INTERIM REPORT AT MARCH 31, 2025



CONTENTS

  1. Group operations 4

  2. Group operating performance 5

    Revenues 5

    Operating and net results 6

  3. Performance by Business Unit 7

    Sustainable Technology Solutions (STS) 7

    Integrated E&C Solutions (IE&CS) 7

  4. Backlog and order intake 9

  5. Group balance sheet and financial position 11

  6. Human resources 16

  7. Subsequent events 17

  8. Outlook 18

    Guidance 2025 18

  9. Statement of the Executive Officer for Financial Reporting in accordance with Article 154-bis, paragraph 2 of the CFA 19

  10. Consolidated Financial Statements 20

Consolidated Income Statement 20

Consolidated Balance Sheet 21

Consolidated statement of changes in Shareholders' Equity 23

Consolidated Cash Flow Statement (indirect method) 24

WHO WE ARE

We are an engineering Group that develops and introduces

innovative technologies and projects to support the energy transition.

We offer sustainable technology solutions and integrated engineering and construction services in 50 countries, supported by about 50,000 people involved in our projects globally.

  1. ‌GROUP OPERATIONS

    MAIRE S.p.A. (the "Company") heads an integrated Group providing domestically and internationally technology solutions and engineering and project management services for the construction of energy plants in the onshore downstream segment.

    The Group is organized into two business units that operate independently or offer integrated services to clients:

    • Sustainable Technology Solutions ("STS"), which is headed by NEXTCHEM, in which the Group's technology solutions and expertise are concentrated, as well as high value-added services primarily supporting the energy transition. STS operates in three lines of business: Sustainable Fertilizers, dedicated to nitrogen fertilizers such as urea and ammonia; Low-Carbon Energy Vectors, dedicated to fuels and chemicals such as hydrogen, methanol, Sustainable Aviation Fuel (SAF) and biofuels; and Sustainable Materials and Circular Solutions, dedicated to circular economy solutions such as the mechanical and chemical recycling of plastics. Given the technological nature of the offering, which includes the sale of proprietary licenses and equipment and associated engineer ing services, the business unit presents low volumes and high margins.
    • Integrated E&C Solutions ("IE&CS"), which is headed by TECNIMONT and KT Kinetics Technology and has executive responsibility for the development and management of long-term energy plant projects, with a strong track record in petrochemicals, gas processing and monetization and fertilizers. The IE&CS business unit offers Engineering, Procurement and Construction (EPC) and, to a lesser extent, Operations and Maintenance (O&M) services. Due to the nature of its activities, this business unit generates high volumes.
  2. ‌GROUP OPERATING PERFORMANCE

    The MAIRE Group Q1 2025 key financial highlights (compared to the same period of the previous year) are reported below:

    Reclassified consolidated income statement

    Q1

    Change

    (Euro thousands)

    2025

    % revenue

    2024

    % revenue

    Euro thousands

    %

    Revenues

    1,706,239

    1,263,613

    442,626

    35.0%

    Business Profit1

    142,395

    8.3%

    106,551

    8.4%

    35,844

    33.6%

    EBITDA2

    113,457

    6.6%

    82,095

    6.5%

    31,363

    38.2%

    Amortization, depreciation and write-downs

    (15,474)

    (0.9%)

    (15,252)

    (1.2%)

    (221)

    1.5%

    EBIT

    97,984

    5.7%

    66,842

    5.3%

    31,142

    46.6%

    Net financial expense

    (4,567)

    (0.3%)

    251

    0.0%

    (4,818)

    n.m.

    Income before tax

    93,417

    5.5%

    67,092

    5.3%

    26,324

    39.2%

    Income taxes

    (29,428)

    (1.7%)

    (20,474)

    (1.6%)

    (8,954)

    (43.7%)

    Net income for the period

    63,989

    3.8%

    46,620

    3.7%

    17,369

    37.3%

    Group net income

    61,539

    3.6%

    43,782

    3.5%

    17,757

    40.6%

    ‌Revenues

    MAIRE Group revenues for the first three months of 2025 totaled Euro 1,706.2 million, up 35.0% on Q1 2024, thanks to the consistent progression of the projects under execution, including the advancement of the Hail and Ghasha project and of the other main projects in the Middle East, together with the initial phases of the projects in Algeria acquired in the previous year.

    The table below presents the breakdown of revenues by region for Q1 2025, compared with the same period of the previous year:

    Revenues by region

    Q1

    Change

    (Euro thousands)

    2025

    % revenue

    2024

    % revenue

    Euro thousands

    %

    Europe

    200,385

    11.7%

    210,403

    16.7%

    (10,018)

    (4.8%)

    Middle East

    1,146,443

    67.2%

    805,474

    63.7%

    340,970

    42.3%

    The Americas

    41,591

    2.4%

    48,113

    3.8%

    (6,523)

    (13.6%)

    Africa

    274,069

    16.1%

    100,911

    8.0%

    173,158

    171.6%

    Asia

    43,751

    2.6%

    98,712

    7.8%

    (54,962)

    (55.7%)

    Total Group revenues

    1,706,239

    1,263,613

    442,626

    35.0%

    The percentage of revenues by region reflects the development of the current backlog. In particular, a significant increase was seen in the Middle East as a result of the development of the Hail and Ghasha, Ras Laffan and Borouge 4 projects. Africa doubled volumes in the period thanks to the contribution of the Port Harcourt project in Nigeria and the initial phases of the projects in Algeria.

    ‌1Business Profit is the industrial margin before the allocation of general and administrative costs and research and development expenses; its percentage of revenues is the Business Margin.

    ‌2EBITDA is net income for the year before taxes (current and deferred), net financial expenses, gains and losses on the valuation of holdings, amortization and depreciation and provisions. EBITDA is a measure utilized by management to monitor and assess the operating performance. Management consider EBITDA a key parameter in measuring the Group's performance as not impacted by the effects of differing criteria applied to taxable income, the amount and characteristics of the capital utilized and by amortization and depreciation. As EBITDA is not governed by the Group's accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

    ‌Operating and net results

    The Q1 2025 Business Profit was Euro 142.4 million, up 33.6% on Euro 106.6 million for the same period of the previous year, as a result of the greater volumes. The consolidated Business Margin was 8.3%, substantially in line with the final quarters of the previous year.

    General and administrative costs amounted to Euro 26.5 million (Euro 21.8 million in Q1 2024), increasing following the planned strengthening of the structure to support the overall expansion of Group operations. They accounted for 1.6% of revenues, reducing on 1.7% in Q1 2024.

    Thanks also to efficient overhead cost management, net of R&D costs of approx. Euro 2.5 million (Euro 2.6 million in Q1 2024), EBITDA was Euro 113.5 million, up 38.2% on Q1 2024 (Euro 82.1 million), driven by higher volumes and an altered production mix. The margin was 6.6%, increasing 10 basis points on Q1 2024 (6.5%), due also to the contribution of higher value-added services.

    Amortization, depreciation, write-downs and provisions totaled Euro 15.5 million (for Euro 7.7 million concerning the depreciation of the right-of-use - leasing recognized as per IFRS 16), substantially in line with Q1 2024 (Euro 15.3 million).

    As outlined above, Q1 2025 EBIT was Euro 98.0 million, up 46.6% on Q1 2024 (Euro 66.8 million) and with a margin of 5.7%, up 40 basis points on Q1 2024 (5.3%).

    Net financial expenses of Euro 4.6 million are reported, compared to net income of Euro 0.3 million in Q1 2024, which had benefitted from an increase in the mark-to-market of the derivative instruments.

    Income before tax was Euro 93.4 million, against which income taxes of Euro 29.4 million were estimated, an increase of approx. Euro 8.9 million, as a result of the strong operating performance. The effective tax rate was approx. 31.5% (30.5% in Q1 2024), in line with the preceding quarters, taking account of the various regions in which the Group operates.

    The Q1 2025 consolidated net income was Euro 64.0 million, up 37.3% on Euro 46.6 million in Q1 2024, as a result of that outlined above and with a margin of 3.8%, increasing 10 basis points on Q1 2024 (3.7%).

    Group net income was Euro 61.5 million, increasing 40.6% on Q1 2024 (Euro 43.8 million).

  3. ‌PERFORMANCE BY BUSINESS UNIT

    The figures for the business units are in line with the internal reporting structure utilized by Company management and in particular with the reporting used by the highest decision-making level for the taking of business decisions, identified as the chief executive officer.

    The Group assesses the performance of the operating segments based on the Segment operating result. Segment revenues are those directly deriving from or attributable to the Segment and from core operations generated by agreements with third parties. Segment costs are charges from segment operations incurred from third parties. For Group operations, amortization, depreciation, provisions for risks, financial income and expense and income taxes are borne by the corporate entity as excluded from operating activities.

    The MAIRE Group Q1 2025 key financial highlights by business unit (compared to the same period of the previous year) are reported below:

    ‌Sustainable Technology Solutions (STS)

    Q1

    Change

    (Euro thousands)

    2025

    % revenue

    2024

    % revenue

    Euro thousands

    %

    Revenues

    96,142

    76,758

    19,384

    25.3%

    Business Profit

    29,184

    30.4%

    24,319

    31.7%

    4,865

    20.0%

    EBITDA

    22,931

    23.9%

    19,510

    25.4%

    3,420

    17.5%

    Q1 2025 revenues totaled Euro 96.1 million, up 25.3% on the same period of the previous year (Euro 76.8 million in Q1 2024), thanks to the contribution of technological solutions and services, mainly for the production of nitrogen fertilizers, carbon capture and circular and low-carbon fuels.

    The Business Profit was Euro 29.2 million, up 20.0% on the same period of the previous year (Euro 24.3 million in Q1 2024), as a result of the higher volumes. The margin was 30.4%.

    Taking account of general and administrative and R&D costs, EBITDA was Euro 22.9 million, increasing 17.5% on the same period of the previous year (Euro 19.5 million in Q1 2024), with a margin of 23.9%, thanks to the increased volumes and reflecting a differing product mix.

    ‌Integrated E&C Solutions (IE&CS)

    Q1

    Change

    (Euro thousands)

    2025

    % revenue

    2024

    % revenue

    Euro thousands

    %

    Revenues

    1,610,097

    1,186,855

    423,242

    35.7%

    Business Profit

    113,211

    7.0%

    82,233

    6.9%

    30,979

    37.7%

    EBITDA

    90,527

    5.6%

    62,584

    5.3%

    27,942

    44.6%

    Revenues in Q1 2025 totaled Euro 1,610.1 million, up 35.7% on the same period of the previous year (Euro 1,186.9 million in Q1 2024), due to the steady progression of projects under execution, including the advancement of the Hail and Ghasha gas treatment and sulfur recovery project in Abu Dhabi and the other major projects in the Middle East, and the increasing contribution of the Algerian projects acquired in the previous year.

    The Business Profit was Euro 113.2 million, up 37.7% on the same period of the previous year (Euro 82.2 million in Q1 2024), essentially due to the increased volumes as outlined above. The margin was 7.0%.

    Taking account also of general and administrative and R&D costs, EBITDA amounted to Euro 90.5 million, increasing 44.6% on the same period of the previous year (Euro 62.6 million in Q1 2024), essentially due to the greater volumes and the benefit also of higher operating leverage. The margin was 5.6%, increasing on the first quarter and full-year 2024.

  4. ‌BACKLOG AND ORDER INTAKE

    The following tables outline the Group's backlog by business unit at March 31, 2025, net of third party shares, and compared with December 31, 2024:

    Backlog movements

    Sustainable Technology Solutions (STS)

    Integrated E&C Solutions (IE&CS)

    Total of Group

    (Euro thousands)

    Backlog at January 1, 2025

    331,793

    13,491,590

    13,823,384

    Order intake and adjustments3

    123,697

    3,135,759

    3,259,456

    Revenues

    (96,142)

    (1,610,097)

    (1,706,239)

    Backlog at March 31, 2025

    359,348

    15,017,253

    15,376,601

    Backlog by business unit

    Backlog

    at March 31, 2025

    Backlog

    at December 31, 2024

    Change

    (Euro thousands)

    Sustainable Technology Solutions (STS)

    359,348

    331,793

    27,555

    Integrated E&C Solutions (IE&CS)

    15,017,253

    13,491,590

    1,525,663

    Total Group

    15,376,601

    13,823,384

    1,553,218

    The following tables outline the Group's backlog by region at March 31, 2025, net of third party shares, and compared with December 31, 2024:

    Backlog movements

    (Euro thousands)

    Europe

    Middle East

    The Americas

    Africa

    Asia

    Total

    Backlog at January 1, 2025

    964,179

    9,476,848

    142,480

    3,026,309

    213,568

    13,823,384

    Order intake and adjustments3

    49,228

    (279,641)

    35,425

    596,044

    2,858,401

    3,259,456

    Revenues

    (200,385)

    (1,146,443)

    (41,591)

    (274,069)

    (43,751)

    (1,706,239)

    Backlog at March 31, 2025

    813,021

    8,050,764

    136,314

    3,348,284

    3,028,218

    15,376,601

    Backlog by region

    (Euro thousands)

    Backlog

    at March 31, 2025

    Backlog

    at December 31, 2024

    Change

    Europe

    813,021

    964,179

    (151,158)

    Middle East

    8,050,764

    9,476,848

    (1,426,084)

    The Americas

    136,314

    142,480

    (6,166)

    Africa

    3,348,284

    3,026,309

    321,975

    Asia

    3,028,218

    213,568

    2,814,650

    Total Group

    15,376,601

    13,823,384

    1,553,218

    The backlog at March 31, 2025 amounted to Euro 15,376.6 million, increasing by approx. Euro 1,553.2 million compared to December 31, 2024 (Euro 13,823.4 million) and again is among the highest ever by the Group.

    The Order intake, including adjustments, in the first three months of 2025 totaled Euro 3,259.5 million, with gross order intake in Q1 2025 of Euro 3.5 billion.

    Specifically, during the first quarter of 2025, the Sustainable Technology Solutions business unit led by NEXTCHEM won new orders for high value-added engineering, various pre-feasibility studies, and proprietary license supplies totaling Euro 123.7 million, including Euro 112.9 million in new orders, including:

    • a license agreement for a hydrogen production unit at the Pengerang biorefinery in Malaysia, based on the proprietary NX Reform™ technology;

    • a Process Design Package based on the proprietary NX Stami Urea™ technology for the streamlining of a urea plant in China;

      ‌3The Q1 2025 adjustments mainly reflect mainly those related to the exchange rate effects on the portfolio, adjustments for revenues not included from the initial backlog (production and sales activities of MyReplast Industries S.r.l.) and other minor adjustments.

    • a license agreement from Transition Industries for a low-carbon methanol plant in Mexico based on its proprietary NX AdWinMethanol® Zero technology;

    • a contract for high-value engineering services for a waste-to-chemical project in Southern Europe;

    • a contract to supply proprietary equipment for a project to produce low-carbon fuels in Sub-Saharan Africa;

    • a three-year contract awarded by SATORP to provide technology and engineering services related to the sulfur recovery complex at the Jubail refinery in Saudi Arabia.

      The Integrated E&C Solutions business unit, through TECNIMONT and KT Kinetics Technology, reports new order acquisitions, including adjustments, of Euro 3,135.8 million. Gross new order acquisitions totaled Euro 3.4 billion. The major projects assigned in the first quarter include:

    • an EPCC contract for a hydrogen production unit at the Pengerang biorefinery in Malaysia;

    • two EPC contracts awarded by major customers internationally for petrochemical projects and the streamlining of existing plants in Central Asia and Sub-Saharan Africa.

      HAIL AND GHASHA PROJECT UPDATE

      The Hail and Ghasha gas processing and sulfur recovery project, awarded to Tecnimont in October 2023 for USD 8.7 billion and scheduled for completion in 2028, is proceeding on schedule. By the end of March 2025, the project team has achieved nearly ten million man hours without any accidents, and the overall progress is about 25%. Engineering activities are proceeding on schedule, with some activities ahead of schedule. Procurement activities are progressing well, as are manufacturing activities. Construction activity is progressing and all subcontracts have been awarded, mainly to local companies, in line with the Group's In-Country Value goals.

  5. ‌GROUP BALANCE SHEET AND FINANCIAL POSITION

    The MAIRE Group key financial highlights at March 31, 2025 (compared to December 31, 2024) are reported below:

    Condensed consolidated balance sheet

    March 31, 2025

    December 31, 2024

    Change

    (Euro thousands)

    Non-current assets

    942,427

    931,053

    11,373

    Inventories/Advances to Suppliers

    777,494

    704,431

    73,063

    Contractual Assets

    2,564,460

    2,560,082

    4,378

    Trade receivables

    1,626,390

    1,508,009

    118,381

    Cash and cash equivalents

    1,221,348

    1,153,779

    67,570

    Other current assets

    533,489

    551,929

    (18,440)

    Current assets

    6,723,181

    6,478,229

    244,952

    Assets held-for-sale, net of eliminations

    0

    0

    0

    Total assets

    7,665,607

    7,409,282

    256,325

    Group Shareholders' Equity

    640,823

    595,794

    45,029

    Minorities Shareholders' Equity

    47,374

    45,275

    2,098

    Financial debt - non-current portion

    425,477

    397,869

    27,608

    Other non-current financial liabilities

    233,511

    234,461

    (949)

    Non-current financial liabilities - Leasing

    101,782

    108,135

    (6,353)

    Other non-current liabilities

    296,523

    269,106

    27,417

    Non-current liabilities

    1,057,294

    1,009,571

    47,723

    Short-term debt

    122,119

    99,023

    23,095

    Current financial liabilities - Leasing

    27,863

    28,460

    (597)

    Other financial liabilities

    230,316

    185,172

    45,144

    Client advance payments

    799,635

    901,914

    (102,279)

    Contractual Liabilities

    447,281

    396,656

    50,624

    Trade payables

    3,645,644

    3,497,337

    148,308

    Other current liabilities

    647,259

    650,080

    (2,821)

    Current liabilities

    5,920,117

    5,758,642

    161,475

    Liabilities held-for-sale, net of eliminations

    0

    0

    0

    Total shareholders' equity & liabilities

    7,665,607

    7,409,282

    256,325

    Reclassified consolidated balance sheet

    March 31, 2025

    December 31, 2024

    Change

    (Euro thousands)

    Non-current assets

    794,908

    805,799

    (10,891)

    Adjusted net working capital

    (350,696)

    (390,687)

    39,991

    Employee provisions

    (13,559)

    (12,583)

    (976)

    Net Capital Employed

    430,653

    402,529

    28,124

    Group Shareholders' Equity

    640,823

    595,794

    45,029

    Minority interest capital and reserves

    47,374

    45,275

    2,098

    Adjusted net financial position4

    (387,189)

    (375,135)

    (12,053)

    Lease financial liabilities - IFRS 16

    129,645

    136,595

    (6,950)

    Hedging

    430,653

    402,529

    28,124

    Non-current assets decreased compared to the end of the previous year due to the change in deferred tax assets and of the value of the right-of-use - recognized as per IFRS 16 - due to depreciation in the period, net of the increases in intangible assets as a result of investments in technologies and new software to support the business and enterprise security, net of the amortization in the period. Property, plant and equipment also increased on the basis of improvements to owned and leased buildings and the purchase of furniture and various office equipment to support the Group's expansion and increased workforce.

    Net working capital absorbed in the first quarter of 2025 approx. Euro 39.9 million, as a result of the operating activities on the main ongoing projects.

    The net capital employed was Euro 430.7 million, increasing by approx. Euro 28.1 million on December 31, 2024, due to the investments in the period outlined above and working capital movements.

    Group Shareholders' Equity at March 31, 2025 was Euro 640.8 million, with a net increase of Euro 45.0 million compared to December 31, 2024 (Euro 595.8 million).

    Minority interest Shareholders' Equity at March 31, 2025 totaled Euro 47.4 million, with a net increase of Euro 2.1 million on December 31, 2024 (Euro 45.3 million).

    Total Consolidated Shareholders' Equity, including minority interests, at March 31, 2025 totaled Euro 688.2 million, increasing Euro 47.1 million compared to December 31, 2024 (Euro 641.1 million).

    The overall increase in consolidated Shareholders' Equity benefitted from the net income in the period of Euro 64.0 million and the increase in the Cash Flow Hedge reserve due to the temporary mark-to-market changes of the derivative instruments to hedge the currency risk of the revenues and costs from the projects and of raw material cost movements, net of the relative tax effect for Euro 15.5 million. The currency movements negatively impacted the translation reserve of financial statements in foreign currencies, supported by the adoption of the current exchange rate conversion method for the overseas companies which prepare their financial statements in a functional currency other than the Euro for Euro -

    7.5 million. In the first quarter of 2025, the company in addition purchased treasury shares for Euro 32.1 million to service the MAIRE share-based remuneration and incentive plans adopted by the Group, which reduced consolidated Shareholders' Equity by a similar amount.

    The changes in the consolidation scope compared to December 31, 2024 exclusively concern the inclusion of the Kazakhstani company Tecnimont KZ LLP, which having been previously an associate valued at equity became a subsidiary of Tecnimont S.p.A., and therefore consolidated on a line-by-line basis.

    ‌4As the net financial position is not governed by the Group's accounting standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

    The adjusted net financial position at March 31, 2025 reports net cash of Euro 387.2 million, increasing Euro 12.1 million on December 31, 2024 (Euro 375.1 million), indicating a continuous improvement over all quarters. The generation of cash from operations more than offset the outlays for the treasury share buy-back program and investments in the period for the internal development of technology, new software and related developments to support the business and enterprise security.

    The net financial position is outlined in the following table:

    Net Financial Position

    March 31, 2025

    December 31, 2024

    Change

    (Euro thousands)

    Short-term debt

    122,119

    99,023

    23,095

    Current financial liabilities - Leasing

    27,863

    28,460

    (597)

    Other current financial liabilities

    230,316

    185,172

    45,144

    Financial instruments - Derivatives (Current liabilities)

    2,708

    15,381

    (12,673)

    Financial debt - non-current portion

    425,477

    397,869

    27,608

    Financial instruments - Derivatives (Non-current liabilities)

    4,948

    6,104

    (1,157)

    Other non-current financial liabilities

    233,511

    234,461

    (949)

    Non-current financial liabilities - Leasing

    101,782

    108,135

    (6,353)

    Total debt

    1,148,725

    1,074,606

    74,119

    Cash and cash equivalents

    (1,221,348)

    (1,153,779)

    (67,570)

    Temporary cash investments

    (1,727)

    (1,700)

    (27)

    Other current financial assets

    (28,293)

    (15,298)

    (12,995)

    Financial instruments - Derivatives (Current assets)

    (53,511)

    (39,624)

    (13,887)

    Financial instruments - Derivatives (Non-current assets)

    (1,742)

    (0)

    (1,742)

    Other non-current financial assets

    (73,798)

    (75,922)

    2,124

    Total cash and cash equivalents

    (1,380,421)

    (1,286,323)

    (94,098)

    Other financial liabilities of discontinued operations

    0

    0

    0

    Other financial assets of discontinued operations

    0

    0

    0

    Net Financial Position

    (231,696)

    (211,717)

    (19,979)

    "Project Financing - Non Recourse" financial payables

    (6,200)

    (6,471)

    271

    Other non-current assets - Expected repayments

    (17,198)

    (17,904)

    705

    Financial payables - Warrants

    (2,449)

    (2,449)

    0

    Finance lease payables IFRS 16

    (129,645)

    (136,595)

    6,950

    Adjusted net financial position

    (387,189)

    (375,135)

    (12,053)

    The financial position at March 31, 2025 reports an overall increase in gross debt, mainly due to a higher utilization in the initial months of 2025 of the Euro Commercial Paper program and NEXTCHEM's undertaking of a new Euro 125 million loan, backed for 70% by SACE's Archimede Guarantee, to support investments in technological innovation and R&D, Euro 30 million of which had been utilized as of March 31, 2025. In the first quarter of 2025, NEXTCHEM agreed an additional loan with Cassa Depositi e Prestiti, backed by an EU guarantee through the InvestEU facility, for a total amount of Euro 12.5 million. The loan is for the creation of a research and innovation district for the development of technologies to support the energy transition called the "Green Innovation District" ("GID").

    Short-term debt at March 31, 2025 slightly increased as a result of the utilization of working capital lines to support temporary needs related to the working capital management of a number of projects, principally through factoring transactions.

    With regards to the Euro Commercial Paper program launched initially in 2021 and subsequently renewed in December 2024 for an additional 3 years, for the issue, by MAIRE, of one or more convertible notes and placed with selected institutional investors for a maximum Euro 300 million, at March 31, 2025 the program had been utilized for Euro 208.1 million, with an increase of Euro 45.2 million over December 31, 2024. The notes have maturities in several tranches between April 2025 and March 2026 and a weighted average interest rate of approx. 3.884%.

    The net financial position at the end of March 2025 was impacted by the temporary changes to the mark-to-market of the derivatives, which at March 31, 2025 had a positive value of Euro 47.6 million and in the first quarter of 2025 increased by Euro 29.5 million. The increase mainly reflects the movement of the derivatives hedging the MAIRE share price risk for purposes related to personnel incentive plans, and of derivative instruments entered into to hedge the currency risk on order revenue and cost fluctuations, influenced by the significant strengthening of the Euro against the Dollar.

    Finally, the net financial position reported an increase in liquidity and which at March 31, 2025 amounted to Euro 1,221.3 million, an increase of Euro 296.2 million on December 31, 2024 (Euro 925.1 million).

    The main cash flow movements are reported below:

    Consolidated condensed cash flow statement

    March 31,

    2025

    March 31,

    2024

    Change

    (Euro thousands)

    Cash and cash equivalents at beginning of the period (A)

    1,153,779

    917,372

    236,407

    Cash flow from operations (B)

    46,519

    63,444

    (16,925)

    Cash flow from investments (C)

    (12,572)

    (8,738)

    (3,834)

    Cash flow from financing (D)

    33,623

    (46,948)

    80,571

    Increase/(Decrease) in cash and cash equivalents (B+C+D)

    67,570

    7,758

    59,812

    Cash and cash equivalents at end of the period (A+B+C+D)

    1,221,348

    925,129

    296,219

    of which cash and cash equivalents of discontinued operations

    0

    725

    (725)

    Cash and cash equivalents at end of period reported in financial statements

    1,221,348

    924,404

    296,944

    Cash flow from operations of Euro 46.5 million was generated, driven by the result for the period. They in addition include the outlay for the payment of income taxes, which in Q1 2025 amounted to Euro 5.5 million.

    Investments absorbed cash of Euro 12.6 million, mainly in relation to capex for technologies and new software, owned and leased buildings improvements and for the furnishing of offices to support growth and the global expansion of the Group.

    Finally, financing activities overall generated cash of Euro 33.6 million as a result of the undertaking of new lines by NEXTCHEM and the increased use of the Euro Commercial Paper program, net of the repayment of outstanding loans and of IFRS 16 leasing and, finally, the treasury share buy-back program.

  6. ‌HUMAN RESOURCES

    The MAIRE Group workforce at March 31, 2025 numbered 9,966, compared to 9,739 at December 31, 2024, increasing 227, against 549 new hires and 322 departures in the period. The average headcount in Q1 2025 was 9,912.

    The following tables present the Group workforce at March 31, 2025 and the movements compared to December 31, 2024 (by category, business unit and region):

    Changes in workforce by category

    Workforce at December 31,

    2024

    Hires

    Departures

    Changes in classification5

    Workforce at March 31, 2025

    Workforce movement

    Executives

    745

    10

    (11)

    2

    746

    1

    Managers

    3,301

    104

    (89)

    14

    3,330

    29

    White-collar

    5,460

    431

    (200)

    (16)

    5,675

    215

    Blue-collar

    233

    4

    (22)

    0

    215

    (18)

    Total Group

    9,739

    549

    (322)

    0

    9,966

    227

    Average headcount

    8,841

    9,912

    1,071

    Workforce movements by business unit

    Workforce at December 31,

    2024

    Hires

    Departures

    Changes in classification5

    Workforce at March 31, 2025

    Workforce movement

    IE&CS

    9,057

    533

    (310)

    0

    9,280

    223

    STS

    682

    16

    (12)

    0

    686

    4

    Total Group

    9,739

    549

    (322)

    0

    9,966

    227

    Changes in workforce by region

    Workforce at December 31,

    2024

    Hires

    Departures

    Changes in classification5

    Workforce at March 31, 2025

    Workforce movement

    Italy and Rest of Europe

    4,301

    181

    (95)

    119

    4,506

    205

    India, Mongolia,

    South-East Asia, Australia

    3,474

    49

    (102)

    (10)

    3,411

    (63)

    Middle East

    1,390

    270

    (75)

    (109)

    1,476

    86

    Africa

    393

    42

    (29)

    0

    406

    13

    The Americas

    84

    5

    (5)

    0

    84

    0

    Central Asia,

    the Caspian and Turkey

    97

    2

    (16)

    (1)

    83

    (14)

    Total Group

    9,739

    549

    (322)

    0

    9,966

    227

    The following table presents the workforce by operating region at March 31, 2025, with the movement on December 31, 2024:

    Workforce by operating region

    March 31, 2025

    December 31, 2024

    Change

    Italy and Rest of Europe

    4,254

    4,181

    73

    India, Mongolia, South-East Asia, Australia

    3,060

    3,144

    (84)

    Middle East

    1,909

    1,690

    219

    Africa

    522

    498

    24

    Central Asia, the Caspian and Turkey

    109

    125

    (16)

    The Americas

    112

    101

    11

    Total Group

    9,966

    9,739

    227

    ‌5Changes in professional classification include promotions, changes in category following intercompany transfers / job title reclassification, as well the changes in contracts related to the MAIRE Foundation, which is not included in the consolidation scope. The classification of the qualifications above does not necessarily reflect the contractual classification under Italian employment law, but corresponds to the identification criteria adopted by the Group on the basis of roles, responsibilities and duties.

  7. ‌SUBSEQUENT EVENTS

    SHAREHOLDERS' MEETING

    On April 14, 2025, MAIRE's Shareholders' Meeting was held. Among other matters, the statutory financial statements at December 31, 2024 were approved, and the distribution of a dividend of Euro 0.356 per share, up 81% on the previous year, with payment on April 24, 2025. Taking into account treasury shares in portfolio at April 23, 2025 (the "record date"), the total amount of the dividend is Euro 114.46 million.

    The Shareholders' Meeting also appointed the new corporate boards for the three-year period 2025-2027, which will remain in office until the approval of the financial statements at December 31, 2027, and determined their remuneration.

    The new Board of Directors is comprised of: Fabrizio Di Amato, Alessandro Bernini, Luigi Alfieri, Valentina Casella, Paolo Alberto De Angelis, Cristina Finocchi Mahne, Stefano Fiorini, Isabella Nova - taken from the slate presented by the majority shareholder GLV Capital S.p.A. - and Michela Schizzi - taken from the minority slate jointly presented by a number of institutional investors. The Shareholders' Meeting also confirmed Fabrizio Di Amato as Chairperson of the Board of Directors.

    The new Board of Statutory Auditors consists of: Raffaella Annamaria Pagani (Chairperson) - taken from the minority slate jointly presented by a number of institutional investors, Pietro Carena and Andrea Bonelli (Statutory Auditors), both taken from the slate presented by the majority shareholder GLV Capital S.p.A.. The Alternate Auditors Massimiliano Leoni and Mavie Cardi were taken from the majority slate, while Alternate Auditor Riccardo Foglia Taverna was appointed from the minority slate.

    The Shareholders' Meeting also passed resolutions regarding governance, remuneration and the purchase and disposal of treasury shares.

    On the same date, the Board of Directors met and confirmed Alessandro Bernini as the Chief Executive Officer.

    COMPLETION OF TREASURY SHARE BUY-BACK PROGRAM TO SERVE THE INCENTIVE PLANS

    On April 28, 2025, MAIRE completed the treasury share buy-back program to serve the incentive plans, which was initiated on March 5, 2025. Under the program, the Company purchased 7,700,000 shares at a weighted average price of Euro 8.227, for a total of Euro 63,349,887.

    In light of the purchases made, as of April 28, 2025, the Company holds 7,886,150 treasury shares.

    CONTRACTS AWARDED IN APRIL

    On April 29, 2025, TECNIMONT and KT- Kinetics Technology - thanks to technology and engineering support from NEXTCHEM - were awarded additional works from previously announced orders and new awards totaling approx. Euro 900 million for engineering, procurement, and construction (EPC) activities for petrochemical projects and high value-added services for green hydrogen plants in Central Asia and South Europe.

  8. ‌OUTLOOK

    Within a complex geopolitical and macroeconomic environment, the Group benefits from a solid backlog, further strengthened and diversified by the recently-acquired contracts and consisting of projects not directly impacted by the current global trade tensions. Meanwhile, demand for innovative technology solutions and the downstream segment more generally present robust and resilient fundamentals, with opportunities expected to emerge over the coming months to sign new contracts, in line with the forecast for new orders worth Euro 8 billion for 2025.

    ‌Guidance 2025

    The Group in Q1 delivered a better-than-expected operating performance, particularly on the projects being executed in the Middle East.

    The planning of activities for projects in portfolio - including those recently-acquired and expected to be acquired during the year - enables us to forecast production volume growth and improved margins in particular in the second half of the year for the STS business unit. The current year forecasts may therefore be updated on this basis.

    In view of the persistent uncertainty and volatility of the international markets however, the Board of Directors currently confirms the operating-financial guidance communicated to the market on March 4, 2025 on the presentation of the 2025-2034 Strategic Plan.

    Any review of the estimates will be announced on the presentation of the results for the first half of the current fiscal year.

  9. ‌STATEMENT OF THE EXECUTIVE OFFICER FOR FINANCIAL REPORTING IN ACCORDANCE WITH ARTICLE 154-BIS, PARAGRAPH 2 OF THE CFA

    The undersigned Mariano Avanzi, as "Executive Officer for Financial Reporting" of MAIRE S.p.A., declares, in accordance with Article 154-bis, paragraph 2 of the Consolidated Finance Act, that the accounting disclosure in this Interim Report at March 31, 2025 corresponds to the underlying accounting documents, records and entries of the company.

    Milan, April 29, 2025

    Executive Officer for Financial Reporting Mariano Avanzi

  10. ‌CONSOLIDATED FINANCIAL STATEMENTS

‌Consolidated Income Statement

(In Euro thousands)

Q1 2025

Q1 2024

CGE. %

Revenues

1,689,338

1,244,495

Other operating income

16,901

19,118

Total Revenues

1,706,239

1,263,613

35.0%

Raw materials and consumables

(717,776)

(471,949)

Service costs

(611,872)

(526,764)

Personnel expenses

(194,258)

(157,708)

Other operating expenses

(68,876)

(25,098)

Total Costs

(1,592,782)

(1,181,519)

34.8%

EBITDA

113,457

82,095

38.2%

Amortization, depreciation and write-downs

(15,474)

(14,969)

Write-down of current assets

0

(283)

Provisions for risks and charges

0

0

EBIT

97,984

66,842

46.6%

Financial income

10,800

17,071

Financial expense

(15,389)

(16,812)

Investment income/(expense)

23

(7)

Income before tax

93,417

67,092

39.2%

Income taxes, current and deferred

(29,428)

(20,474)

Net income for the period

63,989

46,620

37.3%

Group net income

61,539

43,782

40.6%

Minorities

2,450

2,838

Basic earnings per share

0.189

0.134

Diluted earnings per share

0.189

0.134

‌Consolidated Balance Sheet

(In Euro thousands)

March 31, 2025

December 31, 2024

Assets

Non-current assets

Property, plant and equipment

54,748

53,655

Goodwill

368,066

368,105

Other intangible assets

158,076

152,506

Right-of-use - Leasing

126,602

134,482

Investments in associates

14,312

14,030

Financial instruments - Derivatives (Non-current assets)

1,742

0

Other non-current financial assets

78,504

80,757

Other non-current assets

67,339

44,498

Deferred tax assets

73,036

83,020

Total non-current assets

942,427

931,053

Current assets

Inventories

9,963

10,273

Advances to suppliers

767,531

694,158

Contractual Assets

2,564,460

2,560,082

Trade receivables

1,626,390

1,508,009

Current tax assets

227,719

276,526

Financial instruments - Derivatives (Current assets)

53,511

39,624

Other current financial assets

30,021

16,999

Other current assets

222,237

218,779

Cash and cash equivalents

1,221,348

1,153,779

Total current assets

6,723,181

6,478,229

Non-current assets classified as held-for-sale

0

0

Total Assets

7,665,607

7,409,282

(In Euro thousands)

March 31, 2025

December 31, 2024

Shareholders' Equity

Share capital

19,921

19,921

Share premium reserve

272,921

272,921

Other reserves

(129,007)

(97,263)

Valuation reserve

(28,271)

(43,765)

Total capital & reserves

135,564

151,814

Retained earnings/(accumulated losses)

443,719

245,298

Net income/(loss) for the period

61,539

198,682

Total Group Shareholder' Equity

640,823

595,794

Total Minorities Shareholders' Equity

47,374

45,275

Total Shareholders' Equity

688,197

641,069

Non-current liabilities

Financial debt - non-current portion

425,477

397,869

Provisions for charges - beyond 12 months

12,055

11,161

Deferred tax liabilities

69,174

60,842

Post-employment & other employee benefits

13,559

12,583

Other non-current liabilities

196,788

178,416

Financial instruments - Derivatives (Non-current liabilities)

4,948

6,104

Other non-current financial liabilities

233,511

234,461

Non-current financial liabilities - Leasing

101,782

108,135

Total non-current liabilities

1,057,294

1,009,571

Current liabilities

Short-term debt

122,119

99,023

Current financial liabilities - Leasing

27,863

28,460

Provisions for charges - within 12 months

71,137

63,085

Tax payables

160,016

140,822

Financial instruments - Derivatives (Current liabilities)

2,708

15,381

Other current financial liabilities

230,316

185,172

Client advance payments

799,635

901,914

Contractual Liabilities

447,281

396,656

Trade payables

3,645,644

3,497,337

Other Current Liabilities

413,398

430,792

Total current liabilities

5,920,117

5,758,642

Liabilities directly associated with non-current assets classified as held-for-sale

0

0

Total Shareholders' Equity and Liabilities

7,665,607

7,409,282

‌Consolidated statement of changes in Shareholders' Equity

(In Euro thousands)

Share capital

Share premium reserve

Other reserves

Translation reserve

Valuation reserve

Retained earnings/accum. losses

Net Income (loss) for the period

Group

Shareholders' equity

Minority interest capital & reserves

Group & Minority int. consol. share. equity

December 31,

2023

19,921

272,921

35,035

(40,266)

(31,543)

145,616

89,890

491,574

36,477

528,051

Allocation of the result

125,356

(125,356)

0

0

Change to

consolidation scope

0

0

Distribution dividends

0

(3,437)

(3,437)

Other changes

192

192

(38)

154

IFRS 2

(Employee share plans)

4,862

4,862

4,862

Utilization Treasury Shares for staff

plans

0

0

0

Acquisition of

Treasury Shares 2024

(20,952)

(20,952)

(20,952)

Comprehensive income/(loss) for the period

(13,231)

(2,418)

43,782

28,133

2,838

30,971

March 31,

2024

19,921

272,921

34,905

(119,223)

(21,515)

308,284

43,782

539,075

52,222

591,296

(In Euro thousands)

Share capital

Share premium reserve

Other reserves

Translation reserve

Valuation reserve

Retained earnings/accum. losses

Net Income (loss) for the period

Group

Shareholders' equity

Minority interest capital & reserves

Group & Minority int. consol. share. equity

December 31,

2024

19,921

272,921

38,108

(135,371)

(43,766)

245,299

198,682

595,794

45,275

641,069

Allocation of the result

198,682

(198,682)

0

0

Change to

consolidation scope

0

0

Distribution dividends

0

0

Other changes

(261)

(261)

(350)

(611)

IFRS 2

(Employee share plans)

7,901

7,901

7,901

Utilization Treasury

Shares for staff plans

0

0

Acquisition of

Treasury Shares 2025

(32,097)

(32,097)

(32,097)

Comprehensive income/(loss) for the period

(7,549)

15,495

61,539

69,485

2,450

71,935

March 31,

2025

19,921

272,921

13,912

(142,920)

(28,271)

443,720

61,539

640,823

47,374

688,197

‌Consolidated Cash Flow Statement (indirect method)

(In Euro thousands)

March 31, 2025

March 31, 2024

Cash and cash equivalents at beginning of the period (A)

1,153,779

917,372

Operations

Net Income of Group and Minorities

63,989

46,620

Adjustments:

- Amortization of intangible assets

6,001

6,071

- Depreciation of non-current property, plant and equipment

1,818

1,697

- Depreciation of right-of-use - Leasing

7,655

7,201

- Provisions

0

283

- (Revaluations)/Write-downs of investments

(23)

7

- Financial expenses

15,389

16,812

- Financial income

(10,800)

(17,071)

- Income & deferred tax

29,428

20,474

- (Gains)/Losses

151

15

- (Increase) / Decrease in inventories / advances to suppliers

(73,063)

(67,683)

- (Increase)/Decrease in trade receivables

(118,381)

65,910

- (Increase) / Decrease in receivables for contract assets

(16,102)

65,906

- Increase/(Decrease) in other liabilities

867

3,918

- (Increase)/Decrease in other assets

(26,909)

(27,114)

- Increase/(Decrease) in trade payables / Client advances

103,522

18,651

- Increase / (Decrease) payables for contractual liabilities

50,624

(87,086)

- Increase/(Decrease) in provisions (incl. post-employ. benefits)

17,822

17,436

- Income taxes paid

(5,467)

(8,607)

Cash flow from operations (B)

46,519

63,444

Investments

(Investment)/Disposal of non-current tangible assets

(2,912)

(2,691)

(Investment)/Disposal of intangible assets

(9,355)

(6,047)

(Investment)/Disposal of associated companies

(305)

0

(Increase)/Decrease in other investments

0

0

Investments)/Disposal of companies net of cash and cash equivalents acquired

0

0

Cash flow from investments (C)

(12,572)

(8,738)

Financing

Reimbursement capital portion finance lease liabilities

(6,724)

(6,095)

Payment interest on financial lease liabilities

(1,492)

(1,433)

Increase/(Decrease) in short-term debt

(1,314)

(40,771)

Repayments of long-term debt

(511)

(22,952)

Proceeds from long-term debt

41,395

0

(Increase)/Decrease bonds

45,200

36,200

Change in other financial assets/liabilities

(10,834)

12,492

Dividends

0

(3,437)

Treasury shares

(32,097)

(20,952)

Cash flow from financing (D)

33,623

(46,948)

Increase/(Decrease) in cash and cash equivalents (B+C+D)

67,570

7,758

Cash and cash equivalents at end of the period (A+B+C+D)

1,221,348

925,129

of which: Cash and cash equivalents of Discontinued Operations

0

725

CASH AND CASH EQUIVALENTS AT END OF YEAR REPORTED IN FINANCIAL STATEMENTS

1,221,348

924,404

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Maire S.p.A. published this content on May 05, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 05, 2025 at 18:54 UTC.