directly comparable measure calculated and presented in accordance with IFRS or are calculated using financial measures that are not calculated in accordance with IFRS.
The Group presents the APMs as (i) they are used by its management to measure operating performance, including profitability and liquidity, in presentations to its board members, and as a basis for strategic planning and forecasting, and (ii) they represent similar measures that are widely used by certain investors, securities analysts and other parties as supplemental measures of performance. These measures enhance management's and investors' understanding of the Group's financial performance, for example, by excluding items that are outside of ongoing operations such as income taxes, costs of capital and non-cash expenses. For the Group's definitions of APMs, refer to the Integrated Report.
Reconciliations
EBITA, adjusted EBITA, EBITDA, adjusted EBITDA, free cash flow
| (in thousands of € unless otherwise specified) | H1 2025 | H1 2024 |
|---|---|---|
| Revenue | 2,158,925 | 2,145,661 |
| Gross profit | 515,087 | 526,467 |
| Gross profit margin | 23.9% | 24.5% |
| Net profit/(loss) for the period | 85,498 | 100,130 |
| Income tax (income)/expense | 35,488 | 42,156 |
| Share of result of associates | - | - |
| Financial income | -8,275 | -15,321 |
| Financial expenses | 78,210 | 87,718 |
| Operating profit | 190,921 | 214,683 |
| Amortisation of intangible assets | 36,352 | 35,300 |
| EBITA | 227,273 | 249,983 |
| Adjustments | 7,188 | 4,036 |
| Adjusted EBITA | 234,461 | 254,019 |
| Adjusted EBITA margin | 10.9% | 11.8% |
| Conversion margin | 45.5% | 48.2% |
| Depreciation of tangible assets | 22,157 | 20,829 |
| Adjusted EBITDA | 256,618 | 274,848 |
| Adjusted EBITDA margin | 11.9% | 12.8% |
| Payments of lease obligations | -19,678 | -18,572 |
| Adjusted EBITDA less payments of lease obligations | 236,940 | 256,275 |
| Change in net working capital, other assets, liabilities and provisions | -67,324 | -114,311 |
| Net capital expenditures | -18,420 | -5,469 |
| Free cash flow | 151,196 | 136,496 |
| Free cash flow conversion | 63.8% | 53.3% |
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Transactions | 951 | 1,732 |
| Employees | 5,400 | 3,104 |
| Property, plant and equipment | 596 | -2,552 |
| Other | 241 | 1,752 |
| EBIT(D)A adjustments | 7,188 | 4,036 |
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Change in inventories | -5,975 | -37,361 |
| Change in trade and other receivables and other investments | -90,923 | -160,204 |
| Change in trade and other payables | 23,958 | 81,070 |
| Change in provisions | -1,030 | -1,906 |
| Foreign currency translation | 6,646 | 4,090 |
| Change in net working capital, other assets, liabilities and provisions | -67,324 | -114,311 |
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Intangibles | 13,918 | 3,366 |
| Tangibles | 4,502 | 2,103 |
| Net capital expenditures | 18,420 | 5,469 |
Net working capital
| (in thousands of € unless otherwise specified) | H1 2025 | H1 2024 |
|---|---|---|
| Current assets | ||
| Inventories | 643,724 | 607,014 |
| Trade receivables | 534,009 | 584,188 |
| Current liabilities: | ||
| Trade payables | 492,536 | 524,928 |
| Net working capital | 685,197 | 666,273 |
| Annualized revenue | 4,317,850 | 4,291,322 |
| Net working capital/revenue | 15.9% | 15.5% |
| Revenue normalised for revenue of acquisitions | 4,341,266 | 4,320,068 |
| Net working capital/revenue normalised for acquisitions | 15.8% | 15.4% |
ROTIC
| (in thousands of € unless otherwise specified) | H1 2025 | H1 2024 |
|---|---|---|
| Adjusted EBITA | 234,461 | 254,019 |
| Property, plant and equipment | 63,574 | 68,636 |
| Net working capital | 685,197 | 666,273 |
| Property, plant and equipment plus net working capital | 748,771 | 734,910 |
| ROTIC | 62.6% | 69.1% |
Revenue growth
| H1 2025 | H1 2024 | |
|---|---|---|
| Organic growth | 1.2% | -4.4% |
| Growth from acquisitions | 2.2% | 5.8% |
| Foreign currency translation impact | -2.7% | -1.2% |
| Reported growth | 0.6% | 0.2% |
Net indebtedness, financing EBITDA and net leverage
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Non-current borrowings and loans | 1,736,891 | 1,707,833 |
| Current borrowings and loans | 307,642 | 41,514 |
| Total gross debt | 2,044,533 | 1,749,347 |
| Cash and cash equivalents | -452,289 | -384,492 |
| Bank overdrafts | 11,674 | 28,834 |
| Net indebtedness | 1,603,919 | 1,393,689 |
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Adjusted EBITDA (last 12 months) | 493,932 | 496,217 |
| Earnings (before interest, taxation, depreciation and amortisation) of entities acquired | 2,853 | 5,690 |
| Anticipated cost savings, expense reductions and synergies | 22,273 | 8,350 |
| Financing EBITDA (last 12 months) | 519,059 | 510,257 |
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Net indebtedness | 1,603,919 | 1,393,689 |
| Financing EBITDA (last 12 months) | 519,059 | 510,257 |
| Net leverage (multiple) | 3.1 | 2.7 |
Cash EPS
| (in thousands of €) | H1 2025 | H1 2024 |
|---|---|---|
| Net result of the period | 85,498 | 100,130 |
| Amortisation and impairment of intangible assets | 36,352 | 35,300 |
| Monetary loss on hyperinflation | 2,461 | 12,190 |
| Result of the period before amortisation and hyperinflation | 124,311 | 147,620 |
| Weighted average number of shares (thousands) | 243,535 | 243,564 |
| Cash earnings per share | 0.51 | 0.61 |
In 2024, the definition of cash EPS was updated to also exclude the monetary loss on hyperinflation, because it constitutes an item originating from technical accounting not representing a cash impact. The Q2 2024 cash EPS reported in 2024 was €0.56.
Disclaimer
This interim financial report may contain statements relevant to Azelis Group NV (the 'Company') and/or its affiliated companies (collectively 'Azelis' or the 'Azelis Group') which are not historical facts, contain wording like 'potential', 'believes', 'anticipates', 'expects', 'intends', 'plans', 'seeks', 'estimates', 'may', 'will', 'continue' and similar expressions, and are hereby identified as 'forward-looking statements'. Such forward-looking statements, include, without limitation, those relating to the future business prospects, revenue, working capital, liquidity, capital needs, interest costs, and profit, in each case relating to the Azelis Group.
The forward-looking statements and estimates contained herein represent the judgment of and are based on the information available to the Board of Directors and the Company's management as of the date of this interim financial report. They are subject to a number of known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, financial condition, performance or achievements, or industry results to differ materially from those expressed or implied by the forward-looking statements.
These forward-looking statements should not be considered as guarantees for the future performance of the Azelis Group and should, therefore, be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements. These include, without limitation, global spread and impact of military conflicts and pandemics, changes in economic, and business cycles, the terms and conditions of Azelis's financing arrangements, foreign currency rate fluctuations, competition in Azelis's key markets, acquisitions or disposals of businesses or assets, potential or actual data security breaches, changes in laws and regulations, changes or uncertainties in tax laws or the administration thereof, hiring and retention of employees, and trends in Azelis's principal industries or economies. Azelis's efforts to acquire and integrate businesses may not be as successful as Azelis may have believed at the moment of acquisition. Last but not least, a breakdown, cyber attack or information security breach could compromise the confidentiality, integrity and availability of Azelis's data and systems.
The foregoing list of important factors is not exhaustive. When considering forward-looking statements, careful consideration should be given to the foregoing factors and other uncertainties and events, as well as factors described in any other document published by the Company with the Belgian Financial Services and Markets Authority (FSMA) or on the Azelis website from time to time. No undue reliance should be placed on such forward-looking statements, which are relevant only as of the date of this publication and do not reflect any potential impacts from the evolving
military conflicts, pandemics or other adversity, unless indicated otherwise. Except as required by the FSMA, Euronext, or otherwise in accordance with applicable law, the Company disclaims any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Certain financial information in this interim financial report has been rounded according to established commercial standards. As a result, this interim financial report may show minor rounding differences versus comparable periods as presented earlier.
Pursuant to Belgian Law, Azelis is required to prepare its interim financial report in Dutch. Azelis has also made this report available in English.
The interim financialreport is available on the investor website. Otherinformation on the website of Azelis or any other website does not form part of this interim financial report.
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