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REG - RHI Magnesita N.V. - 2025 Half Year Results

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RNS Number : 0825T  RHI Magnesita N.V.  30 July 2025

30 July 2025

RHI Magnesita N.V.

("RHI Magnesita" or the "Company" or "Group")

 

2025 Half Year Results

 

Steel demand stable, Industrial project deferrals weigh on H1 profitability

 

RHI Magnesita, the leading global supplier of high-grade refractory products,
systems and solutions, today announces its unaudited results for the six
months ended 30 June 2025 ("H1 2025" or the "Period").

 

 

 Financial results                             H1 2025  H1 2024  Change    H1 2024 (constant currency)  Change (constant currency)

(Adjusted, €m unless stated otherwise)(1)
 Revenue                                       1,677    1,728    (3)%      1,710                        (2)%
 Adjusted EBITDA                               211      258      (18)%     262                          (20)%
 Adjusted EBITA                                141      190      (26)%     197                          (28)%
 Adjusted EBITA margin                         8.4%     11.0%    (260)bps  11.5%                        (310)bps
 Adjusted EPS (€/per share)                    1.37     2.59     (47)%
 Adjusted Operating Cash Flow                  175      221      (21)%
 Net debt(2)                                   1,583    1,274    24%
 Net debt to Pro Forma Adjusted                3.1      2.4

EBITDA(3)

 

 (Reported,                        H1 2025  H1 2024

€m unless stated otherwise)
 Revenue                           1,677    1,728
 Gross profit                      348      416
 EBITA                             87       174
 Profit before income tax          14       143
 Profit after income tax           11       111
 EPS (€/per share)                 0.15     2.15
 Dividend (€/per share)            0.60     0.60

1.  Adjusted figures are alternative performance measures "APMs" excluding
impairments, amortisation of intangibles and exceptional items to enable an
understanding of the underlying performance of the business. Full details are
shown in the APM section.

2.  H1 2025 Net debt includes IFRS16 lease liabilities of €69 million. For
further details see Note 11.

3.  Pro Forma Adjusted EBITDA is used to assess financial gearing and
includes a full year of Adjusted EBITDA contribution from businesses acquired
during the year.

 

Overview of H1 2025 performance and management action

·    Adjusted EBITA decreased by 26% to €141 million (H1 2024: €190
million), driven by:

- Significant fall in Industrial project demand with Glass and Non-ferrous
metals project revenue reduced by 40% and 22%, respectively

- Product mix in Industrial business also weighted towards lower margin Cement
segment and repair rather than project business in Non-ferrous metals

- Steel demand is low but stable, with regional differentiation. Growth
outlook in India and North America contrasts with Europe, where steel
production is in structural decline. Market share gains expected in India in
H2

- Highly competitive pricing environment requires price leadership in H2, with
pressure from China exporters and local players fighting for market share in
India, China, East Asia and META regions in lower value, commoditised
segments. Customers favouring lower performance product ranges during period
of low capacity utilisation

- 5% decline in average prices on fixed cost base and unfavourable product mix
in Industrial, largely due to Non-ferrous metals project business deferral
into H2

- Cost pressure from low capacity utilisation, wage inflation, high prices for
alumina based raw materials and higher natural gas prices

- Gross margin reduced to 20.8% from 24.1% in H1 2024

·    Management action supports up to €120 million of uplift in H2
Adjusted EBITA, net of FX:

- €50 million Non-ferrous metals project order book phasing, including
projects deferred from H1

- €30 million price increase programme primarily in Steel business

- €20 million from higher Steel volumes, reflecting order book and normal H2
weighting for customers. Dependent on expected growth in META, India, China
and East Asia

- €10 million incremental SG&A savings, or €20 million annualised

- €10 million cost saving from plant closures in Germany, already executed
in H1 to address structural overcapacity

- €10 million from Resco synergy ramp up and full six month contribution

- €(10) million negative impact from FX compared to guidance, if current
exchange rates for US dollar and Indian rupee and other key currencies are
maintained

- Plant efficiency, freight and fixed cost reduction initiatives offset impact
of low fixed cost utilisation

- Capital expenditure reduced and renewed focus on working capital efficiency

Outlook and guidance updates

·    Taking into account the likely outcome of management action, full
year Adjusted EBITA is now guided to be between €370 and €390 million:

- Constant currency equivalent €380 to €400 million

- Average margin of approximately 10.5 - 11.0% with raw material contribution
of approximately 1.0 ppt

·    Capital expenditure guidance for FY 2025 reduced from €145 million
to €130 million

·    Working capital intensity expectation of c.24% remains unchanged

·    Gearing to reduce from expected peak of 3.1x at 30 June 2025 to
approximately 2.8x by the 2025 year end

 

Operational and strategic highlights

·    Steel division sales volumes increased by 1% including M&A,
supported by the acquisition of Resco. Excluding M&A, base business
volumes declined by 1%

·    Industrial sales volumes increased by 3% including M&A but base
business declined by 4%. Growth in India, the US and China was offset by
sharply falling demand from Glass customers globally and deferral of
Non-ferrous metal projects to H2

·    RHI Magnesita's M&A led strategy showing progress in higher
growth geographies of India, Türkiye and North America

·    €390 million acquisition of Resco completed in Q1 and new US
recycling joint venture with BPI, Inc. agreed in June

·    Network optimisation programme underway with Wetro and Mainzlar plant
closures in Germany, further closures under consideration

·    Total recordable injury rate increased to 0.45 (H1 2024: 0.33)
following initiatives to improve reporting

 

Financial highlights

·    Revenue reduced by 3% to €1,677 million (H1 2024: €1,728 million)
due to a 2% decline in sales volumes excluding M&A and 5% lower pricing

·    Adjusted EBITA of €141 million (H1 2024: €190 million) at a
margin of 8.4% (H1 2024: 11.0%) represents 35% of Company compiled full year
analyst consensus of €406 million prior to this announcement, in line with
the guidance range of 35-40% given in the Q1 2025 Trading Update

·    90% of H1 Adjusted EBITA was generated by North America and Latin
America regions

·    Refractory margin decline was mainly driven by sharply lower pricing,
unfavourable product mix and weaker fixed cost absorption. Raw material
contribution remains near record lows at 1.1 ppts (H1 2024: 0.8 ppts)

·    Adjusted EPS of €1.37 (H1 2024: €2.59) reflecting 26% lower
Adjusted EBITA and FX translation losses

·    Resilient cash generation with adjusted operating cash flow of €175
million (H1 2024: €221 million), representing 124% cash conversion from
Adjusted EBITA, despite build-up of inventory ahead of stronger H2 2025 demand

·    Net debt to Pro Forma EBITDA increased to 3.1x (31 December 2024:
2.3x) due to Resco consideration payment

·    Interim dividend of €0.60 per share declared, in line with dividend
policy

 

Stefan Borgas, Chief Executive Officer, said: "RHI Magnesita continues to
navigate an extremely challenging external market environment with cyclically
lower industrial project business, uncertainty caused by tariff negotiations,
FX headwinds, aggressive competition and continued weak end market demand all
contributing to sharply lower margins in the first half of 2025.
Notwithstanding these external factors, we are disappointed with our financial
performance and we are determined to take the urgent and necessary steps to
deliver improvements. In the second half we expect market share gains in
certain jurisdictions and improved margins based on actions we have already
taken to secure Industrial project business, increase prices and reduce costs,
including two European plant closures already executed. We reduce our outlook
for full year Adjusted EBITA to be between €370 and €390 million, to
account for the weaker than expected H1 2025 performance and FX. Our active
M&A programme has resulted in an elevated gearing level of 3.1x EBITDA but
we expect this to reduce over the course of the second half and 2026. We
remain confident that our strategy to grow through M&A in the fragmented
global refractory market is by far the best route to generate value for
shareholders in a low growth environment, building on our existing strengths
as an industry leader."

 

For further enquiries, please contact:

Investors:           Chris Bucknall, Head of Investor Relations, +43 699
1870 6490, chris.bucknall@rhimagnesita.com
(mailto:chris.bucknall@rhimagnesita.com)

Media:                 Hudson Sandler, +44 020 7796 4133,
rhimagnesita@hudsonsandler.com (mailto:rhimagnesita@hudsonsandler.com)

 

Conference call

A presentation for investors and analysts will be held on 30 July 2025
starting at 8:15am UK time (9:15am CEST). The presentation will be webcast
live and details can be found on: https://ir.rhimagnesita.com/
(https://ir.rhimagnesita.com/) . Alternatively, the webcast can be accessed
using the following link:
https://www.investis-live.com/rhimagnesita/6870f0dca9602700176c785d/ethe
(https://www.investis-live.com/rhimagnesita/6870f0dca9602700176c785d/ethe)

A replay will be available on the same link shortly after event.

 

About RHI Magnesita

RHI Magnesita is the leading global supplier of high-grade refractory
products, systems and solutions which are critical for high-temperature
processes exceeding 1,200°C in a wide range of industries, including steel,
cement, non-ferrous metals and glass. With a vertically integrated value
chain, from raw materials to refractory products and full performance-based
solutions, RHI Magnesita serves customers around the world, with over 20,000
employees in 65 main production sites (including raw material sites), 12
recycling facilities and more than 70 sales offices. RHI Magnesita intends to
leverage its leadership in terms of revenue, scale, product portfolio and
diversified geographic presence to target strategically those countries and
regions benefiting from more dynamic economic growth prospects.

RHI Magnesita offers investors EBITDA and free cash flow comparable to FTSE
100 peers, the highest free cash flow yield in the UK industrials sector, a
compelling M&A growth story and high operational gearing to market
recovery. The Group seeks to allocate capital to maximise value generation for
shareholders. After maintenance capex and dividend, M&A, organic
investments and buybacks compete for capital. The global refractory industry
remains fragmented and the M&A pipeline presents an opportunity to
continue a value-accretive consolidation strategy. RHI Magnesita's resilient
margins and profitability support the use of debt financing to fund
acquisitions, anchored by a leverage target of 1.0 - 2.0x EBITDA through the
cycle and up to c.2.5x for compelling M&A opportunities.

The Group is listed within the Equity Shares (Commercial Companies) category
("ESCC") of the Official List of the London Stock Exchange (symbol: RHIM) and
is a constituent of the FTSE 250 index, with a secondary listing on the Vienna
Stock Exchange (Wiener Börse). For more information please visit:
www.rhimagnesita.com (http://www.rhimagnesita.com)

 

FORWARD LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions which could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this announcement is
subject to change without notice and, except as required by applicable law,
the Company does not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained in it and
nor does it intend to. You should not place undue reliance on forward looking
statements, which apply only as of the date of this announcement. No statement
in this announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical or
published earnings of the Company. As a result of these risks, uncertainties
and assumptions, the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or otherwise. The
Company has no obligation or undertaking to update or revise the
forward-looking statements contained in this announcement to reflect any
change in its expectations or any change in events, conditions, or
circumstances on which such statements are based unless required to do so by
applicable regulations. The numbers presented throughout this announcement may
not sum precisely to the totals provided and percentages may not precisely
reflect the absolute figures, due to rounding.

 

OVERVIEW

 

Health & safety

Ensuring a safe working environment for employees and contractors is a core
value at RHI Magnesita. During the first half of 2025, the lost time injury
frequency rate increased to 0.18 per 200,000 hours (H1 2024: 0.07) and total
recordable injury frequency increased to 0.50 per 200,000 hours (H1 2024:
0.33). A major review of health and safety culture is underway, supported by
dss+, with site-level inspections and recommendations carried out during the
first half of 2025. As improvements to reporting culture are initiated, it is
in line with expectations that reported accident rates may rise due to greater
consistency of reporting. A migration of the reporting system to a new
platform commencing in H2 2025 will focus on the reporting of risks or near
misses for incidents with the potential to cause serious injury or a fatality.

 

Financial overview

Revenue declined by 2% on a constant currency basis to €1,677 million (H1
2024: €1,710 million), as a €90 million contribution from the acquisition
of Resco was offset by lower sales volumes in the base business and a 5%
decline in average price per tonne compared to H1 2024. Unit pricing declined
primarily due to a change in product mix during the Period, with a lower
proportion of high value products sold during the Period.

Sales volumes increased by 2% including the contribution from Resco but
reduced by 2% in the base business, mainly due to weaker customer demand in
the META region and in Europe.

Cost of Goods Sold, excluding M&A, reduced by 2% in constant currency
terms to €1,261 million (H1 2024: €1,291) driven by lower sales volumes,
lower prices for externally purchased raw materials and operational efficiency
savings, offset by operational variances and lower fixed cost absorption as
plants continued to operate at low levels of capacity utilisation. The
reduction in input costs was not sufficient to offset lower average pricing
and reported Group gross margin declined by 330 basis points to 20.8% from
24.1% in H1 2024.

SG&A excluding R&D costs was successfully reduced by €10 million to
€212 million (H1 2024: €222 million) supported by favourable foreign
exchange movements and cost saving measures focused on headcount, external
services, business travel expenses and the outsourcing arrangement with
CapGemini announced in December 2024.

Due to the lower gross margin, Adjusted EBITA reduced by 26% to €141 million
(H1 2024: €190 million) at a margin of 8.4% (H1 2024: 11.0%). This
represents 35% of Company compiled full year analyst consensus for Adjusted
EBITA of €406 million, in line with the bottom of the guidance range for
first half EBITA to be 35-40% of full year expectations given in the Q1 2025
trading update. Refractory margin contribution reduced to 7.3 ppts (H1 2024:
10.2 ppts) and raw material margin contribution remained close to record lows
at 1.1 ppts (H1 2024: 0.8 ppts), as market prices for the raw materials
produced by the Group remained at low levels in a weak demand environment.
Adjusted EBITA excludes other income and expenses as well as restructuring
expenses of €54 million, including €25 million in plant closure costs and
€23 million of costs associated with the digital upgrade programme, which
are expensed as incurred and not classified as capital expenditure.

Adjusted EPS reduced to €1.37 per share (H1 2024: €2.59 per share),
reflecting the lower Adjusted EBITA and net FX translation losses of €13
million (H1 2024: €14 million gain) driven by weakness in the US dollar,
Indian rupee and South American currencies against the Euro.

 

M&A

RHI Magnesita completed the planned €390 million acquisition of Resco in
January 2025, a significant strategic milestone in strengthening RHI
Magnesita's presence in the North American market. The integration of Resco is
progressing well and trading in the US domestic market has been resilient,
with revenue of €90 million and Adjusted EBITA of €11 million contributed
during the half year period, from five months of consolidated trading.

In June 2025 the Group agreed a recycling joint venture in the US with BPI,
Inc.. RHI Magnesita will take a 51% stake in BPI's recycling plant network of
seven locations across the US. Significant cost and sustainability synergies
are anticipated, based on the existing proven business model in Europe.
Recycling of raw materials within US borders is expected to have increased
relevance in a high tariff environment whilst using reclaimed refractory raw
materials is also the fastest route for the Group to reduce its CO(2)
emissions, when compared to the use of newly mined raw materials. The joint
venture agreement is expected to be completed in H2 2025.

During the remainder of 2025 the focus will primarily be on network
optimisation, the integration of recent acquisitions and reducing net debt.

 

Plant network optimisation

The Group announced its intention to implement a plant network optimisation
initiative in its 2024 full year results. The optimisation is expected to
incur restructuring costs of approximately €60 million and capital
expenditure of €40 million over the period 2025-27 and deliver €10 million
of EBITA benefit in 2025, €20 million in 2026 and €30 million per annum
thereafter.

The first steps in this network optimisation were taken during H1 2025 with
the closure of the Wetro and Mainzlar plants in Germany. Together these plant
closures account for €25 million of restructuring costs in H1 2025. The
anticipated €10 million EBITA benefit is expected to materialise in the
second half of 2025.

Plant network optimisations are a natural consequence of M&A and a
material component of synergies as the Group expands through acquisition and
then seeks to realise efficiency gains through the transfer of production to
lower cost sites. Low levels of plant utilisation due to weak customer demand,
in particular in Europe, have accelerated the need for permanent capacity
reduction as a response to market conditions.

 

 

Raw materials

Magnesite and dolomite based raw material prices remained at low levels in H1
2025, contributing to a raw material margin contribution of 1.1 ppts to
Adjusted EBITA, close to record lows. Prices of alumina and alumina based
refractory raw materials saw a significant upward spike in Q4 2024 but quickly
returned to prior levels over the course of H1 2025, resulting in high cost
inventory manufactured with purchased alumina based raw materials being sold
in the Period. Securing price increases on alumina based products was
challenging due to the high volatility in the alumina price and its return to
lower levels within a short period of time, impacting margins in H1 2025.

Weak end market demand resulted in surplus availability of refractory raw
materials at low prices in global markets, enabling both China-based exporters
and local peers to compete aggressively on price during the Period in response
to their own declining sales volumes. RHI Magnesita faced significant
price-based competition in META, India and East Asia markets during the
Period, impacting both refractory and raw material margin contribution.

 

Sustainability

As required by CSRD, the Group is approaching the 2025 deadline for
sustainability targets that were adopted in 2018 and is on track to achieve or
has already achieved the targeted outcomes for health and safety, CO(2)
emissions intensity, energy consumption and recycling. Further progress is
required in the second half of the year to achieve the sustainable supply
chain monitoring target and the gender diversity target at EMT -1 level and at
Board level, which stood at 30% and 31% respectively at 30 June 2025, versus
the 2025 target level of 33%.

As required by CSRD, the Group has established new targets for 2030 to further
reduce CO(2) emissions and energy consumption, improve safety performance,
increase recycling rates and extend monitoring of its supply chain for
sustainability performance.

The Group's Ecovadis rating increased to 79 in 2025 (2024: 76), placing RHI
Magnesita in the top 3% of companies rated by Ecovadis globally. The sustained
high sustainability rating from Ecovadis is independent recognition of the
Group's commitment to transparency and tangible performance improvements in
sustainability and results in an annual interest cost saving of approximately
€480,000 on the Group's sustainability-linked debt facilities.

RHI Magnesita continues to be a leading technology partner for customers
developing 'green steel' technologies, which have the potential to make a
significant contribution to the reduction of CO(2) emissions globally due to
the high emissions intensity of steel production.

 

Outlook and guidance updates

Market conditions remain challenging with end market demand weakness expected
to continue into H2 2025. Steel refractory demand therefore remains low but a
modest improvement is assumed in the second half based on the order book and
normal seasonality. The highly competitive pricing environment is expected to
continue but the Group is targeting price increases for H2 on a selective
basis.

In the industrial business, the Group now has greater confidence in project
deliveries in H2, primarily for Non-ferrous metals customers.

H2 2025 Adjusted EBITA is expected to benefit from management action on price
increases and cost reductions including plant closures, SG&A savings and
fixed cost initiatives.

Foreign exchange rate fluctuations were a significant factor in Q2 and may
impact financial performance in the remainder of 2025 if current rates are
maintained. Weaker US dollar and Indian rupee impacted Adjusted EBITA by €6
million in H1 2025 and could further impact H2 earnings by €10 million, when
compared against prevailing exchange rates when full year guidance was first
issued in February 2025.

Taking into account the expected headwind from foreign exchange, performance
in the first half and current customer demand levels, full year Adjusted EBITA
is now expected to be between €370 and €390 million at an average margin
for the full year of approximately 10.5 - 11.0% with raw material contribution
of 1.0 ppt.

Following a review of internal projects, capital expenditure guidance for FY
2025 is reduced from €145 million to €130 million. The working capital
intensity expectation of c.24% remains unchanged.

Based on full year expectations for Adjusted EBITDA and normal levels of cash
conversion, gearing is now expected to reduce from its expected peak of 3.1x
at 30 June to approximately 2.8x by the 2025 year end.

 

Capital allocation and shareholder returns

The Board's capital allocation policy remains to support the long-term Group
strategy, providing flexibility for both organic and inorganic investment
opportunities and delivering attractive shareholder returns over the midterm.
These opportunities will be considered against a framework of strategic fit,
risk profile, rates of return, synergy potential and balance sheet strength.

The Group incurred €27 million of project capital expenditure in the first
half (H1 2024: €35 million). Maintenance capital expenditure in the Period
was €18 million (H1 2024: €26 million). Total capital expenditure was
therefore €45 million (H1 2024: €68 million), against revised full year
2025 guidance of €130 million. The first steps in this network optimisation
were taken during H1 2025 with the closure of the Wetro and Mainzlar plants in
Germany, which together accounted for €25 million in restructuring costs
during the same Period.

The Group allocated €346 million to M&A during the first half of 2025,
comprising the remaining cash outflow payable upon completion of the Resco
transaction. That cash outflow was partially offset by a gain of €13 million
on the settlement of a deal contingent forward exchange contract used to hedge
the foreign exchange exposure of the Euro equivalent of the total cash outflow
for this transaction.

Consistent with the Company's dividend policy to pay an interim dividend equal
to one third of the previous final dividend, the Board has declared an interim
dividend of €0.60 per share representing €28 million in aggregate. The
interim dividend will be paid on 25 September 2025 to shareholders on the
register on 29 August 2025.

 

OPERATIONAL REVIEW

 

Steel overview

 

 Steel                H1 2025  H1 2024 reported  H1 2024 (constant currency)  Change    Change (constant currency)
 Revenue (€m)         1,146    1,185             1,166                        (3)%      (2)%
 Gross profit (€m)    233      268               267                          (13)%     (13)%
 Gross margin         20.3%    22.6%             22.9%                        (230)bps  (260)bps

 

Supplying refractory products and services to the steel industry accounted for
68% of RHI Magnesita's revenues in H1 2025 (H1 2024: 69%). Refractory products
are required to protect steel making equipment from extremely high
temperatures of up to 1,800°C, chemical corrosion and abrasion. Refractory
product applications include iron making (blast furnace or direct reduction),
primary steel-making (basic oxygen furnace or electric arc furnace) as well as
ingot and continuous casting. RHI Magnesita offers a complete range of
products and solutions for the steel making process. The lifespan of
refractory products in the steel making process can range from hours to months
depending on the application, for example a slide gate is a consumable item
that may need to be replaced every four hours whilst the lining of a primary
steel making furnace could require re-lining at six month intervals.
Refractory consumption in steel making is therefore classified as an operating
expense by steel producers and usually accounts for around 2-3% of operating
costs, on average.

Steel segment revenues decreased by 3% to €1,146 million (H1 2024: €1,185
million, constant currency €1,166 million). Average pricing declined by 5%
in the base business, excluding M&A. Global steel demand in all regions
excluding North America and India declined in H1 2025 due to continued
weakness in the key end markets of construction, transportation, machinery and
consumer goods. Producers in locations outside of China suffered from
competition from Chinese exports. A number of geographies elected to impose
tariffs on steel imports to protect domestic producers.

Shipped volumes of steel refractories decreased by 1% excluding M&A and
increased by 1% including the acquisition of Resco, as sales growth in China
and India was offset by weakness in Europe & CIS and the META region.

 

Industrial overview

 Industrial           H1 2025  H1 2024 reported  H1 2024 (constant currency)  Change    Change (constant currency)
 Revenue (€m)         531      543               544                          (2)%      (2)%
 Gross profit (€m)    115      148               152                          (22)%     (24)%
 Gross margin         21.7%    27.3%             27.9%                        (560)bps  (620)bps

 

RHI Magnesita is a leading supplier of refractory products and services to
customers in the Cement & Lime, Non-ferrous metals, Glass, Energy,
Environmental, Industrial applications and Chemicals industries. These
Industrial customers accounted for 32% of Group revenues in H1 2025 and have
longer replacement cycles compared to Steel customers, ranging from one to 20
years. Refractories are classified as capital expenditure by Industrial
customers and represent between 0.2% and 1.5% of total costs over the life
cycle of a facility.

Revenues in the Industrial division including M&A decreased by 2% to
€531 million (H1 2024: €543 million), with a 3% increase in shipped
volumes offset by lower pricing. Average pricing declined by 11% in the base
business, excluding M&A. Industrial revenues in the base business
excluding M&A declined by 15% to €441 million (H1 2024: €519 million)
and shipped volumes reduced by 4%, reflecting weak demand in the Glass,
Non-ferrous metal and Industrial applications segments.

Cement & Lime

Cement & Lime revenues totalled €197 million in H1 2025, representing
12% of Group revenues (H1 2024: €188 million), an increase of 5%
year-on-year, primarily driven by higher volumes. Over the past two years,
maintenance and repairs on cement kilns were postponed due to subdued business
activity, with relining work deferred to the first half of 2025. Despite this
uptick in maintenance-related demand, the broader cement market remains weak,
due to continued softness in construction activity worldwide.

 

Non-ferrous metals

Non-ferrous metals refractory revenues accounted for 6% of the Group's total
revenues in H1 2025 and declined by 22% to €99 million (H1 2024: €127
million). The decrease was primarily driven by weaker demand across key
industrial sectors and the postponement of investment decisions by customers
amid global trade tensions. The broader Non-ferrous metals market remained
subdued in the first half of the year, impacted by elevated inventory levels,
price volatility, and softer activity in construction, electronics, and
manufacturing. Based on the Group's order book, the second half of 2025 is
anticipated to be stronger, as previously postponed projects are executed.

 

Process Industries

Process Industries, which includes business in the Glass and Industrial
applications sectors, recorded revenues of €191 million (H1 2024: €198
million). The year-on-year decline was primarily driven by subdued demand in
the global glass market, reflecting ongoing macroeconomic headwinds and a
sector-specific cyclical downturn. These include a slowdown in construction
activity and continued weakness in automotive and solar, which are key
end-markets for glass.

 

Minerals

Raw materials not utilised internally by the Group are sold in the open market
and reported under Minerals generating revenues of €44 million in H1 2025
(H1 2024: €30 million). The increase in revenues resulted from higher sales
volumes.

 

Regional business units

 

 Revenue                             H1 2025  H1 2024 reported  H1 2024 (constant currency)  % change (reported)  % change (constant currency)

 North America                       427      363               361                          18%                  18%
 Steel                               322      287               286                          12%                  13%
 Industrial                          105      75                75                           39%                  39%

 Europe & CIS                        375      417               419                          (10)%                (11)%
 Steel                               242      250               250                          (3)%                 (3)%
 Industrial                          133      167               169                          (21)%                (22)%

 Latin America                       282      329               318                          (14)%                (11)%
 Steel                               205      235               225                          (12)%                (9)%
 Industrial                          77       94                93                           (19)%                (18)%

 India                               218      220               216                          (1)%                 1%
 Steel                               173      180               175                          (4)%                 (2)%
 Industrial                          45       40                40                           12%                  13%

 China & East Asia                   182      192               191                          (5)%                 (5)%
 Steel                               117      121               120                          (3)%                 (2)%
 Industrial                          65       71                71                           (9)%                 (9)%

 Middle East, Türkiye & Africa       149      177               176                          (15)%                (15)%
 Steel                               86       111               110                          (23)%                (22)%
 Industrial                          63       65                66                           (3)%                 (5)%

 Minerals                            44       30                29                           46%                  51%
 Total                               1,677    1,728             1,710                        (3)%                 (2)%

 

New definitions of regional business units

In 2025 the Group has re-organised its regional business units as follows:

i.      created a new 'Middle East, Türkiye and Africa' ("META") region,
with Middle East and Africa business having previously been included within
'India, West Asia and Africa' and Türkiye previously included in 'Europe, CIS
and Türkiye';

ii.     re-named 'India, West Asia and Africa' region to 'India', now
focused solely on business activity in India;

iii.    re-named 'South America' region to 'Latin America'; and

iv.    moved Mexico out of the 'North America' region into 'Latin America'.

The regional financial information presented in this section for H1 2025
including the comparative data for H1 2024 has been prepared according to the
new regional structure adopted in 2025.

 

 

North America

Revenues in North America increased by 18% to €427 million (H1 2024: €363
million) or by 18% in constant currency terms, driven by M&A due to the
addition of Resco from 28 January 2025. Resco contributed €90 million of
incremental revenue whilst the base business reduced by €13 million, a
decline of 4%.

Gross profit increased to €116 million (H1 2024: €99 million) at a margin
of 27.1% (H1 2024: 27.2%), with margins reducing slightly due to higher
production costs. The increase in Gross profit was driven by the acquisition
of Resco which supported an  18% increase in shipped volumes, whilst average
revenue per tonne was stable versus the prior year.

Steel revenues increased by 12% to €322 million (H1 2024: €287 million)
whilst industrial revenues increased by 39% to €105 million (H1 2024: €75
million), reflecting the higher weighting of Resco towards the industrial
business compared to the higher proportion of steel prior to the acquisition.

Steel production in North America remained stable versus H1 2024. One major
producer has announced the planned idling of three plants in H2 2025, balanced
by new startups from ArcelorMittal and Nucor. The takeover of US Steel by
Nippon includes €11 billion of investment in new or upgraded capacity by
2028, which is expected to displace existing production from legacy integrated
mills. During H1 RHI Magnesita increased sales of 'fast to cast' tundish
mixes, gained new market share in thin slab casting and completed a slide gate
conversion at a major customer.

In the industrial business, which is largely dependent on the timing of
capital investments by the Group's customers, uncertainty over the impact of
evolving trade policy led to a number of projects being delayed into H2 2025,
impacting sales in the Non-ferrous metals and Glass product segments.

The integration of Resco is progressing on schedule, with initial synergy
targets already realised in SG&A, procurement and supply chain management.
Safety and environmental upgrades are in process, as well as preparation for
onshoring of certain products currently imported to the US.

The recycling rate in North America increased to 14.8% (H1 2024: 14.4%) and is
expected to increase significantly in future following the agreement of the
joint venture with BPI, Inc. in June 2025 which is expected to be completed in
H2 2025.

The announcement of new tariffs in April 2025 and ongoing negotiations between
the US government and its global trading partners has a number of implications
for the Group's activities in the region. Tariffs applied to raw materials and
other supplies currently imported into the US result in an increase in the
cost of production, which the Group has largely been successful in passing
onto its customers through price increases. In the longer term, tariff
protection for the Group's US based customers is expected to result in
increased volumes of domestic production of key raw materials such as steel,
and in the short term allows the Group's customers to benefit from higher
pricing in the US market.

Downside impacts from increased tariffs for RHI Magnesita are mainly
associated with finished goods currently exported by RHI Magnesita from Europe
and finished goods from Brazil to the US. The US and Europe recently agreed a
15% tariff would apply to goods from Europe. A potential 50% tariff on imports
from Brazil was announced, to take effect from 1 August. This would apply to
finished goods only as raw materials are classified as a critical mineral and
are exempt. Alternative sources for these finished goods would need to be
evaluated, for example on-shore production in the US or European plants at a
15% tariff. Management continue to monitor developments closely and will take
all necessary steps to mitigate such impacts where possible.

Ongoing trade tensions have affected foreign exchange markets and the US
dollar weakened significantly against the Euro during H1 2025, ending the
Period at a rate of 1.18 compared to 1.03 on 31 December 2024, a decline of
15%. Each $0.01 depreciation of the US dollar against the euro is calculated
to impact Group EBITA negatively by approximately €4 million on an
annualised basis.

 

Europe & CIS

Europe & CIS revenues decreased by 10% to €375 million (H1 2024: €417
million) due to a 10% reduction in shipped volumes with stable pricing.

Gross profit reduced by 28% to €66 million (H1 2024: €92 million) as a
change in mix heavily skewed towards lower margin product categories reduced
gross margin to 17.5% from 21.9% in the prior year.

The change in mix was largely caused by a temporary decline in the Industrial
business, with sales volumes decreasing by 17% compared to a decline of 6% for
Steel. Several customers delayed Non-ferrous metals projects into the second
half of 2025 and there was ongoing weakness in Glass.

Steel revenues were relatively stable, reducing by 3% to €242 million (H1
2024: €250 million) as the decline in volumes was partially offset by price
increases. Steel production in the EU reduced by 3.3% with the largest drop in
Germany where steel output fell 11.6%. The outlook for steel production in
Europe has weakened, with customers increasingly focused on cost efficiency
initiatives, divestments and a shift towards premium steel grades.

Green steel projects are in some cases being reviewed in light of lower energy
prices and challenging market conditions. However, new ancillary equipment
contracts related to green steel expansions continue to be awarded.

Industrial revenues fell by 21% to €133 million (H1 2024: €167 million)
reflecting the 17% reduction in shipped volumes and the mix effect of higher
value projects moving into H2. The Cement segment showed relative strength,
supported by volume growth and disciplined pricing behaviour. However, the
Glass market remained under pressure, in particular in construction and
packaging end markets, with customers electing to delay maintenance projects
as a result. Non-ferrous metals experienced weak demand and pricing but the
Group successfully defended its market share and in some cases increased
share, such as in cement refractory mixes and ceramic flue liners.

The most impacted end market was automotive, where production in Europe in
2025 is expected to be as low as levels last seen in 2009 and 2020-22
downturns. The US reintroduced tariffs of 25% on EU steel and aluminium
exports in March, followed by broader measures in April and in June a 50%
tariff on all EU exports, harming the competitiveness of European producers
exporting into US markets. Retaliatory action from the EU disrupted supply
chains, further dampening refractory demand. In the Group's own supply chain,
sourcing of alumina and graphite was shifted away from overseas to EU based
suppliers, as supply certainty was prioritised over cost for certain critical
materials.

In order to address low capacity utilisation and align the production
footprint with longer term expectations for refractory demand in Europe, the
Group announced the closure of two of its plants in Germany in H1 2025,
Mainzlar and Wetro. Further network optimisation in the region and globally
remains under consideration.

Europe achieved a recycling rate of over 22.5% in H1 2025 (H1 2024: 19.7%) as
the MIRECO business model delivered growth in both use of recycled raw
materials and onward sale of secondary raw materials to third parties. New
laser sorting technologies 'Maestro' and 'Raptor' contributed to improved
efficiency and material recovery rates.

 

Latin America

Revenues in Latin America decreased by 14% to €282 million (H1 2024: €329
million) or by 11% in constant currency as sales volumes were stable but
average value per tonne declined by 13% due to a combination of falling prices
and unfavourable product mix, with a lower weighting of high value segments.

Gross profit also reduced by 14% to €81 million (H1 2024: €95 million), in
line with the decline in revenues with a resilient gross margin of 28.8% (H1
2024: 28.9%).

Steel sales volumes increased by 1%, however average price per tonne reduced
by 14% reflecting a changing mix towards lower value product ranges. Gross
margin increased slightly despite the lower pricing due to reduced input
costs.

In H2 2024, Huachipato, the largest steel mill in Chile operated by CAP
closed, demonstrating the impact of increasing quantities of imported steel on
domestic producers in the region. Steel refractory markets in the region are
also increasingly supplied by imports from Asia, driving domestic prices
downwards.

High value Industrial sales volumes declined by 6%, reflecting customer
decisions to delay capital projects into H2, in particular in the case of
greenfield Non-ferrous metals projects, amidst rising uncertainty over trade
policy. Lower value Cement sales increased in weighting whilst sales of
Non-ferrous metals and Glass refractories reduced, leading to a 14% decline in
revenue per tonne sold. Industrial gross margin declined slightly but remained
higher than in Steel.

The new rotary kiln at Brumado continued its ramp up and conducted new product
trials, seeking to maximise the benefit of increased flexibility in product
specifications that the rotary kiln offers.

The recycling rate in Latin America reached 11.2% (H1 2024: 11.7%), with over
20 kt of circular raw materials processed. The Group expanded partnerships
with public sector entities to reduce the quantity of waste send to landfill.

 

India

Revenues in India were broadly in line with the prior year at €218 million
(H1 2024: €220 million) and increased by 1% in constant currency, as the
Indian rupee weakened against the euro. Shipped volumes increased by 7%,
reflecting continued structural growth in end market demand for refractories.
However, average price per tonne decreased by 7% reflecting pricing pressure
from both imports and domestic competitors.

Lower pricing with no accompanying reduction in unit costs impacted margins
significantly and Gross profit reduced by 40% to €28 million (H1 2024: €46
million) at a gross margin of 12.7% (H1 2024: 21.0%).

Price competition is the main issue in the regional steel refractory market,
with significant pricing pressure arising from Chinese producers selling into
the India market and increased output from India based competitors who are
looking to take advantage of strong growth fundamentals but contributing to
over-supply in the short term. Steel producers are increasingly focused on
reducing operating costs, including refractory spend, in response to their own
experience of negative impacts from China steel exports. Increased raw
material costs for alumina and fused magnesia were difficult to pass on to
customers in this context, reducing margins.

The Indian government introduced a 12% 'safeguard' tariff on flat steel
imports to protect domestic producers from 21 April 2025, which is expected to
be beneficial to RHI Magnesita due to its higher market share with these
customers. Steel customers have also responded favourably to RHI Magnesita's
growth strategy in iron-making and DRI refractories resulting in new orders.

Industrial sales volumes increased by 7%, in line with steel and saw an 12%
increase in revenues driven by improved revenue per tonne, as product mix
changes offset similar trends for Cement, Glass and Non-ferrous metal
customers to seek lower priced and lower-performing alternatives. Gross margin
declined significantly in line with reginal gross margin.

 

China & East Asia

Revenues in China & East Asia reduced by 5% to €182 million (H1 2024:
€192 million) as a 5% increase in shipped volumes was more than offset by a
10% decrease in average revenue per tonne.

Gross profit decreased by 21% to €29 million (H1 2024: €37 million) as
lower pricing reduced gross margin to 16.1% (H1 2024: 19.4%) with the majority
of margin weakness occurring in the Steel business.

Steel sales volumes increased by 2% but steel revenue declined by 3% due to
lower pricing, reducing gross margins by approximately 4 ppts. China
experienced strong growth in steel exports in H1 2025 due to weak domestic
demand and ongoing uncertainty in the real estate sector. Steel producers in
other countries in the region including in Japan, South Korea, Taiwan and
Vietnam suffered from oversupply caused by China exports, exacerbated by weak
demand in each of these markets except Vietnam, which reported growth. In the
refractory market, low demand and pricing globally led some Chinese
steelmakers to seek mid-contract price renegotiations. East Asia refractory
markets encountered over-supply from refractory producers exporting surplus
output from China into nearby markets, pushing prices downwards. US import
tariffs placed on Chinese, Japanese, Vietnamese and South Korean steel
producers increased costs for exporters to the US, forcing a pivot towards
selling volumes into Southeast Asia and the Middle East. Despite the weak
market backdrop, RHI Magnesita secured new customer wins for ladle, ISO and
4PRO contracts in China, Japan, Indonesia and Vietnam, contributing to the
increase in volumes.

Industrial sales volumes increased by 11%, however, revenue decreased due to a
sharp fall in pricing that was broadly offset by lower input costs, resulting
in resilient gross margins. Most end markets in the Industrial business saw
reducing demand and customer output, notably in Glass with major oversupply
following a severe contraction in solar project pipelines, 90% below 2024
levels. Cement production in China reduced by 5%, in line with the lowered
outlook for construction activity. Low demand resulted in an increase in price
competition amongst refractory producers, with some competitors offering
unsustainably low pricing in order to keep or win new business. Customers,
also under financial pressure, prioritised short term savings on refractory
spend above quality, performance and long term performance benefits. RHI
Magnesita entered into a new collaboration in the Environment, Energy and
Chemicals product category and sought to develop a 4PRO contract arrangement
with a Glass customer in Thailand.

 

 

Middle East, Türkiye & Africa

Revenues in the Middle East, Türkiye and Africa reduced by 15% to €149
million (H1 2024: €177 million) due to declines in both shipped volumes of
7% and average revenue per tonne of 9%. Gross profit fell by 50% to €24
million (H1 2024: €48 million) and gross margin reduced to 16.1% from 27.2%
in H1 2024.

Steel refractory pricing and volumes in the region came under pressure as
customers de-stocked existing inventories of refractories, reduced demand for
high specification products and sought to increase price competition in tender
processes. Steel sales volumes declined by 9% and average revenue per tonne by
15%. Gross margin in steel declined by over 8 ppts due to increasing input
costs, for example natural gas prices in Türkiye have increased by over 27%
since the start of 2025. Product market gaps exist in the region and are being
targeted, for example RHI Magnesita is under-represented in non-basic
refractories and dolomite mixes despite having a compelling product offering
globally.

The Industrial business in the region was broadly stable, with revenues 3%
lower as volumes declined only slightly by 2% and pricing remained in line
with the prior year. However, gross margin reduced significantly due to
product mix effects. Weakness in demand was most evident in the Glass sector,
in particular in Türkiye. Following the acquisition of Resco, RHI Magnesita
is heavily marketing Resco's leading product range for petrochemical
applications in the Middle East and expects increased sales from H2 2025.
Progress is also expected in building 4PRO relationships with Non-ferrous
metals producers in Africa.

In raw material operations, the Eskisehir mine in Türkiye developed new lower
specification DBM grades to compete on a like for like basis with lower
quality materials sourced from China.

M&A integration work continues at PD Refractories and Seven Refractories,
both of which were well-known names in the region prior to their acquisition
by RHI Magnesita.

 

FINANCIAL REVIEW

 

Reporting approach

The Company uses a number of alternative performance measures (APMs) in
addition to measures reported in accordance with IFRS Accounting Standards as
adopted by the European Union ("IFRS"), which reflect the way in which the
Board and the Executive Management Team assesses the underlying performance of
the business. The Group's results are presented on an "adjusted" basis, using
APMs that are not defined or specified under the requirements of IFRS, but are
derived from the IFRS financial statements. The APMs are used to improve the
comparability of information between reporting periods and to address
investors' requirements for clarity and transparency of the Group's underlying
financial performance. The APMs are used internally in the management of our
business performance, budgeting and forecasting. A reconciliation of key
metrics to the reported financials is presented in the section titled APMs.

All references to comparative 2024 numbers in this review are on a reported
basis, unless stated otherwise. All reported volume changes year-on-year are
excluding mineral sales.

 

Revenue

The Group recorded revenues of €1,677 million, representing a 2% decrease on
a constant currency basis (H1 2024: €1,710 million). On a reported basis,
revenues declined by 3% (H1 2024: €1,728 million), primarily due to the
depreciation of several key currencies against the Euro, including the Chinese
yuan, Brazilian real, and Indian rupee. Foreign exchange movements negatively
impacted revenues in Euro terms by €18 million.

 

                        H1 2025  H1 2024 reported  H1 2024 (constant currency)  Change    Change (constant currency)
 Steel
 Revenue (€m)           1,146    1,185             1,166                        (3)%      (2)%
 Gross profit (€m)      233      268               267                          (13)%     (13)%
 Gross margin           20.3%    22.6%             22.9%                        (230)bps  (260)bps
 Adjusted EBITA (€m)    94       117               120                          (19)%     (22)%
 Adjusted EBITA margin  8.2%     9.9%              10.3%                        (170)bps  (210)bps
 Industrial
 Revenue (€m)           531      543               544                          (2)%      (2)%
 Gross profit (€m)      115      148               152                          (22)%     (24)%
 Gross margin           21.7%    27.3%             27.9%                        (560)bps  (620)bps
 Adjusted EBITA (€m)    47       73                76                           (36)%     (39)%
 Adjusted EBITA margin  8.8%     13.4%             14.0%                        (460)bps  (520)bps

 

Steel revenues decreased to €1,146 million, down 3% on a reported basis (H1
2024: €1,185 million) and 2% on a constant currency basis (H1 2024: €1,166
million), accounting for 68% of Group revenue in the first six months of 2025.
The decrease was primarily driven by a subdued steel market, characterised by
weak demand in the regions Europe & CIS, China & East Asia and Middle
East, Türkiye & Africa and continued pricing pressure. Sales volumes in
the Steel segment increased by 1% including M&A. Excluding M&A Seel
volumes decreased by 1%.

Industrial revenues decreased by 2% to €531 million (H1 2024: €543
million) and by 2% in constant currency terms (H1 2024: €544 million).
Cement & Lime revenues increased by 5% to €197 million (H1 2024: €188
million) primarily driven by higher volume, including in the China & East
Asia region, where stronger repair activity followed deferred maintenance
cycles over the past two years. Non-ferrous metals revenues declined to €99
million (H1 2024: €127 million), reflecting weaker demand from key
industries and the postponement of investment decisions by customers amid
ongoing trade tensions. Revenues in the Process industries business decreased
to €191 million compared to €198 million in the previous reporting Period
due to weak demand the Glass sector in all regions resulting from a
combination of cyclical and structural drivers such as a weak construction and
automotive sector. Industrial revenues include revenues from mineral sales of
€44 million, which were 47% higher than the prior year (H1 2024: €30
million), due to higher sales volumes and comparatively weak market
environment in 2024.

 

Cost of Goods Sold

Cost of Goods Sold increased by 1% to €1,329 million, up from €1,312
million in H1 2024, and by 3% on a constant currency basis.

Excluding Resco, the cost of purchased raw materials declined by 8% to €633
million (H1 2024: €686 million). Plant-related labour costs were up by 5% in
the first six months of 2025, increasing from €258 million to €270
million, mainly due to salary adjustments to offset inflation. Freight costs
decreased by 1%, while energy costs remained flat in H1 2025. Since the
beginning of the year, freight costs have increased significantly due to
geopolitical, economical and operational factors such as port congestion and
operational bottlenecks.

Unit costs in H1 2025 were negatively impacted by low production capacity
utilisation, resulting in under-absorption of fixed costs. Excluding Resco,
expenditure on general supplies, including pallets, packaging, and spare
parts, decreased to €125 million, compared to €133 million in H1 2024.

 

Raw material prices

Average raw material prices were lower in H1 2025 compared with H1 2024, with
the price of high-grade dead burned magnesia (DBM) from China declining by 4%.
This decrease was primarily driven by oversupply and reduced global demand for
refractories. Lower raw material prices typically lead to reduced finished
goods pricing for refractories worldwide, as production costs fall for
non-vertically integrated competitors.

In contrast, fused alumina, another key raw material used in refractory
production, recorded a 32% price increase in 2024, with a notable spike
towards the end of 2024. This was driven by tight bauxite supply in China and
elevated alumina demand from the aluminium industry. The combination of higher
fused alumina prices and increased freight costs towards the end of 2024
contributed to a rise in the Group's Cost of Goods Sold in the first quarter
of 2025, which in turn impacted the Group's margin in the reporting Period.
Since peaking in December 2024, prices for fused magnesia have declined by
18%, returning to levels last seen in mid-2024.

 

Gross profit

Gross profit decreased to €348 million (H1 2024: €416 million), primarily
due to pricing, fewer Industrial projects in the mix, lower plant capacity
utilisation resulting in reduced fixed cost absorption, and higher raw
material prices for inputs not covered by the Group's vertical integration,
such as fused alumina, particularly in the first quarter of 2025. As a result,
gross margin declined to 20.8% from 24.1% in H1 2024.

In the Steel segment, Gross profit declined to €233 million (H1 2024: €268
million). The primary driver of this reduction was competitive pricing
pressure in India and the Middle East, Türkiye & Africa regions, which
were affected by elevated levels of imports from China. The Industrial
division also recorded a decline, with Gross profit down to €115 million (H1
2024: €148 million) and a margin of 21.8% compared to 27.3% in the
prior-year Period. This was mainly due to an unfavourable product mix, with
fewer sales of high margin products.

 

 (€m)                        H1 2025  H1 2024 reported  H1 2024 (constant currency)  Change  Change (constant currency)
 Revenue                     1,677    1,728             1,710                        (3)%    (2)%
 Cost of goods sold          (1,329)  (1,312)           (1,291)                      1%      3%
 Gross profit                348      416               419                          (16)%   (17)%
 SG&A                        (212)    (222)             (218)                        (4)%    (3)%
 R&D expenses                (21)     (23)              (22)                         (9)%    (7)%
 OIE                         (54)     (16)              (17)                         230%    211%
 EBIT                        61       155               161                          (60)%   (62)%
 Amortisation                (26)     (19)              (18)                         36%     39%
 EBITA                       87       174               180                          (50)%   (52)%
 Adjusted items              54       16                17                           232%    212%
 Adjusted EBITA              141      190               197                          (26)%   (28)%
 Refractory EBITA            122      176               -                            (31)%   -
 Vertical integration EBITA  19       14                -                            36%     -

 

Selling, general and administrative expenses ("SG&A"), excluding
R&D-related costs, totalled €212 million in H1 2025, a 4% decrease
compared to the previous reporting Period (H1 2024: €222 million) despite
inflationary pressure on labour costs across all regions. The cost reduction
reflects lower bonus provisions and management cost mitigation actions with
additional savings weighted to the second half of the year. The reduction in
SG&A costs was partially offset by increased expenses associated with the
Resco acquisition.

Other income and expenses amounted to €54 million in H1 2025 (H1 2024: €16
million), including restructuring, M&A,  digital upgrade and network
optimisation expenses.

Depreciation increased by 3% to €70 million (H1 2024: €68 million). Full
year depreciation for 2025 is expected to be approximately €140 million.

 

Adjusted EBITDA

The Group recorded Adjusted EBITDA of €211 million, an 18% decrease compared
to the previous reporting Period (H1 2024: €258 million). The Adjusted
EBITDA margin declined to 12.6% (H1 2024: 14.9%), a reduction of 230 basis
points. This reflects lower Gross profit, which could not be fully offset by
reduced SG&A and R&D expenses during the reporting Period. On a
constant currency basis, the Adjusted EBITDA margin decreased by 270 basis
points.

 

Adjusted EBITA

Adjusted EBITA decreased to €141 million, down from €190 million in H1
2024, in line with the decline in Adjusted EBITDA. Resco contributed €11
million in the first half of 2025. The Groups Adjusted EBITA margin reduced to
8.4%   (H1 2024: 11.0%), reflecting a weaker sales mix, lower pricing, and a
record-low vertical integration margin.

Vertical integration contributed 1.1 ppts of the total Adjusted EBITA margin
of 8.4%, comparable to the 0.8ppts contribution from vertical integration in
H1 2024 and still close to record lows due to persistently low prices for
refractory raw materials. Lower raw material prices negatively impact the
calculation of the contribution from the Group's raw material assets, which is
based on the theoretical cost of acquiring those raw materials in the open
market. The Group continues to expect a contribution of 2.5 ppts to 3.5 ppts
from its vertical integration over the longer term due to the competitive cost
position of its raw material assets.

The Group's refractory business contributed a historic low of 7.3 ppts towards
the total Adjusted EBITA margin of 8.4%, as realised prices fell significantly
on a fixed cost base and due to an unfavourable product mix as higher value
industrial business was deferred into H2 2025.

Adjusted EBITA and Adjusted EBITDA both exclude €54 million in items
classified as "Items excluded from adjusted performance" (H1 2024: €16
million). These include restructuring costs, M&A-related expenses, digital
upgrade expenses and other non-recurring items, as detailed in the section
"Items excluded from adjusted performance" below.

Adjusted EBITA in 2025 is now expected to be between €370 and €390 million
at an average margin for the full year of approximately 10.5 - 11.0% with raw
material contribution of 1.0 ppt.

 

Net finance expenses

Net finance expenses increased to €47 million (H1 2024: €12 million). Net
financial expenses includes interest payable on borrowings, net of interest
income on cash balances, as well as foreign exchange gains and losses,
pension-related expenses, present value adjustments, factoring costs, and
non-controlling interest expenses.

Net interest expenses increased to €22 million (H1 2024: €19 million),
primarily due to a decline in interest income on cash balances, which
decreased to €7 million (H1 2024: €14 million).

Foreign exchange losses of €13 million were recorded in the first six months
of 2025, compared to foreign exchange gains of €14 million in H1 2024. This
shift was primarily driven by the depreciation of key currencies, including
the US dollar and Indian rupee.

Other net financial expenses totalled €12 million (H1 2024: €8 million),
comprising factoring costs of €5 million (H1 2024: €5 million), pension
charges of €5 million (H1 2024: €4 million), and present value adjustments
of €(1) million (H1 2024: €0 million).

 

 (€m)                                H1 2025   H1 2024
 Net interest expenses              (22)       (19)
 Interest income                    7          14
 Interest expenses                  (29)       (32)
 FX effects                         (13)       14
 Balance sheet translation          (27)       23
 Derivatives                        14         (9)
 Other net financial expenses       (12)       (8)
 Present value adjustment           (1)        -
 Factoring costs                    (5)        (5)
 Pension charges                    (5)        (4)
 Non-controlling interest expenses  (2)        (3)
 Capitalization of borrowing costs  -          2
 Other                              1          4
 Total net finance expenses         (47)       (12)

 

Items excluded from adjusted performance

In order to accurately assess the underlying performance of the business, the
Group excludes certain items from Adjusted EBITA related to other income and
expenses of € 54 million, including:

·    €(25) million in restructuring expenses related to plant closures
in Mainzlar and Wetro

·    €(23) million in expenses for the digital architecture update and
ERP system upgrade

·    €(8) million in restructuring and project costs for the Group's
shared service centre network

·    €(7) million in expenses related to M&A activities

·    €(2) million in other expenses

·    €11 million other income resulting from property sales and
successful litigation outcome in Brazil

 

Taxation

Total tax for H1 2025 in the income statement amounted to €3 million (H1
2024: €32 million), representing a 23% reported effective tax rate (H1 2024:
22%).

Reported profit before tax amounted to €14 million (H1 2024: €143
million). Adjusted profit before tax amounted to €90 million (H1 2024:
€173 million), with an adjusted effective tax rate of 23% (H1 2024: 24%).
Adjusted items include non-taxable IFRS income related to put option
valuation, non-capitalisable losses due to restructuring projects, and
non-deductible M&A-related expenses.

 

Profit after tax

On a reported basis the Group recorded profit after tax of €11 million (H1
2024: €111 million), profit attributable to shareholders of RHIM N.V. of
€7 million (H1 2024: €102 million) and earnings per share of €0.15 (H1
2024: €2.15).

Adjusted profit after tax decreased to €69 million (H1 2024: €131 million)
and Adjusted earnings per share was €1.37 (H1 2024: €2.59). A full
reconciliation of EBITA to EPS and Adjusted EBITA to Adjusted EPS can be found
in the table in the APMs section.

Profit attributable to shareholders is stated after non-controlling interests
of €4 million (H1 2024: €9 million). The Group, holding a majority stake
of 56% in RHI Magnesita India Ltd., attributes most of its non-controlling
interests to the earnings consolidated from this subsidiary.

Guidance for non-controlling interest expense in 2025 is maintained at
approximately €15 million.

 

 (€m)                                 H1 2025 reported  Items excluded from adjusted performance  H1 2025 adjusted  H1 2024 reported  Items excluded from adjusted performance  H1 2024 adjusted
 EBITA                                87                54                                        141               174               16                                        190
 Amortisation                         (26)              26                                        -                 (19)              19                                        -
 Net financial expenses               (47)              (4)                                       (51)              (12)              (5)                                       (17)
 Profit before tax                    14                76                                        90                143               30                                        173
 Income tax                           (3)               (18)                                      (21)              (32)              (10)                                      (42)
 Profit after tax                     11                58                                        69                111               20                                        131
 Non-controlling interest             4                 -                                         4                 9                 -                                         9
 Profit attributable to shareholders  7                 58                                        65                102               -                                         122
 Shares outstanding (in million)      47                -                                         47                47                -                                         47
 Earnings per share                   0.15              1.23                                      1.37              2.15              0.43                                      2.59

 

Working capital

Working capital excluding Resco decreased to €765 million (30 June 2024:
€894 million) despite inventory build-up in preparation to meet higher
customer demand for the second half of the year. Including additional working
capital resulting from M&A completed in 2025, total working capital
amounted to €800 million.

Working capital intensity excluding M&A, measured as a percentage of
annualised revenue over the last three months, decreased to 23.9% (30 June
2024 excluding M&A: 24.3%). Excluding M&A, accounts receivable
intensity increased to 12.0% (30 June 2024 excluding M&A: 10.8%), accounts
payable intensity increased to 17.6% (30 June 2024 excluding M&A: 14.7%)
and inventory intensity increased to 29.5% (30 June 2024 excluding M&A:
28.2%). Including the impact of M&A, overall working capital intensity
decreased to 23.4% (30 June 2024: 25.3%).

Inventories excluding M&A increased to €944 million (30 June 2024
excluding M&A: €869 million) primarily due to inventory build-up in
preparation for a stronger second-half business weighting. Including M&A,
inventories stood at €987 million (30 June 2024: €997 million) with demand
coverage ratios at targeted levels.

Accounts receivable excluding M&A increased to €385 million (30 June
2024 excluding M&A: €332 million). Accounts receivable is calculated as
trade receivables excluding factoring plus contract assets less contract
liabilities and downpayments received. A full reconciliation is provided in
the APMs section. Including M&A, accounts receivable decreased to €399
million (30 June 2024: €422 million).

Accounts payable excluding M&A increased to €564 million (30 June 2024
excluding M&A: €453 million) due to extended payment terms. Including
M&A, accounts payable increased to €586 million (30 June 2024: €525
million).

Working capital financing, used to provide low-cost liquidity and support the
Group's commercial offering to customers, amounted to €302 million on 30
June 2025 (30 June 2024: €289 million). This comprised €254 million of
accounts receivable financing (factoring) (30 June 2024: € 244 million) and
€48 million of accounts payable financing (forfaiting) (30 June 2024: € 44
million). Working capital financing levels vary according to business
activity, and the Board has set an internal limit of €320 million on its
use.

Working capital intensity is targeted to be approximately 24% in 2025.

 

Acquisitions

RHI Magnesita completed the planned €390 million acquisition of Resco in
January 2025, a significant strategic milestone in strengthening RHI
Magnesita's presence in the North American market. Cash consideration paid for
Resco amounted to $283 million (€271 million) after adjusting for assumed
borrowings and liabilities and other related adjustments. For further details
of cash consideration paid and other cash outflows see Note 18 to the
Financial Statements. The integration of Resco is progressing well and trading
in the US domestic market has been resilient, with revenue of €90 million
and Adjusted EBITA of €11 million contributed during the half year Period,
from five months of consolidated trading.

In June 2025 the Group agreed a recycling joint venture in the US with BPI,
Inc.. RHI Magnesita will take a 51% stake in BPI's recycling plant network of
seven locations across North America. The joint venture agreement is expected
to be completed in H2 2025.

 

Cash flow

Adjusted operating cash flow decreased to €175 million (H1 2024: €221
million), representing a cash flow conversion from Adjusted EBITA of 124% (H1
2024: 116%). This decline primarily reflects a €47 million reduction in
Adjusted EBITDA compared to the prior-year Period (H1 2024: €258 million),
partially offset by lower capital expenditure of €45  million (H1 2024:
€68 million). Free cash flow decreased to €70 million (H1 2024: €136
million).

Cash income tax payments decreased to €33 million (H1 2024: €36 million),
while net interest paid comprises interest paid on borrowings and leases as
well as interest received  decreased to €39 million (H1 2024: €46
million). Cash dividends paid during the first six months of 2025 totalled to
€57 million, slightly down from €59 million in the prior-year Period.

 Cash flow €m                                               H1 2025  H1 2024
 Adjusted EBITDA                                            211      258
 Share based payments - gross non-cash                      1        5
 Working capital changes                                    57       86
 Changes in other assets and liabilities                    (49)     (60)
 Investments in PPE, IA                                     (45)     (68)
 Adjusted operating cash flow                               175      221
 Income taxes paid                                          (33)     (36)
 Cash effects of other income/expenses and restructuring    (41)     (17)
 Investments in financial assets                            -        (21)
 Cash inflows from the sale of PPE, IA                      4        8
 Cash inflows from the sale of financial assets             -        16
 Investment subsidies received                              -        2
 Net interest paid                                          (39)     (46)
 Interest rate derivative cash inflow/(outflow)             4        10
 Dividend payments to NCI                                   -        (1)
 Free cash flow                                             70       136
 Investments in subsidiaries net of cash acquired           (346)    (41)
 Cash inflow from matured derivative financial instruments  13
 Investments in NCI                                         (2)      (3)
 Dividend payments                                          (57)     (59)
 Cash change in net debt                                    (322)    33
 Debt from acquisitions                                     (4)      -
 New lease obligations                                      (3)      (7)
 Exchange effects                                           (2)      4
 Actual change in net debt                                  (332)    31

 

 

Financial position

Net debt increased to €1,583 million (31 December 2024: €1,251 million),
comprising total debt of €1,841 million, leases of €69 million and cash,
cash equivalents and marketable securities of €327 million.

Total leases of €69 million (31 December 2024: €77 million) are included
in the Group's Net debt position as required by IFRS 16.

The Group's leverage ratio stood at 3.1x Net debt to Pro Forma Adjusted
EBITDA, compared to 2.3x as at 31 December 2024.

Available liquidity at 30 June 2025 was €927 million (31 December 2024:
 €1,376 million), comprising undrawn committed, facilities of €600
million and cash and cash equivalents of €327 million.

Out of the total gross debt of €1,841million (31 December 2024:  €1,750
million), 96% is denominated in euro. The floating to fixed ratio of the gross
debt is 31% floating to 69% fixed and the weighted average cost of debt as of
30 June 2025 was 3.09%, including swaps.

In April and May 2025, the Group successfully refinanced a €150 million
bilateral term loan maturing in May 2025 and a €50 million bilateral term
loan maturing in 2026. These were replaced with a €100 million bilateral
term loan maturing in 2029 and a $50 million bilateral term loan maturing in
2030, respectively. An additional €50 million was repaid using excess cash
to optimise the Group's capital structure and liquidity position. These
transactions strengthen the Group's funding structure and maturity profile
ahead of upcoming maturities from 2026 onwards.

The Group seeks to maintain the ratio of Net debt to Pro Forma Adjusted EBITDA
within a guided range of 2.0-2.5x or above for periods of compelling M&A.
Gearing is expected to reduce to around 2.8x by the end of 2025.

 

Return on invested capital

ROIC is used to assess the Group's efficiency in executing its capital
allocation strategy, which is aimed at enabling organic growth, disciplined
M&A and shareholder returns. ROIC is an APM, see the APM section for full
details of how ROIC reconciles to IFRS metrics.

Under the APM definition, ROIC was 5.5% in H1 2025 (H1 2024: 8.8%) based on
average invested capital of €3,077 million (H1 2024: €3,089 million) and
NOPAT of €82 million (H1 2024: €136 million). ROIC generated by the
Group's raw material assets was 4.2% (H1 2024: 2.6%) and ROIC from the
refractory business was 5.7% (H1 2024: 10.0%). The main drivers of the
decrease in ROIC were the significant fall in NOPAT due to temporarily lower
margins.

 

PRINCIPAL RISKS AND UNCERTAINTIES

The Group has an established risk management process based on a formally
approved framework including standardised risk assessments aimed at
systematically identifying and assessing risks and uncertainties amongst the
functional and operational areas of RHI Magnesita Regions and Group.

Material and high risks with potentially significant impacts on the Group, its
results or its ability to achieve its strategic objectives are discussed with
Senior Leaders, the Executive Management Team and reviewed regularly by the
Board. The risks considered by the Board to be the principal risks were
presented in the 2024 Annual Report, which is available on the Group's website
at www.rhimagnesita.com.

As part of the Group's risk monitoring processes, the Board has assessed the
broader internal and external risk environment and updated the principal risks
and uncertainties and have determined that those ten risks reported in the
2024 Annual Report remain relevant for the remaining half of the 2025
financial year. In addition to the principal risks, emerging risks were
considered and evaluated.

The risk scoring of five of the principal risks have changed compared to H2
2024 as highlighted in the summary table below.

Compared to H2 2024, the overall risk landscape of RHI Magnesita has become
increasingly more challenging, primarily due to macroeconomic factors impacted
by the weakness and volatility of the external market environment. Further
impacts have been experienced in the ability to increase prices to offset
margin erosion. The risk to "Ability to strategically price and deliver price
increases" was added as a principal risk.

The risks may occur independently from each other or in combination. If they
occur in combination, their impact may be reinforced. The Group might be
facing other risks than the ones mentioned here, some of them being currently
unknown or not considered to be material. The updated, comprehensive analysis
of the principal risks and emerging risks faced by RHI Magnesita will be
included in the 2025 Annual Report.

 

 Principal risk                                                                 Change in risk level  Change description
 1 - Macroeconomic environment and geopolitical risk                            Increased             The risk has increased due to the high volatility in the market driven by

                                                                                                    trade compliance policies and geopolitical instability. This has led to
                                                                                                      material changes in currency risk exposure and an adverse financial impact for
                                                                                                      RHI Magnesita. The risk has further increased due to low-cost externally
                                                                                                      sourced raw materials compared to own sourced raw materials.
 2 - Inability to execute key strategic initiatives                             Increased             While key strategic initiatives remain on track to deliver long-term benefits,

                                                                                                    the risk level of constrained capital allocation has increased due to the
                                                                                                      deteriorating leverage ratios. This development is primarily driven by
                                                                                                      increased debt due to the acquisition of Resco, and weaker earnings.
                                                                                                      Management have implemented corrective plans to address this risk.
 3 - Significant changes in the competitive environment or speed of disruptive  Increased             China's evolving export strategy of finished goods at low cost is increasing
 innovation                                                                                           competitive pressure on key RHI Magnesita markets, particularly in India and

                                                                                                    Latin America.

 4 - Reliability of the                                                         Unchanged

end-to-end value chain

 5 - Sustainability - Environmental and climate risks                           Decreased             The risk remains a high focus area for RHI Magnesita mainly driven by the
                                                                                                      targets and aims for decarbonisation.

                                                                                                      The current risk score has decreased due to the effective short to mid-term
                                                                                                      delivery of Sustainability improvements and the assessment of RHI Magnesita
                                                                                                      readiness for longer term challenges regarding this risk.
 6 - Sustainability                                                             Unchanged

Health and safety risks
 7 - Regulatory and compliance risks (excluding Trade Compliance)               Unchanged
 8 - Cyber and information security risk                                        Unchanged

 9 - Trade Compliance                                                           Unchanged

 10 - Organizational capacity to execute strategy, incl. company cultural       Increased             The risk has increased due to the highly dynamic and volatile external market
 values                                                                                               environment, and number of simultaneous operational priorities. As a result,

                                                                                                    the risk of limited capacity levels potentially constraining the Company's
                                                                                                      ability to execute strategic priorities is observed.

 11 - Ability to strategically price and deliver price increases                New                   The Company has observed a risk in the ability to react to demand volatility

                                                                                                    and balance customer price levels. Therefore, this risk has been identified as
                                                                                                      a distinct principal risk and given increased focus by management.

 

 

GOING CONCERN

In considering the appropriateness of adopting the going concern basis in
preparing the Interim Financial Statements, the Directors have assessed the
potential cash generation of the Group and considered downside scenarios that
model different degrees of potential economic downturn, using the same model
performed for the viability assessment disclosed in the latest Annual Report.
This assessment covers at least 12 months from the date of approval of the
Interim Financial Statements.

The scenarios considered by the Directors include a severe but plausible
downside and a reverse stress test which determines the level of EBITDA that
could breach the debt covenant of the Group's principal borrowing facilities.
At present management is increasing prices, reducing fixed costs and SG&A,
as well as reducing working capital and capital expenditure to mitigate this
risk. Further mitigating actions within management control which would be
undertaken in such scenarios, include but are not limited to: deeper focus on
the current reduction drivers, seeking a debt covenant waiver and reducing or
cancelling the dividend, but these were not incorporated in the downside
modelling.

The Directors have also considered the Group's current liquidity, available
facilities and debt covenant coverage. As of 30 June 2025, the Condensed
Consolidated Statement of Financial Position reflects cash and cash
equivalents of €317 million (31.12.2024: €576 million). In addition, the
Group has access to a €600 million (31.12.2024: €600 million) Revolving
Credit Facility (RCF), which is currently undrawn. In the first half of 2025
and in 2024, the Group complied with the debt covenant of the Group's
principal borrowing facilities (refer to Note (11)).

Based on the scenarios assessed and taking into account liquidity, available
resources and before the inclusion of all mitigating actions, the Directors
consider it is appropriate to continue to adopt the going concern basis in
preparing the Interim Financial Statements for the period ended 30 June 2025.

 

ALTERNATIVE PERFORMANCE MEASURES (APMs)

Definitions of APMs used by the Group are set out below. The purpose and
usefulness of each APM and a reconciliation to the nearest IFRS equivalent
measure, or a reference to a reconciliation appearing elsewhere in this
document. In general, APMs are presented externally to meet investor and
analyst requirements for clarity and transparency of the Group's underlying
financial performance. APMs are also used internally in the management of the
Group's business performance, budgeting and forecasting. APMs are non-IFRS
measures which enable investors and other readers to review alternative
measurements of financial performance, but they should not be used in
isolation from the main financial statements. Commentary within the Annual
Report, including the Financial Review, the Consolidated Financial Statements
and the accompanying notes, should be referred to in order to fully appreciate
all the factors and context affecting the Group's financial performance.
Readers are strongly encouraged not to rely on any single financial measure
and to carefully review the Group's reporting in its entirety.

Performance APMs

Adjusted EBITDA

Adjusted EBITDA is a key non-IFRS measure that the Executive Management Team
(EMT) and Directors use internally to assess the underlying financial
performance of the Group and is viewed as relevant to capital intensive
industries. The ratio of Net Debt to Adjusted EBITDA is used as a measure of
financial gearing.

Adjusted EBITDA is defined as EBIT, as presented in the Condensed Consolidated
Statement of Profit or Loss, before amortisation, depreciation, and Excluded
Items (see definition below).

Pro Forma Adjusted EBITDA

Pro Forma Adjusted EBITDA is used to assess financial gearing and includes a
full year of Adjusted EBITDA contribution from businesses acquired during the
year.

Adjusted EBITA

Adjusted EBITA is a key non-IFRS measure that the EMT and Directors use
internally to assess the underlying performance of the Group.

Adjusted EBITA is determined consistently with Adjusted EBITDA, but includes
depreciation expense of property, plant and equipment to reflect the wear and
tear cost and future replacement of productive assets.

Adjusted EPS

Adjusted EPS is a key non-IFRS measure and one of the Group's KPIs. Adjusted
EPS is used to assess the Group's underlying operational performance, post tax
and non-controlling interests on a per share basis.

This measure is based on Adjusted EBITA after finance income and expenses,
taxes, share of profit or loss from associates and joint ventures and
non-controlling interest. Share of profit or loss from associates and joint
ventures is adjusted to exclude impairments and gains or losses recognised on
disposals.

Adjusted EPS excludes finance income and expenses and certain foreign exchange
effects, that are not directly related to operational performance. This
includes the non-cash present value adjustments for the Oberhausen provision.

Taxes are calculated by applying the effective tax rate normalised for
restructuring expenses and impairments.

Excluded items

Items that are excluded (Excluded Items) in arriving at the Group's Adjusted
measures of Adjusted EBITA, EBITDA and EPS include:

Other income, other expenses and restructuring expenses as reflected on the
Consolidated Statement of Profit or Loss as well as gains and losses within
interest income, interest expenses and other net financial expenses that are
non-recurring in nature and not reflective of the underlying operational
performance of the business. Excluded items include restructuring related
provisions, costs in relation to corporate transactions and other
non-recurring costs. The tax impacts of the above Excluded Items are also
adjusted for.

Cash flow performance measures

Adjusted operating cash flow and Free cash flow

Adjusted operating cash flow is a key non-IFRS measure used by the EMT and the
Directors to reflect the operational cash generation capacity of the Group
before the cash impacts of Excluded Items (see definition above).

Adjusted operating cash flow is defined as Adjusted EBITDA adjusted for
working capital items, changes in other assets and liabilities and capital
expenditure and other non-cash items, such as share based payments. This APM
is reconciled to Net Cash flow from operating activities as follows:

 €m                                                H1 2025  H1 2024
 Adjusted operating cash flow (APM)                175      221
 Capital expenditure(1)                            45       68
 Income Taxes paid(1)                              (33)     (36)
 Other income/expenses and restructuring items(2)  (41)     (17)
 Net cash flow from operating activities(1)        146      236

1.         As reflected in the Condensed Consolidated Statement of
Cash Flows

2.         Net cash impact of adjusting Other income, Other expenses
and Restructuring

 

Free cash flow is determined from the IFRS measures of Net cash flow from
operating activities, net cash used in investing activities and net cash (used
in)/provided by financing activities and excludes the cash impacts of
purchases and disposals of business and subsidiaries, dividends paid to equity
shareholders of the Group, share capital transactions with shareholders,
proceeds and repayment of borrowings and current borrowings and repayment of
leases.

Free cash flow is reconciled to Cash changes in Net debt in the table in the
Cash flow and working capital section. Cash changes in Net debt is reconciled
to Change in cash and cash equivalents in the Net Debt APM reconciliation.

Balance sheet

Liquidity

Liquidity comprises cash and cash equivalents, short term marketable
securities and undrawn committed credit facilities.

 

 €m                            H1 2025  H1 2024
 Cash and cash equivalents(1)  327      605
 Revolving credit facility     600      600
 Syndicated term loan                   200
 Liquidity                     927      1,405

1.         As reflected in the Condensed Consolidated Statement of
Financial Position including €10 million of short term marketable
securities.

 

Net Debt

Net Debt is the excess of current and non-current borrowings, associated debt
derivatives for which hedge accounting is applied and lease liabilities over
cash and cash equivalents and short-term marketable securities. The Board uses
this measure for the purpose of capital management. A reconciliation of Net
Debt is included in Note 11 to the Condensed Consolidated Interim Financial
Statements.

 

 €m                                            H1 2025  H1 2024
 Cash changes in Net debt                      (322)    33
 Proceeds from borrowings(1)                   346      13
 Repayment of borrowings(1)                    (240)    (109)
 Change in current borrowings(1)               (12)     (42)
 Repayment of lease obligations(1)             (9)      (10)
 Cash outflow/inflow from financial assets(1)  (10)     12
 Change in cash and cash equivalents(1)        (247)    (103)

1.         As reflected in the Condensed Consolidated Statement of
Cash Flows

 

Working capital

Working capital consists of inventories plus trade receivables and other
receivables minus trade payables and other payables. Working capital intensity
provides a measure of how efficient the Company is in managing operating cash
conversion cycles. It is measured as Working capital divided by trailing
three-month revenues (annualised) and is expressed as a percentage.

 

 €m                              H1 2025  H1 2024
 Inventories (Note 9)            986      997

 Trade receivables (Note 10)     449      475
 Contract assets (Note 10)       4        2
 Contract liabilities (Note 14)  (53)     (55)
 Accounts receivable             400      422

 Trade payables (Note 14)        (586)    (525)

 Total working capital           800      894

1.         As reflected in the Condensed Consolidated Statement of
Financial Position

 

Return on invested capital (ROIC)

ROIC reflects the annualised return on invested capital of the Group. The
Group has amended its definition of ROIC to use Average Invested Capital,
being the average of the level of Invested Capital at the beginning and end of
the financial year. ROIC is calculated as NOPAT (net operating profit after
tax) divided by average invested capital of the year.

 

 €m                                               H1 2025  H1 2024
 Revenue(1)                                       1,677    1,728
 Cost of sales(1)                                 (1,329)  (1,312)
 Selling and marketing expenses(1)                (78)     (65)
 General and administrative expenses(1)           (134)    (180)
 Income taxes paid(2)                             (33)     (36)
 NOPAT                                            82       136

 €m                                               H12025   H12024
 Goodwill(3)                                      427      348
 Other intangible assets(3)                       550      443
 Property, plant and equipment(3)                 1,250    1,322
 Investments in joint ventures and associates(3)  6        6
 Other non-current assets(3)                      30       66
 Deferred tax assets(3)                           172      148
 Inventories(3)                                   986      997
 Trade and other receivables(3)                   592      611
 Income tax receivables(3)                        42       39
 Deferred tax liabilities(3)                      (90)     (61)
 Trade and other current liabilities(3)           (803)    (788)
 Income tax liabilities(3)                        (29)     (44)
 Current provisions(3)                            (59)     (30)
 Invested capital                                 3,075    3,056

 Average invested capital                         3,020    3,089
 Return on invested capital(4)                    5.5%     8.8%

1.         As reflected in the Condensed Consolidated Statement of
Profit and Loss

2.         As reflected in the Condensed Consolidated Statement of
Cash Flows

3.         As reflected in the Condensed Consolidated Statement of
Financial Position

4.         NOPAT divided by average invested capital of the year.

 

GLOSSARY

 BPI       Recycling joint venture in the US
 CIS       Commonwealth Of Independent States
 CO2       Carbon dioxide
 CoGS      Cost of Goods Sold
 CSRD      Corporate Sustainability Reporting Directive
 DBM       Dead Burned Magnesia
 DRI       Direct Reduced Iron
 EBIT      Earnings Before Interest and Taxes
 EBITA     Earnings Before Interest, Taxes and Amortisation
 EBITDA    Earnings Before Interest, Taxes, Depreciation and Amortisation
 EMT       Executive Management Team
 EPS       Earnings Per Share
 ERP       Enterprise Resource Planning
 EU        European Union
 FX        Foreign Exchange
 IAS       International Accounting Standards
 IASB      International Accounting Standards Board
 IFRS      IFRS Accounting Standards
 LATAM     Latin America
 LTIF      Lost Time Injury Frequency
 LTIP      Long-Term Incentive Plan
 M&A       Mergers & Acquisitions
 META      Middle East, Türkiye and Africa
 N.V.      Naamloze Vennootschap (public limited liability company)
 NAM       North America
 NFM       Non-ferrous metals
 NOPAT     Net Operating Profit After Tax
 OCF       Operating Cash Flow
 OIE       Other Income and Expenses
 PPE       Property, Plants & Equipment / Personal Protective Equipment
 ppts      Percentage points
 Resco     A group of companies carrying out the manufacturing and sale of refractory
           products in the US, UK and Canada, previously owned by Balmoral Refractories
           Holdings, Inc.
 RFC       Revolving Credit Facility
 ROIC      Return On Invested Capital
 SAM       South America
 SG&A      Selling, General and Administrative Expenses
 TRIF      Total Recordable Injury Frequency
 UK        United Kingdom
 US        United States

 

 

 Condensed Consolidated Interim Financial Statements as at 30.06.2025

 

 

Condensed Consolidated Statement of Profit or Loss
 for the six months ended 30 June 2025
 in € million for the six months ended 30 June     Note  2025     2024
 Revenue                                           (3)   1,677    1,728
 Cost of sales                                           (1,329)  (1,312)
 Gross profit                                            348      416
 Selling and marketing expenses                          (78)     (64)
 General and administrative expenses                     (155)    (180)
 Restructuring                                           (30)     1
 Other income                                            17       18
 Other expenses                                          (41)     (36)
 EBIT                                                    61       155
 Interest income                                         7        14
 Interest expenses on borrowings                         (29)     (32)
 Net (expense)/income on foreign exchange effects  (4)   (13)     14
 Other net financial expenses                      (5)   (12)     (8)
 Net finance costs                                       (47)     (12)
 Profit before income tax                                14       143
 Income tax                                        (6)   (3)      (32)
 Profit after income tax                                 11       111
 RHI Magnesita N.V. shareholders                         7        102
 Non-controlling interests                               4        9

 in €
 Earnings per share - basic                              0.15     2.15
 Earnings per share - diluted                            0.14     2.10

 

 

Condensed Consolidated Statement of Comprehensive Income
 for the six months ended 30 June 2025
 in € million for the six months ended 30 June                       Note  2025   2024
 Profit after income tax                                                   11     111

 Currency translation differences
 Unrealised results from currency translation                              (162)  (37)
 Deferred taxes thereon                                                    (1)    10
 Reclassification to profit or loss                                        0      (8)
 Cash flow hedges and costs of hedging
 Unrealised fair value changes                                             (21)   24
 Reclassification to profit or loss                                        (4)    (10)
 Deferred taxes thereon                                                    6      (4)
 Remeasurement of investments in debt instruments
 Unrealised fair value changes                                             0      (6)
 Reclassification to profit or loss                                        0      6
 Items that may be reclassified to profit or loss in later periods         (182)  (25)

 Remeasurement of defined benefit plans
 Remeasurement of defined benefit plans                                    0      16
 Deferred taxes thereon                                                    0      (4)
 Items that are not reclassified to profit or loss in later periods        0      12

 Other comprehensive (loss) after income tax                               (182)  (13)

 Total comprehensive (loss)/income                                         (171)  98
 RHI Magnesita N.V. shareholders                                           (155)  82
 Non-controlling interests                                                 (16)   16

 

 

 

Condensed Consolidated Statement of Financial Position
 as at 30 June 2025
 in € million                                               Note          30.06.2025  31.12.2024
 ASSETS
 Non-current assets
 Goodwill                                                                 427         342
 Other intangible assets                                                  550         417
 Property, plant and equipment                              (8)           1,250       1,285
 Investments in joint ventures and associates                             6           7
 Other financial assets                                                   35          42
 Other assets                                                             30          76
 Deferred tax assets                                                      172         152
                                                                          2,470       2,321
 Current assets
 Inventories                                                (9)           986         962
 Trade and other receivables                                (10)          592         660
 Income tax receivables                                                   42          40
 Other financial assets                                                   11          17
 Cash and cash equivalents                                                317         576
                                                                          1,948       2,255
                                                                          4,418       4,576

 EQUITY AND LIABILITIES
 Equity
 Share capital                                                            50          50
 Group reserves                                                           941         1,152
 Equity attributable to shareholders of RHI Magnesita N.V.                991         1,202
 Non-controlling interests                                                152         170
                                                                          1,143       1,372
 Non-current liabilities
 Borrowings                                                 (11)          1,670       1,474
 Other financial liabilities                                              101         112
 Deferred tax liabilities                                                 90          64
 Net employee defined benefit liabilities                   (12)          250         257
 Provisions                                                               66          71
 Other liabilities                                                        7           8
                                                                          2,184       1,986
 Current liabilities
 Borrowings                                                 (11)          171         276
 Other financial liabilities                                              29          27
 Trade payables and other liabilities                       (14)          803         843
 Income tax liabilities                                                   29          29
 Provisions                                                 (13)          59          43
                                                                          1,091       1,218
                                                                          4,418       4,576

 

Condensed Consolidated Statement of Cash Flows
 for the six months ended 30 June 2025
 in € million for the six months ended 30 June                          Note  2025   2024
 Cash generated from operations                                         (15)  179    272
 Income tax paid less refunds                                                 (33)   (36)
 Net cash flow from operating activities                                      146    236
 Investments in property, plant and equipment and intangible assets           (45)   (68)
 Investments in subsidiaries net of cash acquired                             (346)  (8)
 Cash inflow from matured derivative financial instruments                    13     0
 Cash inflows from the sale of property, plant and equipment                  4      8
 Cash outflows from investments in financial assets                           (10)   (22)
 Cash inflows from the sale of financial assets                               0      26
 Dividends received from non-consolidated entities                            0      1
 Investment subsidies received                                                0      2
 Prepayments related to the acquisition of Resco Group                        0      (33)
 Interest received                                                            6      13
 Net cash used in investing activities                                        (378)  (81)
 Acquisition of non-controlling interests                                     (2)    (3)
 Dividends paid to RHI Magnesita N.V. shareholders                            (57)   (59)
 Dividend paid to non-controlling interests                                   0      (1)
 Proceeds from long-term financing                                            346    13
 Repayments of long-term financing                                            (240)  (109)
 Changes in current borrowings and financial liabilities to associates        (12)   (41)
 Interest payments                                                            (43)   (57)
 Repayment of lease obligations                                               (9)    (10)
 Interest payments from lease obligations                                     (2)    (1)
 Cash inflow from matured derivative financial instruments                    4      10
 Net cash used in financing activities                                        (15)   (258)
 Change in cash and cash equivalents                                          (247)  (103)
 Cash and cash equivalents at beginning of period                             576    704
 Foreign exchange impact                                                      (12)   4
 Cash and cash equivalents at end of period                                   317    605

 

 

Condensed Consolidated Statement of Changes in Equity
 for the six months ended 30 June 2025
                                                                                         Group reserves
                                                                                                                                                            Accumulated other comprehensive income
 in € million                                                                  Share     Treasury shares  Additional  Mandatory reserve  Retained earnings  Cash flow hedges and costs of hedging  Defined         Currency translation  Equity attributable     Non-controlling interests  Total equity

capital
paid-in
benefit plans
to shareholders

capital
of RHI Magnesita N.V.
 Note
 31.12.2024                                                                    50        (108)            361         289                938                12                                     (86)            (254)                 1,202                   170                        1,372
 Profit after income tax                                                       -         -                -           -                  7                  -                                      -               -                     7                       4                          11
 Currency translation differences                                              -         -                -           -                  -                  -                                      -               (143)                 (143)                   (20)                       (163)
 Cash flow hedges and costs of hedging                                         -         -                -           -                  -                  (19)                                   -               -                     (19)                    -                          (19)
 Other comprehensive income after income tax                                   -         -                -           -                  -                  (19)                                   -               (143)                 (162)                   (20)                       (182)
 Total comprehensive income                                                    -         -                -           -                  7                  (19)                                   -               (143)                 (155)                   (16)                       (171)
 Dividends                                                                     -         -                -           -                  (57)               -                                      -               -                     (57)                                               (57)
 Share transfer/vested LTIP                                                    -         5                -           -                  (5)                -                                      -               -                     -                       -                          -
 Other changes                                                                 -         -                -           -                  1                  -                                      -               -                     1                       (2)                        (1)
 Share-based payment expenses                                                  -         -                -           -                  1                  -                                      -               -                     1                       -                          1
 Hedging gains and losses included in the initial cost of inventory purchased  -         -                -           -                  -                  (1)                                    -               -                     (1)                     -                          (1)
 in the reporting period
                                                                               -         5                -           -                  (60)               (1)                                    -               -                     (56)                    (2)                        (58)
 30.06.2025                                                                    50        (103)            361         289                885                (8)                                    (86)            (397)                 991                     152                        1,143

 

                                                                                         Group reserves
                                                                                                                                                            Accumulated other comprehensive income
 in € million                                                                  Share     Treasury shares  Additional  Mandatory reserve  Retained earnings  Cash flow hedges       Defined         Currency translation  Equity attributable     Non-controlling interests  Total equity

capital
paid-in
and costs of hedging
benefit plans
to shareholders

capital
of RHI Magnesita N.V.
 Note
 31.12.2023                                                                    50        (111)            361         289                872                6                      (102)           (163)                 1,202                   162                        1,364
 Profit after income tax                                                       -         -                -           -                  102                -                      -               -                     102                     9                          111
 Currency translation differences                                              -         -                -           -                  -                  -                      -               (43)                  (43)                    7                          (36)
 Cash flow hedges and costs of hedging                                         -         -                -           -                  -                  11                     -               -                     11                      -                          11
 Defined benefit plans                                                         -         -                -           -                  -                  -                      12              -                     12                      -                          12
 Other comprehensive income after income tax                                   -         -                -           -                  -                  11                     12              (43)                  (20)                    7                          (13)
 Total comprehensive income                                                    -         -                -           -                  102                11                     12              (43)                  82                      16                         98
 Dividends                                                                     -         -                -           -                  (59)               -                      -               -                     (59)                    (1)                        (60)
 Share transfer/vested LTIP                                                    -         3                -           -                  (3)                -                      -               -                     -                                                  -
 Other changes(1))                                                             -         -                -           -                  (1)                -                      -               -                     (1)                     (3)                        (4)
 Share-based payment expenses                                                  -         -                -           -                  5                  -                      -               -                     5                       -                          5
 Hedging gains and losses included in the initial cost of inventory purchased  -         -                -           -                  -                  (1)                    -               -                     (1)                     -                          (1)
 in the reporting period
                                                                               -         3                -           -                  (58)               (1)                    -               -                     (56)                    (4)                        (60)
 30.06.2024                                                                    50        (108)            361         289                916                16                     (90)            (206)                 1,228                   174                        1,402

 

1) This mainly comprises the effects of the acquisition of non-controlling
interests of Seven Refractories' Group as well as the final adjustments from
the purchase price allocation of Seven Refractories' Group and the update of
the purchase price allocation of P-D Refractories, both completed in 2023.

 Notes to the Condensed Consolidated Interim

Financial Statements as at 30.06.2025

 

Basis of preparation

1. General

RHI Magnesita N.V. (the "Company"), is a public limited company incorporated
under the laws of the Netherlands (naamloze vennootschap), having its official
seat (statutaire zetel) in Arnhem, the Netherlands, and its office at
Kranichberggasse 6, 1120 Vienna, Austria. It is registered with the Dutch
Trade Register under number 68991665 and listed on the London Stock Exchange,
with a secondary listing on the Vienna Stock Exchange (Wiener Börse).

The Condensed Consolidated Interim Financial Statements ("Interim Financial
Statements") of RHI Magnesita N.V. ("the Company") and its subsidiaries
(collectively referred to as "RHI Magnesita" or "the Group") for the six
months ended 30 June 2025 have been prepared in accordance with the
International Accounting Standard 34, 'Interim financial reporting' as adopted
by the European Union, applying the same accounting principles as those used
in the Consolidated Financial Statements for the year ended 31 December 2024.

The Interim Financial Statements do not include all information and
disclosures required in the Consolidated Financial Statements and should
therefore be read in conjunction with RHI Magnesita's Consolidated Financial
Statements as of 31 December 2024. The Interim Financial Statements are
presented in Euros, and all values are rounded to the nearest € million,
except where otherwise indicated.

The Interim Financial Statements as of 30 June 2025 were not audited but
reviewed by PricewaterhouseCoopers Accountants N.V.

Going concern

In considering the appropriateness of adopting the going concern basis in
preparing the Interim Financial Statements, the Directors have assessed the
potential cash generation of the Group and considered downside scenarios that
model different degrees of potential economic downturn, using the same model
performed for the viability assessment disclosed in the latest Annual Report.
This assessment covers at least 12 months from the date of approval of the
Interim Financial Statements.

The scenarios considered by the Directors include a severe but plausible
downside and a reverse stress test which determines the level of EBITDA that
could breach the debt covenant of the Group's principal borrowing facilities.
At present management is increasing prices, reducing fixed costs and SG&A,
as well as reducing working capital and capital expenditure to mitigate this
risk. Further mitigating actions within management control which would be
undertaken in such scenarios, include but are not limited to: deeper focus on
the current reduction drivers, seeking a debt covenant waiver and reducing or
cancelling the dividend, but these were not incorporated in the downside
modelling.

The Directors have also considered the Group's current liquidity, available
facilities and debt covenant coverage. As of 30 June 2025, the Condensed
Consolidated Statement of Financial Position reflects cash and cash
equivalents of €317 million (31.12.2024: €576 million). In addition, the
Group has access to a €600 million (31.12.2024: €600 million) Revolving
Credit Facility (RCF), which is currently undrawn. In the first half of 2025
and in 2024, the Group complied with the debt covenant of the Group's
principal borrowing facilities (refer to Note (11)).

Based on the scenarios assessed and taking into account liquidity, available
resources and before the inclusion of all mitigating actions, the Directors
consider it is appropriate to continue to adopt the going concern basis in
preparing the Interim Financial Statements for the period ended 30 June 2025.

2. Significant accounting policies, judgements and estimates

Principles of accounting and measurement

There were no changes regarding principles of accounting and measurement
compared to the Consolidated Financial Statements as of 31 December 2024
except for the following change in presentation. From 2025 realised gains or
losses from interest rate derivatives are presented separately in the
financing category of the Condensed Consolidated Statement of Cash Flows.
Previously, these were presented in the line item 'Interest payments'. The
comparative figures were revised accordingly.

Moreover, certain comparative figures in the Interim Financial Statements and
accompanying Notes have been revised to conform to changes in presentation
that were reflected in the Consolidated Financial Statements for the year
ended 2024, where they are described.

We performed an impact analysis related to the amendments on the existing and
new accounting standards effective in 2025 and concluded that no material
impacts are expected from these.

Significant accounting judgements and estimates

The Interim Financial Statements require the use of estimates and assumptions
that affect the reported amounts in the Interim Financial Statements. The key
assumptions and estimation uncertainties are unchanged from those described in
last year's Consolidated Financial Statements. Actual results may differ from
these estimates.

Significant estimate: Measurement of assets acquired and liabilities assumed in business combinations

Estimates relating to the calculation of fair values of acquired assets,
liabilities and contingent liabilities are required within the context of
business combinations disclosed in Note (18). Where intangible assets are
identified, estimates are necessary for the determination of fair values by
means of discounted cash flows, including the duration, amount of future cash
flows, and discount rate. Fair values of physical assets are estimated with
reference to comparable assets in the market. When making estimates in the
context of purchase price allocations on major acquisitions, the Group
consults with independent experts who accompany the execution of the
discretionary decisions and record this in appraisal documents. The Group has
a period of one year from the date of control of the acquired businesses to
update initial fair value estimates.

3. Segment reporting

The following tables show the key financial information for the reportable
segments for the first half of 2025 and the first half of 2024:

                                                  Steel  Industrial                                                 Minerals
 in € million for the six months ended 30 June           Cement & Lime      Non-Ferrous Metals  Process Industries            Group 2025
 Revenue                                          1,146  197                99                  191                 44        1,677

 Gross profit                                     233    38                 34                  38                  5         348

 EBIT                                                                                                                         52
 Net finance costs                                                                                                            (47)
 Profit before income tax                                                                                                     5

 

                                                  Steel  Industrial                                                 Minerals
 in € million for the six months ended 30 June           Cement & Lime      Non-Ferrous Metals  Process Industries            Group 2024
 Revenue                                          1,185  188                127                 198                 30        1,728

 Gross profit                                     268    44                 53                  50                  1         416

 EBIT                                                                                                                         155
 Net finance costs                                                                                                            (12)
 Profit before income tax                                                                                                     143

 

 

Revenue in the first half of 2025 and in the first half of 2024 is classified
by product groups as follows:

                                                   Steel  Industrial                                                 Minerals
 in € million for the six months ended 30 June            Cement & Lime      Non-Ferrous Metals  Process Industries            Group 2025
 Shaped refractory products                        520    159                81                  133                 0         893
 Unshaped refractory products                      289    29                 13                  46                  0         377
 Flow control refractory products                  271    0                  0                   0                   0         271
 Other refractory products                         18     2                  1                   4                   0         25
 Systems, sensors, machinery and digital products  9      2                  2                   1                   0         14
 Services                                          34     4                  1                   6                   0         45
 Raw materials                                     5      1                  1                   1                   44        52
 Revenue                                           1,146  197                99                  191                 44        1,677

 

 

                                                   Steel  Industrial                                                 Minerals
 in € million for the six months ended 30 June            Cement & Lime      Non-Ferrous Metals  Process Industries            Group 2024
 Shaped refractory products                        542    160                105                 139                 0         946
 Unshaped refractory products                      285    21                 12                  35                  0         353
 Flow control refractory products                  279    0                  0                   0                   0         279
 Other refractory products                         14     2                  1                   9                   0         26
 Systems, sensors, machinery and digital products  11     2                  5                   2                   0         20
 Services                                          49     3                  3                   13                  0         68
 Raw materials                                     5      0                  1                   0                   30        36
 Revenue                                           1,185  188                127                 198                 30        1,728

 

Revenue in the first half of 2025 and in the first half of 2024 is classified
by customer sites as follows:

 in € million for the six months ended 30 June    2025   2024
 The Netherlands                                  5      6
 USA                                              372    295
 India                                            217    222
 Brazil                                           175    191
 China                                            117    116
 Other countries                                  791    898
 Revenue                                          1,677  1,728

4. Net (expense)/income on foreign exchange effects

The net expense comprises the foreign exchange effects from translating
foreign currency balances into the functional currency, the results from
derivative financial instruments, such as forward exchange contracts and
derivatives in open orders, as well as the gain on the net monetary position
related to hyperinflation accounting and can be detailed as follows:

 in € million for the six months ended 30 June                                2025  2024
 Foreign exchange (losses)/gains                                              (29)  20
 Gains/(losses) on forward exchange contracts and derivatives in open orders  14    (9)
 Gain on net monetary position                                                2     3
 Net (expense)/income on foreign exchange effects                             (13)  14

 

The foreign exchange losses in the current reporting period mainly result from
the appreciation of the functional currencies of subsidiaries with a net asset
foreign currency exposure against USD and the depreciation of the functional
currencies of subsidiaries with a net liability foreign currency exposure
against USD.

5. Other net financial expenses

Other net financial expenses consist of the following items:

 in € million for the six months ended 30 June                                 2025  2024
 Net interest expense relating to personnel provisions                         (5)   (4)
 Unwinding of discount of provisions and payables                              (3)   (4)
 Interest expense on non-controlling interest liabilities                      (2)   (3)
 Interest expense on lease liabilities                                         (2)   (1)
 Remeasurement gains on liabilities to fixed-term or puttable non-controlling  7     11
 interests
 Other interest and similar expenses and income (1))                           (7)   (7)
 Other net financial expenses                                                  (12)  (8)

1)        Includes mainly costs associated with the trade receivables
factoring programme of €5 million (30.06.2024 €5 million).

6. Income tax

The tax charge for the period has been calculated by applying the effective
corporate tax rate (ETR) which is expected to apply to the Group for the year
ending 31 December 2025, using rates substantively enacted by 30 June 2025.
The ETR is 22.7% (30.06.2024: 22.3%).

Total tax charge for the first half of 2025 in the Condensed Consolidated
Statement of Profit or Loss amounted to €3 million (30.06.2024: €32
million), which includes tax income for prior years of €1 million
(30.06.2024: tax income for prior years of €3 million).

The Group is subject to Pillar Two legislation (i.e., OECD Global Minimum
Tax). The temporary exception issued by the IASB in May 2023 from the
accounting requirements for deferred taxes in IAS 12 was applied and
accordingly there were no deferred tax assets and liabilities recognised or
disclosed. The Group has performed preliminary calculations for Pillar Two
purposes based on financial data for the first half of 2025. Based on these
calculations, most of the jurisdictions where the Group operates would fall
under the "Transitional CbCR Safe Harbours" (i.e., top-up tax deemed to be
zero). In the few instances where that was not the case, the reason was that
either there was no top-up to be considered, or it was immaterial. The Group
will continue to monitor those few instances as they might still fall under
the Safe Harbours by year-end.

7. Dividend payments and proposed dividend

Based on a resolution adopted by the Annual General Meeting of RHI Magnesita
N.V. in May 2025, the final dividend for 2024 amounted to €1.20 per share
for the shareholders of RHI Magnesita N.V. The dividend was paid out in June
2025, amounting to €57 million.

In line with the Group's dividend policy, the Board declared an interim
dividend of €0.60 per share for the first half of 2025 to be paid out in
September 2025.

8. Property, plant and equipment

In the first half of 2025 additions to property, plant and equipment amounted
to €78 million (30.06.2024: €62 million) comprising additions from
business combinations of €42 million disclosed in Note (18) and production
capacity maintenance investment projects of the Group amounting to €36
million.

As of 30 June 2025, the Group has commitments for the purchase of property,
plant and equipment in the amount of €21 million (31.12.2024: €6 million).

9. Inventories

Inventories as presented in the Condensed Consolidated Statement of Financial
Position consist of the following items:

 in € million                 30.06.2025  31.12.2024
 Raw materials and supplies   264         264
 Work in progress             235         215
 Finished products and goods  474         464
 Prepayments made             12          14
 Emission rights              1           5
 Inventories                  986         962

 

Net write-down expenses on inventories amount to €1 million in the first
half of 2025 (30.06.2024: €4 million).

10. Trade and other current receivables

Trade and other current receivables as presented in the Condensed Consolidated
Statement of Financial Position are classified as follows:

 in € million                         30.06.2025  31.12.2024
 Trade receivables                    449         530
 Contract assets                      4           3
 Other tax receivables                88          87
 Prepaid expenses                     10          9
 Other current receivables            41          31
 Trade and other current receivables  592         660
 thereof financial assets             452         533
 thereof non-financial assets         140         127

 

The Group enters into factoring agreements and sells trade receivables to
financial institutions. Trade receivables sold as of 30 June 2025 was €254
million (31.12.2024: €237 million). These have been derecognised from the
balance sheet as substantially all risks and rewards, as well as control, have
been transferred. Payments received from customers following the sale are
recognised in current borrowings until repaid to the factorer.

Other tax receivables mainly include VAT receivables.

Other current receivables mainly relate to prepayments for insurance, IT
services, and customs and import-related services and costs.

11. Borrowings

Borrowings include all interest-bearing liabilities due to financial
institutions and other lenders.

In March 2024, the Group successfully raised a €200 million syndicated term
loan with a tenor of five years. This syndicated term loan was fully utilised
in January 2025 to fund the acquisition of the Resco Group.

In April and May 2025, the Group successfully completed the refinancing of a
€150 million bilateral term loan maturing in May 2025 and a €50 million
bilateral term loan maturing in 2026 with a €100 million bilateral term loan
maturing in 2029 and a $50 million bilateral term loan maturing in 2030
respectively, with €50 million being repaid with excess cash to optimise the
Group's capital structure and liquidity levels. These transactions strengthen
the Group's funding structure and maturity profile ahead of upcoming
maturities in 2026 and onwards.

RHI Magnesita continues to align parts of its funding structure with
sustainability objectives, including the use of ESG-linked loan instruments.
As of June 2025, the Group's EcoVadis sustainability rating was updated,
achieving an overall score of 79 out of 100, placing the Group in the 97th
percentile of all companies rated globally. At the reporting date, the Group's
ESG-linked drawn and undrawn borrowing facilities amounted to €1,746 million
(31.12.2024: €1,983 million).

The principal borrowing facilities, including the Syndicated & Term Loan
as well as the Bonded Loans ("Schuldscheindarlehen"), are subject to a debt
covenant, being the leverage ratio of net debt excluding lease liabilities to
Pro Forma Adjusted EBITDA of a maximum of 3.5 times. Compliance with the debt
covenant is measured on a semi-annual basis. If the debt covenant of the
Syndicated & Term Loans is breached, the lenders have the right to
immediate loan repayment. If repayment of the Syndicated & Term Loans is
demanded, the Bonded Loans will also become due. If the Syndicated & Term
Loans' debt covenant is breached but the full repayment is waived, the Bonded
Loans interest margin payable will increase.

The Group complied with the debt covenant in the first half of 2025 and in
2024.

The calculation of the leverage ratios is presented in the following table.

 in € million                                                       30.06.2025  30.06.2024
 EBIT                                                               149         326
 Amortisation                                                       46          41
 Depreciation                                                       138         137
 Restructuring expenses                                             56          7
 Other income and expenses                                          107         25
 Adjusted EBITDA                                                    496         536
 Contributions from business combinations                           21          5
 Pro Forma Adjusted EBITDA                                          517         541

 Total debt                                                         1,841       1,812
 Lease liabilities                                                  69          66
 Less: Cash and cash equivalents                                    317         605
 Less: Marketable securities                                        10          0
 Net debt                                                           1,583       1,273

 Net debt excluding IFRS 16 lease liabilities                       1,514       1,207

 Net debt excluding lease liabilities to Pro Forma Adjusted EBITDA  2.93x       2.23x
 Net debt to Pro Forma Adjusted EBITDA                              3.06x       2.35x

 

The disclosures in this section include certain Alternative Performance
Measures (APMs). Alternative Performance Measures (APMs) are non-IFRS measures
which enable investors and other readers to review alternative measurements of
financial performance, but they should not be used in isolation from the main
financial statements. Adjusted EBITDA is a key non-IFRS measure that the
Executive Management Team and Directors use internally to assess the
underlying performance of the Group. Adjusted EBITDA is defined as EBIT, as
presented in the Condensed Consolidated Statement of Profit or Loss, before
amortisation, depreciation, and excluded items. Excluded items are other
income, other expenses and restructuring expenses as reflected in the
Condensed Consolidated Statement of Profit or Loss, which are non-recurring in
nature and not reflective of the underlying operational performance of the
business. Adjusted EBITDA is based on the reported financials and is
calculated on a trailing twelve-month basis, considering the last six months
of 2024 and the first six months of 2025. Pro Forma Adjusted EBITDA is
determined consistently with Adjusted EBITDA but includes the contribution to
Adjusted EBITDA of businesses acquired in the twelve months period ended
30.06.2025 and 30.06.2024 before they were controlled by the Group. This
contribution represents the part that completes the Adjusted EBITDA of the
acquired business over twelve months.

12. Net employee defined benefit liabilities

For interim periods, provisions for pensions are determined based on a
forecast for the entire year prepared by an actuary. If there are significant
changes in the actuarial assumptions during the year, a remeasurement of the
post-employment defined benefit liabilities is recognised.

As of 30 June 2025, there are no significant changes in actuarial assumptions
compared to 31 December 2024. The actuarial interest rates are: 11.9%
(31.12.2024: 12.2 %) in Brazil, 9.8% (31.12.2024: 10.9 %) in Mexico, 5.4%
(31.12.2024: 5.5 %) in the US and 3.7 % (31.12.2024: 3.4 %) in the Euro zone.

13. Current provisions

Provisions for restructuring costs amounting to €41 million as of 30 June
2025 (31.12.2024: €20 million) primarily consist of estimated benefit
obligations to employees due to termination of employment and dismantling
costs. €27 million (31.12.2024: €0 million) relate to the plant closure in
Wetro, Germany; €4 million (31.12.2024: €15 million) relate to the
remaining restructuring costs at Mainzlar, Germany; and €3 million
(31.12.2024: €3 million) relate to the plant closure in Trieben, Austria.

Provisions for contract obligations of €11 million as of 30 June 2025
(31.12.2024: €12 million) mainly include the current portion of the
Oberhausen contract obligation amounting to €9 million as of 30 June 2025
(31.12.2024: €9 million).

Other provisions consist mainly of provisions for demolition and disposal
costs and environmental damages, provisions for claims arising from warranties
and other similar obligations from the sale of refractory products.

14. Trade payables and other current liabilities

Trade payables and other current liabilities included in the Condensed
Consolidated Statement of Financial Position consist of the following items:

 in € million                                             30.06.2025  31.12.2024
 Trade payables                                           485         455
 Trade payables subject to supplier finance arrangements  101         117
 Contract liabilities                                     53          59
 Liabilities to employees                                 76          111
 Taxes other than income tax                              33          31
 Capital expenditure payable                              9           22
 Payables from commissions                                9           10
 Other current liabilities                                37          38
 Trade payables and other current liabilities             803         843
 thereof financial liabilities                            619         619
 thereof non-financial liabilities                        184         224

 

Other current liabilities include liabilities from accrued interest amounting
to €12 million (31.12.2024: €13 million) as well as deferred income
amounting to €11 million (31.12.2024: €8 million).

15. Cash generated from operations

 in € million for the six months ended 30 June                              2025  2024
 Profit after income tax                                                    11    111
 Adjustments for
 income tax                                                                 3     32
 depreciation                                                               70    68
 amortisation                                                               25    19
 expense from financial assets excluding trade and other receivables        0     3
 losses from the disposal of property, plant and equipment                  0     5
 gains (losses) from the disposal of operations in subsidiaries             2     (9)
 net interest expense, interest rate derivatives and remeasurement of       29    22
 liabilities to   the fixed-term or puttable non-controlling interest
 other non-cash changes                                                     27    (16)
 Changes in working capital
 inventories                                                                (29)  2
 trade receivables                                                          74    62
 trade payables                                                             18    31
 contract liabilities                                                       (6)   (9)
 Changes in other assets and liabilities
 other receivables and assets                                               (11)  (1)
 provisions                                                                 (3)   (21)
 other liabilities                                                          (31)  (27)
 Cash generated from operations                                             179   272
 Income tax paid less refunds                                               (33)  (36)
 Net cashflow from operating activities                                     146   236

 

16. Additional disclosures on financial instruments

The following tables show the carrying amounts and fair values per class of
financial assets and liabilities as well as the allocation of the carrying
amounts to the relevant measurement category.

 

 in € million                                           Cash flow hedge  At fair value through profit or loss  At fair value through OCI  At amortised cost  Not a financial instrument  Book value as of 30.06.2025  Fair value as of 30.06.2025
 Financial assets
 Trade and other receivables                            0                0                                     45                         407                140                         592                          592
 Cash and cash equivalents                              0                0                                     0                          317                0                           317                          317
 Other financial assets                                 6                25                                    7                          8                  0                           46                           46
                                                        6                25                                    52                         732                140                         955                          955
 Financial liabilities
 Trade payables and other liabilities                   0                0                                     0                          619                184                         803                          803
 Borrowings                                             0                0                                     0                          1,841              0                           1,841                        1,834
 Lease liabilities                                      0                0                                     0                          69                 0                           69                           69
 Other financial liabilities (excl. lease liabilities)  16               30                                    0                          15                 0                           61                           61
                                                        16               30                                    0                          2,544              184                         2,774                        2,767

 

 in € million                                           Cash flow hedge  At fair value through profit or loss  At fair value through OCI  At amortised cost  Not a financial instrument  Book value as of 31.12.2024  Fair value as of 31.12.2024
 Financial assets
 Trade and other receivables                            0                0                                     46                         487                127                         660                          660
 Cash and cash equivalents                              0                0                                     0                          576                0                           576                          576
 Other financial assets                                 25               19                                    7                          8                  0                           59                           59
                                                        25               19                                    53                         1,071              127                         1,295                        1,295
 Financial liabilities
 Trade payables and other liabilities                   0                0                                     0                          619                224                         843                          843
 Borrowings                                             0                0                                     0                          1,750              0                           1,750                        1,737
 Lease liabilities                                      0                0                                     0                          77                 0                           77                           77
 Other financial liabilities (excl. lease liabilities)  9                38                                    0                          15                 0                           62                           62
                                                        9                38                                    0                          2,461              224                         2,732                        2,719

 

Other financial assets comprise marketable securities, derivative financial
assets, shares and other interests. Marketable securities, derivative
financial assets and shares are recognised at fair value.

Borrowings and lease liabilities are carried at amortised cost. Other
financial liabilities (excl. lease liabilities) comprise derivative financial
liabilities and liabilities to fixed-term or puttable non-controlling
interests. Derivative financial liabilities are recognised at fair value.
Liabilities to fixed-term or puttable non-controlling interests based on a
fixed consideration are recognised at amortised cost whereas those liabilities
based on a variable consideration are recognised at fair value.

The carrying amount of lease liabilities and other financial liabilities
(excl. lease liabilities) recognised at amortised cost approximate their fair
value at the reporting date. Trade and other receivables, trade payables and
other liabilities as well as cash and cash equivalents are predominantly
short-term. Therefore, the carrying amounts of these items approximate their
fair value at the reporting date.

Fair value is defined as the amount for which an asset could be exchanged, or
a liability settled, between market participants in an arm's length
transaction on the day of measurement. When the fair value is determined it is
assumed that the transaction in which the asset is sold or the liability is
transferred takes place either in the main market for the asset or liability,
or in the most favourable market if there is no main market. RHI Magnesita
considers the characteristics of the asset or liability to be measured which a
market participant would consider in pricing. It is assumed that market
participants act in their best economic interest.

The Group takes into account the availability of observable market prices in
an active market and uses the following hierarchy to determine fair value:

 Level 1:  Prices quoted in active markets for identical financial instruments.
 Level 2:  Measurement techniques in which all important data used are based on
           observable market data.
 Level 3:  Measurement techniques in which at least one significant parameter is based on
           non-observable market data.

 

The table below analyses the fair value of financial instruments held by the
Group by measurement technique:

                                                        30.06.2025                        31.12.2024
 in € million                                           Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total
 Financial assets
 Other financial assets                                 22       7        0        29     12       28       0        40
 Financial liabilities
 Borrowings                                             0        1,834    0        1,834  0        1,737    0        1,737
 Other financial liabilities (excl. lease liabilities)  0        19       42       61     0        10       52       62

 

The fair value of marketable securities and shares is based on price
quotations at the reporting date (Level 1), where such quotations exist. In
other cases, a valuation model (Level 3) would be used for such instruments,
with the exception being where such instruments are immaterial to the Group,
in which case cost serves as an approximation of fair value.

The fair value of interest rate derivatives is determined by calculating the
present value of future cash flows based on current yield curves, taking into
account the corresponding terms (Level 2).

The fair value of foreign currency derivatives corresponds to the market value
of the forward exchange contracts and the embedded derivatives in open orders
denominated in a currency other than the functional currency. These
derivatives are measured using quoted forward rates that are currently
observable (Level 2).

The fair value of commodity swaps for natural gas reflects the difference
between the fixed contract price and the closing quotation of the natural gas
price (EEX Base) as of the respective due date of the transaction. The closing
price on the stock exchange is used as the input (Level 2).

The fair value of liabilities to fixed-term or puttable non-controlling
interests based on a variable consideration is measured at the present value
of the expected redemption amount based on the relevant profit measure and the
current business plan of the respective company which is not observable (Level
3). The fair value of borrowings is only disclosed and corresponds to the
present value of the discounted future cash flows using yield curves that are
currently observable (Level 2).

No contractual netting agreement of financial assets and liabilities were in
place as at 30 June 2025 and 31 December 2024.

The following table shows the reconciliation from the opening balances to the
closing balances of the liabilities to fixed-term or puttable non-controlling
interests:

 in € million                                                      30.06.2025  31.12.2024
 Liabilities at beginning of the year                              52          87
 Currency translation(1))                                          (4)         2
 Interest accrued(2))                                              1           (1)
 Remeasurement gains(2))                                           (7)         (21)
 Dividends paid                                                    0           (6)
 Additions                                                         1           1
 Derecognition related to Liaoning RHI Jinding Magnesia Co., Ltd.  0           (10)
 Settlement                                                        (2)         0
 Liabilities at period-end                                         41          52

1)        Recognised in OCI.

2)        Recognised in profit or loss as other net financial expenses.

Sensitivities in respect of the significant non-observable inputs used to
measure the fair value of the financial liabilities related to fixed-term or
puttable non-controlling interests are presented below. These sensitivities
show the hypothetical impact of a change in each of the listed inputs in
isolation.

 in € million                     Financial liabilities increase by  Financial liabilities decrease by
 Profit measure increases by 15%  6
 Profit measure decreases by 15%                                     6

 

17. Contingent liabilities

Contingent liabilities from warranties, performance guarantees and other
guarantees amounted to €72 million as of 30 June 2025 (31.12.2024: €78
million) and have a remaining term of between one and five years.

Uncertain tax treatments

The calculation of income taxes is based on the tax laws applicable in the
individual countries in which the Group operates. Due to their complexity, the
local finance authorities may interpret tax cases differently than management.
Different interpretations may affect the expected timing and amount of the tax
related contingent liabilities disclosed below.

The Group is continually adapting its global presence to improve customer
service and maintain its competitive advantage; accordingly, it leads open
discussions with tax authorities about, e.g., transfer of functions and
related profit between related parties and exit taxation. In this regard,
disputes may arise, in cases where management's understanding differs from the
positions of the local authorities. In such cases, when an appeal is
available, management's judgements are based on a likely outcome approach,
taking into consideration advice from professional firms and previous
experience when assessing the risks.

The Group is party to several tax proceedings in Brazil which involve
estimated contingent liabilities amounting to €124 million (31.12.2024:
€117 million) with a remaining term of at least five years. These tax
proceedings are as follows:

Income tax relating to historical corporate transactions

There are three proceedings in which Brazilian Federal Tax Authorities issued
tax assessments which rejected the deduction of goodwill generated in two
corporate transactions that were undertaken 2007 and 2008, for Corporate
Income Taxes. The tax authorities issued assessments arguing that such
transactions cannot generate deductions as they do not fulfil the requirements
provided by law. Those three proceedings ended in the administrative courts in
2024. The Group is currently challenging the remaining amounts at the judicial
courts level. The proceedings are expected to last at least five years. The
tax cash exposure as of 30 June 2025 is €35 million (31.12.2024: €33
million). Such exposure is limited to the fiscal tax years ended 2018, at
which stage all available goodwill tax deductions had been made.

Corporate income and other taxes

There are several tax assessments in Brazil mainly relating to: offsetting
federal tax payables and receivables, social security contributions, and
offsetting certain federal tax debts with corporate income tax credits. The
potential risks of these tax assessments amount to €60 million (31.12.2024:
€57 million).

Royalties

The Group is party to 38 proceedings where the Brazilian Mining Authorities
("ANM") challenged the criteria used for calculating and paying the Financial
Compensation for Exploration of Mineral Resources ("CFEM"), which are mining
royalties payable by every mining company. The authorities have mainly
disputed the basis of production costs estimates used in the determination of
the royalties that are payable. The claims relate to fiscal years up to 2017,
following which the legislation for royalties was changed. The Group, together
with its technical and legal advisors continues to challenge ANM assessments.
Most of the procedures are ongoing within the ANM administrative courts. Final
decisions of the first cases are expected within four to five years. As of 30
June 2025, the potential risk amounts to €29 million, including interest and
penalties (31.12.2024: €28 million).

18. Business combination and goodwill

In March 2024, the Group signed a share purchase agreement to acquire 100% of
the shares of Balmoral Refractories Holdings, Inc., USA, and its six wholly
owned subsidiaries, together "the Resco Group". The acquisition was closed on
28 January 2025, which is the acquisition date.

The Resco Group is a producer of shaped and unshaped refractories, including
products for use in the petrochemical, cement, aluminium, and steel making
industries. It operates seven plants and two raw material sites in the US and
two plants in the United Kingdom and Canada.

The acquisition of the Resco Group aims to increase RHI Magnesita's local
production in the US and Canada by transferring significant production volumes
from non-US plants to the Resco Group's production facilities in the US,
thereby improving supply chain security, reducing production lead times and
stabilising working capital. In addition, this acquisition continues RHI
Magnesita's strategic growth trajectory in alumina-based refractories by
providing US customers with an enhanced product offering. Moreover, synergies
are expected to be generated through supply chain improvements, production
network optimisation, working capital reduction, logistics efficiencies,
supply integration, technology transfer, increased recycling opportunities and
procurement savings. The Resco Group forms part of all reportable segments.

The cash consideration amounts to $283 million (€271 million). Additionally,
RHI Magnesita repaid borrowings and liabilities for acquisition-related costs
totalling $129 million (€122 million) on behalf of the Resco Group and
acquired cash amounting to $3 million (€3 million) on closing of the
acquisition. Thus, the net cash outflow related to the acquisition amounts to
$409 million (€390 million). Of this amount, $48 million (€44 million) was
paid in 2024, and the remainder was paid in the first half of 2025.

At the time of signing the share purchase agreement, RHI Magnesita entered
into a deal contingent forward exchange contract ('deal contingent forward')
with a nominal value of $360 million to hedge the EUR equivalent of the USD
cash outflow related to this acquisition against potential variability due to
changes in the USD/EUR exchange rate. The related hedge was accounted for as a
cash flow hedge. The settlement of the deal contingent forward exchange
contract at the acquisition date resulted in a realised gain of €13 million
which reduces goodwill, in accordance with the cash flow hedge accounting
requirements.

The transaction costs incurred for this acquisition amounted to €16 million.
Of this amount, €14 million were expensed in 2024 whereas the remainder was
expensed in the first half of 2025.

At the time the Interim Financial Statements were authorised for issue, the
initial consolidation was incomplete because the purchase price allocation and
the measurement of assets and liabilities has not been finalised. The
outstanding measurement considerations mainly relate to property, plant and
equipment, provisions, as well as the identified intangible assets, being
customer relationships, trade names, technology and mining rights.

The fair value adjustments of assets and liabilities based on the preliminary
purchase price allocation as a result of the acquisition are the following:

 in € million                               book value  fair value adjustments  (adjusted) value
 Property, plant and equipment              64          (23)                    41
 Goodwill from previous acquisition         14          (14)                    0
 Intangible Assets: customer relationships  0           167                     167
 Intangible Assets: trade names             5           19                      24
 Intangible Assets: technology              1           6                       7
 Intangible Assets: mining rights           13          3                       16
 Inventories                                48          (2)                     46
 Trade and other receivables                33          (1)                     32
 Cash and cash equivalents                  3           0                       3
 Total assets acquired                      181         155                     336
 Deferred tax liabilities                   3           42                      45
 Borrowings                                 90          0                       90
 Other financial liabilities                4           (3)                     1
 Trade and other liabilities                64          0                       64
 Total liabilities assumed                  161         39                      200
 Net identifiable assets acquired           20          116                     136
 Goodwill                                                                       122
 Net consideration                                                              258

 Consideration transferred to seller                                            271
 less: gain on deal contingent hedge                                            (13)
 Net consideration                                                              258

 

The amounts recognised for the acquired assets and liabilities on the closing
date and the resulting goodwill are preliminary and subject to adjustment for
a period of one year from the closing date as allowed under the accounting
standards. On finalisation of the purchase price allocation, adjustments,
including tax impacts, if any, will be reflected against goodwill. The initial
accounting for this acquisition including the purchase price allocation is
expected to be finalised in 2025.

The customer relationships were measured using the multi-period excess
earnings method. Under this method, the fair value of the customer
relationships is calculated by determining the present value of earnings after
tax attributable to the acquired companies' existing customers. The customer
relationships attributable to the reportable segment Steel are amortised over
the estimated useful life of 12 years, while the customer relationships
attributable to the reportable segments Cement & Lime, Non-Ferrous Metals
and Process Industries are amortised over the estimated useful life of 10
years. The trade names were measured using the relief-from-royalty method.
Under this method, the fair value of the trade names corresponds to the
present value of the hypothetical royalty payments that a company would have
to pay if it did not own the trade names. The trade names are amortised over
the estimated average useful life of 18 years.

The negative fair value adjustment to property, plant and equipment shown in
the table above includes a loss of €7 million incurred by RHI Magnesita on
the sale of a plant of the Resco Group to a third-party at fair value shortly
after the acquisition date. The loss represents the difference between the
book value of the net assets attributable to this sold plant and the lower
sale proceeds. This loss, net of tax, effectively increased goodwill and
therefore did not affect profit after income tax for the first half of 2025.

The preliminary goodwill recognised as a result of this acquisition is
attributable to the synergies mentioned above and is not expected to be
deductible for tax purposes.

From the acquisition date to 30 June 2025, the Resco Group contributed €90
million of revenue, €11 million of Adjusted EBITA and €0.2 million of
profit after income tax.

A reconciliation of the carrying amount of goodwill at the beginning and end
of the reporting period is presented below:

 in € million                                30.06.2025  31.12.2024
 Carrying amount at beginning of year        342         339
 Business combinations and PPA finalisation  123         3
 Currency translation                        (39)        (3)
 Hyperinflation adjustment                   1           3
 Carrying amount at period end               427         342

 

19. Disclosures on related parties

The nature of related party transactions as of 30 June 2025 is in line with
the transactions disclosed in Note (41) of the Consolidated Financial
Statements as of 31 December 2024. All transactions with related parties are
conducted on an arm's length basis and in accordance with normal business
terms.

No material transactions took place between the Group and related parties.

20. Material events after the reporting date 30.06.2025

After the reporting date on 30 June 2025, there were no events of significance
which may have a material impact on the financial position and performance of
the Group.

 

Statement of the Board of Directors

Statement pursuant to Article 5:25d, paragraph 2, subsection c. of the Dutch
Financial Markets Supervision Act ("Wet op het financieel toezicht").

The Interim Financial Statements for the six months period ended 30 June 2025,
have been prepared in accordance with the International Accounting Standard
34, 'Interim financial reporting' as adopted by the European Union.

To our knowledge,

- The Interim Financial Statements referred to above give a true and fair view
of the assets, liabilities, financial position, and profit of RHI Magnesita
N.V. and the undertakings included in the consolidation as a whole; and

- The management report for the six months period ended 30 June 2025 as
presented in the half-year report includes a fair view of the information
required pursuant to article 5:25d paragraphs 8 and 9 of the Dutch Financial
Markets Supervision Act ("Wet op het financieel toezicht").

 

Vienna, 29 July 2025

 Executive Directors
 Stefan Borgas                                    Ian Botha
 Non-Executive Directors
 Herbert Cordt                                    John Ramsay
 Janet Ashdown                                    David Schlaff
 Stanislaus Prinz zu Sayn-Wittgenstein Berleburg  Franz-Ferdinand Buerstedde
 Janice "Jann" Brown                              Karl Sevelda
 Marie-Hélène Ametsreiter                         Wolfgang Ruttenstorfer
 A. Katarina Lindström
 Employee Representative Directors
 Karin Garcia                                     Martin Kowatsch
 Michael Schwarz

Independent auditor's review report

To: the board of directors of RHI Magnesita N.V.

Our conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the accompanying condensed consolidated interim financial
statements of RHI Magnesita N.V. for the six-month period ended 30 June 2025
are not prepared, in all material respects, in accordance with International
Accounting Standard 34, 'Interim financial reporting' as adopted by the
European Union.

 

What we have reviewed

We have reviewed the accompanying condensed consolidated interim financial
statements for the six-month period ended 30 June 2025 of RHI Magnesita N.V.,
Arnhem, which comprise the condensed consolidated statement of financial
position as at 30 June 2025, the condensed consolidated statement of profit or
loss, the condensed consolidated statement of comprehensive income, the
condensed consolidated statement of changes in equity, the condensed
consolidated statement of cash flows for the period then ended and the related
selected explanatory notes comprising material accounting policy information
and other explanatory information.

Basis for our conclusion

We conducted our review in accordance with Dutch law, including the Dutch
Standard 2410 'Het beoordelen van tussentijdse financiële informatie door de
accountant van de entiteit' (Review of interim financial information performed
by the independent auditor of the entity). A review of interim financial
information in accordance with the Dutch Standard 2410 is a limited assurance
engagement. Our responsibilities under this standard are further described in
the 'Our responsibilities for the review of the condensed consolidated interim
financial statements' section of our report.

We believe that the assurance evidence we have obtained is sufficient and
appropriate to provide a basis for our conclusion.

Independence

We are independent of RHI Magnesita N.V. in accordance with the Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO,
Code of Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels
accountants (VGBA, Dutch Code of Ethics).

Responsibilities with respect to the condensed consolidated interim financial statements and the review

 

Responsibilities of the board of directors for the condensed consolidated interim financial statements

The board of directors of the company is responsible for the preparation of
the condensed consolidated interim financial statements in accordance with
International Accounting Standard 34, 'Interim financial reporting' as adopted
by the European Union. Furthermore, the board of directors is responsible for
such internal control as the board of directors determines is necessary to
enable the preparation of the condensed consolidated interim financial
statements that are free from material misstatement, whether due to fraud or
error.

Our responsibilities for the review of the condensed consolidated interim financial statements

Our responsibility is to express a conclusion on the accompanying condensed
consolidated interim financial statements. This requires that we plan and
perform the review in a manner that allows us to obtain sufficient appropriate
assurance evidence for our conclusion.

A review of interim financial information in accordance with the Dutch
Standard 2410 is a limited assurance engagement. The procedures performed
consisted primarily of making inquiries of the board of directors and others
within the company, as appropriate, applying analytical procedures and
evaluating the evidence obtained.

The procedures performed in a review are substantially less than those
performed in an audit conducted in accordance with the Dutch Standards on
Auditing. Accordingly, we do not express an audit opinion.

We have exercised professional judgement and have maintained professional
scepticism throughout the review, in accordance with Dutch Standard 2410.

Our review included among others:

·      Updating our understanding in the company and its environment,
including its internal control, and the applicable financial reporting
framework, in order to identify areas in the condensed consolidated interim
financial statements where material misstatements are likely to arise due to
fraud or error, designing and performing procedures to address those areas,
and obtaining assurance evidence that is sufficient and appropriate to provide
a basis for our conclusion.

·      Obtaining an understanding of internal control, as it relates to
the preparation of the condensed consolidated interim financial statements.

·      Making inquiries of the board of directors and others within the
company.

·      Applying analytical procedures with respect to information
included in the condensed consolidated interim financial statements.

·      Obtaining assurance evidence that the condensed consolidated
interim financial statements agree with or reconcile to the company's
underlying accounting records.

·      Evaluating the assurance evidence obtained.

·      Considering whether there have been any changes in accounting
principles or in the methods of applying them and whether any new transactions
have necessitated the application of a new accounting principle.

·      Considering whether the board of directors has identified all
events that may require adjustment to or disclosure in the condensed
consolidated interim financial statements.

·      Considering whether the condensed consolidated interim financial
statements have been prepared in accordance with the applicable financial
reporting framework and represent the underlying transactions free from
material misstatement.

 

 

Rotterdam, 29 July 2025

PricewaterhouseCoopers Accountants N.V.

 

Original has been signed by A. F. Westerman RA

 

 

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