Company Announcements

ANTWERP, Belgium--(BUSINESS WIRE)--Feb. 19, 2026-- Regulatory News:

Azelis (Brussels:AZE):

Highlights full year 2025

• Revenue of EUR 4.1bn in 2025, representing year-on-year growth of 1.3% in constant currency (-2.4% on a reported basis). In Q4, the Group achieved a revenue of EUR 937m, a decline of 1.3% in constant currency, driven by organic contraction of 4.9%, mitigated by revenue growth contribution of 3.6% from recent acquisitions.
• Gross profit of EUR 968m achieved for the year, translating to gross profit margin of 23.6%. The 91 bp contraction versus the prior year reflects negative mix effect across the Group.
• Structural cost-savings plan fully implemented for an annualised amount in excess of the previously announced EUR 20m.
• Adjusted EBITA declined by 12.7% to EUR 411m, reflecting a 117 bp reduction in adjusted EBITA margin, with cost discipline partially mitigating the impact of lower revenue and supporting a conversion margin of 42.4%.
• Net profit was EUR 113m, a decline of 40.1% versus the prior year despite a EUR 25m reduction in financial expenses. The decline in net profit was driven by lower operating profit, reduced financial income due to lower gains from revaluation of acquisition-related liabilities, and a higher effective tax rate.
• Free cash flow increased by 29.2% to EUR 442m reflecting focus on cost controls and working capital management. The higher cash flows resulted in cash conversion ratio of 106% for the year, second-highest ratio achieved on record.
• Four acquisitions with combined prior year revenue of over EUR 110m were completed in 2025.
• Leverage ratio was 3.3x at the end of December, after peaking in September at 3.4x. Management remains committed to de-leveraging as one of its capital allocation priorities.
• CDP rating upgraded to A-, underscoring the Group's commitment to sustainability.
• Outlook: Although the timing of market recovery remains uncertain, we are confident that Azelis's strategy and business model allow us to navigate the current volatility whilst protecting our ability to generate sustainable cash flow. Reflecting this confidence, and in line with the Group’s capital allocation priorities, the Board proposes to pay out a dividend of EUR 0.226 per share.

¹ Refer to the definitions of alternative performance measures in the Group's Integrated Report

Comment from Anna Bertona, Group CEO

"In 2025, despite a difficult environment, we continued to make strides in executing on our strategy to be the reference in our industry for our customers and principals. During the year, we won eight innovation awards across the Group, highlighting our commitment to provide the most innovative solutions to both our customers and principals. We also continue to make progress in enhancing operational efficiency via our digital programmes. Furthermore, we improved our CDP ranking from B to A-, which, together with our strong performance across multiple other ESG assessments, underscores our commitment to sustainability. These foundations give me confidence in our ability to navigate ongoing volatility and continue creating sustainable long-term value for all our stakeholders.

The strong cash flow growth that we delivered in a challenging market is testament to Azelis's robust business model. This is underpinned by our focus on managing our costs and working capital. Whilst growth recovery did not materialise due to trade and geopolitical disruptions during the year, I am proud of our teams around the world, who work tirelessly to continue positioning Azelis for long-term success."

Outlook

The market for speciality chemicals and food ingredient distribution remains structurally attractive. While near-term conditions continue to limit visibility on the pace of recovery, Azelis is confident in its strategy and positioning to navigate the current environment and capture the opportunities created by the long-term trends shaping the industry. Supported by its asset-light, resilient business model, the Group is well positioned to manage volatility while continuing to generate sustainable cash flow.

In line with its long-term growth strategy and capital allocation priorities, the Group intends to deploy excess capital to investments that drive sustainable organic growth, return cash to shareholders through dividends, maintain a strong balance sheet and BB+ credit rating through prudent de-leveraging, and pursue value-accretive acquisitions.

Conference call

The management of Azelis invites you to a conference call and live webcast at 09:00 CET to discuss our full year 2025 results and current operating trends. Please click here to view the webcast.

OPERATIONAL REVIEW

Headline results

¹ Total adjusted EBITA includes holding companies.

Azelis achieved revenue of EUR 4.1bn, representing a 2.4% decline over the prior year (+1.3% increase in constant currency), driven by a 1.6% organic contraction and a 3.8% negative impact from F/X translation, partly mitigated by a 2.9% revenue growth contribution from acquisitions. In the fourth quarter, revenue declined by 7.6%, as the 3.6% growth contribution from acquisitions was offset by an organic decline of 4.9% compounded by a 6.3% F/X headwind.

Revenue in Life Sciences was EUR 2.6bn, 1.7% lower than the prior year (+1.9% in constant currency), and revenue in Industrial Chemicals decreased by 3.7% to EUR 1.5bn (+0.3% in constant currency). During the period, we completed the acquisition of Solchem in Spain, S Amit in India, ACEF in Italy and Distona in Switzerland. These four companies generated combined annual revenue of over EUR 110m in the prior year.

EMEA

In EMEA, revenue grew 4.4% (+6.4% in constant currency) to EUR 1.9bn in 2025, with revenue in the final quarter coming in at EUR 435m. Revenue growth for the year was driven by a 6.4% growth contribution from acquisitions, supported by stable organic revenue, and partially offset by 2.1% negative impact from F/X translation.

The Group's Life Science business in the region benefited from revenue growth contribution from recent acquisitions, as well as modest organic revenue growth, despite volume weakness in the final quarter reversing some of the organic gains in the first half of the year. The Industrial Chemicals business recorded a slight decline in revenue for the full year, as the organic contraction in the second half reversed the impact of the strong performance in the first half of the year.

Gross profit in EMEA increased by 1.8% (+3.5% in constant currency) to EUR 471m. Gross profit margin was 25.2%, representing a 62 bp step-down compared to the prior year, reflecting the product mix development within the segments. Adjusted EBITA decreased by 4.7% to EUR 218m, resulting in a 110 bp contraction in adjusted EBITA margin, due mainly to the slower ramp-up in gross profit as well as dilution from recent acquisitions. The lower adjusted EBITA drove a 314 bp contraction in conversion margin to 46.2% for the year.

Americas

In the Americas, Q4 revenue was EUR 315m, bringing full-year revenue to EUR 1.4bn, reflecting a 2.0% organic decline and a 4.7% FX headwind.

Azelis observed weakness across most end markets in the region, as customers remain unwilling to meaningfully build up stock given uncertain demand outlook. In Life Sciences, Pharma and Food & Nutrition delivered strong performance throughout the year, partially mitigating the broad-based demand softness in other end markets in the segment. Performance in Industrial Chemicals remained weak, with softer volumes, notably in CASE.

Gross profit in the region decreased by 11.2% to EUR 340m, resulting in a gross profit margin of 23.7%. The 122 bp contraction was driven by a negative mix effect of the underperformance of the Life Science business, and impact from margin pressure in Latin America. During the period, the region generated adjusted EBITA of EUR 156m, resulting in a 147 bp margin contraction to 10.9%, mainly due to lower revenue as well as dilution from lower EBITA margin in Latin America. Conversion margin was 45.8%, representing a 367 bp contraction from the prior year.

Asia Pacific

In APAC, fourth-quarter revenue of EUR 188m resulted in EUR 805m of revenue for the full year, on the back of a 4.3% organic contraction, compounded by a 5.6% negative impact from F/X translation.

The Group’s business in the region continues to see pressure across most end markets in both Life Sciences and Industrial Chemicals, as tariff-related uncertainty continues to weigh on demand and pricing remains under pressure in certain product categories due to excess supply, especially in Southeast Asia. In addition, these results include a negative impact of over EUR 13m from the Group's decommoditisation programme.

Gross profit in the region decreased by 15.3% (-9.6% in constant currency) to EUR 157m, representing a gross profit margin of 19.5%. The 144 bp gross margin contraction reflects negative mix effects as well as competitive pressures in the region. The lower gross profit was partially mitigated by continued strong cost control in the region, with adjusted EBITA declining at a slower rate of 14.7% (–8.6% in constant currency). This enabled the region to achieve a 33 bp expansion in conversion margin to 47.9% during the year.

Holding companies

Operating costs at the Group’s holding companies, which relate to the Group’s non-operating entities as well as the head office in Belgium, rose by 7.0% to EUR 38m, or 0.9% of Group revenues. The increase was due mostly to general cost inflation in services, partially offset by the impact of ongoing cost-saving measures.

FINANCIAL REVIEW

Revenue

Revenue declined by 7.6% in the fourth quarter, chiefly driven by a 6.3% negative F/X impact, as well as a 4.9% organic contraction. This brought full-year revenue to EUR 4.1bn, representing a 2.4% decline over the prior year, with a 2.9% growth contribution from acquisitions partly offsetting a 3.8% F/X headwind, as well as slight organic contraction of 1.6%.

Life Sciences revenue declined by 1.7% (+1.9% increase in constant currency) to EUR 2.6bn, supported by growth contribution from recent acquisitions, and robust organic performance in Pharma & Healthcare across all regions, as well as Food & Nutrition in the US. This has offset the ongoing weakness in Personal Care and Flavours & Fragrances end markets. Revenue in Industrial Chemicals was EUR 1.5bn, representing a decline of 3.7% (+0.3% in constant currency), with continued demand weakness notably in CASE.

Profitability

Gross profit in the fourth quarter decreased by 12.4% to EUR 217m, bringing full-year gross profit to EUR 968m, representing a 6.1% reduction over the prior year. The 91 bp gross profit margin contraction to 23.6% reflects the negative mix effect across the Group, specifically, the weak performance of traditionally higher-margin businesses within Life Sciences, such as Personal Care and Flavours & Fragrances.

Adjusted EBITA in the fourth quarter was EUR 78m, bringing full-year adjusted EBITA to EUR 411m, and adjusted EBITA margin to 10.0%. The 117 bp contraction in adjusted EBITA margin reflects the lower gross profit achieved by the Group, as well as margin dilution from recent acquisitions, only partially offset by the reduction in operating expenses as part of the Group’s cost savings initiatives. This resulted in a conversion margin of 42.4% for the year, representing a contraction of 321 bp over the prior year.

Net financial expense for the year increased by 6.4% to EUR 138m, as lower financial income offset a 14.0% reduction in financial expense. The lower financial income was due to lower gains from the revaluation of acquisition-related liabilities, as well as reduced interest income from the lower cash balance. The significant reduction in financial expense was largely driven by lower interest expense on debt following the refinancing of some of the Group's debt instruments at the end of 2024. Tax expense in 2025 was EUR 62m, implying an effective tax rate of 35.3%, versus 26.0% in 2024, driven by relatively higher profit contribution in geographies with higher tax rates, lower benefit from non-taxable fair value adjustments on acquisition-related liabilities and the impact of unrecognised current tax losses.

Lower operating profit, as well as higher net financial expense and effective tax rate, resulted in a reported net profit of EUR 113m for 2025, representing a decline of 40.1% over the prior year. This translates to earnings per share (EPS) of EUR 0.46, and cash earnings per share of EUR 0.83.

Cash flow and financing

Net working capital to revenue normalised for acquisitions was 14.1% at the end of 2025, versus 15.3% at the end of September 2025, and 15.9% at the end of 2024. The reduction in working capital reflects partly the weaker demand in the industry, but also our focus on continuously improving working capital management and cash generation, as reflected in the reduction in DIO from 57 to 51 days, and total working capital from 58 to 51 days of normalised revenue.

Free cash flow increased by 29.2% to EUR 442m in 2025, representing cash conversion ratio of 106.0%. The 34 percentage point step-up in cash conversion is underpinned by the Group’s relentless focus on managing its working capital and cash generation, and demonstrates the Group’s asset-light, defensive cash generation capacity.

Despite the incremental decline in profitability, net debt was EUR 1.6bn and the leverage ratio stood at 3.3x, versus EUR 1.7bn and 3.4x respectively at the end of September 2025, and EUR 1.5bn and 2.9x at the end of December 2024. At the end of the period, the Group had liquidity of EUR 713m in cash and unused credit facilities.

NON-FINANCIAL PERFORMANCE

In January 2025, Azelis launched Impact 2030, the next phase of its long-term sustainability programme, reinforcing its leadership in environmental stewardship, social responsibility and ethical governance. The programme is structured around four pillars: Portfolio, Environment, People and Governance. Selected KPIs are outlined below.

¹ Market-based.

Portfolio

• 81.1% of our revenue originated from ESG-assessed suppliers, outperforming our target of 80%.

Environment

• Scope 1 & 2 emissions: CO₂e emissions reduced by 2,218 tonnes, a 16.9% year-on-year decline and a 21.5% reduction versus the 2022 baseline, keeping us on track to achieve our 42% reduction target by 2030.

• Scope 3 CO₂e emissions decreased by 66,985 tCO₂e compared to 2024 and by 691,112 tCO₂e compared to the 2022 baseline, reducing our total Scope 3 emissions by 1.4% and 12.7% respectively. In 2025, we further strengthened the methodology of our most significant Scope 3 category, being Scope 3.1 purchased goods and services, which represents 91.2% of our total Scope 3 emissions, and submitted our supplier engagement target to SBTi².

People

• Women represent 33.3% of our senior leadership team, reflecting progress towards our 35% target by 2030.

Governance

• Zero material regulatory breaches, underscoring the Group’s strong focus on export control compliance and internal policy adherence.
• Four breaches of internal ethics policies were identified and addressed through disciplinary action, with policies strengthened and targeted training implemented to prevent recurrence.

ESG Ratings

• CDP A- (Leadership)
• EcoVadis Gold (top 5%)
• MSCI AA (Leadership)
• Sustainalytics top rated, low risk

Details of the full programme are provided in Azelis’s Integrated Report 2025, which contains information on both financial and non-financial performance.

1 The supplier engagement target is currently under validation by SBTi and may be subject to change.

FINANCIAL CALENDAR

ALTERNATIVE PERFORMANCE MEASURES

Throughout its financial communication (annual and interim reports, website, press releases, presentations, etc.), Azelis presents certain financial measures and adjustments that are not in accordance with IFRS, or any other internationally accepted accounting principles. Certain of these measures are termed 'alternative performance measures' (APMs) because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. For more information regarding these APMs, including definitions and calculation methodology, refer to the section 'alternative performance measures' in the Azelis GroupIntegrated reports.

APPENDIX

All figures and tables contained in the appendix have been compiled in accordance with the IFRS Accounting Standards as adopted by the European Union.

Statutory auditor’s note on the consolidated financial information for the year ended 31 December 2025
The statutory auditor, PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL, represented by Peter D'hondt, has issued an unmodified report dated 17 February 2026 on the company’s consolidated accounts as of and for the year ended 31 December 2025, and has confirmed that the accounting data reported in the accompanying press release is consistent, in all material respects, with the accounts and accounting records from which it has been derived.

The statutory auditor has issued a limited assurance report containing an unmodified conclusion dated 17 February 2026 on the consolidated sustainability statement, and has confirmed that the sustainability data reported in the press release is consistent, in all material respects, with the consolidated sustainability statement from which it has been derived.

Consolidated income statement for the period ended 31 December

Consolidated statement of financial position

Consolidated statement of cash flows

Condensed notes to the consolidated financial statements

Business combinations

The Group completed four acquisitions during 2025. In 2025, these acquisitions together added €61.1 million of revenue, €8.8 million of adjusted EBITA and €6.1 million of net profit to the Group's net result. If these acquisitions would have occurred at the start of 2025, management estimates that, for 2025, the consolidated revenue would have been €4,183.3 million, the consolidated adjusted EBITA would have been €420.3 million and the consolidated net result for the year would have been €120.4 million.

Inventories

Trade and other receivables

Loans and borrowings

2025

¹ Base rate dependent on drawing cycle.
² Facility matures in 2029, but drawn amount classified as short-term, given its nature.

2024

¹ Base rate dependent on drawing cycle.

Net financial expenses

NOTES TO THE EDITOR

About Azelis

Azelis is the reference global innovation service provider in the speciality chemical and food ingredients industry, present in 64 countries across the globe with over 4,100 employees. Our knowledgeable teams of industry, market and technical experts are each dedicated to a specific market within Life Sciences and Industrial Chemicals. We offer a comprehensive portfolio of complementary products to more than 65,000 customers, supported by +2,800 principal relationships, creating a turnover of €4.1 billion (2025). Azelis Group NV is listed on Euronext Brussels under ticker AZE and is included in the BEL20 and BEL®ESG indices.

Across our extensive network of more than 70 application laboratories, our award-winning teams develop innovative and sustainable formulations and provide technical guidance throughout the product development process. We combine global market reach with a local footprint to offer reliable, integrated, and unique digital services to local customers and attractive business opportunities to principals. Recognised for our sustainability leadership, we are committed to responsible growth that positively impacts people, communities and the planet. Through the application of science and deep market expertise, we act as catalysts for innovation, enabling our customers to win and our principals to grow.

Innovation through formulation.

Important disclaimer

This press release may contain statements relevant to Azelis Group NV (the Company) and/or its affiliated companies (collectively Azelis or the Azelis Group) which are not historical facts, contain wording like 'potential', 'believes', 'anticipates', 'expects', 'intends', 'plans', 'seeks', 'estimates', 'may', 'will', 'continue' and similar expressions, and are hereby identified as 'forward-looking statements'. Such forward-looking statements include, without limitation, those relating to the future business prospects, revenue, working capital, liquidity, capital needs, interest costs, and income, in each case relating to the Azelis Group.

The forward-looking statements and estimates contained herein represent the judgment of and are based on the information available to the Board of Directors and the Company’s management as of the date of this press release. They are subject to a number of known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, financial condition, performance or achievements, or industry results to differ materially from those expressed or implied by the forward-looking statements.

These forward-looking statements should not be considered as guarantees for the future performance of the Azelis Group and should, therefore, be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements. These include without limitation global spread and impact of military conflicts and pandemics, changes in economic, and business cycles, the terms and conditions of Azelis's financing arrangements, foreign currency rate fluctuations, competition in Azelis's key markets, acquisitions or disposals of businesses or assets, potential or actual data security breaches, changes in laws and regulations, changes or uncertainties in tax laws or the administration thereof, hiring and retention of employees, and trends in Azelis's principal industries or economies. Azelis's efforts to acquire and integrate businesses may not be as successful as Azelis may have believed at the moment of acquisition. Last but not least, a breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and availability of Azelis's data and systems.

The foregoing list of important factors is not exhaustive. When considering forward-looking statements, careful consideration should be given to the foregoing factors and other uncertainties and events, as well as factors described in any other document published by the Company with the Belgian Financial Services and Markets Authority (FSMA) or on the Azelis website from time to time. No undue reliance should be placed on such forward-looking statements, which are relevant only as of the date of this publication and do not reflect any potential impacts from the evolving military conflicts, pandemics or other adversity, unless indicated otherwise. Except as required by the FSMA, Euronext, or otherwise in accordance with applicable law, the Company disclaims any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Certain financial information in this press release has been rounded according to established commercial standards. As a result, this press release may show minor rounding differences versus comparable periods as presented earlier. Pursuant to Belgian Law, Azelis is required to prepare this press release in Dutch. Azelis has also made this report available in English.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218866440/en/

Contact information

Azelis Investor Relations
T: +32 3 613 01 27
E: investor-relations@azelis.com

Source: Azelis