INTERIM REPORT
Regulated information 1
Brussels, August 21, 2025, 7:30 am CET
TESSENDERLO GROUP INTERIM REPORT FOR THE 6 MONTH PERIOD ENDED JUNE 30, 20252
1The enclosed information constitutes regulated information as defined in the Royal Decree of November 14, 2007, regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
2 Note that Tessenderlo Group published, in addition to this interim report, also a press release on the June 30, 2025 results. This press release can be consulted on our website https://www.tessenderlo.com.
TABLE OF CONTENTSManagement report 3
Key events 3
Group key figures 4
Operating segments performance review 7
Statement on the true and fair view of the condensed consolidated interim
financial statements and the fair overview of the management report 10
Condensed consolidated interim financial statements June 30, 2025 11
Condensed consolidated income statement 11
Condensed consolidated statement of comprehensive income 11
Condensed consolidated statement of financial position 12
Condensed consolidated statement of changes in equity 13
Condensed consolidated statement of cash flows 15
Notes to the condensed consolidated interim financial statements 16
Independent Auditors' report on the review of the condensed consolidated
interim financial statements as per June 30, 2025 40
Financial glossary 41
Alternative performance measures 43
Note
The half year information has been subject to review by external auditors. Reference is made to the independent auditor's review report in chapter 4 of this report.
As the group HY25 Revenue, Adjusted EBITDA and Adjusted EBIT were not significantly impacted by foreign exchange effects, the group did not report these key financial indicators excluding foreign exchange impact.
Figures may not add up due to rounding.
-
KEY EVENTS
FROM THE FIRST HALF OF 2025
Tessenderlo Group announced in May, the signing of a non-binding term sheet with Darling Ingredients Inc. to combine the collagen and gelatin segments of their companies into a new company called Nextida™ requiring no cash or initial investment from either party. This strategic partnership aims to create a top-tier, collagen-based health, wellness and nutrition products company positioned to capitalize on global collagen growth. The transaction could potentially be closed in 2026, and is still subject to customary due diligence, negotiation of definitive transaction documents and regulatory approvals.
Picanol Group officially opened its new headquarters in Ypres (Belgium) on Friday, April 25, in the presence of Belgium's Prime Minister, Bart De Wever. The modern, sustainable work and meeting place provides the necessary space for the further growth of Picanol, Psicontrol, and Proferro (operating segment Machines & Technologies).
In June Tessenderlo Group acquired the activities of Osterwalder AG, a Swiss specialist in electric powder presses. Osterwalder, with over 140 years of experience, serves industries such as hard metals and specialty materials and operates globally with about 80 employees.
In November 2024, Tessenderlo Group announced its intention to restructure the Vilvoorde facility (Belgium) and to cease operations at the Treforest plant (UK) within the PB Leiner Business Unit (operating segment Bio-valorization). During the first half of 2025, a formal agreement was reached with the respective works councils, and the restructuring process is currently being executed.
In HY25 the Group acquired 562,796 treasury shares at an average price of 22.4 EUR per share. On March 25, 2025, the Board of Directors of Tessenderlo Group nv, resolved to cancel a total of 987,561 treasury shares. As per June 30, 929,700 treasury shares remained to be purchased under the current share buy-back program.
AFTER THE BALANCE SHEET DATEOn August 21, Crop Nutrition (operating segment Agro) celebrates the opening of its newest liquid fertilizer production facility in Defiance, Ohio (United States) a major milestone in the company's commitment to advancing sustainable agriculture across North America.
-
GROUP KEY FIGURES
Million EUR
HY25
HY24
% Change as reported
Revenue
1,487.4
1,389.1
7.1%
Adjusted EBITDA3
163.4
150.7
8.4%
Adjusted EBIT4
59.5
51.5
15.5%
Profit for the period
-9.0
61.4 nm
Total comprehensive income
-55.9
73.5 nm
Capital expenditure
73.4
75.4
-2.6%
Cash flow from operating activities
127.9
172.5
-25.8%
Net financial debt (-) / Net cash position (+)5
-21.6
32.6 nm
Notes:
The half year information has been subject to a review by external auditors. Reference is made to the independent auditor's review report in the interim report.
As the group HY25 Revenue, Adjusted EBITDA and Adjusted EBIT were not significantly impacted by foreign exchange effects, the group did not report these key financial indicators excluding foreign exchange impact.
"nm" is shown in the tables when the % change is considered not to be meaningful.
Figures may not add up due to rounding.
REVENUEHY25 revenue increased by +7.1% compared to the revenue in HY24. The HY25 revenue of three operating segments increased compared to HY24: Agro (+13.6%), Machines & Technologies (+19.9%) and T-Power (+6.8%). The revenue of Bio-valorization decreased
(-2.8%), while the revenue of Industrial Solutions remained stable (-0.6%).
ADJUSTED EBITDAThe HY25 Adjusted EBITDA amounts to 163.4 million EUR compared to a HY24 Adjusted EBITDA of 150.7 million EUR. The increase of the Adjusted EBITDA of Agro (+14.1%), Machines & Technologies (+163.3%) and T-Power (+6.4%) was partially offset by a decrease of the Adjusted EBITDA of Bio-valorization (-68.4%) and Industrial Solutions (-22.9%).
ADJUSTED EBITThe HY25 Adjusted EBIT amounts to 59.5 million EUR, compared to 51.5 million EUR in HY24. The increase of Adjusted EBIT in Agro, Machines & Technologies and T-Power was partially offset by the decrease in Adjusted EBIT of Bio-valorization and Industrial Solutions.
3Adjusted EBITDA equals Adjusted EBIT plus depreciation and amortization.
4Adjusted EBIT is considered by the group to be a relevant performance measure in order to compare results over the period 2024-2025, as it excludes adjusting items from the EBIT (Earnings before interest and taxes). EBIT adjusting items principally relate to restructuring, impairment losses, provisions, gains or losses on significant disposals of assets or subsidiaries and the effect of the electricity purchase and sale agreement.
5Net financial debt (-) / Net cash position (+) equals cash and cash equivalents and short- and long-term investments minus non-current and current loans and borrowings and bank overdrafts.
EBIT ADJUSTING ITEMSThe EBIT adjusting items for HY25 show a net cost of -8.3 million EUR (HY24: +4.8 million EUR) and mainly include:
Impairment losses (-7.1 million EUR) related to Crop Nutrition assets in Fresno (United States, operating segment Agro), which will no longer be used following a review of the allocation of production resources as well as changes in market conditions.
The recognition of additional expenses (-3.6 million EUR) related to the restructuring of the European bone gelatin activities, as announced in November 2024 (operating segment Bio-valorization). As per year-end 2024 the estimated costs for this restructuring (including estimated dismissal costs, impairment losses on property, plant and equipment and intangible assets, inventory write-offs as well as dismantlement provisions) amounted to -40.5 million EUR which were recognized within EBIT adjusting items as per December 31, 2024.
The impact of the discounting of environmental provisions (+1.9 million EUR), following adjustments in the discount rate applied to environmental provisions to cover the cost for the remediation of historical soil and ground contamination of the factory sites in Belgium (Ham, Tessenderlo and Vilvoorde) and France (Loos).
NET FINANCIAL DEBT (-) / NET CASH POSITION (+)As per HY25, the net financial debt of the group amounts to -21.6 million EUR compared to a net financial debt of -5.0 million EUR as per year-end 2024 and a net cash position of +32.6 million EUR as per HY24. Significant cashflow impacts during the first six months of 2025 include:
The cash flow from operating activities (+127.9 million EUR).
Capital expenditure (-73.4 million EUR).
The repurchase of own shares in HY25 (cash outflow of -12.6 million EUR).
The dividend paid over the financial year 2024 which led to a HY25 cash outflow of
-45.0 million EUR.
PROFIT (+) / LOSS (-) FOR THE PERIODThe HY25 loss amounts to -9.0 million EUR compared to a profit of +61.4 million EUR in HY24. The HY25 result compared to the HY24 result was mainly impacted by the impact of exchange losses, mainly on non-hedged intercompany loans and cash and cash equivalents in USD, which amounted to -52.3 million EUR in HY25 compared to an exchange gain of +15.5 million EUR in HY24.
CAPITAL EXPENDITUREFor the six-month period ended June 30, 2025 the group's capital expenditure amounts to
73.4 million EUR (HY24: 75.4 million EUR). The major capital expenditure projects relate to:
The finalization of the construction of a new liquid fertilizer plant in Defiance (United States, Agro segment) which is in operation as of the second quarter of 2025.
Investments in the expansion of the current ferric chloride production capacity in Loos (France, Industrial Solutions segment).
Investments in a gasification installation of category 1 meat meals in Saint-Langis (France) by Akiolis Group (Bio-valorization segment).
The finalization of the construction of the new headquarter office for Picanol Group in Ieper (Belgium, Machines & Technologies segment), which was taken in use in the first quarter of 2025.
Several investments in operational excellence in PB Leiner (Bio-valorization segment), in upgrading of plant infrastructure within Tessenderlo Kerley International (Agro segment) and in technology improvements within DYKA Group (Industrial Solutions segment).
The HY25 cashflow from operating activities amounts to 127.9 million EUR, compared to
172.5 million EUR in HY24. The HY25 Adjusted EBITDA increased by +12.6 million EUR compared to the HY24 Adjusted EBITDA. However, this positive effect was mainly offset by:
Higher income taxes paid (-15.3 million EUR in HY25 compared to -5.2 million EUR in HY24).
A lower reduction of working capital needs (+13.1 million EUR in HY25 compared to
+28.0 million EUR in HY24).
The advance payment for a long term electricity agreement in France (operating segment Industrial Solutions) for -8.1 million EUR.
The use of provisions (-10.9 million EUR) related to the restructuring of the European bone gelatin activities, as announced in November 2024 (operating segment Bio-valorization).
The following statements are forward-looking, and actual results may differ materially.
The group anticipates a continued high level of economic and geopolitical uncertainty in the second half of 2025. Based on currently available information, the group reconfirms its March outlook that the 2025 Adjusted EBITDA is expected to end between the 2024 Adjusted EBITDA of 265.6 million EUR and the 2023 Adjusted EBITDA of 318.7 million EUR.
The group wishes to emphasize that it currently operates in a volatile geopolitical, economic and financial environment.
- OPERATING SEGMENTS PERFORMANCE REVIEW
Million EUR | HY25 | HY24 | % Change as reported |
Revenue Group | 1,487.4 | 1,389.1 | 7.1% |
Agro | 521.8 | 459.2 | 13.6% |
Bio-valorization | 312.2 | 321.3 | -2.8% |
Industrial Solutions | 347.0 | 348.9 | -0.6% |
Machines & Technologies | 267.4 | 223.1 | 19.9% |
T-Power | 39.1 | 36.6 | 6.8% |
Adjusted EBITDA Group | 163.4 | 150.7 | 8.4% |
Agro | 67.9 | 59.5 | 14.1% |
Bio-valorization | 4.7 | 14.7 | -68.4% |
Industrial Solutions | 28.0 | 36.3 | -22.9% |
Machines & Technologies | 33.6 | 12.8 | 163.3% |
T-Power | 29.2 | 27.4 | 6.4% |
Adjusted EBIT Group | 59.5 | 51.5 | 15.5% |
Agro | 28.2 | 23.4 | 20.3% |
Bio-valorization | -14.4 | -4.8 | -199.2% |
Industrial Solutions | 8.4 | 17.6 | -52.3% |
Machines & Technologies | 25.8 | 5.5 | 368.5% |
T-Power | 11.6 | 9.8 | 17.9% |
EBIT adjusting items | -8.3 | 4.8 nm | |
EBIT | 51.2 | 56.3 | -9.1% |
AGRO | |||
Million EUR | HY25 | HY24 | % Change as reported |
Revenue | 521.8 | 459.2 | 13.6% |
Adjusted EBITDA | 67.9 | 59.5 | 14.1% |
Adjusted EBITDA margin | 13.0% | 13.0% | |
Adjusted EBIT | 28.2 | 23.4 | 20.3% |
Adjusted EBIT margin | 5.4% | 5.1% | |
The HY25 Agro revenue increased by +13.6%. The Tiger-Sul activities, only acquired in November 2024, positively impacted revenue. Excluding the contribution of Tiger-Sul, revenue increased by +9.6%, thanks to an increase of volumes as well as sales prices.
The Adjusted EBITDA of Agro increased by +14.1% to 67.9 million EUR. Tiger-Sul did not significantly impact the Adjusted EBITDA, as the application of the Tiger-Sul product portfolio is mainly expected in the second half of the year. The Adjusted EBITDA of Crop Nutrition improved thanks to a higher sales volume and more favorable market circumstances, while the HY24 Adjusted EBITDA was also negatively impacted by high valued stock. Volume growth and favorable market circumstances were able to more than offset the negative impact of required exceptional maintenance within Tessenderlo Kerley International. The HY25 Adjusted EBITDA of the Crop Protection activities remained stable compared to HY24.
BIO-VALORIZATION | |||
Million EUR | HY25 | HY24 | % Change as reported |
Revenue | 312.2 | 321.3 | -2.8% |
Adjusted EBITDA | 4.7 | 14.7 | -68.4% |
Adjusted EBITDA margin | 1.5% | 4.6% | |
Adjusted EBIT | -14.4 | -4.8 | -199.2% |
Adjusted EBIT margin | -4.6% | -1.5% | |
HY25 Bio-valorization revenue decreased by -2.8% compared to prior year. The increase of sales volumes could not offset the impact of lower gelatin, collagen and protein selling prices.
The HY25 Adjusted EBITDA decreased compared to prior year by -68.4% to 4.7 million EUR. Higher sales volumes were insufficient to compensate the margin pressure as decreasing selling prices could not be offset by lower raw material costs.
INDUSTRIAL SOLUTIONS | |||
Million EUR | HY25 | HY24 | % Change as reported |
Revenue | 347.0 | 348.9 | -0.6% |
Adjusted EBITDA | 28.0 | 36.3 | -22.9% |
Adjusted EBITDA margin | 8.1% | 10.4% | |
Adjusted EBIT | 8.4 | 17.6 | -52.3% |
Adjusted EBIT margin | 2.4% | 5.0% | |
HY25 Industrial Solutions revenue remained stable at 347.0 million EUR (-0.6%). Despite low demand in construction markets, DYKA Group revenue slightly increased thanks to various sales initiatives. The revenue of Kuhlmann Europe and moleko decreased, as these activities were impacted by lower sales volumes.
The Adjusted EBITDA of Industrial Solutions decreased by -8.3 million EUR to 28.0 million EUR (-22.9%). The Adjusted EBITDA of DYKA Group improved, supported by an increase of sales. The Adjusted EBITDA of Kuhlmann Europe and moleko decreased following lower sales volumes.
MACHINES & TECHNOLOGIES | |||
Million EUR | HY25 | HY24 | % Change as reported |
Revenue | 267.4 | 223.1 | 19.9% |
Adjusted EBITDA | 33.6 | 12.8 | 163.3% |
Adjusted EBITDA margin | 12.6% | 5.7% | |
Adjusted EBIT | 25.8 | 5.5 | 368.5% |
Adjusted EBIT margin | 9.6% | 2.5% | |
The HY25 revenue of Machines & Technologies amounted to 267.4 million EUR compared to
223.1 million EUR in HY24 (+19.9%). The revenue of Picanol (weaving machines) increased
thanks to more favorable market circumstances in HY25 compared to the weak HY24. However geopolitical and economic uncertainty continue to impact customer investment decisions, and will negatively impact results in the second half of 2025 which are expected to be lower compared to the first half of the year. The revenue of Proferro (foundry and mechanical finishing) and Psicontrol (development and production of electronics) further decreased in HY25, as continued challenging market circumstances were negatively impacting sales volumes.
The HY25 Adjusted EBITDA increased from 12.8 million EUR in HY24 to 33.6 million EUR in HY24 (+163.3%). The Adjusted EBITDA of all three activities increased in the first half of 2025 thanks to the higher Picanol sales volumes.
T-POWER | |||
Million EUR | HY25 | HY24 | % Change as reported |
Revenue | 39.1 | 36.6 | 6.8% |
Adjusted EBITDA | 29.2 | 27.4 | 6.4% |
Adjusted EBITDA margin | 74.7% | 74.9% | |
Adjusted EBIT | 11.6 | 9.8 | 17.9% |
Adjusted EBIT margin | 29.7% | 26.9% | |
The revenue of T-Power increased to 39.1 million EUR (+6.8%), while the Adjusted EBITDA increased to 29.2 million EUR (+6.4%) because of contractual impacts. These results were in line with expectations, as T-Power nv fulfilled all tolling agreement (which ends in June 2026) requirements. The group continuous to assess various options for the long-term utilization of the T-Power plant as a safe and reliable partner in the current energy mix.
STATEMENT ON THE TRUE AND FAIR VIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND THE FAIR OVERVIEW OF THE MANAGEMENT REPORTMr. Luc Tack (CEO) and Mr. Miguel de Potter (CFO) certify, on behalf and for the account of the company, that, to their knowledge,
the condensed consolidated interim financial statements which have been prepared in accordance with the International Accounting Standard on Interim Financial Statements (IAS 34) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position, the income statement of the company, statement of comprehensive income and statement of cash flows of the company, and the entities included in the consolidation as a whole,
the management report includes a fair overview of the information required under Article 13, §5 and §6 of the Royal Decree of November 14, 2007, on the obligations of issuers of financial instruments admitted to trading on a regulated market.
-
CONDENSED CONSOLIDATED INCOME STATEMENT
Million EUR
note
HY25
HY24
Revenue
6
1,487.4
1,389.1
Cost of sales
-1,187.9
-1,107.4
Gross profit
299.5
281.7
Distribution expenses
-93.0
-84.2
Sales and marketing expenses
-49.4
-49.2
Administrative expenses
-82.5
-81.6
Other operating income and expenses
-15.1
-15.2
Adjusted EBIT
6
59.5
51.5
EBIT adjusting items
8
-8.3
4.8
EBIT (Profit (+) / loss (-) from operations)
51.2
56.3
Finance costs
-65.6
-12.3
Finance income
10.5
27.9
Finance (costs) / income - net
9
-55.1
15.7
Share of result of equity accounted investees, net of income
tax
1.3
-0.1
Profit (+) / loss (-) before tax
-2.5
72.0
Income tax expense
10
-6.5
-10.5
Profit (+) / loss (-) for the period
-9.0
61.4
Attributable to:
- Equity holders of the company
-9.5
60.4
- Non-controlling interest
16
0.5
1.0
Basic earnings per share
15
-0.16
0.97
Diluted earnings per share
15
-0.16
0.97
-
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Million EUR note
HY25
HY24
Profit (+) / loss (-) for the period
-9.0
61.4
Translation differences
-47.5
6.4
Net change in fair value of derivative financial instruments, before tax
-0.1
-0.3
Other movements
0.0
0.8
Income tax on other comprehensive income
0.0
0.1
Items of other comprehensive income that are or may be
reclassified subsequently to profit or loss
-47.6
7.0
Remeasurements of the net defined benefit liability, before 18
tax
1.0
6.8
Income tax on other comprehensive income
-0.3
-1.8
Items of other comprehensive income that will not be
reclassified subsequently to profit or loss
0.7
5.0
Other comprehensive income for the period, net of income tax
-46.9
12.1
Total comprehensive income
-55.9
73.5
Attributable to:
- Equity holders of the company
-56.2
73.9
- Non-controlling interest
0.3
-0.4
-
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
HY25
HY24
Million EUR note
Assets | |||
Total non-current assets | 1,575.0 | 1,667.3 | |
Property, plant and equipment | 12 | 1,241.8 | 1,233.1 |
Goodwill | 7 | 33.2 | 74.8 |
Intangible assets | 12 | 197.6 | 244.2 |
Investments accounted for using the equity method | 22.5 | 23.5 | |
Other investments and guarantees | 6 | 2.3 | 3.7 |
Deferred tax assets | 59.2 | 59.1 | |
Trade and other receivables | 18.4 | 27.9 | |
Derivative financial instruments | - | 1.1 | |
Total current assets | 1,254.3 | 1,267.5 | |
Inventories | 13 | 492.9 | 560.3 |
Trade and other receivables | 13 | 507.2 | 438.5 |
Current tax assets | 10 | 12.6 | 12.2 |
Short term investments | 17 | 70.0 | 70.0 |
Derivative financial instruments | 5.4 | 4.1 | |
Cash and cash equivalents | 14/17 | 166.2 | 182.4 |
Total assets | 2,829.4 | 2,934.8 | |
Equity and Liabilities | ||
Equity | ||
Equity attributable to equity holders of the company | 1,782.2 | 1,896.0 |
Issued capital | 428.3 | 428.3 |
Share premium | 1,743.6 | 1,743.6 |
Reserves and retained earnings | -389.7 | -275.9 |
Non-controlling interest 16 | 15.6 | 16.4 |
Total equity | 1,797.7 | 1,912.4 |
Liabilities | |||
Total non-current liabilities | 384.4 | 422.7 | |
Loans and borrowings | 17 | 110.5 | 134.1 |
Employee benefits | 18 | 46.0 | 43.2 |
Provisions | 124.3 | 125.8 | |
Trade and other payables | 4.1 | 3.8 | |
Derivative financial instruments | - | 1.7 | |
Deferred tax liabilities | 99.6 | 114.1 | |
Total current liabilities | 647.2 | 599.7 | |
Bank overdrafts | 17 | 0.1 | 0.0 |
Loans and borrowings | 17 | 147.2 | 123.3 |
Trade and other payables | 13 | 465.1 | 433.0 |
Derivative financial instruments | 6.7 | 6.3 | |
Current tax liabilities | 10 | 4.0 | 5.6 |
Employee benefits | 18 | 0.6 | 0.6 |
Provisions | 23.4 | 30.9 | |
Total liabilities | 1,031.6 | 1,022.5 | |
Total equity and liabilities | 2,829.4 | 2,934.8 | |
-
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Million EUR
note
Issued capital
Share premium
Legal reserves Translation reserves Hedging reserves Retained earnings
Equity attributable to
equity holders of the company
Non-controlling interest
Total equity
Balance at January 1, 2025
428.3 1,743.6 33.6 -65.1 0.3 -244.7 1,896.0 16.4 1,912.4
Profit (+) / loss (-) for the period -
-
-
-
-
-9.5
-9.5
0.5
-9.0
Other comprehensive income
- Translation differences -
-
-
-47.4
-
-
-47.4
-0.2
-47.5
- Remeasurements of the net defined benefit -
-
-
-
-
0.7
0.7
-
0.7
- Net change in fair value of derivative financial -
-
-
-
-0.1
-
-0.1
-
-0.1
- Other movements -
-
-
-
-
-
0.0
0.0
0.0
Comprehensive income, net of income taxes 0.0
0.0
0.0
-47.4
-0.1
-8.8
-56.2
0.3
-55.9
Transactions with owners, recorded directly in equity
- Repurchase of own shares 15 -
-
-
-
-
-12.6
-12.6
-
-12.6
- Dividends paid to shareholders 15 -
-
-
-
-
-45.0
-45.0
-
-45.0
- Dividends paid to non-controlling interest -
-
-
-
-
-
0.0
-1.1
-1.1
Total contributions by and distributions to 0.0
0.0
0.0
0.0
0.0
-57.6
-57.6
-1.1
-58.7
- Other movements -
-
0.1
-
-
-0.1
0.0
-
0.0
Balance at June 30, 2025 428.3
1,743.6
33.7
-112.5
0.2
-311.1
1,782.2
15.6
1,797.7
liability, net of tax 18
instruments, net of tax
owners
Million EUR
Issued capital
Share premium
Legal reserves
Translation reserves
Hedging reserves
Retained earnings
Equity attributable to equity holders of the company
Non-controlling interest
Total equity
Balance at January 1, 2024
428.3
1,743.6
21.6
-77.7
1.2
-186.1
1,930.9
17.9
1,948.7
Profit (+) / loss (-) for the period -
-
-
-
-
60.4
60.4
1.0
61.4
Other comprehensive income
- Translation differences -
-
-
7.8
-
-
7.8
-1.4
6.4
- Remeasurements of the net defined benefit -
-
-
-
-
5.0
5.0
-
5.0
- Net change in fair value of derivative financial -
-
-
-
-0.2
-
-0.2
-
-0.2
- Other movements -
-
-
-
-
0.8
0.8
0.0
0.8
Comprehensive income, net of income taxes 0.0
0.0
0.0
7.8
-0.2
66.3
73.9
-0.4
73.5
Transactions with owners, recorded directly in
equity
- Repurchase of own shares -
-
-
-
-
-25.3
-25.3
-
-25.3
- Dividends paid to shareholders -
-
-
-
-
-46.3
-46.3
-
-46.3
Total contributions by and distributions to 0.0
0.0
0.0
0.0
0.0
-71.6
-71.6
0.0
-71.6
- Other movements -
-
12.0
-
-
-12.0
0.0
-
0.0
Balance at June 30, 2024 428.3
1,743.6
33.6
-69.9
1.0
-203.4
1,933.1
17.5
1,950.6
liability, net of tax instruments, net of tax
owners
-
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Million EUR
note
HY25
HY24
OPERATING ACTIVITIES
Profit (+) / loss (-) for the period
-9.0
61.4
Depreciation, amortization and impairment losses on tangible assets and intangible assets
6
110.8
99.2
Changes in provisions
-10.8
-4.9
Finance costs
65.6
12.3
Finance income
-10.5
-27.9
Loss / (profit) on sale of non-current assets
-0.7
-0.3
Share of result of equity accounted investees, net of income tax
-1.3
0.1
Income tax expense
10
6.5
10.5
Other non-cash items
-3.0
-0.4
Changes in inventories
13
51.1
47.3
Changes in trade and other receivables
13
-81.3
-50.4
Changes in trade and other payables
13
43.3
31.1
Change in accounting estimates - inventory write off
6
-4.7
1.7
Net change in emission allowances recognized within intangible assets
-3.9
-0.4
Advance payment on long-term electricity agreement
-8.1
-
Revaluation electricity forward contracts
-0.8
-1.5
Cash generated from operations
143.3
177.7
Income tax paid
10
-15.3
-5.2
Cash flow from operating activities
127.9
172.5
INVESTING ACTIVITIES
Acquisition of property, plant and equipment and intangible assets
6/12
-73.4
-75.4
Acquisition of businesses, net of cash acquired
-0.9
-
Proceeds from the sale of property, plant and equipment
1.8
0.4
Dividends received from other investments
-
0.0
Proceeds from the sale of subsidiaries, net of cash disposed of
-
0.1
Proceeds from the sale of other investments
9
-
7.2
Cash flow from investing activities
-72.5
-67.7
FINANCING ACTIVITIES
Repurchase of own shares
15
-12.6
-25.3
Proceeds from the sale of shares to a non-controlling interest
7
5.1
4.9
Payment of lease liabilities
-10.5
-10.6
Proceeds from new borrowings
17
20.0
-
Reimbursement of borrowings
17
-20.8
-19.7
Interest paid
9
-4.6
-3.7
Interest received
9
3.7
5.0
Other finance costs paid
-0.7
-2.2
Decrease/(increase) of long-term receivables
0.6
2.0
Dividends paid to shareholders
15
-45.0
-54.0
Dividends paid to non-controlling interest
-1.1
-
Cash flow from financing activities
-65.8
-103.5
Net increase / (decrease) in cash and cash equivalents 14/17
-10.4
1.2
Effect of exchange rate differences
-5.9
-0.3
Cash and cash eq. less bank overdrafts at the beginning of the period 14/17
182.4
176.9
Cash and cash eq. less bank overdrafts at the end of the period 14/17
166.1
177.8
-
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Reporting entity
Statement of compliance
Significant accounting policies
Critical accounting estimates and judgments
Risks and uncertainties
Segment reporting
Acquisitions and disposals
EBIT adjusting items
Finance costs and income
Income tax expense
Seasonality of operations
Property, plant and equipment and intangible assets
Working capital
Cash and cash equivalents
Equity and earnings per share
Non-controlling interest
Loans and borrowings
Employee benefits
Contingencies
Related parties
Subsequent events
-
REPORTING ENTITY
Tessenderlo Group nv (hereafter referred to as "the company"), the parent company, is a company domiciled in Belgium. The condensed consolidated interim financial statements for the six-month period ended June 30, 2025 comprise the company and its subsidiaries (together referred to as "the group") and the group's interests in jointly controlled entities.
-
STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements for the six-month period ended June 30, 2025 have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting, as adopted for use by the European Union. It does not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the group as at and for the year end December 31, 2024 which have been prepared in accordance with IFRS.
These condensed consolidated interim financial statements were approved by the Board of Directors on August 20, 2025. These condensed consolidated interim financial statements were reviewed, not audited.
-
MATERIAL ACCOUNTING POLICIES
The accounting policies used by the group in the present condensed consolidated interim financial statements are consistent with those used in the preparation of the consolidated financial statements as at and for the year ended December 31, 2024, and are in accordance with IAS 34 Interim Financial Reporting.
There are no new or amended standards or interpretations that are effective for the first time for the interim report for the six-month period ended June 30, 2025 that had a significant impact on the condensed consolidated interim financial statements.
For the six-month period ended June 30, 2025, the group has not early adopted any standard, interpretation or amendment that has been issued, but is not yet effective. The group is currently assessing the new rules, and at this stage, is not expecting any of these new rules to have a significant impact on the financial statements of the group.
The exchange rates, used in preparing the condensed consolidated interim financial statements, are the following:
1 EUR equals:
Closing rate
Average rate
30/06/2025
31/12/2024
30/06/2024
30/06/2025
30/06/2024
5.4922
Brazilian real
6.4384
6.4253
5.8915
6.2913
Canadian dollar
1.6027
1.4948
1.4670
1.5400
1.4685
Chinese yuan
8.3970
7.5833
7.7748
7.9238
7.8011
Costa Rican colón
592.1200
524.5500
560.8000
549.1407
553.2256
Czech crown
24.7460
25.1850
25.0250
25.0016
25.0149
Indian Rupee
100.5605
88.9335
89.2495
94.0693
89.9862
Indonesian Rupiah
19,021.0300
16,820.8800
17,487.2100
17,962.7528
17,205.1473
Japanese yen
169.1700
163.0600
171.9400
162.1200
164.4613
Mexican Peso
22.0899
21.5504
19.5654
21.8035
18.5089
Philippine Peso
66.1610
60.3010
62.5600
62.3762
61.5281
Polish zloty
4.2423
4.2750
4.3090
4.2313
4.3169
Pound sterling
0.8555
0.8292
0.8464
0.8423
0.8546
Romanian leu
5.0785
4.9743
4.9773
5.0041
4.9743
Swiss franc
0.9347
0.9412
0.9634
0.9414
0.9615
Turkish lira
46.5682
36.7372
35.1868
41.0912
34.2364
US dollar
1.1720
1.0389
1.0705
1.0927
1.0813
-
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of the accounting policies, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of income and expenses during the reporting period. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making the reported amounts of revenue and expenses that may not be readily apparent from other sources. Actual results could differ from those estimates.
The areas of judgements, estimates and assumptions used in preparing the condensed consolidated interim financial statements for June 30, 2025 are the same as those applied and disclosed in the consolidated financial statements on December 31, 2024.
-
RISKS AND UNCERTAINTIES
Under the explicit understanding that this is not an exhaustive list, the main risk factors and uncertainties for the group for the second semester of 2025 are listed below. Additional risks of which the group is not aware may possibly exist. There may also be risks that the group currently believes to be unimportant, but which can still have an adverse effect. The order in which the individual risks are presented is neither indicative of their likelihood to occur, nor of the severity or significance of the individual risks.
Overview of the main risks
While all risks are equally assessed and mitigated, the group pays special attention to the following risks, to ensure alignment with organizational priorities.
Enterprise Risk Managment
Main Radar
Key Risks & Potential Challenges
Segment
Strategic Risks
Business Risk - Market fluctuations, rising costs, and labour shortages may challenge business targets, impacting competitiveness and profitability.
All
Profit Risk - Margin pressure due to a highly competitive market, low-cost overseas production, and shifting consumer
preferences could threaten profitability.
All
Continuity Risk - Long-term market downturns and regulatory uncertainties may disrupt operations, requiring
strategic adjustments to maintain stability.
All
Technological Change Risk - Falling behind on technological advancements could erode the group's competitive edge, affecting efficiency and innovation.
Agro, Bio-valorization, Machines & Technologies
Reputation Risk - Damage to brand image, whether from negative publicity or customer dissatisfaction, environmental concerns, product safety, regulatory compliance, and ethical business practices, that could undermine trust, erode market position, and reduce overall value.
Agro: e.g. Carbon footprint, potential soil degradation, water contamination concerns, fossil-fuel by-product links.
Bio-valorization: e.g. animal welfare, pollution, waste & water contamination, olfactory nuisances.
Industrial Solutions: e.g., lobbying efforts against PVC, growing concerns about plastic waste, and new EU/REACH
legislation targeting PVC applications.
Agro, Bio-valorization, Machines & Technologies
Raw Material Scarcity Risk - Declining availability of key raw materials and trade restrictions could significantly impact operations and supply chains.
Sulfur: A potential sulfur shortage may disrupt industrial processes, hinder green technology advancements, and threaten global food security.
WPL (Waste Pickling Liquor): the closure of the steel industry or a loss of major WPL sources could lead to significant financial impacts and reduce the production of FeCl3.
Meat: The shift toward sustainable food alternatives and declining profitability in the meat industry could impact
supply chains, particularly in the global capsules market.
Agro, Bio-valorization, Industrial Solutions
Growth and Market Risks
Geo-Political Risk - Trade embargoes, political instability, direct and indirect impact of potential tariffs and unexpected unrest within supplier or customer networks could threaten supply chain stability and market access.
Agro, Bio-valorisation, Industrial Solutions. Machines &
Technologies
Sustainability Risk - Regulatory changes phasing out key agricultural (pesticides, fertilizers), industrial (water treatment), and textile-related products could hinder sustainability objectives and product availability.
Agro, Industrial Solutions, Machines &
Technologies
Crop Migration Risk - Water stress is driving agricultural shifts (e.g., West to East in the USA, South to North in Europe), potentially affecting agricultural supply chains, production stability, and customer/product portfolios.
Agro
Operational Risks
Climate Risk - Increasing weather variability, extreme events (fires, floods, storms, and hail), and prolonged droughts pose growing risks to agriculture and related industries. Water stress may drive crop migration, reduce cooling capacity, and disrupt operations, leading to efficiency losses and potential shutdowns. Rising temperatures, invasive pests, and disease outbreaks further threaten raw material availability, while stringent environmental regulations add compliance costs
and reputational risks.
Agro, Bio-valorization, Industrial Solutions,
T-Power
People Risks
Hiring Risk - Persistent shortages of skilled labour (e.g. shift workers, specialized technical roles) are increasing the need for automation, both in physical (robotization) and digital
(process based) workflows.
Industrial Solutions
Financial Risks
Raw Material Price Volatility Risk - Uncertainty in raw material costs of commodity raw materials (sulfur, ammonia, caustic soda, etc.), which experience fluctuations due to customer inventory levels, spot market fluctuations, and
limited supplier availability could impact financial stability.
Industrial Solutions, Machines & Technologies
Credit Risk - The maximum exposure to credit risk amounts to 768.3 million EUR as of June 30, 2025 (year-end 2024: 726.4 million EUR). This amount consists of current and non-current trade and other receivables (525.6 million EUR), cash and cash equivalents (166.2 million EUR), short term investments (70.0 million EUR), derivative financial instruments (5.4 million EUR) and loans granted (1.1 million
EUR, included within "Other investments and guarantees").
All
Liquidity Risk - The group limits this risk, through a series of actions:
200.0 million EUR (no amount outstanding as per June 30, 2025 nor at December 31, 2024).
All
Factoring program, set up at the end of 2009, and which was put on hold since 2015.
Belgian commercial paper program of maximum
Committed bi-lateral agreements with four banks for a total amount of 250.0 million EUR (of which part can be drawn in USD) till July 2027. These committed bilateral agreements have no financial covenants and ensure maximum flexibility for the different activities. As per June 30, 2025, 20.0 million EUR was drawn on
these credit lines (none of these credit lines were
used as per December 31, 2024).
Currency Risk - The currency giving rise to this risk is primarily
USD (US dollar). This exposure is mainly due to intragroup loans and cash and cash equivalents which are not hedged.
All
Interest Risk - The financial debt position is funded by fixed and variable interest rate instruments. The variable interest rate instruments are, for the majority, hedged through
forward rate agreements.
All
Supply Chain Disruption Risks
Logistics Disruptions - Freight delays, labour strikes, and inadequate infrastructure could disrupt the flow of raw materials and finished products, complicating collection times, production planning and sales forecasting.
Agro, Bio-valorization, Industrial Solutions, Machines &
Technologies
Muriate of Potassium (MOP) Supply Risk - Dependence on a limited number of key producers (e.g., Canada, Russia, Belarus, China) increases vulnerability to trade sanctions, restrictions, and geopolitical conflicts (e.g., the Ukraine-Russia war affecting Belarus and Russia). Export bans or
tariffs could further limit access and disrupt supply chains.
Agro
Compliance and
Legal Risks
Energy Supply Risk - Electricity shortages, driven by increasing electrification and supply constraints, may limit operational capacity. High energy prices during shortages could force strategic production reductions to avoid
unprofitable operations.
Bio-valorization
Regulatory & Business Continuity Risk - Uncertainty around evolving regulations could challenge long-term operations. Non-compliance may result in financial penalties, operational
disruptions, and reputational damage.
All
Sustainability Compliance Risk - Stricter environmental laws may impose operational challenges, lead to fines, reputational damage, or force product phase-outs, requiring
adaptation and costly compliance measures.
All
Regulatory Environment:
Agro: Governments worldwide are tightening environmental regulations, focusing on reducing pesticide and fertilizer use, increasing compliance costs, and requiring investment in sustainable alternatives.
Bio-valorization: The push for methanization as a greener process comes with risks of environmental compliance issues, such as odor nuisances, which could lead to regulatory hurdles.
Industrial Solutions: Stricter regulations could lead to market loss for certain products, impact site sustainability, and remove key outlets for by-products from Seveso-classified
sites, disrupting Standard Operating Procedures (SOPs).
Agro, Bio-
valorisation, Industrial Solutions, & T-Power
T-Power: Regulatory changes targeting fossil-fuel power
plants could impact their long-term viability and operations.
ICT Risks
Cybersecurity Risk - Rising automation and deepened reliance on Information and Communication Technology (ICT) increase the risk of cyber threats, data breaches, and ransomware attacks, which could disrupt critical business
operations.
All
-
SEGMENT REPORTING
The group has five operating segments based on the principal business activities, economic environments and value chains in which they operate, as defined under IFRS 8 Operating Segments. The information provided below is consistent with the information that is available and evaluated regularly by the Chief Operating Decision Maker (the Executive Committee).
The following summary describes the operations in each of the group's reportable segments:
"Agro" - includes production, trading and distribution of crop nutrients and crop protection products and includes the following businesses: Crop Nutrition, Tessenderlo Kerley International and Crop Protection. These activities individually meet the definition of a business segment and were aggregated under the operating segment "Agro" in line with the stipulations under IFRS 8.12. This aggregation was possible because these activities sell the same or related products, their production process is similar and these activities have the same or the same type of customers, while the distribution method of the products is also similar. In addition, there is close cooperation between these activities and management makes decisions that simultaneously have an impact on the various activities.
In 2025, Violleau was integrated within the business Tessenderlo Kerley International in order to further accelerate its growth.
"Bio-valorization" - includes collecting and processing of animal by-products; production and distribution of gelatins and collagen peptides and rendering, production and sales of proteins and fats and includes the following businesses: PB Leiner and Akiolis. These activities individually meet the definition of a business segment and were aggregated under the segment "Bio-valorization" in line with the stipulations under IFRS 8.12. This aggregation was possible because these activities sell the same or related products, their production process is similar and these activities have the same or the same type of customers, while the distribution method of the products is also similar. In addition, there is close cooperation between these activities and management makes decisions that simultaneously have an impact on the various activities.
"Industrial Solutions" - includes all possible water applications (water transport, water treatment, leaching, recovery of water from industrial processes). This segment includes the following distinguishable commercial names: DYKA Group (with DYKA, JDP and BT Nyloplast), moleko and Kuhlmann Europe. These components are not considered to be separate operating segments.
"Machines & Technologies" - covers the production, development and sale of high-tech weaving machines and other "original equipment manufacturers" industrial products. This segment includes Picanol (weaving machines), Proferro (foundry and
mechanical finishing), and Psicontrol (electronics development and production) activities. These components are not considered to be separate operating segments.
"T-Power" - includes a gas-fired 425 MW power plant in Tessenderlo (Belgium). A tolling agreement was concluded with RWE group for a period of 15 years (until mid-year 2026) for the full capacity of the plant.
The costs included within Adjusted EBIT, related to the corporate activities, are allocated to the different operating segments they support, based on the gross profit per operating segment.
Transfer prices between operating segments are similar to transactions with third parties.
The measure of segment profit/loss is Adjusted EBIT, which is consistent with information that is monitored by the chief operating decision maker.
The group is a diversified specialty group that is worldwide active in many areas of machinery, agriculture, food, water management, efficient re(use) of natural resources and other industrial markets. The products of the group are used in various applications, industrial and consumption markets. Although a leadership position is occupied by the group in a number of diverse markets, the diversification of the group's revenue makes the group not reliant on major customers.
The majority of the group's revenue consists of the sale of goods. Products are generally sold directly or through distributors to the customers. Revenue is therefore recognized when the goods are delivered to the customers, where the point of recognition is dependent on the contract sales terms, known as the International Commercial terms (Incoterms). The group also recognizes revenue from the sale of services. These mainly relate to the collection of organic materials within Akiolis (operating segment Bio-valorization), and R&D services sold by Psicontrol in the operating segment Machines & Technologies. In this case, the revenue is recognized when the customers obtain control of the services, predominantly at a point in time.
The major line items of the income statement and statement of financial position are shown per operating segment in the table below. The income statement information is for the six-month period ended June 30, while information from the statement of financial position is compared to December 31, 2024 figures.
Million EUR
Agro
Bio-valorization
Industrial Solutions
2025
2024
2025
2024
2025
2024
Revenue (internal and external)
522.2
460.1
314.5
323.1
347.8
349.7
Less: Revenue (internal)
0.4
0.9
2.3
1.9
0.8
0.8
Revenue
521.8
459.2
312.2
321.3
347.0
348.9
Adjusted EBIT
28.2
23.4
-14.4
-4.8
8.4
17.6
Adjusted EBITDA
67.9
59.5
4.7
14.7
28.0
36.3
Return on revenue (Adjusted EBITDA/revenue)
13.0%
13.0%
1.5%
4.6%
8.1%
10.4%
Non-current segment assets excluding fair value adjustments recognized by
Picanol Group
385.9
414.6
298.8
307.3
245.8
238.4
Impact of fair value adjustments recognized by Picanol Group
160.9
200.7
10.6
12.1
38.2
42.3
Current segment assets
358.1
402.6
238.6
268.9
230.7
192.0
Derivative financial instruments
-
-
-
-
-
-
Investments accounted for using the equity method
21.7
22.7
0.8
0.8
-
-
Other investments and guarantees
-
-
-
-
-
-
Deferred tax assets
-
-
-
-
-
-
Short term investments
-
-
-
-
-
-
Cash and cash equivalents
-
-
-
-
-
-
Total assets
926.7
1,040.6
548.7
589.2
514.7
472.6
Segment liabilities
124.6
125.0
170.0
177.6
112.0
93.0
Derivative financial instruments
-
-
-
-
-
-
Loans and borrowings
-
-
-
-
-
-
Bank overdrafts
-
-
-
-
-
-
Deferred tax liabilities
-
-
-
-
-
-
Total equity
-
-
-
-
-
-
Total Equity and Liabilities
124.6
125.0
170.0
177.6
112.0
93.0
Capital expenditures: property, plant and equipment and intangible assets
28.6
21.5
12.3
19.6
19.3
17.2
Depreciation, amortization and impairment losses on property, plant and equipment and intangible assets excluding fair value adjustments recognized by
Picanol Group
-28.6
-17.7
-18.0
-18.6
-15.6
-14.7
Depreciation and amortization on property, plant and equipment and intangible
assets of fair value adjustments recognized by Picanol Group
-18.1
-18.3
-1.0
-1.0
-4.1
-4.1
Reversal/(additional) inventory write-offs
-0.1
0.5
1.8
-0.1
-0.2
-1.1
The notes on pages 11 to 39 are an integral part of the condensed consolidated interim financial statements.
Million EUR
Machines & Technologies
T-Power
Non-allocated
Tessenderlo Group
2025
2024
2025
2024
2025
2024
2025
2024
Revenue (internal and external)
267.4
223.1
39.1
36.6
-
-
1,490.8
1,392.6
Less: Revenue (internal)
-
-
-
-
-
-
3.5
3.6
Revenue
267.4
223.1
39.1
36.6
-
-
1,487.4
1,389.1
Adjusted EBIT
25.8
5.5
11.6
9.8
-
-
59.5
51.5
Adjusted EBITDA
33.6
12.8
29.2
27.4
-
-
163.4
150.7
Return on revenue (Adjusted EBITDA/revenue)
12.6%
5.7%
74.7%
74.9%
-
-
11.0%
10.9%
Non-current segment assets excluding fair value
adjustments recognized by Picanol Group
135.0
122.6
156.4
173.9
20.4
19.6
1,242.2
1,276.4
Impact of fair value adjustments recognized by Picanol Group
-
-
-
-
20.6
20.6
230.3
275.7
Current segment assets
163.8
137.8
2.8
3.6
37.1
34.0
1,031.1
1,038.9
Derivative financial instruments
-
-
-
-
5.4
5.2
5.4
5.2
Investments accounted for using the equity method
-
-
-
-
-
-
22.5
23.5
Other investments and guarantees
-
-
-
-
2.3
3.7
2.3
3.7
Deferred tax assets
-
-
-
-
59.2
59.1
59.2
59.1
Short term investments
-
-
-
-
70.0
70.0
70.0
70.0
Cash and cash equivalents
-
-
-
-
166.2
182.4
166.2
182.4
Total assets
298.8
260.4
159.2
177.5
381.2
394.5
2,829.4
2,934.8
Segment liabilities
119.5
91.4
12.0
14.2
129.3
141.8
667.5
643.0
Derivative financial instruments
-
-
-
-
6.7
8.0
6.7
8.0
Loans and borrowings
-
-
-
-
257.7
257.4
257.7
257.4
Bank overdrafts
-
-
-
-
0.1
0.0
0.1
0.0
Deferred tax liabilities
-
-
-
-
99.6
114.1
99.6
114.1
Total equity
-
-
-
-
1,797.7
1,912.4
1,797.7
1,912.4
Total Equity and Liabilities
119.5
91.4
12.0
14.2
2,291.2
2,433.6
2,829.4
2,934.8
Capital expenditures: property, plant and equipment and intangible assets
13.1
16.6
0.0
-
0.1
0.5
73.4
75.4
Depreciation, amortization and impairment losses on property, plant and equipment and intangible assets excluding fair value
adjustments recognized by Picanol Group
-7.8
-7.3
-17.6
-17.6
-
-
-87.7
-75.9
Depreciation and amortization on property, plant and equipment and intangible assets of fair value adjustments recognized by Picanol
Group
-
-
-
-
-
-
-23.2
-23.4
Reversal/(additional) inventory write-offs
3.3
-1.0
-
-
-
-
4.7
-1.7
The notes on pages 11 to 39 are an integral part of the condensed consolidated interim financial statements.
Following the acquisition of Picanol Group in 2023, the non-current segment assets are impacted by the remaining amount of acquisition accounting adjustments (230.3 million EUR as per HY25), which were recognized by Picanol Group on the date of initial consolidation of Tessenderlo Group (January 1, 2019). These fair value adjustments were recognized on property, plant and equipment, intangible assets and goodwill. The decrease compared to the year-end 2024 figures (275.7 million EUR) can be explained by the half yearly amortization and depreciation charges (-23.2 million EUR as per HY25) and the translation differences due to the weakening of the USD (-22.2 million EUR).
The decrease of the non-current segment assets within the operating segment Agro is mainly a consequence of the impairment loss recognized on property, plant and equipment within Crop Nutrition (note 8 - EBIT Adjusting items) and negative translation differences (following the weakening of the US dollar).
The decrease of the non-current segment assets within the operating segment T-Power is mainly due to the amortization and depreciation of the fair value adjustments within T-Power nv, fully acquired in 2018. The remaining net book value of the customer list recognized amounts to 21.1 million EUR per June 30, 2025, and the half yearly amortization charge amounts to -10.6 million EUR.
The increase of the non-current segment assets and the segment liabilities within the operating segment Machines & Technologies is caused by the acquisition of the Osterwalder activities (note 4 - Acquisitions and disposals). The increase of the current segment assets within the operating segment Machines & Technologies can be explained by higher working capital needs as a result of higher activity.
Non-allocated segment liabilities mainly include environmental provisions recognized for the plants in Belgium (Ham, Tessenderlo, Vilvoorde) and France (Loos).
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Non-current segment assets (property, plant and equipment, goodwill, intangible assets) are based on the geographical location of the assets.
Million EUR
Revenue by market
Non-current segment assets
30/06/2025
30/06/2024
30/06/2025
31/12/2024
Europe
767.2
744.3
974.2
974.8
North America
434.4
390.8
432.4
506.9
South America
59.4
58.5
51.5
56.6
Asia
187.9
146.7
14.5
13.8
Rest of the world
38.5
48.8
-
-
Tessenderlo Group
1,487.4
1,389.1
1,472.6
1,552.1
-
ACQUISITIONS AND DISPOSALS
Acquisition: Osterwalder Technology, a Swiss manufacturer of electric powder presses
In June 2025, the group announced to have reached an agreement to acquire the activities of Osterwalder, a Swiss manufacturer of electric powder presses. Osterwalder has a production facility in Lyss (Switzerland) and sales and service organizations in the United States, China, and Japan. Furthermore, it employs approximately 80 people globally and will continue to operate under its own brand name. This activity will be integrated within the operating segment "Machines & Technologies".
The group obtained 100% control over the entities Osterwalder Technology AG (Switzerland), Osterwalder Inc. (United States), Osterwalder (Shanghai) Technology Co. Ltd. (China) and Osterwalder Japan K.K (Japan). The net purchase consideration paid in cash as well as the transaction-related costs were not significant.
In accordance with IFRS 3 Business combinations, the acquired assets and liabilities assumed at acquisition date are to be measured at fair value. As per June 30, 2025, the group did not yet obtain all necessary information in order to determine the fair value and therefore the acquisition accounting was not yet completed. However the difference between the total acquisition cost and the net carrying amount of the acquired assets and liabilities is not expected to be significant. Acquisition accounting is expected to be finalized during the second half of 2025.
This acquisition will have no material impact on the financial statements of the group.
Acquisition: Tiger-Sul, a North American provider of sulfur-based fertilizer products
In November 2024, the group announced that its subsidiary, Tessenderlo Kerley, Inc. (operating segment Agro), acquired Tiger-Sul, a North American provider of sulfur-based fertilizer products. Tiger-Sul has production facilities in California (USA), Alabama (USA) and Alberta (Canada). The acquisition enhances Tessenderlo Kerley's specialty fertilizer portfolio, aiming to deliver improved crop yields, greater control for farmers, and healthier soils for all. Tiger-Sul will maintain its operations under its existing brand names. The Tiger-Sul activity is integrated in the segment Crop Nutrition of the operating segment "Agro".
As per December 2024, the difference between the total acquisition cost (60.8 million EUR) and the net carrying amount of the acquired assets and liabilities at acquisition date was recognized as goodwill (41.0 million EUR), while the group was still obtaining all necessary information regarding the measurement at fair value in accordance with IFRS 3 Business combinations. As per June 30, 2025, the acquisition accounting was completed and the difference between the total acquisition cost and the net carrying amount of the acquired assets and liabilities at acquisition date was mainly recognized as property, plant and equipment, while the remaining goodwill amounted to 2.5 million EUR.
The Tiger-Sul contribution to the group's HY25 revenue amounts to 18.5 million EUR, while the contribution to the group's result is not significant.
Disposal: 40% minority share of PB Brasil Industria e Comercio de Gelatinas Ltda
In January 2023, the group sold 40% of the shares of PB Brasil Industria e Comercio de Gelatinas Ltda. An amount of 10.6 million USD (9.8 million EUR) was received in cash upon completion of the transaction, while approximately 16 million USD was to be paid over the period 2024-2026. In January 2024, the group received the first installment of 5.3 million USD (4.9 million EUR) and in January 2025, the second installment of 5.3 million USD (5.1 million EUR). In addition, the group is entitled to a contingent consideration (up to 6.0 million USD) depending on the future performance of the subsidiary, which is valued net of withholding taxes at 5.1 million USD (December 2024: 5.1 million USD).
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EBIT ADJUSTING ITEMS
The first half year 2025 EBIT adjusting items show a net cost of -8.3 million EUR (HY24: +4.8 million EUR) and mainly include:
Impairment losses (-7.1 million EUR) related to Crop Nutrition assets in Fresno (United States, operating segment Agro), which will no longer be used following a review of the allocation of production resources as well as changes in market conditions.
The recognition of additional expenses (-3.6 million EUR) related to the restructuring of the European bone gelatin activities, as announced in November 2024 (operating segment Bio-valorization). As per year-end 2024 the estimated costs for this restructuring (including estimated dismissal costs, impairment losses on property, plant and equipment and intangible assets, inventory write-offs as well as dismantlement provisions) amounted to -40.5 million EUR which were recognized within EBIT adjusting items as per December 31, 2024.
The impact of the discounting of environmental provisions (+1.9 million EUR), following adjustments in the discount rate applied to environmental provisions to cover the cost for the remediation of historical soil and ground contamination of the factory sites in Belgium (Ham, Tessenderlo and Vilvoorde) and France (Loos).
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FINANCE COSTS AND INCOME
The net finance result amounts to -55.1 million EUR as per June 30, 2025 (+15.7 million EUR as per June 30, 2024), and mainly includes:
Borrowing costs of -4.6 million EUR (HY24: -3.4 million EUR) mainly including the accrued interest charges on the bond issued in 2015 with a maturity of 10 years, the interest expenses on the term loan facility of T-Power nv and the interest expenses on lease liabilities (in accordance with IFRS 16 Leases).
Interest income of +3.6 million EUR (HY24: +5.0 million EUR) mainly related to the interest on the long-term deposits, as well as on cash and cash equivalents.
Net foreign exchange losses of -52.3 million EUR (HY24: net foreign exchange gains of
+15.5 million EUR), mainly explained by unrealized foreign exchange losses on intercompany loans and cash and cash equivalents (mainly in USD), which are not hedged.
In the first half of 2024, the group also sold the remaining Rieter Holding AG shares which resulted in the recognition of a gain of +2.0 million EUR and a proceed of +7.2 million EUR.
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INCOME TAX EXPENSE
Income tax expense amounts to -6.5 million EUR in HY25 (-10.5 million EUR in HY24) and mainly relates to the activities in the United States and Belgium.
The income taxes paid in HY25 amount to -15.3 million EUR (HY24: -5.2 million EUR), while the current tax asset, mainly in Belgium, slightly increased from 12.2 million EUR as per December 31, 2024 to 12.6 million EUR as per June 30, 2025. The current tax liabilities amount to 4.0 million EUR as per June 30, 2025 compared to 5.6 million EUR per December 31, 2024.
Deferred tax assets on fiscal losses carried forward are recognized for 45.9 million EUR as per June 30, 2025 (December 2024: 42.0 million EUR). These are mainly recognized on:
the Belgian parent company, Tessenderlo Group nv, for an amount to 18.8 million EUR (December 2024: 16.7 million EUR). As per June 2025, the estimated total tax losses and tax credits carried forward in Tessenderlo Group nv are estimated at 148.7 million EUR (December 2024: 122.9 million EUR). As per June 2025, 73.6 million EUR of these tax losses and credits were unrecognized. Although the fiscal result of Tessenderlo Group nv was negative in the first half of 2025, mainly driven by exchange losses on intercompany loans which are not hedged, the probability assessment whether future taxable profits will be available remained positive.
the subsidiaries in the United Kingdom, for an amount to 6.7 million EUR (December 2024: 6.9 million EUR). As per June 2025, 62.1 million EUR of these tax losses and tax credits were unrecognized.
the Brazilian subsidiaries for an amount to 4.9 million EUR (December 2024: 4.8 million EUR). The estimated tax losses and credits carried forward are fully recognized.
several other individually insignificant subsidiaries for an amount of 15.6 million EUR (December 2024: 13.6 million EUR).
As per June 2025, the theoretical aggregated tax rate amounted to 18.3%, while the effective tax rate is negative. The theoretical aggregated tax rate is impacted by the relative weight of the result of each subsidiary, with different individual theoretical tax rates, in the total group result. The effective tax rate is mainly impacted by the additional tax losses carried forward in Belgium and the United Kingdom for which no deferred taxes assets are recognized.
As from January 1, 2024, the group and its subsidiaries are in scope of the global minimum top-up tax following the adoption by Belgium, the jurisdiction in which the parent company is incorporated. The income tax expense as per HY25 was not impacted by the Global Minimum Tax (Pillar Two) legislation.
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SEASONALITY OF OPERATIONS
Tessenderlo Group demonstrates a limited seasonality pattern at group level for revenue (HY24: 52%) and operating profitability level as expressed by Adjusted EBITDA (HY24: 57%). The degree of seasonality at group level is primarily determined by selling to customers in several end markets, including food, pet food, construction, agriculture and water treatment. Two important end markets which demonstrate seasonal characteristics are construction and agriculture. The group sells into the construction markets through its operating segment
Industrial Solutions in several countries in the northern hemisphere, which are typically impacted by winter weather conditions in the first and fourth quarter. Agriculture related sales made in the operating segment Agro are influenced by the planting seasons, especially the spring planting season. Most of the sales of Crop Nutrition - being part of the Agro operating segment - are in the United States, and this normally leads to higher sales and operating profitability in the first half of the year.
- PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
For the six-month period ended June 30, 2025 the group's capital expenditure amounts to
73.4 million EUR (HY24: 75.4 million EUR). The major capital expenditure projects relate to:
The finalization of the construction of a new liquid fertilizer plant in Defiance (United States, Agro segment) which is in operation as of the second quarter of 2025.
Investments in the expansion of the current ferric chloride production capacity in Loos (France, Industrial Solutions segment).
Investments in a gasification installation of category 1 meat meals in Saint-Langis (France) by Akiolis Group (Bio-valorization segment).
The finalization of the construction of the new headquarter office for Picanol Group in Ieper (Belgium, Machines & Technologies segment), which was taken in use in the first quarter of 2025.
Several investments in operational excellence in PB Leiner (Bio-valorization segment), in upgrading of plant infrastructure within Tessenderlo Kerley International (Agro segment) and in technology improvements within DYKA Group (Industrial Solutions segment).
The capital expenditure - property, plant and equipment and intangible assets - per operating segment is disclosed in note 6 - Segment reporting.
Capital expenditure contracted for at the end of the reporting period, but not yet incurred, amounts to 31.3 million EUR, which is expected to be mainly delivered in the period 2025-2026. These commitments mainly include further investments related to the major ongoing projects mentioned above.

