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INDUS Holding AG

Quarterly Report May 19, 2023

220_10-q_2023-05-19_473c2e38-d242-47f6-b8c3-19ab05133ca1.pdf

Quarterly Report

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HOLDING AG INTERIM REPORT Q1

INDUS

Highlights Contents

in EUR million Q1 2023 Q1 2022
Sales 450.8 416.5
EBITDA 66.1 61.4
EBIT 44.8 41.4
EBIT margin (in %) 9.9 9.9
Group net income for the year (earnings
after taxes)
16.0 4.6
Earnings per share from continuing
operations (in EUR)
0.93 0.94
Operating cash flow 1.5 -17.8
Cash flow from operating activities -1.0 -20.1
Cash flow from investing activities -2.9 2.9
Cash flow from financing activities -1.2 28.0
Free cash flow 7.5 -14.9
March 31, 2023 December 31, 2022
Total assets 1,920.6 1,889.9
Equity 699.1 685.2
Equity ratio (in %) 36.4 36.3
Working capital 536.8 496.7
Net financial liabilities 610.5 593.5
Cash and cash equivalents 116.6 127.8
Portfolio companies
(number as of reporting date)
45 45
1 01
Letter to the
Shareholders
2 02
Interim Management Report
13 03
Condensed Consolidated
Interim Financial Statements
27 04
Further Information
After repositioning: INDUS significantly
increases sales and earnings in the first
quarter of 2023
— Sales and EBIT up 8.2%
— Forecast confirmed

Letter to the Shareholders

Dear shareholders,

today we present our statements for the first quarter of 2023 – a quarter that has proven the strength of our portfolio of continuing operations. Our portfolio companies increased their sales by more than 8% to EUR 450 million. Operating income (EBIT) rose in line with sales to EUR 44.8 million. These numbers speak for themselves.

The Engineering segment is performing well – with the highest increase in sales of the three segments, a good order backlog, and an EBIT margin at the upper end of the target range. As expected, sales in the Infrastructure segment only increased slightly due to the subdued conditions in the construction sector. Some portfolio companies are feeling the effect of the current reluctance to invest in the residential construction sector. The backlog for building renovations and infrastructure projects remains high, however. The majority of companies in this segment are profiting from good order volumes in the field of energy renovations. The first quarter also went well for the Materials segment, with sales and the EBIT margin growing significantly in comparison with the previous year. Following considerable price increases at the beginning of 2022, the companies have since managed to pass on these costs.

We are currently focusing our efforts on the sale of SELZER and SCHÄFER. Their losses are reported under discontinued operations. They are still having a negative impact on our earnings after taxes, which came to EUR 16 million in total. We intend to sell both companies by the end of 2023, but we are confident that we will be able to manage this much earlier.

Our portfolio companies made a good start to the year 2023. However, the macroeconomic environment remains challenging and, despite the most recent upturns, the economy lacks momentum. We therefore do not expect the Materials segment's good EBIT margin to remain as high over the course of the year due to the price developments of individual raw materials. These uncertainties have already been taken into account in our guidance for 2023. The most important factor for our portfolio companies will remain a rapid and determined reaction to any changes.

At the very beginning of the year we were able to boost our portfolio with an acquisition. Our subsidiary BETOMAX in the Infrastructure segment acquired QUICK as a complementary addition. QUICK complements BETOMAX's product range with its high level of expertise in bridge building and checks the box for the future field of infrastructure buildings. As always, we are working intensively on making further acquisitions.

In just a few days, we will be hosting our first in-person Annual Shareholders' Meeting in three years, after holding virtual meetings during the pandemic. We are looking forward to speaking with you directly at the Koelnmesse on May 17, 2023 – it's much more INDUS' style.

Until then, thank you for your interest in our company. Best regards,

Bergisch Gladbach, May 2023

Dr. Johannes Schmidt Dr. Jörn Großmann

Axel Meyer Rudolf Weichert

Performance of the INDUS Group in the First Three Months of 2023 Interim Management Report

CONSOLIDATED STATEMENT OF INCOME (in EUR million)

Difference

Q1 2023 Q1 2022 absolute in %
Sales 450.8 416.5 34.3 8.2
Other operating income 3.2 2.7 0.5 18.5
Own work capitalized 1.1 0.8 0.3 37.5
Change in inventories 18.7 25.0 -6.3 -25.2
Overall performance 473.8 445.0 28.8 6.5
Cost of materials -221.2 -211.9 -9.3 -4.4
Personnel expenses -129.3 -119.8 -9.5 -7.9
Other operating expenses -57.2 -51.9 -5.3 -10.2
EBITDA 66.1 61.4 4.7 7.7
Depreciation/amortization -21.3 -20.0 -1.3 -6.5
Operating income (EBIT) 44.8 41.4 3.4 8.2
Financial income -7.9 -5.4 -2.5 -46.3
Earnings before taxes (EBT) 36.9 36.0 0.9 2.5
Income taxes -12.0 -10.6 -1.4 -13.2
Earnings from discontinued operations -8.9 -20.8 11.9 57.2
Earnings after taxes 16.0 4.6 11.4 >100
of which interests attributable to non-controlling shareholders 0.0 0.1 -0.1 -100.0
of which interests attributable to INDUS shareholders 16.0 4.5 11.5 >100
Earnings per share from continuing operations in EUR 0.93 0.94 -0.01 -1.1
Earnings per share from discontinued operations in EUR -0.33 -0.77 0.44 57.1

The first quarter went well for the INDUS Group. Continuing operations generated a marked increase in sales and income. Income from discontinued operations was again negative, but the deconsolidation of SMA in the fourth quarter of 2022 meant income improved by approximately EUR 12 million against the same period of the previous year.

Clear Increase in Sales Year-Over-Year

Sales in the INDUS portfolio companies rose 8.2% in the first three months of 2023 against the same period of the previous year. In the reporting period, portfolio companies generated sales of EUR 450.8 million. This equates to 2–12

an increase of EUR 34.3 million in comparison with the previous year (EUR 416.5 million).

The highest increase in sales of 18.0% was achieved in the Engineering segment. This mainly due to organic growth (+12%). The acquisition of HEIBER + SCHRÖDER and HELD in the past financial year added 6.0% to the growth in sales in this segment. The Infrastructure and Materials segments reported increases in sales of 1.4% and 6.6%. Overall, the INDUS Group's organic sales growth amounted to 6.5% and inorganic sales growth to 1.7%.

The overall performance amounted to EUR 473.8 million, compared with EUR445.0million in the same period of the previous year. The cost of materials increased disproportionately by 4.4% from EUR211.9million to EUR221.2million. The cost-of-materials ratio thus declined from 50.9% to 49.1%. Personnel expenses rose by EUR 9.5 million (7.9%) from EUR 119.8 million to EUR 129.3 million. The personnel expense ratio remained on a par with the previous year at 28.7% (28.8%). Other operating expenses climbed by EUR 5.3 million from EUR 51.9 million to EUR 57.2 million. This resulted in EBITDA of EUR 66.1 million (previous year: EUR 61.4 million).

Depreciation/amortization amounted to EUR 21.3 million, EUR 1.3 million higher than in the first quarter of 2022. The increase in depreciation/amortization was primarily due to depreciation on fair value adjustments (purchase price allocation) on the fixed assets of the portfolio companies HEIBER + SCHRÖDER and HELD, acquired in the previous year.

Operating Income Grew in Line with Sales

Operating income (EBIT) totaled EUR 44.8 million, following EUR 41.4 million in the same period of the previous year. The 8.2% increase in comparison with the same period of the previous year is in proportion with the increase in sales. The EBIT margin was therefore 9.9% in the reporting period and in the same period of the previous year.

Financial income amounted to EUR -7.9 million, compared with EUR -5.4 million the previous year. Financial income includes net interest, income from shares accounted for using the equity method and other financial income. The valuations of interests attributable to non-controlling shareholders are reported within other financial income. The decrease primarily concerns the increase in the effect on income from the subsequent valuation of the contingent purchase price liabilities (call/put options).

At EUR 36.9 million, earnings before taxes (EBT) in the first three months of the financial year was slightly higher than the previous year's figure (EUR 36.0 million). Income tax expenses rose slightly to EUR 12.0 million as against EUR 10.6 million in the previous year. This pushed up the tax ratio from 29.4% in the same period of the previous year to 32.5%.

Discontinued Operations Show Clear Improvement in Income

The portfolio companies SELZER and SCHÄFER, and SMA, which was deconsolidated in the previous year, are discontinued operations pursuant to IFRS 5. Income from discontinued operations amounted to EUR -8.9 million in the first quarter of 2023, following EUR -20.8 million in the same period of the previous year. The reason for this clear improvement in income was the deconsolidation of SMA in the fourth quarter of 2022. An intense search for buyers for SCHÄFER and SELZER is underway. There are currently several interested parties for both portfolio companies, and the Board of Management continues to assume that the portfolio companies will be sold before the end of 2023.

Earnings per Share from Continuing Operations on par with Previous Year

The profit after tax of the continuing operations amounts to EUR 24.9 million and is thus slightly below the previous year's figure (EUR 25.3 million). Accordingly, earnings per share came to EUR 0.93 for the continuing operations (previous year: EUR 0.94 per share) and EUR -0.33 for the discontinued operations (previous year: EUR -0.77 per share).

During the first three months of 2023, the INDUS Group companies employed 10,801 people on average (previous year: 10,603 employees).

Acquisition of QUICK

With a contract dated January 12, 2023, the INDUS Holding AG subsidiary BETOMAX systems GmbH & Co. KG acquired 100% of the shares in QUICK Bauprodukte GmbH (QUICK), Schwerte, Germany. QUICK is a specialist for formwork and reinforcement accessories, and manufactures and distributes standard and special parts for bridge building, overground and underground construction, and tunnel construction. QUICK's portfolio of products complements the BETOMAX product range and opens up new opportunities for the company in the field of bridge building. QUICK has been allocated to the Infrastructure segment. The economic transfer (closing) took place on March 31, 2023.

Segment Reporting

In line with the strategy update PARKOUR perform, INDUS Holding AG has split the investment portfolio into three segments since January 1, 2023: Engineering, Infrastructure and Materials. As of March 31, 2023, our investment portfolio encompassed 45 operating units. The discontinued operations SELZER and SCHÄFER are not allocated to an operating segment.

Engineering

High Growth in Sales Across the Entire Segment

Sales in the Engineering segment amounted to EUR 142.1 million in the first three months of 2023, following EUR 120.4 million in the previous year. This represents a clear year-over-year increase of EUR 21.7 million (18.0%). The increase includes both inorganic growth of 6.0% – from the acquisition of HEIBER + SCHRÖDER and HELD in 2022 – and organic growth of 12.0%. The organic growth came from the majority of the segment's portfolio companies and was in line with expectations.

Operating income (EBIT) came to a good EUR15.6million, following EUR 14.2 million in the previous year. The EBIT margin came to 11.0% (previous year: 11.8%) and is thus at the upper end of the target range for the full year of 9% to 11%. The decline in the EBIT margin is related to depreciation on fair value adjustments (purchase price allocation) on the fixed assets and inventory assets (order backlog) of the portfolio companies HEIBER + SCHRÖDER and HELD, which were acquired in the previous year.

We therefore anticipate a slight rise in sales and a steep rise in operating income (EBIT) for the full year. The EBIT margin will be within a range of 9% to 11%.

Investments in the reporting period of EUR 1.8 million related exclusively to investments in property, plant and equipment and intangible assets, as in the previous year. Investments were EUR 0.5 million lower year-over-year.

KEY FIGURES FOR ENGINEERING (in EUR million)
Difference
Q1 2023 Q1 2022 absolute in %
Revenue with external third parties 142.1 120.4 21.7 18.0
EBITDA 23.4 21.1 2.3 10.9
Depreciation/amortization -7.8 -6.9 -0.9 -13.0
EBIT 15.6 14.2 1.4 9.9
EBIT margin in % 11.0 11.8 -0.8 pp
Investments 1.8 2.3 -0.5 -21.7
Employees 2,817 2,679 138 5.2

Infrastructure

Acquisition of QUICK as a Complementary Addition to BETOMAX

Segment sales in the Infrastructure segment amounted to EUR 141.5 million and were therefore EUR 2.0 million (1.4%) higher in a year-over-year comparison (EUR 139.5 million). The growth in sales is entirely attributable to organic growth. Some portfolio companies seriously felt the slowdown in the construction sector. The majority of portfolio companies, however, profited from the solid order volumes in the field of renovations and were thus able to report sales increases in a quarterly comparison.

BETOMAX systems GmbH & Co. KG acquired QUICK Bauprodukte GmbH in January 2023. The economic transfer and the initial consolidation took place on March 31, 2023. QUICK is a specialist for formwork and reinforcement accessories, and manufactures and distributes standard and special parts for bridge building, overground and underground construction, and tunnel construction. QUICK's portfolio of products perfectly complements the BETOMAX product range and opens up new opportunities for the company in the field of bridge building.

At EUR 10.7 million, operating income (EBIT) was down EUR 5.4 million on the previous year's figure (EUR 16.1million). The EBIT margin of 7.6% was lower than in the previous year (11.5%) and below the target margin of 10% to 12%. An above-average slowdown in the residential construction sector was the cause for the decline in operating income in the last quarter. The portfolio companies that are primarily active in the new construction of single-family homes reported declines in income.

We continue to anticipate a slight rise in sales, a steep rise in operating income and an EBIT margin between 10% and 12% for the full year.

Investments of EUR 12.6 million in the reporting year related primarily to the acquisition of QUICK. Investments in fixed assets stood at EUR 3.8 million, above the value seen in the previous year (EUR 2.1 million).

KEY FIGURES FOR INFRASTRUCTURE (in EUR million)
Difference
Q1 2023 Q1 2022 absolute in %
Revenue with external third parties 141.5 139.5 2.0 1.4
EBITDA 16.8 22.1 -5.3 -24.0
Depreciation/amortization -6.1 -6.0 -0.1 -1.7
EBIT 10.7 16.1 -5.4 -33.5
EBIT margin in % 7.6 11.5 -4.0 pp -
Investments 12.6 2.1 10.5 >100
Employees 2,931 2,859 72 2.5

Materials

EBIT Margin Reaches 12.1%

Sales in the Materials segment amounted to EUR 166.8 million in the first three months of the 2023 financial year, which represents an increase of EUR 10.3 million (6.6%) against the same period of the previous year. The increase in sales was generated completely organically. Virtually all portfolio companies in the Materials segment improved sales against the same period of the previous year. The segment's order situation is generally good.

At EUR 20.1 million, operating income (EBIT) was up by EUR 6.1 million or 43.6% quarter-on-quarter. The first quarter went well in a quarterly comparison. It is clearly noticeable here that following considerable cost increases at the beginning of 2022, the segment companies have been able to pass along these higher costs in the sales prices. The EBIT margin came in at 12.1%, following 8.9% in the same period of the previous year.

However, we expect that income in the Materials segment will face more negative impacts over the course of the year. These had no impact in the first quarter, but are included in the planning for the full year and cover potential EU anti-dumping tolls on imports of an important raw material.

We currently anticipate a rise in sales and stable operating income (EBIT) for the full 2023 financial year. The EBIT margin will likely be between 6% and 8%.

At EUR 2.7 million, segment investments were on a par with the previous year and exclusively comprised investments in fixed assets.

KEY FIGURES FOR MATERIALS (in EUR million)
Difference
Q1 2023 Q1 2022 absolute in %
Revenue with external third parties 166.8 156.5 10.3 6.6
EBITDA 27.2 21.0 6.2 29.5
Depreciation/amortization -7.1 -7.0 -0.1 -1.4
EBIT 20.1 14.0 6.1 43.6
EBIT margin in % 12.1 8.9 3.1 pp
Investments 2.7 2.5 0.2 8.0
Employees 3,140 3,148 -8 -0.2

2–12

Financial Position

CONSOLIDATED STATEMENT OF CASH FLOWS, CONDENSED (in EUR million)

Q1 2023 Q1 2022 absolute in % Earnings after taxes 24.9 25.3 -0.4 -1.6 Depreciation/amortization 21.3 20.0 1.3 6.5 Other non-cash changes 19.6 18.0 1.6 8.9 Cash-effective change in working capital -41.6 -68.1 26.5 38.9 Change in other balance sheet items -13.0 -11.1 -1.9 -17.1 Tax payments -9.7 -1.9 -7.8 <-100 Operating cash flow 1.5 -17.8 19.3 >100 Interest -2.5 -2.3 -0.2 -8.7 Cash flow from operating activities -1.0 -20.1 19.1 95.0 Cash outflow for investments and acquisitions -17.4 -7.0 -10.4 <-100 Cash inflow from the disposal of assets 14.5 9.9 4.6 46.5 Cash flow from investing activities -2.9 2.9 -5.8 <-100 Dividend payments to non-controlling interests -0.2 -0.3 0.1 33.3 Cash inflow from the raising of loans 23.3 60.4 -37.1 -61.4 Cash outflow from the repayment of loans -19.4 -27.8 8.4 30.2 Cash outflow from the repayment of lease liabilities -4.9 -4.3 -0.6 -14.0 Cash flow from financing activities -1.2 28.0 -29.2 <-100 Net changes in cash and cash equivalents from continuing operations -5.1 10.8 -15.9 <-100 Net changes in cash and cash equivalents from discontinued operations -9.0 -14.9 5.9 39.6 Changes in cash and cash equivalents caused by currency exchange rates -0.4 -0.1 -0.3 <-100 Changes in cash and cash equivalents in connection with assets held for sale 3.3 0.0 3.3 - Cash and cash equivalents at the beginning of the period 127.8 136.3 -8.5 -6.2 Cash and cash equivalents at the end of the period 116.6 132.1 -15.5 -11.7

Statement of Cash Flows: Considerable Increase in Operating Cash Flow

Operating cash flow rose EUR 19.3 million to EUR 1.5 million in comparison with the same period of the previous year in the first quarter of 2023. While earnings after taxes from the continuing operations of EUR 24.9 million in the reporting period was virtually unchanged against the prior-year figure of EUR 25.3 million, the higher operating cash flow is due to the cash-effective change in working capital. Cash outflow decreased significantly in comparison with the first three months of 2022 due to the planned stockpiling, a decision taken in the first quarter of the previous year to counter the increase in materials prices and supply chain issues.

Taking into account interest payments in the amount of EUR 2.5 million (previous year: EUR 2.3 million), cash flow from operating activities amounted to EUR 1.0 million (previous year: EUR -20.1 million) and was thus EUR 19.1 million higher than the previous year's figure.

The cash outflow for investments in intangible assets and in property, plant and equipment was higher than in the previous year at EUR -8.5 million (previous year: EUR -6.9 million). Cash outflow for investment in shares in fully consolidated companies amounted to EUR -8.9 million for the acquisition of QUICK. Cash inflow from the disposal of assets comprised the proceeds from the sale of a commercial property in the amount of EUR 14.4 million. The second tranche of the purchase price for the sale of the WIESAUPLAST Group of EUR 9.8 million was received in the previous year. Cash flow from investing activities came to a total of EUR -2.9 million, compared with EUR +2.9 million in the previous year.

Cash flow from financing activities declined significantly and amounted to EUR -1.2 million (previous year: EUR +28.0 million). Net borrowing decreased by EUR 28.7 million to EUR 3.9 million. Cash outflow from the repayment of lease liabilities rose slightly as a result of the increase in business activities.

In total, net changes in cash and cash equivalents from continuing operations amounted to EUR -5.1 million in the first three months of 2023 following EUR 10.8million in the previous year. Net changes in cash and cash equivalents from discontinued operations amounted to EUR -9.0 million (previous year: EUR -14.9 million). Starting with an opening balance at the beginning of the year of EUR 127.8 million, cash and cash equivalents as of March 31, 2023, stood at EUR 116.6 million.

Free Cash Flow Rises Significantly

Free cash flow was introduced as an additional management variable with the strategy update PARKOUR perform. Free cash flow is the sum of operating cash flow and cash flow from investing activities less cash outflow for investments in fully consolidated companies.

Free cash flow indicates the funds available to INDUS for new acquisitions, dividend payments and reducing net debt.

in EUR million Q1 2023 Q1 2022
Operating cash flow from
continuing operations
1.5 -17.8
Cash flow from investing activities
from continuing operations
-2.9 2.9
Cash outflow for investments for
shares in fully consolidated
companies 8.9 0.0
Free cash flow 7.5 -14.9

In the first quarter, the INDUS Group generated free cash flow of EUR 7.5 million. Free cash flow was thus EUR 22.4 million higher quarter-on-quarter.

Free cash flow in the first quarter of 2023 almost completely covered the acquisition of the complementary addition QUICK at the end of March 2023.

2–12

CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONDENSED (in EUR million)

Difference
March 31, 2023 December 31, 2022 absolute in %
ASSETS
Non-current assets 1,029.8 1,023.5 6.3 0.6
Fixed assets 1,007.6 1,001.4 6.2 0.6
Receivables and other assets 22.2 22.1 0.1 0.5
Current assets 890.8 866.4 24.4 2.8
Inventories 482.9 449.4 33.5 7.5
Receivables and other assets 242.5 222.9 19.6 8.8
Cash and cash equivalents 116.6 127.8 -11.2 -8.8
Assets held for sale 48.8 66.3 -17.5 -26.4
Total assets 1,920.6 1,889.9 30.7 1.6
EQUITY AND LIABILITIES
Non-current financial instruments 1,449.3 1,413.9 35.4 2.5
Equity 699.1 685.2 13.9 2.0
Borrowings 750.2 728.7 21.5 3.0
of which provisions 26.2 24.7 1.5 6.1
of which payables and deferred taxes 724.0 704.0 20.0 2.8
Current financing instruments 471.3 476.0 -4.7 -1.0
of which provisions 36.6 42.3 -5.7 -13.5
of which liabilities 398.9 398.0 0.9 0.2
of which liabilities for assets held for sale 35.8 35.7 0.1 0.3
Total equity and liabilities 1,920.6 1,889.9 30.7 1.6

Equity Ratio Virtually Unchanged at 36.4%

The INDUS Group's consolidated total assets amounted to EUR 1,920.6 million as of March 31, 2023, and were thus EUR 30.7 million (1.6%) higher than they were as of December 31, 2022. The main reason for this was the usual increase in working capital in the first quarter of the INDUS financial year.

Equity increased by EUR 13.9 million (2.0%). This was primarily due to income in the first quarter of 2023. As of March 31, 2023, the equity ratio amounted to 36.4% and was therefore on a par with December 31, 2022 (36.3%), due to the increase in total assets.

The increase in non-current liabilities primarily relates to non-current liabilities (EUR +13.6 million). Correspondingly, current financial liabilities fell by EUR 7.8 million.

Working capital amounted to EUR 536.8 million as of March 31, 2023, and was thus 8.1% higher than as of December 31, 2022 (EUR 496.7 million). The usual seasonal increase in working capital was lower against the same quarter of the previous year, as expected. This was due to easing of the supply chain issues and the slowdown in price developments.

Assets held for sale decreased from EUR 66.3 million as of December 31, 2022, to EUR 48.8 million as of March 31, 2023. The main reason for this was the sale of real estate in the first quarter. Liabilities for assets held for sale amounted to EUR 35.8 million and were thus virtually unchanged against December 31, 2022.

WORKING CAPITAL (in EUR million)
Difference
March 31,
2023
December 31,
2022
absolute in %
Inventories 482.9 449.4 33.5 7.5
Receivables 214.7 195.5 19.2 9.8
Trade payables -94.9 -74.3 -20.6 -27.7
Advance payments received -33.4 -33.0 -0.4 -1.2
Contract liabilities -32.5 -40.9 8.4 20.5
Working capital 536.8 496.7 40.1 8.1

Net financial liabilities amounted to EUR 610.5 million as of March 31, 2023, and were thus slightly higher (EUR 17.0 million) than as of December 31, 2022. This increase is lower than the increase in working capital in the first quarter and comprises higher non-current financial liabilities (EUR +13.6 million), lower current financial liabilities (EUR -7.8 million) and lower cash and cash equivalents (EUR -11.2 million).

NET FINANCIAL LIABILITIES (in EUR million)
Difference
March 31,
2023
December 31,
2022
absolute in %
Non-current financial liabilities 594.2 580.6 13.6 2.3
Current financial liabilities 132.9 140.7 -7.8 -5.5
Cash and cash equivalents -116.6 -127.8 11.2 8.8
Net financial liabilities 610.5 593.5 17.0 2.9

Opportunities and Risks

2–12

For the Opportunities and Risk Report of INDUS Holding AG, please consult the 2022 Annual Report. The company operates an efficient risk management system for early detection, comprehensive analysis, and the systematic handling of risks. The particulars of the risk management system and the significance of individual risks are explained in the Annual Report. Therein is stated that the company does not consider itself to be exposed to any risks that might jeopardize its continued existence as a going concern.

Outlook

Following a 0.5% decline in German economic output in the fourth quarter of 2022, GDP remained unchanged in the first quarter of 2023 in comparison with the previous quarter. Although declining, the ongoing high rate of inflation continues to impact consumption. On the other hand, investment and exports drove output in the first three months. The general conditions for the industrial sector remain challenging, but are showing a slight trend toward an upturn. The supply chain bottlenecks for primary materials continued to ease up and the lower energy prices supported production in the energy-intense sector. In the main construction sector, production also increased, partially due to mild weather, despite the higher construction prices and financing costs that are holding back demand. The real volume of new orders in overground construction fell 6.0% in February 2023 against the previous month. At the same time, incoming orders in underground construction rose by 14.6%. In total, incoming orders in the main construction sector rose 4.2% in comparison with January 2023. In comparison with February 2022 the figure declined by 15.4%, however.

The outlook for German businesses is cautiously optimistic. In April 2023 the ifo Business Climate Index rose somewhat, especially due to the slight improvement in expectations. The indicators for both the manufacturing sector and the main construction sector rose. Overall, however, economic momentum remains strained. The price pressures are expected to remain high even following the peak in the coming months. The inflation rate in April 2023 is 7.2% compared to April 2022. The German federal government raised its forecast for the current year from 0.2% growth to 0.4% in April 2023. In contrast, the International Monetary Foundation expects German economic output to decline by 0.1% in 2023. In light of the uncertain overall conditions, the IMF also expects the global economy to grow more slowly in 2023 at 2.8% than in 2022 (+3.4%).

INDUS increased sales and improved operating income proportionally by 8.2% in the first quarter of 2023. The EBIT margin was 9.9%. The Engineering segment recorded increased sales and an EBIT margin of 11%. This is at the upper end of the forecast range of 9% to 11% for the entire year. The Infrastructure segment portfolio companies active in the field of renovations performed well and increased their sales. In the residential construction sector, the economy is clearly subdued, which has had an impact on the income of portfolio companies active in this field. The Materials segment laid down a solid performance in the first quarter. Sales, EBIT, and the EBIT margin all increased significantly.

Operating cash flow climbed considerably in comparison with the previous year and the usual increase in working capital in the first quarter was lower than in the previous year. Investing activities saw higher expenditure in fixed assets and the acquisition of QUICK as a complementary addition for BETOMAX.

In the coming months, we expect to see a slight decline in operating income (EBIT). This is due in particular to the slowdown in construction activity in the Infrastructure segment and individual negative effects expected in the Materials segment that we have already budgeted for.

Our sales forecast for the whole of 2023 remains un changed at between EUR 1.9 billion and EUR 2.0 billion. Without taking into account any potential impairment on goodwill, we continue to expect operating income (EBIT) for the full year to range between EUR 145 million and EUR 165 million, with an EBIT margin of between 7% and 8%.

13–26

Consolidated Statement Condensed Consolidated Interim Financial Statements

of Income

FOR THE FIRST QUARTER OF 2023

in EUR '000 Notes Q1 2023 Q1 2022
REVENUE 450,806 416,459
Other operating income 3,204 2,662
Own work capitalized 1,075 859
Change in inventories 18,720 24,972
Cost of materials [5] -221,152 -211,856
Personnel expenses [6] -129,314 -119,742
Depreciation/amortization -21,301 -20,026
Other operating expenses [7] -57,247 -51,932
OPERATING INCOME (EBIT) 44,791 41,396
Interest income 278 32
Interest expense -4,135 -3,436
NET INTEREST -3,857 -3,404
Income from shares accounted for using the equity method 335 35
Other financial income -4,346 -2,055
FINANCIAL INCOME [8] -7,868 -5,424
EARNINGS BEFORE TAXES (EBT) 36,923 35,972
Income taxes [9] -12,006 -10,647
Earnings from discontinued operations [4] -8,878 -20,756
EARNINGS AFTER TAXES 16,039 4,569
of which interests attributable to non-controlling shareholders 9 79
of which interests attributable to INDUS shareholders 16,030 4,490
Earnings per share (basic and diluted) in EUR
from continuing operations [10] 0.93 0.94
from discontinued operations [10] -0.33 -0.77
from continuing and discontinued operations [10] 0.60 0.17

Consolidated Statement of Comprehensive Income

FOR THE FIRST QUARTER OF 2023

in EUR '000 Q1 2023 Q1 2022
EARNINGS AFTER TAXES 16,039 4,569
Actuarial gains/losses -1,103 9,111
Deferred taxes 266 -2,252
Items not to be reclassified to profit or loss -837 6,859
Currency conversion adjustment -995 1,913
Change in the market values of hedging instruments (cash flow hedge) -174 1,821
Deferred taxes 28 -124
Items to be reclassified to profit or loss -1,141 3,610
OTHER COMPREHENSIVE INCOME -1,978 10,469
TOTAL COMPREHENSIVE INCOME 14,061 15,038
of which attributable to non-controlling shareholders -5 106
of which attributable to non-controlling shareholders 14,066 14,932

Income and expenses recorded under other comprehensive income include actuarial losses (previous year: gains) from pensions and similar obligations amounting to EUR -1,103 thousand (previous year: EUR 9,111 thousand). This was the result of a 0.15 percentage point decrease in the interest rate for domestic pension obligations (previous year: increase of 0.80 percentage points) and a 0.14 percentage point decrease for foreign pensions (Switzerland) (previous year: increase of 0.86 percentage points).

Income from currency conversion is derived primarily from the converted financial statements of consolidated international subsidiaries. The change in the market value of derivative financial instruments was the result of interest rate swaps transacted by the holding company to hedge against interest rate movements.

Consolidated Statement

of Comprehensive Income

13–26

Consolidated Statement of Financial Position

AS OF MARCH 31, 2023

ASSETS
Goodwill
407,413
Right-of-use assets from leasing/rent
69,443
Other intangible assets
176,436
Property, plant and equipment
341,882
Investment property
2,208
Financial investments
5,611
Shares accounted for using the equity method
4,611
Other non-current assets
2,364
Deferred taxes
19,858
Non-current assets
1,029,826
Inventories
[11]
482,873
Receivables
[12]
214,746
Other current assets
23,708
Current income taxes
4,035
Cash and cash equivalents
116,611
Assets held for sale
[15]
48,756
Current assets
890,729
TOTAL ASSETS
1,920,555
EQUITY AND LIABILITIES
Subscribed capital
69,928
Capital reserve
318,143
Other reserves
309,156
Equity held by INDUS shareholders
697,227
Non-controlling interests in the equity
1,908
Equity
699,135
Pension provisions
25,130
Other non-current provisions
1,103
Non-current financial liabilities
[13]
594,225
Other non-current liabilities
[14]
64,386
Deferred taxes
65,370
Non-current liabilities
750,214
Other current provisions
36,586
Current financial liabilities
[13]
132,938
Trade payables
94,870
Other current liabilities
[14]
152,420
Current income taxes
18,616
Liabilities in connection with assets held for sale
[15]
35,776
Current liabilities
471,206
TOTAL EQUITY AND LIABILITIES
1,920,555
in EUR '000 Notes March 31, 2023 December 31, 2022
403,725
68,904
172,436
344,283
2,215
5,571
4,276
1,967
20,172
1,023,549
449,387
195,468
22,048
5,342
127,816
66,273
866,334
1,889,883
69,928
318,143
295,090
683,161
2,060
685,221
23,568
1,093
580,638
59,737
63,627
728,663
42,336
140,734
74,283
165,710
17,245
35,691
475,999
1,889,883

Consolidated Statement of Changes in Equity

FROM JANUARY 1 TO MARCH 31, 2023

in EUR '000 Subscribed
capital
Capital
reserve
Retained
earnings
Other
reserves
Equity held
by INDUS
shareholders
Interests held by
non-controlling
shareholders
Group
equity
AS OF JANUARY 1, 2022
before IAS 37 adjustment
69,928 318,143 410,994 -13,434 785,631 1,843 787,474
IAS 37 adjustment (rev. 2020) -46,000 -46,000 -46,000
AS OF JANUARY 1, 2022 69,928 318,143 364,994 -13,434 739,631 1,843 741,474
Earnings after taxes 4,490 4,490 79 4,569
Other comprehensive income 10,442 10,442 27 10,469
Total comprehensive income 4,490 10,442 14,932 106 15,038
Dividend payment -315 -315
AS OF MARCH 31, 2022 69,928 318,143 369,484 -2,992 754,563 1,634 756,197
AS OF JANUARY 1, 2023 69,928 318,143 284,932 10,158 683,161 2,060 685,221
Earnings after taxes 16,030 16,030 9 16,039
Other comprehensive income -1,964 -1,964 -14 -1,978
Total comprehensive income 16,030 -1,964 14,066 -5 14,061
Dividend payment -147 -147
AS OF MARCH 31, 2023 69,928 318,143 300,962 8,194 697,227 1,908 699,135

Interests attributable to non-controlling shareholders as of March 31, 2023, primarily consist of interests attributable to non-controlling shareholders in ROLKO Group subsidiaries. Interests attributable to non-controlling shareholders for which the economic ownership of the corresponding non-controlling interests had already been transferred under reciprocal option agreements at the acquisition date, are shown under other liabilities.

Consolidated Statement

of Changes in Equity

Consolidated Statement of Cash Flows

FOR THE FIRST QUARTER OF 2023

in EUR '000 Q1 2023 Q1 2022
Earnings after taxes from continuing operations 24,917 25,325
Depreciation/amortization of non-current assets 21,301 20,026
Income taxes 12,006 10,647
Financial income 7,868 5,424
Other non-cash transactions -259 1,873
Changes in provisions -6,001 -2,005
Increase (-)/decrease (+) in inventories, receivables and other assets -53,430 -116,677
Increase (+)/decrease (-) in trade payables and other equity and liabilities 4,833 39,463
Income taxes received/paid -9,754 -1,886
Operating cash flow from continuing operations 1,481 -17,810
Interest paid -2,763 -2,343
Interest received 285 102
Cash flow from operating activities from continuing operations -997 -20,051
Cash outflow from investments in
property, plant and equipment and intangible assets -8,487 -6,876
financial investments and shares accounted for using the equity method -100 -99
shares in fully consolidated companies -8,851 0
Cash inflow from the disposal of
shares in fully consolidated companies 0 9,843
other assets 14,463 16
Cash flow from investing activities from continuing operations -2,975 2,884
Dividend payments to non-controlling interests -147 -315
Cash inflow from the raising of loans 23,308 60,401
Cash outflow from the repayment of loans -19,422 -27,772
Cash outflow from the repayment of lease liabilities -4,913 -4,283
Cash flow from financing activities from continuing operations -1,174 28,031
Net changes in cash and cash equivalents of continuing operations -5,146 10,864
Net changes in cash and cash equivalents of discontinued operations -8,970 -14,931
Changes in cash and cash equivalents caused by currency exchange rates -381 -117
Changes in cash and cash equivalents in connection with assets held for sale 3,292 0
Cash and cash equivalents at the beginning of the period 127,816 136,320
Cash and cash equivalents at the end of the period 116,611 132,136

Notes

Basic Principles of the Consolidated Financial Statements

[1] General Information

INDUS Holding AG, with registered office in Bergisch Gladbach, Germany, has prepared its condensed consolidated interim financial statements for the period from January 1, 2023, to March 31, 2023, in accordance with the International Financial Reporting Standards (IFRS), and their interpretation by the International Financial Reporting Standards Interpretations Committee (IFRS IC) as applicable in the European Union (EU). The consolidated financial statements are prepared in euros (EUR). Unless otherwise indicated, all amounts are stated in thousands of euros (EUR '000).

These interim financial statements have been prepared in accordance with IAS 34 in condensed form. The interim report has been neither audited nor subjected to perusal or review by an auditor.

New obligatory standards are reported on separately in the section "Changes in Accounting Standards." Otherwise, the same accounting methods have been applied as in the consolidated financial statements for the 2022 financial year, where they are described in detail. Since these interim financial statements do not provide the full scope of information found in the annual financial statements, these financial statements should be considered within the context of the last annual financial statements.

In the Board of Management's view, this quarterly report includes all usual current adjustments necessary for the proper presentation of the Group's financial position and financial performance. The results achieved in the first quarter of 2023 do not necessarily allow predictions to be made regarding future business performance.

Preparation of the consolidated financial statements is influenced by accounting and valuation principles and requires assumptions and estimates that have an impact on the recognized value of assets, liabilities, and contingent liabilities, and on income and expenses. When estimates are made regarding the future, actual values may differ from the estimates. If the original basis for the estimates changes, the statement of the items in question is adjusted through profit and loss.

[2] Changes in Accounting Standards

All obligatory accounting standards in effect as of the 2023 financial year have been implemented in the interim financial statements at hand.

The application of new standards has had no material effect on the presentation of the financial position and financial performance of INDUS Holding AG.

[3] Company Acquisitions

FURTHER COMPANY ACQUISITIONS

With a contract dated January 12, 2023, the INDUS Holding AG subsidiary BETOMAX systems GmbH & Co.KG, acquired 100% of the shares in QUICK Bauprodukte GmbH (QUICK), Schwerte, Germany. QUICK is a specialist for formwork and reinforcement accessories, and manufactures and distributes standard and special parts for bridge building, overground and underground construction, and tunnel construction. QUICK's portfolio of products complements the BETOMAX product range and opens up new opportunities for the company in the field of bridge building. QUICK has been allocated to the Infrastructure segment. The economic transfer (closing) took place on March 31, 2023.

The fair value of the total consideration amounted to EUR11,398 thousand as of the acquisition date and included an earn-out of EUR 2,200 thousand.

Goodwill of EUR 3,862 thousand, determined in the course of the purchase price allocation, is not tax-deductible. Goodwill is the residual amount of the total consideration less the value of the re-assessed acquired assets and assumed liabilities and does not represent the accountable potential earnings of the acquired company for the future or the expertise of the personnel.

In the preliminary purchase price allocation, the acquired assets and liabilities have been calculated as follows:

FURTHER NEW ACQUISITIONS: QUICK (in EUR '000)

Carrying amount
at time of
acquisition
Remeasurement Addition to
consolidated
statement of
financial position
Goodwill 0 3,862 3,862
Other intangible assets 2,747 8,494 11,241
Property, plant and equipment 585 500 1,085
Inventories 394 258 652
Receivables 456 0 456
Other assets* 458 0 458
Cash and cash equivalents 347 0 347
Total assets 4,987 13,114 18,101
Pension provisions 304 0 304
Other provisions 200 0 200
Financial liabilities 2,747 0 2,747
Trade payables 201 0 201
Other equity and liabilities** 475 2,776 3,251
Total liabilities 3,927 2,776 6,703

** Other assets: other non-current assets, other current assets, deferred taxes, current income taxes

** Other equity and liabilities: other non-current liabilities, other current liabilities, deferred taxes, current income taxes

The re-assessed intangible assets essentially comprise client relations and the client base.

QUICK was consolidated for the first time as of March 31, 2023. Expenses recognized in profit and loss from the initial consolidation of QUICK had a negative impact of EUR 312 thousand on operating income (EBIT). The incidental acquisition costs were recorded in the statement of income.

[4] Discontinued Operations

On October 24, 2022, INDUS Holding AG lost control of SMA and its subsidiaries and deconsolidated the companies. SMA is a discontinued operation pursuant to IFRS 5.32.

The decision to sell SELZER Fertigungstechnik and its subsidiaries and SCHÄFER Holding GmbH and its subsidiaries was made in the fourth quarter of 2022. We are actively looking for buyers. Exploratory discussions are underway with interested parties and initial indicative price suggestions have been obtained. The probability of a sale within the current financial year is very high. SELZER and SCHÄFER are both discontinued operations pursuant to IFRS 5.32. The assets and liabilities are classified as "held for sale" and listed in the statement of financial position under the corresponding item. This item is explained under [15] of the Notes.

The following overview presents the expenses and income from discontinued operations in the first quarters of 2023 and 2022:

in EUR '000 Q1 2023 Q1 2022
Revenue 19,758 28,324
Other revenue 265 1,134
Expenses -27,427 -50,311
Operating income (EBIT) -7,404 -20,853
Income taxes -1,346 153
Earnings from
discontinued operations
-8,878 -20,756

The following cash flows are allocable to discontinued operations:

Q1 2023 Q1 2022
-7,131 -9,767
-1,492 -4,358
-347 -806
-14,931
-8,970

Notes to the Consolidated Statement of Income

[5] Cost of Materials

Total -221,152 -211,856
Purchased services -26,903 -21,089
Raw materials, consumables and
supplies, and purchased
merchandise
-194,249 -190,767
in EUR '000 Q1 2023 Q1 2022

[6] Personnel Expenses

Total -129,314 -119,742
Pensions -1,150 -1,058
Social security -19,202 -17,768
Wages and salaries -108,962 -100,916
in EUR '000 Q1 2023 Q1 2022

[7] Other Operating Expenses

in EUR '000 Q1 2023 Q1 2022
Selling expenses -24,412 -22,274
Operating expenses -15,806 -14,517
Administrative expenses -15,053 -12,724
Other expenses -1,976 -2,417
Total -57,247 -51,932

The "Interests attributable to non-controlling shareholders" item includes an effect on income from the subsequent valuation of the contingent purchase price liabilities (call/ put options) of EUR -2,506 thousand (previous year: EUR -106 thousand) and earnings after taxes that external entities are entitled to from shares in limited partnerships and stock corporations with call/put options.

[9] Income Taxes

The income tax expense in the interim financial statements is calculated based on the assumptions currently used for tax planning purposes.

[10] Earnings per Share

in EUR '000 Q1 2023 Q1 2022
Income attributable to
INDUS shareholders
16,030 4,490
Income from discontinued
operations
-8,878 -20,756
Income attributable to
INDUS shareholders from
continuing operations
24,908 25,246
Weighted average shares
outstanding (in thousands) 26,896 26,896
Earnings per share from
continuing operations (in EUR)
0.93 0.94
Earnings per share from
discontinued operations (in EUR)
-0.33 -0.77
Earnings per share from
continuing and discontinued
operations (in EUR) 0.60 0.17

[8] Financial Income

in EUR '000 Q1 2023 Q1 2022
Interest and similar income 278 32
Interest and similar expenses -4,135 -3,436
Net interest -3,857 -3,404
Income from shares accounted
for using the equity method
335 35
Interests attributable to
non-controlling shareholders
-4,354 -2,062
Income from financial investments 8 7
Other financial income -4,346 -2,055
Total -7,868 -5,424

Notes to the Consolidated Statement of Financial Position

[11] Inventories

in EUR '000 March 31, 2023 December 31, 2022
Raw materials, consumables, and
supplies
186,940 173,902
Unfinished goods 126,608 118,898
Finished goods and goods for
resale
149,578 137,645
Advance payments 19,747 18,942
Total 482,873 449,387

[12] Receivables

in EUR '000 March 31, 2023 December 31, 2022
Receivables from customers 201,436 182,087
Contract receivables 12,624 12,553
Receivables from associated
companies
686 828
Total 214,746 195,468

13–26

[13] Financial Liabilities

in EUR '000 March 31,
2023
Current Non-current December 31,
2022
Current Non-current
Liabilities to banks 352,885 86,671 266,214 347,727 94,357 253,370
Lease liabilities 70,778 17,196 53,582 70,145 17,306 52,839
Promissory note loans 303,500 29,071 274,429 303,500 29,071 274,429
Total 727,163 132,938 594,225 721,372 140,734 580,638

[14] Liabilities

Other liabilities of EUR 66,502 thousand (Dec. 31, 2022: EUR 64,050 thousand) include contingent purchase price liabilities, carried at fair value, insofar as the noncontrolling shareholders can tender shares to INDUS by terminating the Articles of Incorporation or on the basis of option agreements.

[15] Assets Held for Sale and Liabilities in Connection with Assets Held for Sale

The Board of Management of INDUS Holding AG made the decision in the fourth quarter of 2022 to sell SELZER Fertigungstechnik and its subsidiaries, and SCHÄFER Holding GmbH and its subsidiaries. We are actively looking for buyers. Exploratory discussions are underway with interested parties and initial indicative price suggestions for the companies have been obtained. The probability of a sale within twelve months of the Board of Management's decision is very high.

The allocated assets are therefore reported under "Assets held for sale." Liabilities belonging to the disposal group have been reported under the balance sheet item "Liabilities in connection with assets held for sale" accordingly. Writedowns in connection with the planned sale of SELZER and SCHÄFER are recognized as expenses under earnings from discontinued operations in the amount of EUR 4,990 thousand (same period of the previous year: EUR 0 thousand).

Assets held for sale as of December 31, 2022, contain land and buildings in the amount of EUR 18,333 thousand. A plot of land including a building in Switzerland was sold in the first quarter of 2023, which reduced the value of this item by EUR 14,403 thousand.

in EUR '000 March 31, 2023 December 31, 2022
Non-current assets 10,980 28,300
Inventories/receivables 28,804 25,102
Other assets 7,136 7,743
Cash and cash equivalents 1,836 5,128
Total assets held for sale 48,756 66,273
Provisions 13,430 13,015
Financial liabilities 10,042 10,389
Trade payables 6,393 6,223
Other equity and liabilities 5,911 6,064
Total liabilities in connection
with assets held for sale
35,776 35,691

Other Disclosures

[16] Information on the Statement of Cash Flows

The statement of cash flows contains the cash flows from continuing operations. The following table presents the cash flows of the entire INDUS Group, broken down by continuing and discontinued operations:

in EUR '000 Q1 2023 Q1 2022
Cash flow from operating activities
from continuing operations
-997 -20,051
Cash flow from operating activities
from discontinued operations
-7,131 -9,767
Total cash flow from
operating activities
-8,128 -29,818
Cash flow from investing activities
from continuing operations
-2,975 2,884
Cash flow from investing activities
from discontinued operations
-1,492 -4,358
Total cash flow from
investing activities
-4,467 -1,474
Cash flow from financing activities
from continuing operations
-1,174 28,031
Cash flow from financing activities
from discontinued operations
-347 -806
Total cash flow from
financing activities
-1,521 27,225
Net changes in cash and cash
equivalents of continuing
operations
-5,145 10,864
Net changes in cash and cash
equivalents of discontinued
operations
-8,970 -14,931
Total net changes in cash and
cash equivalents
-14,116 -4,067

See [4] for information regarding the composition of cash flows from discontinued operations.

[17] Segment Reporting

SEGMENT INFORMATION BY DIVISION FOR THE FIRST QUARTER OF 2023

SEGMENT REPORT IN ACCORDANCE WITH IFRS 8 (in EUR '000)

Engineering Infrastructure Materials Total
segments
Other/
reconciliation
Consolidated
financial
statements
Q1 2023
Revenue with external third parties 142,105 141,470 166,775 450,350 456 450,806
Revenue with other segments 636 1 15 652 -652 0
Revenue 142,741 141,471 166,790 451,002 -196 450,806
Segment earnings (EBIT) 15,558 10,682 20,144 46,384 -1,593 44,791
Income from measurement according
to the equity method
0 335 0 335 0 335
Depreciation/amortization -7,871 -6,157 -7,088 -21,116 -185 -21,301
Segment EBITDA 23,429 16,839 27,232 67,500 -1,408 66,092
Investments 1,771 12,625 2,715 17,111 227 17,338
of which company acquisitions 0 8,851 0 8,851 0 8,851
Engineering Infrastructure Materials Total
segments
Other/
reconciliation
Consolidated
financial
statements
Q1 2022
Revenue with external third parties 120,359 139,483 156,524 416,366 93 416,459
Revenue with other segments 770 2 83 855 -855 0
Revenue 121,129 139,485 156,607 417,221 -762 416,459
Segment earnings (EBIT) 14,183 16,114 14,041 44,338 -2,942 41,396
Income from measurement according
to the equity method
0 35 0 35 0 35
Depreciation/amortization -6,897 -5,961 -6,956 -19,814 -212 -20,026
Segment EBITDA 21,080 22,075 20,997 64,152 -2,730 61,422
Investments 2,200 2,136 2,524 6,860 16 6,876
of which company acquisitions 0 0 0 0 0 0

The table below reconciles the total operating results of segment reporting with the earnings before taxes in the consolidated statement of income:

RECONCILIATION
(in EUR '000)
Q1 2023 Q1 2022
Segment earnings (EBIT) 46,384 44,338
Areas not allocated incl. holding company -1,593 -2,942
Financial income -7,868 -5,424
Earnings before taxes 36,923 35,972

The classification of segments corresponds to the current state of internal reporting. Internal reporting changed as of January 1, 2023, with the PARKOUR perform strategy update. The new segment struc-ture has been subdivided into the Engineering, Infrastructure and Materials segments in line with the technological focal points. The segment information relates to continued operations.

The reconciliations contain the figures of the holding company, the non-operating units not allocated to any segment, and consolidations.

The key control variable for the segments is operating income (EBIT) as defined in the consolidated financial statements. The information pertaining to the segments has been ascertained in compliance with the reporting and valuation methods that were applied in the preparation of the consolidated finan-cial statements. Transfer prices between segments are based on arm's-length prices to the extent that they can be established in a reliable manner and are otherwise determined on the basis of the cost-plus pricing method.

SEGMENT INFORMATION BY REGION

The breakdown of sales by region relates to our selling markets. Owing to the diversity of our foreign activities, a further breakdown by country would not be meaningful since no country other than Germa-ny accounts for 10% of Group sales.

Non-current assets, less deferred taxes and financial instruments, are based on the registered offices of the companies concerned. Further differentiation would not be useful since the majority of compa-nies are based in Germany.

Owing to the diversification policy at INDUS, there were no individual product or service groups and no individual customers that accounted for more than 10% of sales.

in EUR '000 Group Germany EU Third countries
Q1 2023
Revenue with external third parties 450,806 235,614 85,350 129,842
March 31, 2023
Non-current assets, less deferred taxes and financial instruments 1,001,993 883,699 39,289 79,005
Q1 2022
Revenue with external third parties 416,459 203,404 83,706 129,349
December 31, 2022
Non-current assets, less deferred taxes and financial instruments 995,839 876,160 39,438 80,241

[18] Information on the Significance of Financial Instruments

The table below shows the carrying amounts of the financial instruments. The fair value of a financial instrument is the price that would be paid in an orderly transaction between market participants for the sale of an asset or transfer of a liability on the measurement date.

FINANCIAL INSTRUMENTS (in EUR '000)
Balance sheet
value
Not within the
scope of IFRS 9
IFRS 9 financial
instruments
Of which measured
at fair value
Of which measured
at amortized cost
March 31, 2023
Financial investments 5,611 0 5,611 2,443 3,168
Cash and cash equivalents 116,611 0 116,611 0 116,611
Receivables 214,746 12,624 202,122 0 202,122
Other assets 26,072 10,789 15,283 3,995 11,288
Financial instruments: ASSETS 363,040 23,413 339,627 6,438 333,189
Financial liabilities 727,163 0 727,163 0 727,163
Trade payables 94,870 0 94,870 0 94,870
Other liabilities 216,806 101,176 115,630 68,702 49,928
Financial instruments: EQUITY AND LIABILITIES 1,038,839 101,176 937,663 68,702 868,961
December 31, 2022
Financial investments 5,571 0 5,571 2,441 3,130
Cash and cash equivalents 127,816 0 127,816 0 127,816
Receivables 195,468 12,553 182,915 0 182,915
Other assets 24,015 7,545 16,470 4,171 12,299
Financial instruments: ASSETS 352,870 20,098 332,772 6,612 326,160
Financial liabilities 721,372 0 721,372 0 721,372
Trade payables 74,283 0 74,283 0 74,283
Other liabilities 225,447 95,967 129,480 64,050 65,430
Financial instruments: EQUITY AND LIABILITIES 1,021,102 95,967 925,135 64,050 861,085

Available-for-sale financial instruments are fundamentally long-term financial investments for which no pricing on an active market is available and the fair value of which cannot be reliably determined. These are carried at cost.

FINANCIAL INSTRUMENTS BY BUSINESS MODEL

IN ACC. WITH IFRS 9 (in EUR '000)
March 31,
2023
December 31,
2022
Financial assets measured at cost 333,189 326,160
Financial assets recognized at fair value
directly in equity
2,443 2,441
Derivatives with hedging relationships,
hedge accounting
3,995 4,171
Financial instruments: ASSETS 339,627 332,772
Financial liabilities measured at fair value
through profit and loss
68,702 64,050
Financial liabilities measured at cost 868,961 861,085
Financial instruments:
EQUITY AND LIABILITIES
937,663 925,135

[19] Approval for Publication

The Board of Management of INDUS Holding AG approved these IFRS interim financial statements for publication on May 10, 2023.

Bergisch Gladbach, May 10, 2023

INDUS Holding AG

The Board of Management

Dr. Johannes Schmidt Dr. Jörn Großmann

Axel Meyer Rudolf Weichert

27

Contact

CONTACT Nina Wolf Public Relations Phone: +49 (0)2204/40 00-73 Email: [email protected]

Dafne Sanac Investor Relations Phone: +49 (0)2204/40 00-32 Email: [email protected] INDUS HOLDING AG Kölner Straße 32 51429 Bergisch Gladbach

P.O. Box 10 03 53 51403 Bergisch Gladbach

Phone: +49(0)2204/40 00-0 Fax: +49 (0)2204/40 00-20 Email: [email protected]

www.indus.de/en

Financial Calendar

Date Event
May 17, 2023 Annual Shareholders' Meeting 2023, Cologne
August 10, 2023 Publication of interim report on the first half of 2023
November 14, 2023 Publication of interim report on the first nine months of 2023

Find the INDUS financial calendar and dates for corporate events at www.indus.de/en/ investor-relations/financial-calendar

Imprint

RESPONSIBLE MEMBER OF THE BOARD OF MANAGEMENT Dr.-Ing. Johannes Schmidt

DATE OF PUBLISHING May 11, 2023

PUBLISHER INDUS Holding AG, Bergisch Gladbach, Germany

CONCEPT/DESIGN Berichtsmanufaktur GmbH, Hamburg, Germany

This interim report is also available in German. Only the German version of the interim report is legally binding.

DISCLAIMER:

This interim report contains forward-looking statements based on assumptions and estimates made by the Board of Management of INDUS Holding AG. Although the Board of Management is of the opinion that these assumptions and estimates are accurate, they are subject to certain risks and uncertainty. Actual future results may deviate substantially from these assumptions and estimates due to a variety of factors. These factors include changes in the general economic situation, the business, economic and competitive situation, foreign exchange and interest rates, and the legal setting. INDUS Holding AG shall not be held liable for the future development and actual future results being in line with the assumptions and estimates included in this interim report. Assumptions and estimates made in this interim report will not be updated.

www.indus.de/en

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