Alumexx N.v.EURONEXT: ALX

Halfjaarlijkse financiële verslaggeving

· Issued by Alumexx N.v.

Alumexx N.V.

Semi -annual report 2025

Etten-Leur, 30 September, 2025

1

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Semi-Annual Management Board Report 3

Alumexx N.V. Semi-Annual Report 5

Condensed consolidated interim statement of profit or loss and comprehensive income 6

Condensed consolidated interim statement of financial position 9

Condensed consolidated interim statement of changes in equity 11

Condensed consolidated interim statement of cash flows 13

Notes to the condensed consolidated interim financial statements 15

Statement of the Management Board 27

Colophon 28

‌Semi-Annual Management Board Report‌

Etten-Leur, 30 September, 2025 - Alumexx N.V., listed on Euronext Amsterdam and a manufacturer of aluminum ladders, scaffolding, and premium climbing equipment, today announced its results for the first half year of 2025. Despite a challenging market environment, Alumexx achieved revenue growth and made significant progress toward further modernization and international expansion.

Revenue Growth and Solid Foundation

Revenue increased from €20.7 million in the first half of 2024 to €21.5 million in the first half of 2025. The gross margin remained at a healthy level of over 50%. The decline in EBITDA from €3.8 million to

€2.4 million was mainly due to audit fees related to the 2024 annual accounts amounting to €535,000 (recognized under IFRS in the first half of 2025), and the expansion of workforce capacity, as basis for future growth.

Personnel expenses rose because in 2024 certain articles were purchased externally with processing costs included. In the second half of 2024, raw materials for these articles were purchased and processing took place in Alumexx's facilities with own labor.

EBITDA for the first half of 2025 amounted to €2.4 million, compared to €2.0 million in the second half of 2024, representing an improvement.

The balance sheet total decreased from €37.1 million to €35.4 million during the first half of 2025, mainly due to amortization and depreciation. The acquisition of DeSteigerConcurrent contributed an increase of €0.6 million to the balance sheet.

Financing obligations and lease commitments were paid on time. After the balance sheet date, Alumexx reached an agreement with Rabobank on a revised repayment schedule and covenant adjustments. During the first half, an earn-out payment of €0.3 million was made related to the acquisitions of Euroscaffold and ASC Group.

Working capital decreased from €10.9 million to €9.5 million, driven by lower inventory levels.

Strong Order Book and Market Position

In the first half of 2025, Alumexx secured several strategic orders from major rental companies such as Bo-rent and Collé Rental. The top segment, represented by Alumexx Industrial, continues to show strong growth with projects for leading companies including RET, ASML, VDL, and Prologis. This reinforces Alumexx's position as a reliable partner for both professional and industrial applications.

Innovation

During the first half, Alumexx developed several new products for the Alumexx DIY / BasiQ (formerly Alumexx), Alumexx Professional (formerly Euroscaffold), and Alumexx Industrial (formerly ASC) segments. Various product improvements were also implemented to enhance efficiency, alongside initiatives aimed at increasing safety when working at height.

Acquisition of DeSteigerConcurrent

On February 1, 2025, Alumexx N.V. acquired a majority stake in the activities of DeSteigerConcurrent, further strengthening its position in online sales.

Investments in Growth and Efficiency

To accelerate growth, Alumexx announced on September 25 the successful placement of a €4.75 million bond issue. The proceeds will be allocated to:

  • A one-time additional repayment to Rabobank of €1.5 million, resulting in a total reduction of repayment obligations to Rabobank of €2.65 million over the next two and a half years;

  • Further robotics and production optimization;

  • Expansion of export activities, with a focus on Germany, Scandinavia, and Southern Europe;

  • Increasing brand awareness in international markets;

  • Reducing financing costs by optimizing the capital structure.

Through the restructuring of covenants with Rabobank, financial flexibility has been significantly improved and risks related to business continuity further reduced.

Continuity

Given the above-mentioned bond placement and the amended financing agreement with Rabobank, the going concern assumption applies to this half-year report.

Financial risk management

Alumexx's financial risk management objectives and measures are in line with the objectives and measures set out in the 2024 consolidated financial statements.

Outlook

CEO Jeroen van den Heuvel:

"Demonstrating revenue growth in an uncertain market underscores the strength and dedication of our team. With the proceeds of the bond issue, we can accelerate investments in efficiency, international expansion, and brand building. This builds on our strong gross margin and establishes a solid foundation for sustainable EBITDA growth in the coming years. As a Dutch quality brand, we see tremendous opportunities to expand our position internationally."

Etten-Leur, the Netherlands, 30 September 2025 Management Board:

J. van den Heuvel

H.L. Hakvoort

‌Alumexx N.V. Semi-Annual Report‌ ‌Condensed consolidated interim statement of profit or loss and comprehensive income for the half year ended 30 June 2025‌

HY 2025

HY 2024

Restated*

EUR 1.000

EUR 1.000

Revenue

21.461

20.741

Cost of materials and outsourced work

-11.942

-12.216

Inventory movements of intermediates and finished goods

1.409

2.060

-10.533

-10.156

Added Value

10.928

10.585

Employee benefit cost

-3.454

-2.940

Insourced direct staff

-1.901

-1.184

Amortisation

-573

-544

Depreciation

-1.179

-1.040

Other expenses

-3.136

-2.668

Operating profit

685

2.209

Finance income

-

-

Finance costs

-908

-1.042

Net finance costs

-908

-1.042

Profit before tax

-223

1.167

Income tax expense

-143

-337

Profit for the period

-366

830

* The comparative information is restated on account of correction of errors. See Note 2(e).

HY 2025

HY 2024

Restated*

EUR 1.000

EUR 1.000

Other comprehensive income

Items that will never be reclassified to profit or loss

Not applicable

-

-

-

-

Items that are or may be reclassified to profit or loss

Cost of hedging reserve - changes in fair value

-4

-6

-4

-6

Other comprehensive income for the period, net of tax

-4

-6

Total comprehensive income for the period

-370

824

* The comparative information is restated on account of correction of errors. See Note 2(e).

HY 2025

HY 2024

Restated*

EUR 1.000

EUR 1.000

Profit attributable to:

  • Owners of the Company

-371

830

  • Non-controlling interests

5

-

-366

830

Total comprehensive income attributable to:

  • Owners of the Company

-375

824

  • Non-controlling interests

5

-

-370

824

Earnings per share

Basic earnings per share (EUR 1)

-0,02

0,06

Diluted earnings per share (EUR 1)

-0,02

0,06

* The comparative information is restated on account of correction of errors. See Note 2(e).

‌Condensed consolidated interim statement of financial position as at 30 June 2025‌

(Before profit appropriation)

30 June

2025

31 December

2024

EUR 1.000

EUR 1.000

Assets

Intangible assets and goodwill

14.343

14.601

Property, plant and equipment

1.692

1.865

Right of Use assets

4.830

5.317

Non-current assets

20.865

21.783

Inventories

10.627

12.069

Trade and other receivables

3.663

3.074

Cash and cash equivalents

248

125

Current assets

14.538

15.268

Total assets

35.403

37.051

30 June

2025

31 December

2024

EUR 1.000

EUR 1.000

Equity

Share capital

1.484

1.484

Share premium

20.435

20.435

Hedging reserve

-126

-122

Retained earnings

-17.267

-16.897

Equity attributable to owners of the Company

4.526

4.900

Non controlling interest

5

-

Total equity

4.531

4.900

Liabilities

Loans and borrowings

9.303

17.842

Lease liabilities

3.932

4.241

Provisions

173

173

Deferred tax liabilities

1.095

1.185

Non-current liabilities

14.503

23.441

Bank overdraft

63

40

Current tax liabilities

240

337

Loans and borrowings

10.012

2.902

Lease liabilities

1.295

1.232

Trade and other payables

4.759

4.199

Current liabilities

16.369

8.710

Total liabilities

30.872

32.151

Total equity and liabilities

35.403

37.051

‌Condensed consolidated interim statement of changes in equity for the half year ended 30 June 2025‌

Share

capital

Share

premium

Cost of

hedging reserve

Retained

earnings

Total

Non-

controlling interest

Total

Equity

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

Balance at 1 January 2025

1.484

20.435

-122

-16.897

4.900

-

4.900

Total comprehensive income

Profit (loss) fort he period

-

-

-

-371

-371

5

-366

Other comprehensive income

-

-

-4

-

-4

-

-4

Total comprehensive income (restated)

-

-

-4

-371

-375

5

-370

Transactions with owners of the Company

Share based payments

-

-

-

33

33

-

33

Other movements

-

-

-

-32

-32

-

-32

Total transactions with owners of the Company

-

-

-

1

1

-

1

Balance at 30 June 2025

1.484

20.435

-126

-17.267

4.526

5

4.531

Share

capital

Share

premium

Hedging

reserve

Retained

earnings

Total

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

EUR 1.000

Balance at 1 January 2024, as previously reported

1.484

20.435

-103

-17.917

3.899

- Impact of correction of errors

2(e)

-

-

-

340

340

Restated balance at 1 January 2024*

1.484

20.435

-103

-17.577

4.239

Total comprehensive income

Profit for the period*

-

-

-

830

830

Other comprehensive income

-

-

-6

-

-6

Total comprehensive income for the period

-

-

-6

830

824

Transactions with owners of the Company

Share based payments

-

-

-

-

-

Other movements

-

-

-

-

-

Total transactions with owners of the Company

-

-

-

-

-

Balance at 30 June 2024*

1.484

20.435

-109

-16.747

5.063

* The comparative information is restated on account of correction of errors. See Note 2(f).

‌Condensed consolidated interim statement of cash flows for the half year ended 30 June 2025‌

2025

2024

Restated*

EUR 1.000

EUR 1.000

Cash flows from operating activities

Profit for the period

-366

830

Adjustments for:

  • Depreciation

1.179

1.040

  • Amortisation

573

544

  • Net finance costs

908

1.042

  • Gain on sale of property, plant and equipment

-

-

  • Equity-settled share-based payment transactions

33

-

  • Tax expense

143

337

  • Trade receivables written off

-

-

  • Provision for bad and doubtful receivables

-

-

2.836

2.963

Changes in:

  • Inventories

1.492

1.690

  • Trade and other receivables

-525

-349

  • Trade and other payables

168

360

  • Provisions

-

-166

Cash generated from operating activities

3.605

5.328

Interest paid

-648

-732

Income taxes paid

-370

-268

Net cash from operating activities

2.587

4.328

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

-

5

Acquisition of subsidiary, net of cash acquired

96

-

Acquisition of property, plant and equipment

-108

-249

Net cash from (used in) investing activities

-12

-244

2025

2024

Restated*

EUR 1.000

EUR 1.000

Cash flows from financing activities

Proceeds from loans and new borrowings

-

137

Repayment of borrowings

-1.666

-1.250

Payment of contingent consideration

-255

-510

Payment of lease liabilities

-554

-925

Net cash from (used in) financing activities

-2.475

-2.548

Net increase/decrease in cash and cash equivalents

100

1.536

Cash and cash equivalents at 1 January**

85

-147

Cash and cash equivalents at 30 June**

185

1.389

* The comparative information is restated on account of correction of errors. See Note 2(e).

** Cash and cash equivalents includes bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

‌Notes to the condensed consolidated interim financial statements for the half year ended 30 June 2025‌
  1. General
    1. ‌Reporting entity and relationship with parent company (companies)

      Alumexx N.V. (the 'Company') is a public limited liability company domiciled in the Netherlands. The Company was incorporated in the Netherlands. The Company's registered office is at Leerlooierstraat 30 4871 EN Etten-Leur. The Company was founded in 1991 and is registered in the Trade Register at the Chamber of Commerce under number 34110628.

      As per 1 February 2025 a 51% subsidiary (DeSteigerConcurrent B.V.) was acquired. The assets and liabilities of that Company constitute a business. The assets and liabilities are controlled by DeSteigerConcurrent B.V. As per the acquisition date the DeSteigerConcurrent

      B.V. is consolidated.

      These condensed consolidated interim financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Company is a holding company. The main activities of the Group of which the Company is the parent are related to manufacturing and selling of climbing materials. The activities of the Company and the Group are carried out both inland and abroad, with the countries of the European Union being the primary sales market.

    2. ‌Financial reporting period

      These condensed consolidated interim financial statements cover the first half year of 2025, which ended at the reporting date of 30 June 2025.

    3. ‌Going concern

      Because of the issue of a loan with warrants attached (reference is made to note 10 -Subsequent events), these condensed consolidated interim financial statements have been prepared on the basis of the going concern assumption taking into consideration the following:

      In the consolidated financial statements 2024 the Company reported extensively on its going concern assumptions.

      The Company reported in its consolidated financial statements 2024 that during the first quarter 2025 the Company was not able to meet the financial covenants with the Rabobank due to head wind with respect to sales and higher operating expenses compared to expectations. As a result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025 the Company received a waiver of the Rabobank.

      In addition to the waiver obtained for the first quarter 2025, the Rabobank committed to start negotiations regarding adjustments to the covenants for the second quarter for 2025 and further. The result of the negotiations was as follows:

      • Waiver for the second quarter of 2025.

        The company received after the reporting date of 30 June 2025 a waiver for the second quarter of 2025. Consequently, the relating liabilities have been presented as current as per 30 June 2025.

      • Adjustment of the repayment schedule.

        The proceeds of the loan with warrants attached has been used by the Company to repay an additional amount of EUR 1.500K before 30 September 2025. In return the Rabobank reduced the quarterly repayment of EUR 625K to EUR 300K for the next 4 quarters and to EUR 400K for the subsequent 6 quarters, resulting in less repayment of EUR 1.150K until the end of 2027. This amount will be payable on 31 March 2028.

      • Covenant reset.

        Following the additional repayment to Rabobank and the renewed repayment schedule of the Rabobank, the covenants have been reset.

        The Senior net debt / EBITDA ratio for the third quarter 2025 will not be tested. From the fourth quarter 2025 onwards new ratios have been agreed being 2.74 for the fourth quarter 2025 till 2.00 from the second quarter 2026.

        The Debt Service Coverage ratio for the third and fourth quarter 2025 will not be tested. From the first quarter 2026 onwards new ratios have been agreed being 1.00 for the fourth first quarter 2026 till 1.10 from the third quarter 2026.

        The Company prepared extensive cash flow projections with different assumptions. Based on the current situation, forecast and the measures outlined above, the Company expects to be able to meet the payment obligations under this secured bank loan agreement for at least the next 12 months. Therefore, the accounting policies used in the condensed consolidated interim financial statements for the half year ended 30 June 2025 are based on the expectation that The Company will be able to continue as a going concern.

  2. Basis of preparation
    1. ‌Statement of compliance

      These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended 31 December 2024.

      The condensed consolidated interim financial statements do not contain all of the information required for full financial statements and should be read in combination with Alumexx's 2024 consolidated financial statements. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS accounting standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

      The condensed consolidated interim financial statements were authorised for issue by the Management Board on September 30, 2025.

    2. ‌Key accounting policies

      The accounting policies and calculation methods used by the Company in these condensed consolidated interim financial statements are the same as the accounting policies and calculation methods applied in the consolidated financial statements for the 2024 financial year, with the exception of new standards and interpretations.

    3. ‌New standards and interpretations

      Several new or changed standards and interpretations took effect on 1 January 2025 and are of limited relevance to the Company. The application of these new standards and interpretations has had no impact on the Group's result or financial position.

    4. ‌Use of judgements and estimates

      Compilation of the interim report requires management to make judgements, estimates and assumptions that affect the application of accounting policies used for financial reporting and the reported value of assets, liabilities, income and costs. The actual results may differ from these estimates. In compiling these consolidated interim financial statements, the important assessments formed by the management used for the application of the accounting policies

      for Alumexx's financial reporting and the most important sources of estimates used are the same as the assessments and sources applied in the compilation of the consolidated financial statements for the 2024 financial year. The most critical estimate relates to the ability to apply the going concern assumption. Further estimates relate primarily to measurement of leases, contingent considerations and provisions.

    5. ‌Correction of errors

      Correction on Purchase Price Allocation

      During 2023, the Group acquired Euroscaffold and ASC Group with an acquisition date of 31 March 2023 (see note 7 of the consolidated financial statements 2024). The initial accounting period within the measurement period of 12 months after the acquisition date ended on 31 March 2024. As the initial accounting was not finalized at the reporting date 31 December 2023, the initial accounting in the consolidated financial statements 2023 was indicated as provisional. The initial accounting was finalized after the 12 months initial accounting period. As a result, changes to the initial accounting as reported in the 2023 consolidated financial statements have to be reported as correction of errors in conformity with IAS 8. This is due to an update of the calculation (error in source data). The errors have been corrected by restating each of the affected financial statement line items for prior periods.

      The fair value of the customer relationships has been reduced by EUR 2.216 (Euroscaffold EUR 1.010 and ASC Group EUR 1.206) with a corresponding increase of goodwill, both within Intangible assets. The deferred tax liability in connection with the customer relations decreased by EUR 572 (Euroscaffold EUR 261 and ASC Group EUR 311) with the corresponding decrease of Goodwill.

      Due to lower fair value, amortisation charges reduced by EUR 239 with a corresponding increase in the carrying value of intangible assets.

      As the amortisation charges trigger a release of deferred tax liability that amounted to EUR 62 with a corresponding effect on profit for the period.

      For the first half year 2024 the amortisation charges have been adjusted for an amount of EUR 160 with a corresponding release of the deferred tax liability of EUR 39.

      Lease classification

      As part of the acquisition of Euroscaffold and ASC Group, the Group acquired several lease contracts. After reviewing the contracts, it was concluded that the classification of some contracts was not in line with IFRS. This resulted in the following adjustments:

      • As per 31 December 2023 for an amount of EUR 489 the underlying assets were classified as Right of Use assets for which was concluded that these should have been classified as Property, Plant and Equipment.

        As per 30 June 2024 the impact amounted to EUR 446

      • As per 31 December 2023 for an amount of EUR 247 the underlying liabilities were classified as non-current lease liabilities for which was concluded that these should have been classified as non-current borrowings.

        As per 30 June 2024 the impact amounted to EUR 198

      • As per 31 December 2023 and 30 June 2024 for an amount of EUR 162 the underlying liabilities were classified as current lease liabilities for which was concluded that these should have been classified as non-current loans and borrowings.

      Current / non-current distinction of secured bank loans

      As disclosed in Note 16 of the consolidated financial statements 2024, the Group has a secured bank loan that is subject to specific covenants. This liability is classified as non-current in 2023 consolidated Financial Statements although the Group was subject to a breach of the related covenants. According to the loan agreement such a breach may require the Group to repay the liabilities earlier than the contractual maturity dates. In 2024 the Group assessed the impact of the amendments on IAS 1 related to the classification of these liabilities and disclosures. Based on this assessment the Group concluded that under the amended IAS 1 the non-current part of the secured bank loan should be classified as current because the Group has not the right to defer settlement for at least twelve months after reporting date.

      When analysing the background of the amendments on IAS 1 the Group concluded that under the previous version of IAS 1 the liability also should have been accounted as current. Therefore, in the comparative figures the current liabilities increased and the non-current decreased with EUR 10.779. There is no impact on total equity.

      The error in classification between non-current and current of the secured bank loan has also an impact on the liquidity risk. The liquidity risk as per 31 December 2023 was higher than presented because the current liabilities increased. As a result, the risk of default based on legal requirements was higher than disclosed as per 31 December 2023. Because the Company obtained a waiver from the bank after 31 December 2023 and before issue of the consolidated financial statements, the risk of default was reduced. The fact that the waiver was obtained was included in the subsequent events paragraph of the consolidated financial statements.

      The situation as per 30 June 2024 was equal to the situation as per 31 December 2023. On 30 June 2024 the covenants were breached as well and a waiver was obtained after reporting date and before issue of the half year report 2024. Therefore, in the comparative figures the current liabilities increased and the non-current decreased with EUR 9.538. There is no impact on total equity.

      Recognition of revenue understated

      In 2023 for an amount of EUR 313 sales orders were concluded for Connecting, Constructie-en Technische Handelsonderneming B.V. These sales orders were largely transported to the customer. It was considered for the 2023 consolidated financial statements that control was not transferred to the customer, hence revenue was not recognised in 2023 but postponed to 2024. However, based on the shipment terms of these sales orders, control was transferred at the moment that the goods were ready for transportation. As a result, revenue should have been recognised in the financial year 2023 instead of 2024.

      The correction of these sales orders resulted in an increase of revenue in 2023 amounting to EUR 313 with a corresponding increase of trade receivables (EUR 278) and other receivables (EUR 35). The inventory and cost of sales have to be adjusted accordingly for an amount of EUR 94. As a result, profit before tax increased by EUR 219 which resulted in an additional tax charge amounting to EUR 56. The net impact of this correction resulted in an increase of net profit for the period by EUR 163.

      In the half year results of 2024, the correction made in 2023 has been reversed for the same amounts.

      Recognition of audit cost

      KPMG has been engaged as auditor for the year 2024. In the first half year of 2024 KPMG did not provide substantial services. Based on the accrual accounting principles cost needs to be recognized when the services have been received. Therefore, an amount of EUR 260 has been corrected with a tax impact of EUR 55.

      The following tables summarise the impacts on the Group's consolidated financial statements.

      ‌Consolidated statement of financial position

      31 December 2023

      As previously reported

      Adjustments

      As restated

      EUR 1.000

      EUR 1.000

      EUR 1.000

      Goodwill

      6.778

      1.644

      8.422

      Intangible assets

      9.235

      -1.977

      7.258

      Property, plant and equipment

      2.467

      -489

      1.978

      Right of Use assets

      5.657

      489

      6.146

      Inventories

      12.836

      -94

      12.742

      Trade and other receivables

      2.884

      313

      3.197

      Total assets

      41.045

      -114

      40.931

      Loans and borrowings (non-current)

      19.917

      -10.779

      9.138

      Borrowings (non-current)

      -

      247

      247

      Lease liabilities (non-current)

      4.783

      -247

      4.536

      Loans and borrowings (current)

      3.010

      10.779

      13.789

      Borrowings (current)

      -

      162

      162

      Lease liabilities (current)

      1.851

      -162

      1.689

      Deferred tax liabilities

      2.382

      -510

      1.872

      Current tax liabilities

      145

      56

      201

      Total liabilities

      37.146

      -454

      36.692

      Retained earnings

      -227

      340

      113

      Total equity

      3.899

      340

      4.239

      30 June 2024

      As previously reported

      Adjustments

      As restated

      EUR 1.000

      EUR 1.000

      EUR 1.000

      Goodwill

      6.778

      1.644

      8.422

      Intangible assets

      8.540

      -1.817

      6.723

      Property, plant and equipment

      2.430

      -446

      1.984

      Right of Use assets

      4.946

      446

      5.392

      Total assets

      38.743

      -173

      38.570

      Loans and borrowings (non-current)

      18.472

      -9.538

      8.934

      Borrowings (non-current)

      -

      198

      198

      Lease liabilities (non-current)

      4.500

      -198

      4.302

      Loans and borrowings (current)

      3.010

      9.538

      12.548

      Borrowings (current)

      -

      162

      162

      Lease liabilities (current)

      1.606

      -162

      1.444

      Trade and other liabilities

      3.890

      -260

      3.630

      Deferred tax liabilities

      2.216

      -470

      1.746

      Current tax liabilities

      315

      55

      370

      Total liabilities

      34.182

      -675

      33.507

      Retained earnings

      662

      162

      824

      Total equity

      4.561

      502

      5.063

      ‌Consolidated statement of profit or loss and OCI

      For the year ended 31 December 2023

      As

      previously reported

      Adjustments

      As restated

      EUR 1.000

      EUR 1.000

      EUR 1.000

      Revenue

      34.364

      313

      34.677

      Cost of materials and outsourced work

      -19.859

      -94

      -19.953

      Amortisation

      -1.094

      239

      -855

      Income tax expense

      -138

      -118

      -256

      Profit for the period

      -124

      340

      216

      Total comprehensive income

      -227

      340

      113

      For the half year ended 30 June 2024

      As

      previously reported

      Adjustments

      As restated

      EUR 1.000

      EUR 1.000

      EUR 1.000

      Revenue

      21.054

      -313

      20.741

      Cost of materials and outsourced work

      -10.250

      94

      -10.156

      Other expenses - Amortisation

      -704

      160

      -544

      Other expenses - G&A cost

      -1.162

      260

      -902

      Income tax expense

      -298

      -39

      -337

      Profit for the period

      668

      162

      830

      Total comprehensive income

      662

      162

      824

      There is no material impact on the Group's basic or diluted earnings per share and no impact on the total operating, investing or financing cash flows for the year ended 31 December 2023 and half year ended 30 June 2024.

  3. Operating segments

    The Group has no reportable segments. The activities of the Group are fully integrated and therefore the activities are not able to divide in reportable segments. All material activities are in the Netherlands. Financial information on nature of revenue streams and geographical distribution of markets is provided in note 22 of the consolidated financial statement of 2024. The Group's Board (CODM) reviews internal management reports on consolidated basis only on a monthly basis.

    The is no dependence on a single customer. The largest customer in the first half of 2025 represented 5% (2024: 5%) of total revenue.

    Based geographical distribution all non-current assets are allocated to the Netherlands.

  4. Acquisition of subsidiary

    On 31 January 2025 the Company established a subsidiary DeSteigerConcurrent B.V. (hereafter: "DSCBV") of which the Company holds 51% of share capital and obtained control. 1 February 2025, DeSteigerConcurrent B.V. acquired all assets and liabilities of Dutch General Partnership DeSteigerConcurrent.nl. (hereinafter "DSC").

    The initial accounting period within the measurement period of 12 months after the acquisition date will end on 31 January 2026. As the initial accounting is not finalized at the reporting date, the Purchase Price Allocation accounting in these condensed consolidated interim financial statements is indicated as provisional.

    The assets and liabilities acquired constitute a business. Included in the identifiable assets and liabilities acquired at the date of acquisition of the acquirees are inputs (an office, warehouse, technology, inventories and websites) and organised workforce. The Group has determined that together the acquired inputs and processes significantly contribute to the ability to create revenue. The Group has concluded that the acquired set of assets and liabilities is a business.

    Taking control of DSC will enable the Group to strengthen its position in online sales. The acquisition is also expected to operate as a hub to generate additional sales in Germany.

    In the five months period ended 30 June 2025, DSCBV contributed revenue of EUR 995 and EBITDA of EUR 30 to the Group's results. If the acquisition had occurred on 1 January 2025, management estimates that consolidated revenue would have been EUR 21.650, and consolidated EBITDA for the year would have been EUR 2.100. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2025.

    ‌Acquisition-related costs

    The Group incurred no material acquisition-related costs.

    ‌Consideration transferred

    There was no consideration transferred for the acquisition of the assets and liabilities assumed. The liabilities assumed overstated the assets acquired at carrying value before step-up to fair value. The Company received no compensation for the deficit.

    ‌Identifiable assets acquired and liabilities assumed

    The following table summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date.

    EUR 1.000

    Property, plant and equipment

    19

    Right of Use assets

    84

    Intangible assets

    309

    Inventories

    50

    Trade receivables and other receivables

    64

    Cash and cash equivalents

    96

    Loans and borrowings

    -232

    Deferred tax liabilities

    -40

    Other liabilities

    -350

    Total identifiable net assets acquired

    -

    ‌Measurement of fair values

    The valuation techniques used for measuring the fair value of material assets acquired were as follows.

    Assets acquired

    Valuation technique

    Property, plant and equipment

    Market comparison technique and cost technique:

    The valuation model considers market prices for similar items when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.

    Intangible assets

    Relief-from-royalty method and multi-period excess earnings method:

    The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the brand being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.

    Inventories

    Market comparison technique:

    The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

    Right of use assets

    Present value method

    At the acquisition date, the right of use asset lease liability is measured at the present value of the future lease payments using the market interest rate.

    The trade receivables comprise gross contractual amounts of which nothing was expected to be uncollectable at the acquisition date.

    ‌Goodwill

    Due to the fair value of the intangible assets no goodwill has been recognised from this acquisition.

  5. Loan covenant waiver

    The financial covenants relate to Senior net debt / EBITDA ratio, Debt Service Coverage ratio, EBITDA Cover test ratio and Revenue Cover test ratio.

    As per 31 March 2025 and 30 June 2025 there was a breach of covenants. For the breaches waivers have been received (see note 2c)

    As the Company obtained the waiver for the second quarter of 2025 after the reporting date, the loan with the Rabobank has presented as current liability because the Company has not the right to defer settlement for at least twelve months after reporting date.

  6. Revenue ‌Disaggregation of revenue from contracts with customers

    In the following table, revenue from contracts with customers is disaggregated by primary geographical market and channels of revenue recognition.

    HY 2025

    HY 2024

    In % of total

    In % of total

    (customers with orders above EUR 5 per half year)

    Primary geographical markets

    Domestic

    60%

    44%

    Germany

    4%

    7%

    Belgium

    7%

    8%

    Other EU

    8%

    10%

    Non EU

    1%

    1%

    Sub total

    80%

    70%

    Customers with orders below EUR 5 per year1

    20%

    30%

    Total

    100%

    100%

    Revenue channels

    Dealers / direct customers

    82%

    89%

    Own online platforms

    16%

    8%

    Third party online platforms

    2%

    3%

    Total

    100%

    100%

    The increase of own platforms is related to the acquisition of DSCBV.

    ‌1Mainly located in the Benelux

  7. Share-based payment arrangement

    During the period under review no options were granted.

    As at 1 October 2025 the Company expects to grant approximately 465.000 options of which

    160.000 to the Management Board. The options granted to the Management Board are subject to achieving of objectives.

  8. Earnings before interest, tax, depreciation and amortisation (EBITDA)

    Management has presented the performance measure EBITDA because it monitors this performance measure at a consolidated level and it believes that this measure is relevant to an understanding of the Group's financial performance. EBITDA represents an indication of the operating cash flow. EBITDA is also a key measure used for covenant reporting.

    EBITDA is calculated by increasing operating profit with depreciation, amortisation, and impairment losses/reversals related to goodwill, intangible assets, property, plant and equipment.

    EBITDA is not a defined performance measure in IFRS. The Group's definition of EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

    ‌Reconciliation of EBITDA to operating profit

    HY 2025

    HY 2024

    restated

    EUR 1.000

    EUR 1.000

    Operating profit

    685

    2.209

    Adjustments for:

    1.179

    1.040

    573

    544

    EBITDA

    2.437

    3.793

    • Depreciation

    • Amortisation

    The comparative information is restated on account of correction of errors. See Note 2e.

  9. Related parties

    The nature and extent of the transactions with related parties are comparable with the transactions disclosed in note 32 in the consolidated financial statements 2024.

    In 2025 a new lease contract was concluded with v.d. Heuvel Alu Onroerend Goed IV B.V. in connection with a battery station at the facilities in Etten-Leur. The lease term is seven years and the monthly lease payment is EUR 2. This battery station has been recognised as Right of Use asset with a corresponding lease liability.

  10. Subsequent events

Adjustments to the loan facility with Rabobank

During the first and second quarter 2025 the Company was not able to meet the covenants due to head wind with respect to sales and higher operating expenses compared to expectations. As a result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025 the Company received a waiver of the Rabobank. In the first and second quarter 2025, the Company did repay the instalment of EUR 625 in accordance with the secured bank loan agreement.

In addition to the waiver obtained for the first quarter, the Company started negotiations with the Rabobank to adjustment the loan agreement. The result of the negotiations was as follows:

  • Waiver for the second quarter of 2025. The Company received after the reporting date of 30 June 2025 a waiver for the second quarter of 2025. Consequently, the relating liabilities have been presented as current as per 30 June 2025.

  • Adjustment of the repayment schedule. The proceeds of the loan with warrants attached has been used by the Company to repay an additional amount of EUR 1.500K before 30 September 2025. In return the Rabobank reduced the quarterly repayment of EUR 625K to EUR 300K for the next 4 quarters and to EUR 400K for the subsequent 6 quarters, resulting in less repayment of EUR 1.150K until the end of 2027. This amount will be payable on 31 March 2028.

  • Covenant reset. Following the additional repayment to Rabobank and the renewed repayment schedule of the Rabobank, the covenants have been reset.

The Senior net debt / EBITDA ratio for the third quarter 2025 will not be tested. From the fourth quarter 2025 onwards new ratios have been agreed being 2.74 for the fourth quarter 2025 till 2.00 from the second quarter 2026.

The Debt Service Coverage ratio for the third and fourth quarter 2025 will not be tested. From the first quarter 2026 onwards new ratios have been agreed being 1.00 for the fourth first quarter 2026 till 1.10 from the third quarter 2026.

Issue of loan with warrants attached

On 25 September 2025 the Company announced that it has issued a loan with warrants attached. The notional amount of the loan with warrants attached amounts to EUR 4.750. The loan bears an interest of 6% and will be repayable in 20 quarterly instalments. The loan with warrants attached is subordinated to the loan facility with the Rabobank. Therefore, the payment of interest and repayment of the loan are subject to certain conditions agreed with the Rabobank.

Besides an interest of 6%, a warrant is issued per EUR 4 (x EUR 1) subscription. In total

1.187.500 warrants are issued. The exercise price is EUR 1,50 (x EUR 1) for a period of 5 years.

‌Statement of the Management Board pursuant to Article 5:25d (2)(c) of the Dutch Financial Supervision Act‌

To the best of our knowledge:

  1. the interim condensed consolidated financial statements give a faithful representation of the assets, liabilities, financial position, and profit/loss of Alumexx N.V. and the companies included in the consolidation in accordance with IAS 34; and

  2. the semi-annual Directors' Report, as included in this half-yearly report, gives a faithful representation of the information required under Article 5:25d, subsections 8 and 9 of the Dutch Financial Supervision Act (Wet op het Financieel Toezicht).

Etten-Leur, the Netherlands, 30 September 2025 Management Board:

J. van den Heuvel

H.L. Hakvoort

‌Colophon‌

Alumexx N.V. Leerlooierstraat 30

4871 EN Etten-Leur Nederland

Website: https://www.alumexx-nv.nl Email: info@alumexx.nl

28



Chamber of commerce: 34110628



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