Annual Report
2025
Contents
2025 at a glance 4
About NX Filtration 6
Report of the Management Board 8
Business review 10
Sustainability report 16
2025 month by month 30
Financial Performance 34
Risks and Uncertainties 38
Corporate governance 66
Report of the Supervisory Board 82
Financial statements 100
Consolidated financial statements 102
Company financial statements 138
Other information 148
Provision in the Articles of Association relating
to profit appropriation
150
Independent auditor’s report 152
3NX Filtration - Annual Report2 Contents
2025
at a glance
€ 14.1 million
total income
59%
gross margin
649 billion
liters of clean
water enabled
Full year revenue growth of 28%;
After a relatively slow start in
H1 2025 with 12% growth, revenues
in H2 2025 grew with 45%
Proven track-record of more than
50 operational hollow fiber
nanofiltration (HFNF) projects,
and a further 30 projects in
commissioning phase
Growing our funnel of OEM partners
for our HFNF products from 160 to
180 OEMs, and further advancing OEMs
in our funnel towards full scale projects
Strong traction in our ultrafiltration (UF)
business, and microfiltration (MF)
business for which we now have
references across most major soft drink
producers and global brewery groups
Excellent technology position, underscored
by a sustained high gross margin
Successful integration of all operations in
our new factory, driving further efficiencies
5NX Filtration - Annual Report4 2025 at a glance
About NX Filtration
NX Filtration is a provider of membrane technology for producing
pure and affordable water to improve quality of life. Its hollow
fiber nanofiltration (HFNF) technology removes micropollutants
(including pharmaceuticals, medicines, PFAS and insecticides),
color and selective salts, but also bacteria, viruses and nanoplastics,
from water whilst offering strong sustainability benefits.
In addition to HFNF modules, NX Filtration sells Ultrafiltration (UF)
and Microfiltration (MF) modules. NX Filtration sells its filtration
membrane modules in its two business lines: Clean Municipal Water
and Sustainable Industrial Water.
Business lines
Clean Municipal Water
In its Clean Municipal Water business line, NX
Filtration’s membrane technology enables its
customers to produce high quality water from
surface water, or from municipal waste water,
by removing, amongst others, micropollutants,
nanoplastics and medicine residues, to treat
municipal wastewater streams to prevent
discharge of polluting substances in the envi-
ronment, and to reuse treated wastewater for
purposes that also include the production of
drinking water.
Sustainable Industrial Water
In its Sustainable Industrial Water business line,
NX Filtration’s membrane technology enables
its customers to treat surface or well water to
optimize quality and characteristics for process
water, prevent discharge of polluting waste-
water and reuse wastewater for industrial
processes and recover, and recycle valuable raw
materials from wastewater streams.
Commercialization strategy
NX Filtration’s scalable commercial model is based on establishing relationships with original equip-
ment manufacturers (OEMs), who are responsible for the design and delivery of the overall filtration
system at the end-users facilities. To facilitate this process, from technology adoption to project
realization, NX Filtration supports these OEMs with various tools, amongst which a large fleet of pilot
systems (mobile units that are typically deployed at customers’ sites to test water treatment perfor-
mance, or to establish optimal process parameters and conditions for a full-scale plant). Once these
OEM customers have worked with NX Filtration’s membrane technology, they become an important
element in the further commercial rollout of NX Filtration’s products, leading to repeat orders from
existing clients, and periodic module replacements at existing plants.
7NX Filtration - Annual Report6 About NX Filtration
Report of the
Management
Board
9NX Filtration - Annual Report8 Report of the Management Board
Business review
In the drinking water sphere, Europe made a
major step in September 2025 with a provisional
agreement to update priority-pollutants under
the Water Framework Directive, adding PFAS,
pharmaceuticals, bisphenols, and various break
-
down products to the list.
In terms of wastewater, the recast EU Urban
Wastewater Treatment Directive entered into
force in January 2025, covering various themes
that directly benefit NX Filtration’s hollow
fiber nanofiltration (HFNF) products. These
themes include stricter treatment requirements
(amongst others for micropollutants), reuse of
treated wastewater as part of national wa
-
ter-resilience strategies, and energy neutrality
in wastewater treatment processes. In other
parts of the world regulations on wastewater
treatment and reuse are also continuing to be
tightened. For example, Vietnam established
a new regulation for domestic and municipal
wastewater in September 2025, updating dis
-
charge limits and monitoring requirements for
municipal wastewater.
Water is also an increasingly pressing theme
for industrial companies, particularly those in
water-intensive industries like the beverage and
high-tech sectors. Across Asia, tightening reg
-
ulation forces industrial companies to upgrade
their wastewater treatment processes. For
example, in India, new consent guidelines were
introduced to evaluate and enforce discharge
permits in industrial sectors. In Indonesia, new
regulation was introduced to establish a more
comprehensive regulatory framework for indus
-
trial wastewater standards. Also, in Europe this
theme continues to gain importance: in France,
a new PFAS law seeks to reduce industrial PFAS
discharges, with a 70% reduction by 2028 (com
-
pared to 2023) and a full elimination by 2030.
In addition to the favorable end-market trends
supporting broader adoption of our membrane
portfolio, the industry is also experiencing in
-
creased regulatory scrutiny on the use of PFAS
in membrane manufacturing. This scrutiny
particularly affects membrane producers that
rely on PVDF (polyvinylidene fluoride)-based UF
and MF membranes. By contrast, NX Filtration’s
PES (polyethersulfone)-based membranes are
PFAS-free and therefore well-positioned to ben
-
efit from this regulatory shift.
Commercial progress
As communicated at our Capital Markets Day
in April 2025, we measure our potential for the
years to come based on the traction with our
OEMs in our funnel. Over the past years, we have
geared our commercial efforts to developing our
pipeline with strong OEM partners, based on
an increasingly stringent and targeted process,
resulting in a high-quality pipeline today.
At the end of 2025, our funnel for hollow fiber
nanofiltration (HFNF) related OEM partners
comprised of 180 OEMs, compared to 160 OEMs
at the end of 2024. During 2025, we successful
-
ly added a total of 20 OEMs to our funnel and,
most importantly, further progressed OEMs
through the different stages of our funnel.
Examples include Veolia (France) and Ceramed
Engineers (India), with whom we secured our
first Hollow Fiber Nanofiltration (HFNF) orders.
In 2025 we continued to work on our
mission ‘clean and affordable water for
all’, whilst offering strong sustainability
benefits to our customers and providing
an inspiring working environment for
our employees.
With the building blocks for success put in
place over the past years, we could start 2025
with a fierce focus on commercial execution.
The impact of these efforts can be seen in our
business. After a relatively slow start of the
year, with year-on-year revenue growth of 12%
in the first half year of 2025 that was impacted
by evolving lead times in the project sched-
ules of our OEMs and end-customers, we did
significantly increase our year-on-year revenue
growth to 45% in the second half year of 2025.
We made strong progress in our OEM funnels,
and have a high-quality pipeline with clear
project opportunities in sight. This positions us
well for further growth in the years to come,
for which we foresee revenue growth with on
average 50% per year at sustained high gross
margin levels, underscoring our strong technol-
ogy position.
2025 was also a transition year in terms of
optimizing our cost position. We completed the
transfer of all our activities to our new facto-
ry and launched various efficiency programs.
We narrowly focused our research and design
activities to further cement our broad and
competitive portfolio across all three product
ranges (HFNF, UF and MF). These efforts have
already resulted in lower operating cost in 2025,
in conjunction with further business growth.
With regards to Capex, we are fully invested in
our new factory, with 2025 Capex 75% lower
than in 2024, and further reductions expected
for 2026. We continue to proactively align our
cost levels to the timing of realizing our growth,
therewith controlling our path towards break-
even operations.
Market developments
Water scarcity and water quality remain key
drivers for positive market development for
hollow fiber nanofiltration in the years to come.
According to the United Nations, global demand
for freshwater will exceed supply by 40% by
2030 if no action is taken.
Floris Jan Cuypers
CEO
Jan Feie Zwiers
CFO
Michiel Staatsen
COO
11NX Filtration - Annual Report10 Business review
focus towards high-yielding product-market
combinations across our HFNF, UF and MF
product lines. We also proactively align our
product portfolio, and the efforts of our re
-
search and development team, to products that
directly serve commercial market opportunities.
For the years to come, NX Filtration continues
to focus on realizing its medium-term objec
-
tives, targeting revenue growth with on average
of 50% per year at sustained strong gross mar
-
gin levels, and realizing break-even operations.
We continue to proactively align our cost levels
to the timing of realizing our growth, therewith
controlling our path towards break-even oper
-
ations. After the completion of our new factory
in 2024, and the consolidation of all our opera
-
tions in this new factory in 2025, our investment
agenda is expected to be further reduced in
2026.
Our longer-term growth ambitions are un
-
changed, given the enormous challenges the
global water sector faces and our unique port
-
folio of products that address these challenges.
We continue to work on our mission ‘clean and
affordable water for all’, whilst offering strong
sustainability benefits to our customers and
providing an inspiring working environment.
Management Board
Floris Jan Jan Feie Michiel
Cuypers Zwiers Staatsen
CEO CFO COO
Our objective is to further commercialize our
funnel of OEM partners, with HFNF revenues in
the years to come primarily from:
1. New projects, repeat projects and module
replacements from OEMs that today are
already actively using our HFNF modules
in their full-scale projects (38 OEMs versus
30 OEMs end of 2024) or are in the phase
of project development (27 OEMs versus 25
OEMs end of 2024).
2. Channeling the OEMs that are actively test
-
ing our modules for potential future use (115
OEMs versus 105 OEMs end of 2024) further
through the funnel.
In parallel to our progress on our HFNF OEM
funnel, we continue to build out our business
for Ultrafiltration (UF), with newly contract
-
ed OEMs including H2O Innovation (Canada),
Wabag (India) and Lenntech (the Netherlands),
and Microfiltration (MF), for which we now have
references across most major soft drink produc
-
ers and global brewery groups. These products
benefit from shorter sales and development
cycles than HFNF, as we offer unique technolo
-
gy and solutions that primarily tap into existing
replacement markets. With these products we
can also create a cross-sell platform with OEMs
for our HFNF products.
We are set-up to address all sweet spots across
our customers’ filtration needs, acting as full
spectrum water filtration technology partner
and enabling our OEMs to embed our technology
in their offerings.
Sustainability and ESG impact
Sustainability and a clear Environmental, Social
and Governance (ESG) agenda are at the heart
of NX Filtration’s business. We passionately
believe we have a responsibility to contribute
positively to society and the environment.
We continue to use our targeted ESG framework
to address and monitor our impact along three
pillars:
1. Clean water for all: Our 2025 membrane
sales can enable the production of 649
billion liters of clean water
1
, enabling access
to clean water across 34 countries.
2. Avoiding emissions at our customers:
With our membrane module sales in 2025,
we enabled 6,222 ton CO
2
e savings during
the deployment lifetime of our modules,
by avoiding the use of 11.6 million kg of
chemicals and saving 141 GWh energy
compared to conventional technologies.
3. Our internal initiatives: We have imple-
mented various sustainability measures
and initiatives around ESG related themes
in our own operations, for our employees
and our partners.
In our Sustainability Report, that forms part
of this Annual Report, we further elaborate on
these and other ESG related aspects.
Outlook
In recent years we have put strong building
blocks in place for the growth journey ahead of
us, amongst others related to our solid technol
-
ogy, expanded production capacity, strong ESG
framework, our global sales organization, and
our growing pipeline of commercial opportuni
-
ties. Based on these building blocks, we have
set clear priorities that we will drive with full
dedication.
First and foremost, we will continue our existing
approach in developing OEM relationships and
converting project opportunities into orders,
and build on existing OEM relationships for
repeat orders. Based on the learnings from prior
years we are further pursuing our commercial
1
Based on NX Filtration’s sales of approximately 5,358 membrane modules (HFNF and UF only), multiplied by the expected capacity
and lifetime of such modules. See Sustainability Report for details, assumptions and methodologies
13NX Filtration - Annual Report12 Business review
Major milestone of commissioning of the large scale HFNF
wastewater reuse plant in Mexico, for which NX Filtration
received a repeat order in 2025 to double the capacity.
Business review 15NX Filtration - Annual Report14
Sustainability
report
Introduction
Sustainability and ESG are at the heart of NX
Filtration’s business. Our vision is to be a leading
global provider of breakthrough nanofiltration
technology that enables customers to, amongst
others, produce pure and affordable water,
treat wastewater, reduce their water footprint
and achieve strong sustainability benefits.
Water scarcity and water quality are major
global and structural issues and key drivers of
the water market. For example, it is estimated
that 1.1 billion people worldwide lack access
to water, and a total of 2.7 billion people find
water scarce for at least one month of the
year.
1
By the end of 2025, approximately two-
thirds of the world’s population may face
water shortages. In addition, the discharge of
wastewater increasingly poses challenges for
the environment (for example the presence
of antibiotic resistant bacteria resulting in
potential health issues) and for the production
of drinking water (for example increased
requirements on the removal of micropollutants).
NX Filtration’s direct nanofiltration technology
can play a central role in addressing these
issues. Our technology is designed to remove
micropollutants (including pharmaceuticals,
medicines, PFAS and insecticides), colour
and selective salts from water in one single
step and also removes bacteria, viruses and
nanoplastics from polluted fresh water sources.
The direct nanofiltration technology avoids the
use of pretreatment chemicals in the water
treatment process and substantially reduces
energy consumption, so that a
competitive operational costs
can be offered to our clients.
At NX Filtration, we believe
we have a responsibility to
contribute positively to society
and the environment. We are
officially B Corp certified and
joined a global movement of over 8,400 B Corps
that pursue a sustainable purpose alongside
profit. We believe we have a responsibility
to contribute positively to society and the
environment. A B Corp must meet high, verified
standards in terms of social and environmental
impact, accountability and transparency and
the certification is granted by B Lab. B Lab is
the nonprofit network transforming the global
economy to benefit all people, communities, and
the planet. The B Corp certification addresses
the entirety of a business’ operations and covers
five key impact areas of Governance, Workers,
Community, Environment and Customers. Every
three years, B Corps must recertify to uphold
certification. Becoming a B Corp marks another
significant milestone in advancing our ESG
agenda and demonstrates our commitment
to a sustainable and socially responsible
organization. Together with the global B Corp
community we take collective action to address
society’s most critical challenges.
Additionally, we remain very well on track to
meet our externally certified science-based
CO
2
reduction targets, as confirmed by
ongoing performance tracking against our
approach that was approved by Science Based
Targets initiative (SBTi), and we continued
to participate in the United Nations Global
Compact initiative by actively submitting our
Communication of Progress 2025. Our formal
ESG Committee continued with overseeing
matters with regard to sustainability,
environmental, social, corporate governance
and human capital matters. Further reference
is made to the Risks and Uncertainties
paragraph of our Management Board Report
in which we describe our efforts in 2025
on various topics such as code of conduct
compliance, business ethics and human rights.
As used throughout this Annual Report, “ESG”
means Environmental, Social and Governance.
Environmental factors for example include the
contribution NX Filtration makes to climate
change through (the reduction of) greenhouse
gas emissions, along with waste management
and energy efficiency by the use of its products.
Social factors for example include human rights,
labor standards throughout the supply chain,
and more routine issues such as adherence
to workplace health and safety and gender
equality. Governance refers to a set of rules or
principles defining rights, responsibilities and
expectations between different stakeholders in
NX Filtration’s governance.
Alignment with UN Sustainable
Development Goals
To obtain input on material topics on
environmental, social and economic
parameters, NX Filtration performed a broad
stakeholder survey amongst employees,
Importance for NX Filtration
Importance for stakeholders
Moderate
Carbon
neutrality
Community
involvement
Data security & privacy
Sustainable and responsible supply chain
Energy efficiency of operations
Diversity & equal opportunities
Risk management Hazardous
substances
Partnerships
Resource scarcity
Sustainability of end products
Training & development
Customer
satisfaction
Management of
customer relationship
Employee engagement
Climate change and
water challenges
People & process safety
Business ethics
& integrity
Sustainable innovation
and technology
Product
circularity
High Very high
Moderate High Very high
Environmental
material topics
Social material
topics
Economical
material topics
1
Source: https://www.worldwildlife.org/our-work/freshwater/water-scarcity/
17NX Filtration - Annual Report16 Sustainability report
customers, suppliers, communities and
partners. These material topics formed the
basis for the development of a materiality
matrix and the mapping to the UN SDGs.
The SDGs are guiding NX Filtration’s ESG
agenda, by way of which NX Filtration supports
society. NX Filtration has selected five SDGs
that today form an integral part of NX
Filtration’s strategic framework. The SDGs
that NX Filtration seeks to contribute to are
SDG 6 – Clean water and sanitation, SDG 8
– Decent work and economic growth, SDG 9 –
Industry, innovation and infrastructure, SDG
12 – Responsible consumption and production
and SDG 17 – Partnership for the goals. NX
Filtration has set key performance indicators
(KPIs) for each SDG and is monitoring these
KPIs and initiating improvement actions. These
KPIs are described in the paragraph
NX Filtration’s integrated ESG framework.
ESG Committee
At NX Filtration we have a clear vision to be
among the best-in-class performing ESG
companies, not only in what we do, but also
in how we do it. We have therefore installed
a formal ESG Committee. The purpose of
the ESG Committee is to assist and support
the Management Board and the Supervisory
Board in carrying out its governance and
oversight responsibilities with regard to
sustainability, environmental, social, corporate
governance and other human capital matters.
The members of the ESG Committee are NX
Filtration’s independent Supervisory Board
members Ms C. (Carolina) Wielinga en Mr
B.A.M. (Benno) van Dongen. The installment
of a formal ESG Committee has further
shaped NX Filtration’s ESG agenda and the
broad duties and responsibilities include,
amongst others: (i) monitor, evaluate and
provide guidance on our policies, procedures
and practices with respect to ESG matters;
(ii) review and monitor the development and
implementation of targets, standards, metrics
or methodologies that NX Filtration may
establish from time to time, (iii) oversee our
public disclosure on ESG matters, (iv) review
and monitor initiatives to manage and mitigate
its environmental impact (greenhouse gas
(GHG)- and non-GHG reduction); (v) review
and monitor any significant examination or
audit by external auditors (if any, which has
not taken place in 2025), regulators or key
ESG rating agencies on ESG matters (such
as B Corporation); (vi) review and monitor,
as appropriate, human capital initiatives, for
example diversity and inclusion initiatives,
employee wellbeing or engagement initiatives
(such as UN Global Compact); and (vii) review
and monitor, as appropriate, social initiatives
and commitments, including, among others,
initiatives related to the field of education.
The Science Based Targets
initiative (SBTi)
NX Filtration’s CO
2
reduction targets for Scope
1 and Scope 2 emissions have been officially
validated by the SBTi. By committing to the
SBTi, NX Filtration commits to a 42% decrease
in absolute Scope 1 and 2 emissions by 2030. To
achieve this target, NX Filtration will procure
green electricity, continues to switch to electric
vehicles, and further electrify its operations.
The SBTi defines and promotes best-practices
in setting emission reduction targets and is
considered the most ambitious and reputable
carbon target setting standard globally.
Science-based targets are emissions reduction
targets which are in line with scenarios deemed
necessary by climate scientists to meet the
goals of the Paris Agreement of limiting global
warming to a maximum of 1.5 °C.
Vision
To be a leading global provider of technology for producing pure
and affordable water to improve our quality of life.
Mission
Inspired by our team's passion for membranes we develop and produce
innovative products and solutions, enabling our partners to excel in
membrane filtration applications.
Company values
19NX Filtration - Annual Report18 Sustainability report
NX Filtration’s integrated ESG
framework
NX Filtration has established an ESG
framework to embed ESG in its way of working.
This ESG framework consists of three layers.
The first layer constitutes the impact NX
Filtration is aiming to make with its technology
in addressing the global challenges around
water scarcity and water quality, contributing
to SDG 6 relating to clean water and
sanitation. NX Filtration seeks to be a leading
and global provider of breakthrough technology
for producing pure and affordable water to
improve quality of life.
Key KPIs in this respect mainly relate to SDG 6
(clean water and sanitation) and include i) the
amount of clean water production enabled by
NX Filtration membrane module sales and ii)
the number of countries in which NX Filtration
supplied its membrane modules.
The second layer constitutes the impact NX
Filtration is aiming to make on its customers’
operations and on its partners. The energy
efficient and chemicals free operation of NX
Filtration’s membranes requires less energy
compared to conventional technologies
(environmental impact) and NX Filtration’s
solution avoids the use of flocculants and
coagulants in pre-treatment (that is required
for traditional filtration processes) and requires
a low cleaning frequency (environmental and
social impact). NX Filtration has a strong
academic network; it partners and cooperates
with multiple universities and research
institutes around the world, including the
University of Twente, Saxion University of
Applied Sciences and the Universität Hamburg
(governance impact).
Key KPIs in this respect mainly relate to SDG
12 (responsible consumption and production)
and include i) GHG emissions scope 1 and 2 and
3 (upstream) and ii) avoided GHG emissions
during the use of NX Filtration’s membrane
modules.
The third layer constitutes NX Filtration’s own
organisation, in which it has implemented
various sustainability measures and is deploying
various initiatives around ESG related themes.
For example, NX Filtration’s coating process for
its HFNF membranes is based on water-based
chemistry (green chemistry), in contrast to
conventional solvent-based coating processes
and NX Filtration has developed an energy
efficient membrane spinning process based on
a unique in-line polymer mixing concept. NX
Filtration is valuing a diverse workforce. For
example, its 158 FTEs at 31 December 2025
represented 20 nationalities.
Key KPIs in this respect mainly relate to SDG 8
(decent work and economic growth) including i)
growth in the number of employees and ii) lost
time injury rate, SDG 9 (Industry, innovation
and infrastructure) including i) the number of
patents filed and granted and ii) the number of
scientific publications authored or supervised
by NX employees and SDG 17 (partnerships
for the goals) including i) progress on the
implementation of the supplier code of conduct
and ii) NX Filtration’s network of research
partners.
On the following pages, various examples and
KPIs have been included on these three layers.
11186209
Pilots Demo plants Full-scale plants Of which repeat orders
of projects in 2023:#
Environmental Social Governance
US Sustainable Development Goal 6 - Pure and affordable water for all
Energy efficient operation
Green chemistry
Production energy savings
Safety
Training and development
Diversified employee base
Sustainable supply chain
Knowledge sharing
Avoiding chemicals in pre-treatment
Clean water
for all
Avoiding
emissions
at our
customers
Our internal
initiatives
Gross income (€ ‘000)
815
8,053
4,625
2,613
20232022
-4%
Other
income
Sustainable
Industrial Water
Clean Municipal
Water
808
8,354
4,977
2,569
Recurring
replacements
Repeat
orders
ReplacementsFull-scaleDemo plantsPilots
21NX Filtration - Annual Report20 Sustainability report
Clean water for all
Our impact in 2025*
2025 membrane sales could
enable the production of:
649 billion liters
of clean water
Based on NX Filtration’s sales of approximately
5,358 membrane modules (HFNF and UF),
multiplied by the expected capacity and
lifetime of such modules.
2025 revenue of sale
of goods by region
Rest of the World
Europe
North America
Asia
22%
27%
43%
8%
* Please note the statements and information provided in this section are unaudited.
Our 2025 membrane sales
Europe
enabled clean water across 34 countries worldwide
23NX Filtration - Annual Report22 Sustainability report
Avoiding emissions
Our impact in 2025*
* Please note the statements and information provided in this section are unaudited.
NX Filtration’s GHG
footprint in 2025
amounted to:
648
ton CO
2
e
versus:
6,222 ton
CO
2
e savings
enabled during the deployment
of NX Filtration’s
membrane modules
avoidance of 11.6 million kg of chemicals
141 GWh energy savings
Downstream CO
2
e savings of
NX Filtration’s products
The downstream CO
2
e savings that NX
Filtration enables through offering its
HFNF
membrane modules as an alternative to
conventional water treatment technologies,
such as activated carbon or a combination of
ultrafiltration and reverse osmosis, add up to
approximately 3,578 kilo CO
2
e saved over the
typical lifetime of a module.
In this analysis, the chemicals and energy
footprint of NX Filtration’s technology has
been compared with a broad set of alternative
technologies based on sources including
Aggarwal (Rahul Aggarwal, “Strategic
Assesment of Drinking Water Production
Systems Environmental impacts from a
Life Cycle perspective”, KTH Royal Institute
of Technology, school of architecture and
the built environment, Stockholm, Sweden
2020) and The Water Factory (Energie en
Grondstoffenfabriek). CO
2
e savings of NX
Filtration’s other products have not been taken
into account in this analysis of downstream
savings, despite the fact that the production
and related activities (such as business travel)
of such products has been included in the GHG
footprint analysis of NX Filtration.
CO
2
e emission and energy consumption
reduction programs at NX Filtration
Albeit emissions in upstream and business
related activities represent a relatively small
portion compared to downstream emissions,
NX Filtration is implementing various programs
to further reduce its energy consumption
and CO
2
e emissions per membrane module.
Programs focus on those areas where most
improvement can be made, most notable in
reducing waste in the production process. It is
expected that, after the start-up of the new
megafactory and the integration of our existing
operations into this facility, we will be able to
realize reductions of waste in production. Other
ongoing programs to reduce our CO
2
footprint
include the recovery of materials used in the
production process and further production
efficiencies. ESG is strongly embedded in the
design of our new megafactory, with more than
400 solar panels for electricity generation, a
unique peer-to-peer heat exchange contract
with a neighboring datacenter, an extensive
heat energy management and reuse system,
and an inhouse water treatment facility.
Methodology: GHG Protocol
The Greenhouse Gas Protocol (GHG Protocol)
defines three emission scopes.
• Scope 1 emissions refer to all direct
greenhouse gas emissions from sources
that are owned or controlled by the
organization itself.
•
Scope 2 emissions are all indirect greenhouse
gas emissions stemming from the
consumption of purchased electricity, steam,
or other sources generated upstream.
• Scope 3 emissions are all other indirect
greenhouse gas emissions resulting from
an entity’s operations. This includes both
upstream and downstream supply chains,
such as the extraction and production
of purchased materials and fuels, flight
emissions, waste disposal, investments, etc.
Please note the statements and information
provided in this section are unaudited.
Organizational boundaries
NX Filtration’s organisational boundary has
been determined according to the principles
laid down in the GHG protocol. NX Filtration
reports the emissions from its operations over
which it has financial or operational control.
Using this approach, this section includes
emissions from its subsidiaries, NX Filtration
B.V., NX Filtration International B.V., NX
Filtration Real Estate B.V. (each incorporated
in the Netherlands), NX Filtration (Beijing)
Membrane Technology Co. (incorporated under
Chinese law), Ltd., NX Filtration India Private
Limited (incorporated under Indian law), and
NX Filtration Americas, LLC (incorporated
under United States law) so the reported GHG-
data is on a fully consolidated basis.
Base year
NX Filtration has set the base year at 2020
as this is the first year that NX Filtration has
verifiable emission data available on essentially
all scopes.
GHG footprint of NX Filtration
The reported GHG footprint of NX Filtration
includes all emissions of Scope 1, Scope 2, and
business travel of Scope 3, in line with the GHG
protocol.
NX Filtration’s total emissions in 2025
amounted to 648 ton CO
2
e (CO
2
equivalent).
Scope 1 CO
2
e emissions amounted to 308 ton,
of which 7% related to lease cars and 93% to
natural gas combustion). The natural gas usage
(147,609 cubic Nm3) was CO
2
compensated
through NX Filtration’s energy supplier by
investments in Verified Emission Reduction
units. Scope 2 CO
2
e emissions amounted to
40 ton under the well to wheel approach. If we
include CO
2
e emissions due to the construction
and demolition of wind turbines (under an LCA
approach) we add approximately 0.014 grams
of CO
2
e per kWh meaning 27 ton CO
2
e emission
for electricity (based on 1,963 MWh). These
Scope 2 emissions were all off-set as 100%
of the purchased electricity (1,963 MWh) was
sourced from European wind projects. Reported
Scope 3 CO
2
e emissions related to business
travel (currently the only Scope 3 emissions
that are monitored) amounted to 300 ton CO
2
e
in 2025.
25NX Filtration - Annual Report24 Sustainability report
Our internal initiatives
Employees
the number of employees
Our workforce decreased from 169 FTE at the end of 2024 to 158 FTE at the end of 2025, representing
20 nationalities. In addition to the Netherlands, NX Filtration has sales representation in China, Egypt,
France, Germany, India, Indonesia, Japan, Singapore, Spain, United Arab Emirates, United Kingdom,
United States and Vietnam, and works with commercial and technical partners in various other parts of
the world.
NX Filtration is placing strong emphasis on training and development with a focus on innovation, not only
for NX Filtration’s employees, but also for customers, partners and graduates. We are facilitating
internships, joint research programs and partnerships with universities and research institutes.
Our impact in 2025*
* Please note the statements and information provided in this section are unaudited.
158
Safety
lost time injuries in 2025
and 0 fatalities in 2025
NX Filtration harnesses a culture of safety, where
health and safety risks are minimized with a
methodology based on the safety awareness
model. The management of NX Filtration is highly
committed to improving health and safety
conditions. This commitment is shown, amongst
others, by a clear communication to all employ-
ees. Upon joining NX Filtration, each employee
receives an introduction safety training and each
department meeting starts with a health and
safety topic. A proactive hazard reporting system
has been introduced, wherein every employee is
motivated to report hazards, to secure a safe
workplace for all by improving and securing
processes by learning from hazards/near misses
and preventing it will not happen in future. Our
QSHE manager is responsible for managing and
improving our health and safety agenda.
NX Filtration had 4 lost time injuries in 2025
(2024: 0) and 0 fatalities in 2025 (2024: 0).
NX Filtration has a safety policy, conducted
safety trainings and is pro-actively sharing
alerts and performance.
NX Filtration actively engages with its suppliers
about its Supplier Code of Conduct.
Compliance therewith is included in legally
binding agreements with our material suppliers
and contractors for our new megafactory. We
also conducted and continue to conduct various
audits with existing and new suppliers. At NX
Filtration, we are very much committed to
strengthen the value chain by actively engaging
with our suppliers, not only from a pure
business perspective but also to pursue certain
standards and values. We value a reliable and
sustainable business relationship, a better
environment, a safe workplace, high quality
standards and the highest integrity. The
principles we value most and are regarded as a
minimum standard for us to cooperate based
upon, are laid down in our Supplier Code of
Conduct, which we apply to all of our suppliers.
The spirit thereof is professional, reliable,
down-to-earth and accountable.
Suppliers
adherence to NX Filtration’s
Supplier Code of Conduct
by all material suppliers and
contractors for our new
megafactory
4
100%
Our internal initiatives
Employees
the number of employees
Our workforce decreased from 169 FTE at the end of 2024 to 158 FTE at the end of 2025, representing
20 nationalities. In addition to the Netherlands, NX Filtration has sales representation in China, Egypt,
France, Germany, India, Indonesia, Japan, Singapore, Spain, United Arab Emirates, United Kingdom,
United States and Vietnam, and works with commercial and technical partners in various other parts of
the world.
NX Filtration is placing strong emphasis on training and development with a focus on innovation, not only
for NX Filtration’s employees, but also for customers, partners and graduates. We are facilitating
internships, joint research programs and partnerships with universities and research institutes.
Our impact in 2025*
* Please note the statements and information provided in this section are unaudited.
158
Safety
lost time injuries in 2025
and 0 fatalities in 2025
NX Filtration harnesses a culture of safety, where
health and safety risks are minimized with a
methodology based on the safety awareness
model. The management of NX Filtration is highly
committed to improving health and safety
conditions. This commitment is shown, amongst
others, by a clear communication to all employ-
ees. Upon joining NX Filtration, each employee
receives an introduction safety training and each
department meeting starts with a health and
safety topic. A proactive hazard reporting system
has been introduced, wherein every employee is
motivated to report hazards, to secure a safe
workplace for all by improving and securing
processes by learning from hazards/near misses
and preventing it will not happen in future. Our
QSHE manager is responsible for managing and
improving our health and safety agenda.
NX Filtration had 4 lost time injuries in 2025
(2024: 0) and 0 fatalities in 2025 (2024: 0).
NX Filtration has a safety policy, conducted
safety trainings and is pro-actively sharing
alerts and performance.
NX Filtration actively engages with its suppliers
about its Supplier Code of Conduct.
Compliance therewith is included in legally
binding agreements with our material suppliers
and contractors for our new megafactory. We
also conducted and continue to conduct various
audits with existing and new suppliers. At NX
Filtration, we are very much committed to
strengthen the value chain by actively engaging
with our suppliers, not only from a pure
business perspective but also to pursue certain
standards and values. We value a reliable and
sustainable business relationship, a better
environment, a safe workplace, high quality
standards and the highest integrity. The
principles we value most and are regarded as a
minimum standard for us to cooperate based
upon, are laid down in our Supplier Code of
Conduct, which we apply to all of our suppliers.
The spirit thereof is professional, reliable,
down-to-earth and accountable.
Suppliers
adherence to NX Filtration’s
Supplier Code of Conduct
by all material suppliers and
contractors for our new
megafactory
4
100%
Our patent portfolio included 10 patent
families with in total 52 patents granted. In
addition, we are working on various programs
to further improve the sustainability of our
production process, that is already working
according to a ‘green chemistry’ process. Each
of the initiatives on NX Filtration’s research &
development roadmap is monitored against
its contribution to our sustainability
objectives.
Research &
development
patents as per
31 December 2025
In total, our people authored in approximately
54 peer reviewed scientific publications since
2016. In 2025, our people authored in 2 peer
reviewed scientific publications, amongst
others, in Nature Water and Journal of
Membrane Science.
Throughout 2025 a total of 15 students and
trainees were part of the NX Filtration’s
team, e.g., as an intern for their BSc or MSc
thesis. More than 20 lectures were given by
NX Filtration’s team at various conferences
and shows.
Knowledge
sharing
scientific publications,
including Nature Water
and Journal of Membrane
Science
52
2
Academic
network
partnerships with
universities and research
institutes around the world
19
27NX Filtration - Annual Report26 Sustainability report
Preparation of the Sustainability
Report
This Sustainability Report has been prepared
on a voluntary basis and is not fully aligned
with the requirements of the Corporate
Sustainability Reporting Directive (CSRD) or
the EU Taxonomy. As NX Filtration is currently
not within the scope of mandatory CSRD
reporting, compliance with these frameworks
is not yet required. Nevertheless, NX Filtration
closely monitors regulatory developments and
is actively preparing for future alignment where
applicable.
The content of this Sustainability Report has
been developed primarily using a data-driven
approach, drawing on available operational,
environmental, and financial information.
While this Sustainability Report reflects
management’s best understanding of current
performance and progress, formalized
internal controls, risk management processes,
and assurance procedures are not yet fully
embedded across all sustainability data
streams. Formal controls, structured risk
management, and documentation processes
are currently under development and will be
implemented to enhance data robustness,
governance, and audit readiness in future
reporting cycles.
The information provided in this Sustainability
Report has not been subject to an audit or
limited assurance assignment by a third party.
Looking ahead
While growing, the company remains steadfast
in its commitment to Environmental, Social,
and Governance (ESG) principles. NX Filtration
places importance on maintaining high ESG
standards, recognizing our significance for
long-term success, customer satisfaction,
environmental well-being, and societal benefits.
The ongoing substantial growth of NX Filtration
opens up numerous opportunities to integrate
ESG considerations with the right standards
right from the outset.
In 2026, NX Filtration aims to persist in its
business expansion, concurrently increasing
the impact through the sale of membrane
products. This commitment contributes to
global access to clean and safe water while
simultaneously reducing energy and chemical
usage in water treatment processes. As our
business scales up, the goal is to further
decrease energy consumption and implement
measures to minimize greenhouse gas (GHG)
emissions. This involves initiatives such as
procuring green electricity, continuing the
transition to electric vehicles, and electrifying
operations. Other crucial factors in achieving
this objective encompass enhancing efficiency
in new production lines, adopting more energy-
efficient production methods, and moving
towards low-carbon distribution and logistics
through active engagement with suppliers.
29NX Filtration - Annual Report28 Sustainability report
13 January
NX Filtration receives BREEAM-NL
certification for sustainable growth
NX Filtration’s new factory
obtains BREEAM-NL
certification with an
‘Excellent’ rating,
underlining its
commitment
to sustainable
practices and
sustainable
growth. The new
facility exempli-
fies cutting-edge
sustainability
through a combination
of energy-saving measures,
water conservation strategies, and innovative
heat recovery solutions.
11 March
Nijhuis Saur Industries and NX Filtration
launch mobile nanofiltration unit
Nijhuis Saur Industries (NSI), part of Saur
Group, and NX Filtration unveiled the Mobile
Nanofiltration (MONF) unit at Aquat-
ech 2025. The MONF unit
merges NSI’s expertise in
industrial and municipal
water treatment with
NX Filtration’s sta-
teof-the-art hollow
fiber membrane
technology, offering
a modular and chem-
ical-free solution
that allows industries
to effectively close the
water loop.
13 March
Collaboration UPPWATER Pharmaceutical
Residue Removal
NX Filtration joined the UPPWATER consor-
tium with Nijhuis Saur Industries and Wa-
terschap Vechtstromen to remove pharma-
ceutical contaminants from wastewater.
Supported by the Dutch National Growth
Fund, the project demonstrates the ca-
pability of hollow-fiber nanofiltration for
micropollutant removal for drinking water
providers, hospitals and municipal utilities.
8 April
Capital Markets Day – Next Phase of
Growth
NX Filtration welcomed approximately 50
investors at its Capital Markets Day, providing
further background to market developments,
our commercial strategy, the strong progress
we are making in developing our pipeline of
OEM customers, and our continued growth
prospects for the medium- and longer term.
26 May
NX Filtration nominates Piers Clark as
member of the Supervisory Board
NX Filtration announced the nomination of
Piers Clark as Supervisory Board member. Dr
Clark has a broad experience and track record
in the water industry, and is a valuable addition
to the Supervisory Board due to his ex-
perience in the global water sector
supporting innovative technology
companies.
11 July
Repeat order – doubling the world’s largest
HFNF plant capacity
NX Filtration received a repeat order from SA-
PAL (via EcoAzur) to double the capacity of the
world’s largest hollow-fiber nanofiltration plant.
Together with the first phase of the project,
that was already awarded in 2024, the total
capacity of the plant will be 34 Million Liters per
Day (MLD). The installation produces drinking
water from treated wastewater, confirming
large-scale viability for indirect potable reuse.
2025 month by month
31NX Filtration - Annual Report30 2025 month by month
25 August
NX Filtration and Eau d’Azur partner for
advanced micropollutant treatment in Nice
NX Filtration announced a collaboration with
Eau d’Azur for advanced micropollutant remov-
al at the Haliotis urban wastewater treatment
plant in Nice. The program anticipates tight-
ening future EU discharge regulations and
supports sustainable
municipal wa-
ter quality
improve-
ments.
20 October
Beijing Captain and KSM Water introduce
NX Filtration’s HFNF technology for safe
and healthy drinking water systems in of-
fice environments
Together with Beijing Captain Science Co., Ltd
and KSM Water, NX Filtration’s membranes
have been implemented in a unique project that
brings chemical-free, safe, and mineral-bal-
anced drinking water to office environments
across Beijing.
12 November
Bengaluru to get first full-scale hollow
fiber nanofiltration water recycling plant
The Bangalore Water Supply
and Sewerage Board
(BWSSB) and Cer-
amed Engineers
have inaugurat-
ed Bengaluru’s
first full-scale
municipal water
recycling facility
based on HFNF
technology. The
installation uses
NX Filtration’s HFNF
membranes to produce
high-quality reuse water from
treated sewage, marking a significant step
toward circular water management in one of
India’s fastest-growing urban regions.
22 December
NX Filtration expands presence in Indone-
sia through partnership with Jaya Teknik
Indonesia
Indonesia-based system integrator Jaya Teknik
Indonesia selected NX Filtration to supply ul-
trafiltration (UF) modules for the large-scale 5
MLD Ancol Seawater Reverse Osmosis (SWRO)
plant in Jakarta. The UF solution will rein-
force the plant’s pre-treatment performance,
supporting long-term membrane protection
and stable freshwater production for the wider
Ancol tourism district.
33NX Filtration - Annual Report32 2025 month by month
Financial Performance
NX Filtration is a provider of membrane technology for
producing pure and affordable water to improve quality
of life. Its hollow fiber nanofiltration (HFNF) technology
removes micropollutants (including pharmaceuticals,
medicines, PFAS and insecticides), color and selective salts,
but also bacteria, viruses and nanoplastics, from water
whilst offering strong sustainability benefits. In addition
to HFNF modules, NX Filtration sells Ultrafiltration
(UF) and Microfiltration (MF) modules. NX Filtration
sells its filtration membrane modules in its two business
lines: Clean Municipal Water and Sustainable Industrial
Water. As there is a strong interrelationship between NX
Filtration’s different business activities, management
reviews the profitability of the Company on an aggregate
level. All financial information can be found in the
consolidated financial statements.
Gross income
Gross income increased by 28% from € 11,084
thousand in 2024 to € 14,135 thousand in 2025.
Revenues from the sale of goods increased
by 26% from € 10,085 thousand in 2024 to
€ 12,681 thousand in 2025. Other income
increased by 46% from € 999 thousand in 2024
to € 1,435 thousand in 2025.
NX Filtration experienced a relatively slow
start of the year, with year-on-year revenue
growth of 12% in the first half year of 2025,
as communicated in August 2025. We were
impacted by evolving lead times in the project
schedules of our OEMs and end-customers.
Although this situation continued during the
year, we did significantly increase our year-on-
year revenue growth to 45% in the second half
year of 2025.
11186209
Pilots Demo plants Full-scale plants Of which repeat orders
of projects in 2023:#
Environmental Social Governance
US Sustainable Development Goal 6 - Pure and affordable water for all
Energy efficient operation
Green chemistry
Production energy savings
Safety
Training and development
Diversified employee base
Sustainable supply chain
Knowledge sharing
Avoiding chemicals in pre-treatment
Clean water
for all
Avoiding
emissions
at our
customers
Our internal
initiatives
Gross income (€ ‘000)
14,135
20252024
+28%
Other
income
Sustainable
Industrial Water
Clean Municipal
Water
11,084
6,361
3,724
999
1,454
7,843
4,838
Recurring
replacements
Repeat
orders
ReplacementsFull-scaleDemo plantsPilots
35NX Filtration - Annual Report34 Financial Performance
NX Filtration added important new OEMs to its
customer base, strengthened relationships with
its existing OEM partners resulting in various
repeat orders, and experienced strong traction
in onboarding new OEMs to its customer base.
Examples include Veolia (France) and Ceramed
Engineers (India), with whom we secured our
first Hollow Fiber Nanofiltration (HFNF) orders.
In parallel to our progress on our HFNF OEM
funnel, we continue to build out our business
for Ultrafiltration (UF), with newly contracted
OEMs including H2O Innovation (Canada),
Wabag (India) and Lenntech (the Netherlands),
and Microfiltration (MF), for which we now
have references across most major soft drink
producers and global brewery groups. With
this basis, we benefit from a strong pipeline of
project opportunities for 2026 and beyond.
Gross margin, EBITDA and Net
result
Gross margin remained strong at 59.1%
(61.0% in 2024) and is underpinning our strong
technology position.
EBITDA loss was € 15,631 thousand in 2025
compared to a loss of € 15,659 thousand in
2024. EBITDA was positively impacted by
higher revenues at strong gross margins, in
combination with lower operating expenses
1
(€ 22,726 thousand versus € 24,541 thousand
in 2024), driven by efficiencies resulting from
the integration of all operations in our new
factory, and ongoing measures to align our
cost levels to the timing of realizing our growth.
EBITDA in 2025 was negatively impacted by
€ 1,856 thousand resulting from the change
in inventories of finished goods and work in
progress, compared to a positive impact of
€ 1,731 thousand in 2024.
Net loss (after tax) amounted to € 25,692k,
compared to net loss of € 23,089k in 2024. The
higher net loss was primarily due the change
in inventories and the full year effect of the
depreciation for the new factory and related
machinery.
Cash flows and investments
The cash position at 31 December 2025
amounted to € 28,504 thousand, compared
to a cash position of € 53,375 thousand at
31 December 2024. With regards to capital
expenditures, we are fully invested in our new
factory, with 2025 Capex totaling € 6,381
thousand, which is 75% lower than in 2024,
and further reductions expected for 2026.
NX Filtration capitalized € 1,749 thousand
of development costs which demonstrates
the company’s continued efforts to invest in
innovations for the future. Total FTE slightly
decreased to 158 at 31 December 2025 (versus
169 at 31 December 2024). We are able to
benefit from efficiencies resulting from our
larger scale operations, and continue to
proactively align our cost levels to the timing
of realizing our growth, therewith controlling
our path towards break-even operations. The
Company does not pay any dividend for the
year.
1
Operating expenses, excluding the cost of raw materials and consumables, changes in inventories of finished goods
and work in progress, and amortization and depreciation.
37NX Filtration - Annual Report36 Financial Performance
Risks and
Uncertainties
Risk Management
Risk management framework and control
systems
Effective risk management is essential for
executing NX Filtration’s strategy, delivering
long-term value for stakeholders, protecting
its reputation, and ensuring sound corporate
governance. While NX Filtration promotes
entrepreneurship and empowers management
to exercise appropriate discretionary powers,
its risk management approach acknowledges
that exposure to risk is an inherent part of
doing business. Rather than attempting to
eliminate all risks, NX Filtration seeks to
balance fostering an entrepreneurial spirit with
maintaining a strong culture of risk awareness.
NX Filtration’s risk management framework
is based on the COSO Enterprise Risk
Management Framework and outlines how risks
are identified, assessed, and managed across
the Company. The Management Board sets the
strategy, determines the level of acceptable
risk, and oversees key mitigation measures. The
framework includes:
• Identifying risks related to strategic choices
and setting appropriate controls.
• Assessing major strategic, operational,
financial, and compliance risks and their
impact.
• Implementing measures to control, reduce,
or avoid risks.
The Management Board is responsible
for the control environment, including risk
management and internal control systems
in order to properly manage the strategic,
operational and other risks and uncertainties
that could have a material adverse effect on NX
Filtration’s business and day-to-day operations.
The applicable risks and uncertainties for NX
Filtration are evaluated on an annual basis by
the Management Board and discussed with the
Supervisory Board.
The Management Board recognizes the
importance of a formalized approach towards
risk management for a rapidly growing
organisation like NX Filtration. In practice this
means that it is important to maintain the
right balance between formalized systems and
procedures and the informal hands-on approach
that is necessary to further boost the growth of
the Company. NX Filtration’s corporate culture
supporting the values of curiosity, honesty and
collaboration is also an important ‘soft-control’
to mitigate risks and fraud.
During the financial year 2025, NX Filtration
continued to support its corporate culture
and other foundations of its risk management
and control systems with its Code of
Conduct, Human Rights Policy, Whistle-
blower Policy, Insider Trading Policy, safety
and quality certifications, periodic reporting
and monitoring, as further described after a
detailed description of the various risks. NX
Filtration introduced a structured approach to
introducing and maintaining the understanding
of the Company’s vision and mission within the
team.
Our risk frameworks are essential pillars in
fortifying NX Filtration against potential risks
and ensuring the integrity of its operations. In
the years ahead, NX Filtration will continue to
professionalize and strengthen its organization
and control environment, further optimizing its
control matrix. NX Filtration has implemented
appropriate segregation of duties, not only to
properly divide responsibility and accountability,
improve the quality of the staff, but also to
create a system of checks and balances. To
support this further, NX Filtration optimized the
data warehouse and reporting system in which
our business processes as well as our day-to-day
working procedures are formally documented.
The Management Board, to the best of its
knowledge, is not aware of any significant
deficiencies in its control environment, including
risk management and internal control systems.
39NX Filtration - Annual Report38 Risks and Uncertainties
Below is a summary of our risks, our risk
appetite, likelihood and potential impact. For
a detailed description of these risks and how
we believe we mitigate these risks we refer to
the disclosure set out after the below table.
Additional risks not known to us, or currently
believed not to be material, could later turn
out to have a material impact on our business,
revenue, assets, liquidity, capital resources or
net income. NX Filtration’s risk appetite may
evolve in response to societal developments,
geopolitical shifts, the competitive and customer
landscape, and internal changes. NX Filtration’s
risk appetite provides an indicative bandwidth
that guides decision-making processes across
the organization. This bandwidth is defined
for each of the following risk areas: Strategic,
Operational, Financial, and Compliance. The
width of the bandwidth and its position on the
risk spectrum, from risk averse (low appetite)
to risk taking (high appetite), vary by risk area.
For instance, NX Filtration adopts a risk-
averse approach to compliance risks, while the
bandwidth for strategic risks is significantly
broader, enabling a higher degree of risk-taking
in pursuit of strategic objectives.
Risk category Risk description
Risk appetite Likelihood Potential impact
Strategic
We do business with municipal clients
and, as a result, we face risks of delays
related to the procurement process,
budget decisions driven by statutory
and regulatory determinations
and compliance with government
contracting requirements.
High Medium Medium
Our failure to protect intellectual
property rights may undermine our
competitive position, and litigation to
protect our intellectual property rights
may be costly, time consuming and
distracting from daily operations.
Low Low Medium
We may be unsuccessful in adequately
protecting our technological know-how
that is not covered by intellectual
property registration.
Low Low Medium
New products or technological
improvements by competitors,
including by larger players in the
industry investing in research
and development for product
substitution of our HFNF products, or
improvements to our HFNF technology
could materially adversely affect our
business and our ability to gain market
share.
Medium Low Medium
Financial
We may need additional financing in
the near future, and such financing
may not be available on favourable
terms, or at all.
Low Medium High
We may be exposed to the risk of fraud
and other dishonest activities, which
could have a material adverse effect
on our business, financial condition or
results of operations.
Low Medium Medium
Material misstatements in financial
reporting may adversely impact our
business, reputation and access to
capital.
Low Low High
We are exposed to credit risk, and
failure by customers or counterparties
to meet their payment obligations
could materially and adversely affect
our financial position, liquidity and
results of operations.
Medium Medium High
Risk category Risk description
Risk appetite Likelihood Potential impact
Strategic
We are dependent upon acceptance
of our technology by customers and
future partners. A lack thereof will
likely impact our ability to achieve and
maintain market acceptance.
High Medium High
Unsuccessful pilot projects or
inconsistent performance of our
products could harm the customer
support for our products.
Medium Medium High
The demand for NX Filtration’s
products depends on the continuation
of market trends towards greater
sustainability, including trends to
lowering the corporate water footprint
and decarbonisation. Such trends
could change due to a number of
factors outside our control, following
which the demand for our products
could be reduced.
High Low Medium
Increased competition in the water
treatment solution market may
materially adversely affect our ability
to gain market share.
High Medium Medium
Our business and strategy depends,
in part, on significant customers and
our relationship with OEMs. If such
relationships fail to develop this could
have a materially adverse effect on our
business.
High Medium High
41NX Filtration - Annual Report40 Risks and Uncertainties
For information about NX Filtration’s credit
risk, liquidity and market risks as well as the
capital management structure, please refer to
the information outlined in Note 3 and 4 of the
Consolidated Financial Statements.
For each risk factor, we set out how we
believe we mitigate these risks. However, we
may not be successful in deploying some or
all of these mitigating actions effectively. If
circumstances occur or are not sufficiently
mitigated, our business, financial condition,
results of operations and prospects could be
material adversely affected. In addition, risks
and uncertainties could cause actual results to
vary from those described, which may include
forward-looking statements, or could impact our
ability to meet our objectives or be detrimental
to our financial condition or reputation.
Strategic Risks
We are dependent upon acceptance of our
new technology by customers and future
partners. A lack thereof will likely impact
our ability to achieve and maintain market
acceptance.
NX Filtration’s ability to succeed is mainly
dependent upon achieving and maintaining
the acceptance by customers and future
partners of its innovative inside-out hollow
fiber HFNF membranes that are based on
patented technology and production methods.
Historically, governments, municipal and
industrial companies have fully relied on water
filtration activities using conventional water
treatment technology. In order for NX Filtration
to achieve its business objectives, it must
convince these governments and companies
that its technology and capabilities justify
the switch to its products. If NX Filtration,
together with its (OEM) partners, cannot
convince governments and companies of the
effectiveness of its HFNF membranes or if NX
Filtration is unable to obtain the necessary
approvals, it is unlikely to keep existing
customers or attract additional customers
and future partners on acceptable terms or to
develop a sustainable, profitable business.
The market for HFNF is still at a relatively
early stage of operation and customers may
not recognise the need for, or the benefits
of, the HFNF products. Therefore, the extent
to which the HFNF products will be able to
meet its customers’ requirements and achieve
significant market acceptance is uncertain.
By contrast, the markets for UF, traditional
nanofiltration and reverse osmosis treatment
technologies are large and well established,
which may make the commercialisation of new
water treatment technologies longer than
foreseen and ultimately unsuccessful, including
HFNF membrane technology or other future
technology developments.
The use of a new type of water filtration
depends on compatibility with existing
infrastructures, installations and equipment,
as well as the manner in which such technique
may be used by a manufacturer. Manufacturers
may elect not to use, distribute or install NX
Filtration’s products due to regulatory and
political considerations, including but not
limited to tax exemptions, subsidies, trade
barriers, handling and safety requirements,
and for a variety of other reasons, including
(i) product and process safety considerations;
(ii) advantages of alternative water filtration
methods; (iii) lack of cost-effectiveness; (iv)
timing of market introduction of competitive
products; (v) process economics in realising
economies of scale; (vi) incompatibility with
required product specifications; (vii) lack of
fit with existing infrastructure; and (viii) the
fact that NX Filtration is in an early stage of
operation and potential uncertainty around its
future development and ability to deliver its
products in the future.
Risk category Risk description
Risk appetite Likelihood Potential impact
Operational
If our new manufacturing facility were
to become inoperable, we would be
unable to produce sufficient products
and our business would be harmed.
Low Low High
We are dependent on third-party
suppliers to deliver raw materials
and components for our products.
Supply interruptions could lead to
interruptions of our own production,
increased costs, order cancellations
and loss of market share.
Low Medium High
Significant increases in the cost of raw
materials, components and finished
goods may materially adversely affect
our business.
Medium Medium Low
We depend on the ability to hire and
retain management, key employees
and other qualified and skilled
employees and we may not be able to
attract and retain such personnel.
Medium Medium Medium
Disruptions of our information
technology systems could have
a material adverse effect on our
business.
Low Medium High
Our current operations are
international in scope, and we plan
further geographic expansion, creating
a variety of operational challenges.
High Medium Low
Compliance
We are exposed to risks associated
with product liability, warranties, recall
claims or other lawsuits or claims that
may be brought against us.
Low Low Medium
We are subject to various laws and
regulations in multiple jurisdictions in
which we operate, and unfavorable
changes or failure by us to comply
with these regulations could have
a material adverse effect on our
business.
Low Medium Medium
43NX Filtration - Annual Report42 Risks and Uncertainties
If NX Filtration fails to achieve a broad
market acceptance for its products to replace
or compete with current UF, traditional
nanofiltration and reverse osmosis treatment
technologies or if NX Filtration is not able to
successfully commercialise the membrane
technology that it develops, NX Filtration may
not be able to generate significant revenue,
which could have a material adverse effect
on its business, financial condition, results of
operations and prospects.
To mitigate this risk, NX Filtration is actively
developing, piloting and investing in its
technology. NX Filtration benefits from a
unique team of leading membrane technology
experts with technical, operational and
commercial experience with an extensive
background in membrane technology and the
water sector. Based on the concept of its pilot-
based roll-out model, NX Filtration invests in
significantly expanding the number and size of
its pilot systems to accelerate acceptance of
its technology. Furthermore, it is expected that
this risk is reducing over time, as the market
for HFNF is expected to gradually mature and
NX Filtration’s customers are gaining more
experience with HFNF products, including
business case development, internal approval
procedures and project management.
Unsuccessful pilot projects or inconsistent
performance of our products could harm
the customer support for our products.
Currently, in relation to its new HFNF
technology, the vast majority of NX Filtration’s
projects are at a pilot system phase during
which customers test the HFNF technology
before making a decision whether to proceed
with a demo or full-scale installation
investment. Some or all of such pilot
systems may not ultimately lead to full-scale
installations, including for reasons beyond NX
Filtration’s control, such as where third parties
would not adequately integrate the products
into a pilot, demo or full-scale system. Its
products may not be functional, may be faulty
or may not meet customers’ expectations. This
may lead to requirements for NX Filtration to
repair or improve its products after sale and/
or installation, which may diminish operating
margins or lead to actual losses. In respect
of water filtration systems that are built
together with OEMs, NX Filtration may be
made responsible if such systems are faulty
or not functional. Furthermore, there could
be unwillingness by OEMs to roll-out NX
Filtration’s technology across their customer
base if its products do not display the promised
performance. Any of the above events could
materially adversely affect NX Filtration’s
business, financial condition, results of
operations and prospects.
To mitigate this risk, NX Filtration generally
offers on-site commissioning, technical support
and training by its engineers. NX Filtration
seeks to maintain a constructive dialogue with
the customer that is testing NX Filtration’s
technology through a pilot system. NX
Filtration believes the vast majority of ongoing
pilots have a clear visibility towards follow-on
demo or full-scale projects and, the amount of
customers that have not been retained after
using NX Filtration’s technology by way of a
pilot system is considered to be limited.
The demand for NX Filtration’s products
depends on the continuation of market
trends towards greater sustainability,
including trends to lowering the corporate
water footprint and decarbonisation. Such
trends could change due to a number of
factors outside our control, following which
the demand for our products could be
reduced.
The present and projected demand for NX
Filtration’s products is driven by the need to
address global and structural water scarcity
and water quality issues. Such issues include,
but are not limited to, people not having daily
access to clean, drinkable water, the fact that
approximately 80% of global wastewater flows
back in nature without being treated, the fact
that approximately 95% of medicine waste
reaches nature through sewerage systems,
limited reuse of treated wastewater globally,
and micro-plastics ending up in any water
environment and eventually the food- and
waterchain. Additionally, pollution is a major
concern in many emerging countries due to
the lack of adequate wastewater treatment
facilities where wastewater is discharged
untreated, directly into the sea or rivers. The
key drivers of demand for NX Filtration’s
products include climate change/droughts,
regulations, universal access to clean water,
corporate responsibility, discharge surcharges,
and health awareness.
Furthermore, water plays an integral part
in the production process of companies in a
wide variety of sectors, such as within the
agricultural, food and beverage, textile, power
generation, mining, high tech, datacenter, semi-
conductor, and pulp and paper sectors. Such
sectors heavily depend on water that is used as
an ingredient or for operational purposes such
as for cleaning, heating, cooling and transport.
Many companies are reliant on water supply
and exposed to the risk of water scarcity
through their supply chains, since they rely on
(hydropower) energy and input from water-
dependent agricultural and industrial sectors.
Companies are becoming increasingly aware
of the severity of water scarcity issues and its
eventual impact on their businesses and seek
to strategically address these by setting goals
to reduce their corporate water footprint (i.e.
the total volume of water that is used directly
or indirectly to run and support a business).
Increasingly, customers are demanding the use
of products and technologies that contribute to
decarbonisation and governments globally and
locally are enacting pro-climate environmental
standards and regulations.
These current and expected trends could
change due to a number of factors which are
outside of the NX Filtration’s control, including
the modification or elimination of economic
incentives encouraging decarbonisation, the use
of alternative forms of water treatment and
the public perception moving away from the
idea that CO
2
emissions negatively impact the
environment. If any of these or other changes
were to occur, demand for NX Filtration’s
products could be reduced significantly, which
could, in turn, have a material adverse effect
on its business, financial condition, results of
operations and prospects.
To mitigate this risk, NX Filtration continuously
monitors trends and initiates R&D efforts
accordingly. To verify its R&D and product
development projects, NX Filtration actively
engages with its customers, academic partners
and stakeholders that are active in the global
water market to anticipate trends and market
developments and to provide it with a deep
understanding of the (future) needs of NX
Filtration’s customers.
Increased competition in the water
treatment solution market may materially
adversely affect our ability to gain market
share.
The water treatment solution market is
highly competitive, and NX Filtration faces
significant competition from large international
competitors as well as smaller regional
competitors in certain markets. NX Filtration
faces competition in countries across the globe
and the products of NX Filtration’s competitors
are typically sold globally. NX Filtration
primarily competes with organisations that
offer conventional water treatment solutions
(such as reverse osmosis, adsorption and
oxidation processes), organisations that
develop products similar to those offered by
NX Filtration and organisations that offer
alternative technologies. NX Filtration’s
competitors generally have global distribution
45NX Filtration - Annual Report44 Risks and Uncertainties
networks, a global sales force and have
therefore already achieved economies of
scale, as opposed to NX Filtration. In addition,
industry players that do not currently compete
with NX Filtration but may have greater
financial resources, may enter the market and
disrupt the competitive environment, which
may influence NX Filtration’s ability to grow
its market share. Such existing or new industry
players may have longer operating histories,
customer incumbency advantages, stronger
relationships with industrial companies,
more access to and influence on municipal
governments and more capital resources than
NX Filtration does.
NX Filtration competes primarily on the
basis of, among other things, price, product
technology and performance, delivery times,
ease of operation, sustainability benefits,
flexibility, design and innovation, reputation,
brand recognition and customer access as well
as the scope and quality of the products and
the suitability of the products as components
in systems built by original equipment
manufacturers (OEMs). NX Filtration’s ability
to compete may be adversely affected by a
number of factors, such as the following (i)
new products or product improvements by
competitors, including product substitution
of NX Filtration’s products for new or
alternative technologies; (ii) greater financial
and technical resources available to other
competitors specialising in water treatment;
(iii) larger players in the industry investing in
research and development relating to hollow
fiber nanofiltration (HFNF), ultrafiltration
(UF) or microfiltration (MF) technology; (iv)
competitors having lower production costs (due
to geographic location, currency fluctuations
or other advantages), larger production
and assembly capacity or larger spending
budgets, more buying power with respect to
raw materials, which may enable competitors
to compete more aggressively in offering
discounts and lowering prices; (v) consolidation
among competitors in the water treatment
industry; (vi) raw material suppliers seeking
opportunities to forward integrate membrane
spinning capabilities; and (vii) competitors
temporarily offering their products and services
at significant discounts in order to enter the
market or to increase their market share,
thereby impacting profitability throughout the
sector. If NX Filtration is unable to compete
successfully for any of the above reasons,
its business, financial condition, results of
operations and prospects could be materially
adversely affected.
To mitigate this risk, NX Filtration is fully
committed to leverage on the competitive
edge of its HFNF products versus conventional
water treatment solutions. Key characteristics
of the HFNF product are lower energy usage,
avoidance of pre-treatment chemicals, simpler
system set-up with a smaller physical footprint
and reduced cleaning and maintenance cost.
As a consequence of expected future cost
savings, the price NX Filtration can charge
for its membrane modules is significantly
higher than the price of alternative membrane
modules. Furthermore, NX Filtration believes
it will experience limited price pressure as
its pricing strategy is based on total cost of
ownership (TCO) comparisons with alternative
technologies that are well-advanced on their
cost curve (i.e. these technologies have been
existing for several decades and are being
produced and delivered by large global players).
Furthermore, NX Filtration continuously invests
in innovation, operations and its organisation
amongst other to further improve performance
of its products and to further reduce its
costs. In addition , NX Filtration is building its
global sales and distribution network along
its geographical market groups. This network
allows NX Filtration to quickly roll-out its
innovative product on a global scale.
Our business and strategy depends,
in part, on significant customers and
our relationship with OEMs. If such
relationships fail to develop this could have
a materially adverse effect on our business.
NX Filtration’s business and strategy
depends, in part, on significant customers
and its relationship with OEMs, which have
the potential to roll-out the NX Filtration’s
technology across their customer base.
Generally, NX Filtration would have to
cooperate with a third party to integrate its
products in a system or installation. If the
OEMs are unable to adequately integrate NX
Filtration’s product into their system design
such roll-out may materially adversely affect
NX Filtration’s commercialisation efforts.
Although NX Filtration seeks to penetrate a
market in which a wide and diversified number
of companies could become customers, in any
particular period and most notably within
the current early-stage of NX Filtration, a
substantial amount of NX Filtration’s revenue
from sale of goods currently comes from
and in the coming years could come from a
relatively small number of customers and
the impact of such customer concentration
is unpredictable. While NX Filtration’s initial
commercial model is based on pilot systems,
which allow prospective customers to test NX
Filtration’s technology for their application,
NX Filtration has successfully converted and
aims to convert these pilot systems into full-
scale installations. NX Filtration may not be
successful in converting all pilot systems into
full-scale installations or, once installed, win
repeat projects from such end-customers or
may only be able to do so on less favourable
terms. If NX Filtration is unable to win, renew or
extend such contracts on favourable terms, it
could have a negative impact on NX Filtration’s
revenue and profits or NX Filtration’s ability
to realise its business objectives. More
generally, NX Filtration’s inability to maintain
relationships with key customers or OEMs could
have a negative impact on NX Filtration’ sales
and profits. Failure by NX Filtration to win,
renew or extend larger customer contracts
could have a material adverse effect on NX
Filtration’s business, financial condition, results
of operations and prospects.
To mitigate this risk, NX Filtration seeks
to build strong relationships with OEMs
while applying certain standards, policies
and practices under which its engineers are
expected to operate. Together with the OEMs,
NX Filtration is continuously reviewing potential
areas of improvement, and ensuring thorough
evaluations of all incidents and sharing
resulting improvements and best practices.
NX Filtration seeks to grow its relationships
with OEM customers, mainly by the efforts of
its commercial staff that targets and trains
OEM customers to use HFNF technology in
their projects. Once these OEM customers
have been trained and have worked with NX
Filtration’s products, they can become an
important element in the further commercial
roll-out of NX Filtration’s products. A key
strategic advantage of NX Filtration is that
it does not provide filtration systems and
installations itself and, as such, is regarded as
an independent supplier of membrane modules
that can work with multiple OEM companies
without creating channel conflicts. NX
Filtration develops joint business plans with key
OEMs that include customer service objectives
and NX Filtration regularly monitors progress
to improve customer performance and enhance
our customer relationships.
We do business with municipal clients
and, as a result, we face risks of delays
related to the procurement process,
budget decisions driven by statutory
and regulatory determinations and
compliance with government contracting
requirements.
Doing business with public sector customers
presents a variety of risks. The procurement
process for municipal governments and their
47NX Filtration - Annual Report46 Risks and Uncertainties
agencies can be highly competitive, expensive and time-consuming,
often requiring significant upfront time and expense without any
assurance that these efforts will generate a sale. In addition,
demand for NX Filtration’s products may be adversely impacted by
public sector budgetary cycles and funding availability that, in any
given fiscal cycle, may be reduced or delayed or not provided at all.
Public sector customers may also have contractual, statutory, or
regulatory rights to terminate existing contracts with NX Filtration
for convenience or due to a default, and any such termination may
adversely affect NX Filtration’s future results of operations. If a
contract is terminated due to a default, NX Filtration may be liable
for excess costs incurred by the customer for procuring alternative
products or services or be precluded from doing further business
with government entities. Further, entities providing services to
governments are required to comply with a variety of complex laws,
regulations, and contractual provisions relating to the formation,
administration or performance of government contracts that give
public sector customers substantial rights and remedies, many of
which are not typically found in commercial contracts. These may
include rights with respect to price protection, the accuracy of
information provided to the government, contractor compliance
with supplier diversity policies and other terms that are particular
to government contracts, such as termination rights. NX Filtration’s
non-compliance with such terms could result in repercussions with
respect to contractual and customer satisfaction issues.
To mitigate this risk, management and relevant internal
stakeholders including the departments for sales, sales engineering
and operations make a thorough assessment of the likelihood that
efforts for municipal clients will result in a sale. The general rule is
that a procurement process for municipal clients is only commenced
after a satisfactory outcome of such an assessment. Furthermore,
NX Filtration is continuously diversifying its customer base and the
sectors it currently operates in.
Our failure to protect intellectual property rights may
undermine our competitive position, and litigation to protect
our intellectual property rights may be costly, time consuming
and distracting from daily operations.
Intellectual property rights are vital to NX Filtration’s business.
Although NX Filtration has taken many protective measures to
protect its technologies and know-how, including patents, trade
secrets, employee and third-party nondisclosure agreements,
trademarks, copyright, limited access, segregation of knowledge
(including on the particular set-up of the supply-chain and
49NX Filtration - Annual Report48 Risks and Uncertainties
production process), password protections
and other measures, policing the unauthorised
use of proprietary technology can be difficult,
time-consuming and expensive. Also, litigation
may be necessary to enforce NX Filtration’s
intellectual property rights, protect its trade
secrets or determine the validity and scope of
the proprietary rights of others. Such litigation
may result in NX Filtration’s intellectual
property rights being challenged, limited in
scope or declared invalid or unenforceable. NX
Filtration cannot be certain that the outcome
of any litigation will be in its favor, and an
adverse determination in any such litigation
could impair its intellectual property rights and
may harm NX Filtration’s business, prospects
and reputation.
NX Filtration inter alia relies on (i) multiple
patents relating to NX Filtration’s HFNF
technology, (ii) trade secrets and trademark
rights, and (iii) non-disclosure, confidentiality
and other types of contractual restrictions to
establish, maintain and enforce its intellectual
property and proprietary rights. However,
the rights of NX Filtration under these laws
and agreements may not fully protect NX
Filtration, and the actions NX Filtration
takes to establish, maintain and enforce
its intellectual property rights may not be
adequate. For example, NX Filtration’s trade
secrets and other confidential information
could be disclosed in an unauthorised manner
to third parties, NX Filtration’s owned or
licensed intellectual property rights could be
challenged, invalidated, circumvented, infringed
or misappropriated or the intellectual property
rights of NX Filtration may not be sufficient to
provide it with a competitive advantage. Any
successful challenge to any of NX Filtration’s
intellectual property rights could deprive
NX Filtration of rights necessary for the
successful commercialisation of its products
or any technology relating thereto (including
the HFNF technology). Patent prosecution
process is expensive and time consuming, and
NX Filtration may not file and prosecute all
necessary or desirable patent applications
at a reasonable cost or in a timely manner or
in all jurisdictions where protection may be
commercially advantageous. It is also possible
that NX Filtration fails to identify patentable
aspects of its research and development output
before it is too late to obtain patent protection.
In addition, the laws of some countries do not
protect proprietary rights as fully as Dutch law
does. As a result, NX Filtration may not be able
to protect its proprietary rights adequately
abroad. Furthermore, intellectual property
rights can be limited in time. Each of NX
Filtration’s current patents provide protection
against infringement of the technology
patented by such patent for 20 years after the
filing date of the respective patent application
with the relevant patent office. Any of the
above, individually or in aggregate, could have
a material adverse effect on NX Filtration’s
business, financial condition, results of
operation or prospects.
To mitigate this risk, NX Filtration regularly
monitors the market and takes steps, when
appropriate, to ensure compliance with its
intellectual property rights which may include
various intellectual property related audits. In
addition, control and governance frameworks
are in place to establish, maintain and protect
NX Filtration’s intellectual property rights
and minimize the risk of data leakage as
far as possible. Furthermore, NX Filtration
has developed all its critical production
processes in-house based on the extensive
industry experience of its team of experts.
NX Filtration benefits from a strong team
of leading membrane technology experts
with technical, operational and commercial
experience with an extensive background
in membrane development, production
and commercialisation. This team has
been instrumental in developing the HFNF
technology, bringing this from lab-scale to
industrial-scale, developing the required
innovative and patented production methods
and processes and reliably producing the HFNF
membranes and modules.
We may be unsuccessful in adequately
protecting our technological know-how
that is not covered by intellectual property
registration.
NX Filtration relies on technology, know-how,
and business and trade secrets, some of which
NX Filtration believes cannot be adequately
protected through registered intellectual
property rights. Consequently, there is a risk
that third parties, in particular competitors,
may copy such technology and know-how or
develop it independently and later challenge
NX Filtration’s use of it, especially considering
that technology is constantly evolving and
that NX Filtration’s competitors are engaged
in significant research and development work
on products that are aimed at competing with
NX Filtration’s products. In addition, employees
who, in the course of their employment with NX
Filtration, have access to important proprietary
information which may or may not be protected
by intellectual property rights may leave to go
work for a competitor.
To mitigate this risk, NX Filtration relies on
confidentiality agreements with suppliers and
customers, noncompete clauses in contracts
with employees and technical precautions to
protect its technology, knowhow and other
proprietary information. Furthermore, we
apply compartmentation in our processes. For
different parts of our production process and
equipment we make sure that no individual
supplier or employee has a full picture of the
total manufacturing process. However, there
is no guarantee that these agreements and
precautions or NX Filtration’s ability to enforce
its contractual rights, will provide sufficient
protection in the case of any unauthorised
access or use, misappropriation or disclosure
of such information. Defending against any
unauthorised access or use, misappropriation
or disclosure of NX Filtration’s technology,
knowhow, and other proprietary information
may result in lengthy and costly litigation or
administrative proceedings and may cause
significant disruption to the business and
operations of NX Filtration. If NX Filtration
is unable to protect or effectively enforce its
proprietary technology and information, this
could have a material adverse effect on NX
Filtration’s business, financial condition, results
of operations and prospects.
New products or technological
improvements by competitors, including
by larger players in the industry investing
in research and development for product
substitution of our HFNF products, or
improvements to our HFNF technology
could materially adversely affect our
business and our ability to gain market
share.
Disruptive changes in technology and product
standards could render NX Filtration’s products
less competitive, or even obsolete. Other
companies that seek to enhance traditional
technologies have recently introduced or
are currently developing products based on
emerging and potential technologies. These
competitors are engaged in significant research
and development work on products that
may be similar to NX Filtration’s products.
New products could be introduced that are
in direct competition with, or superior to, NX
Filtration’s products. Competing technologies
that outperform NX Filtration’s technology
could be developed and successfully introduced
and, as a result, NX Filtration’s existing or
future products may not be able to compete
effectively in its current or future target
markets. If NX Filtration’s technology is not
adopted by its customers, or if its technology
does not meet industry requirements, NX
Filtration’s existing or future products may
not gain or maintain market acceptance. If NX
Filtration cannot adapt to changing market
conditions should customer behaviour change,
51NX Filtration - Annual Report50 Risks and Uncertainties
or if NX Filtration fails to develop, manufacture and market
products that improve upon existing technologies, its business,
financial condition, results of operations and prospects could be
materially adversely affected.
To mitigate this risk, NX Filtration continues to significantly invest
in R&D to remain competitive. NX Filtration monitors and analyses
competitors through various sources such as trade associations,
universities, banks, employees and their intellectual property
filings, and it actively maintains, protects and expands its own
intellectual property portfolio. As a result of the limited innovation
that has taken place by competitors, conventional technologies
are not always equipped to cope with the challenges and demands
of today’s environment. NX Filtration believes its HFNF product
provides a number of advantages over these technologies, including
but not limited to (i) superior filtration characteristics and
performance; (ii) sustainability benefits throughout the lifetime of
the product, as it typically reduces energy consumption and avoids
the use of pre-treatment chemicals; and (iii) reduced physical
footprint, as it typically reduces the number of treatment steps.
Furthermore, NX Filtration’s products are developed and produced
in-house, which makes NX Filtration less vulnerable to new market
developments, resulting in short innovation cycles, cross leverage of
concepts, modularity of modules and short time to market.
Financial Risks
We may need additional financing in the near future, and such
financing may not be available on favorable terms, or at all.
Given the slower than anticipated sales growth, the Company
may need additional financing in the future for general corporate
purposes, and to implement its growth strategy for the longer-
term. At such time, we may be unable to obtain desired additional
financing on favorable terms or at all, including accessing the
capital markets when it may be necessary or beneficial to do so,
which could negatively impact our flexibility to react to changing
economic and business conditions. For example, during periods
when credit markets are volatile, lenders may fail or refuse to
provide capital. If adequate funds are not available on acceptable
terms, we may be unable to fund growth opportunities, successfully
develop or enhance products, or respond to competitive pressures,
any of which could negatively affect our business, financial
condition and results of operation.
53NX Filtration - Annual Report52 Risks and Uncertainties
We are fully cognizant of the risks associated
with our current reliance on cash reserves and
we have implemented proactive measures
to address these concerns. To mitigate the
identified risks, we have (i) secured equity and
debt funding in excess of € 50 million in April
2024 (of which approximately € 28.5 million
is still available at 31 December 2025), (ii)
developed a comprehensive revenue generation
strategy aimed at diversifying income streams,
and (iii) we have implemented robust cost
management measures to optimize operational
efficiency and ensure prudent use of available
resources. The financial year 2025 was also
a transition year in terms of cost and Capex
reduction. We completed the transfer of all
our activities to our new factory and launched
various efficiency programs. We also narrowly
focused our research and design activities,
to further cement our broad and competitive
portfolio across all three product ranges. These
efforts have already resulted in lower operating
costs in 2025, in conjunction with further
business growth. Also with regards to Capex,
we are fully invested in our new factory, with
2025 Capex more than 75% lower than 2024,
and further reductions expected for 2026. We
continue to proactively align our cost levels to
the timing of realizing our growth, therewith
controlling our path towards break-even
operations in the medium term.
We may be exposed to the risk of fraud and
other dishonest activities, which could have
a material adverse effect on our business,
financial condition or results of operations.
As a company with a limited revenue base
and ambitious growth targets, we may face
pressure to achieve certain revenue milestones
within specific reporting periods. Such pressure
may increase the risk that employees or
commercial teams enter into commercially
unfavorable agreements, accelerate shipments,
or engage in other practices intended to bring
forward revenue, or that revenue is recognised
based on incorrect assumptions or in a manner
inconsistent with IFRS.
We have implemented a set of internal
control measures and compliance policies,
including amongst others, an authorization
policy, sufficient level of segregation of
duties, approval of bank payments, reporting
and monitoring framework, also to ensure
that revenue is recognised only when the
relevant accounting criteria are met and that
commercial decisions remain aligned with the
Group’s long-term interests. We believe this
is appropriate for NX Filtration. Considering
the size and concentrated locations of NX
Filtration, the existing internal control and
reporting framework, we believe all material
events are timely known to the Management
Board and enable us to take appropriate
actions. However, the risk of fraudulent or other
dishonest activities occurring and affecting
NX Filtration cannot be excluded. Further, as
NX Filtration grows or expands in international
markets, its internal controls may need to be
adapted in order to effectively prevent and
detect fraud and other dishonest activities.
However, there can be no assurance that NX
Filtration will be able to adapt such internal
controls in a timely manner or at all or that they
will be effective. Any fraud incident or dishonest
activity affecting NX Filtration, whether as a
result of the activities of employees, partners,
suppliers or other third parties, may result in
financial losses, a loss of customer trust and
confidence, as well as litigation or financial or
other regulatory penalties being imposed, any
of which could have a material adverse effect
on NX Filtration’s business, financial condition
or results of operations.
We furthermore enforce a comprehensive code
of conduct that outlines expected behavior
and ethical standards for all employees.
We promote a culture of integrity and
transparency, making it clear that fraudulent
activities will not be tolerated. As part of
our regularly held business meetings, senior
management reviews financial statements,
reports, and key performance indicators.
This oversight helps identify anomalies or
inconsistencies that may indicate fraudulent
activities. Our financial department
continuously monitors systems to detect
unusual patterns or behaviors in financial
transactions. We conducted an updated
formal fraud risk assessment in 2025. The
formal fraud risk management programme fits
our ambitions to grow to a set of defined or
managed internal control measures to mitigate
fraud risks.
Material misstatements in our financial
reporting may adversely impact our
business, reputation and access to capital.
We publish our financial results on a semi-
annual basis in accordance with IFRS.
Accuracy, consistency and completeness of
these disclosures are essential for maintaining
the confidence of shareholders, the lender
of our debt financing, customers and other
stakeholders. Any material misstatements,
omissions or inconsistencies in our financial
reporting could lead to regulatory scrutiny, loss
of market confidence, reputational damage,
or challenges in obtaining future financing.
Given our conservative risk appetite in this
area, we have implemented a robust internal
control framework designed to ensure that
all reporting entities apply uniform standards
and produce reliable financial information in
line with applicable accounting and reporting
principles. These controls include, among
others, standardized reporting instructions,
periodic reviews of accounting judgments,
segregation of duties within the finance
function, and oversight mechanisms at both the
Management Board and the Supervisory Board.
We are exposed to credit risk, and failure
by customers or counterparties to meet
their payment obligations could materially
and adversely affect our financial position,
liquidity and results of operations.
We are subject to credit risk arising primarily
from trade receivables. A significant portion
of our revenue is generated from sales
to customers that may themselves be
exposed to financial, operational or market
pressures. Any deterioration in a customer’s
financial condition, delays in project
execution, contractual disputes, or broader
macroeconomic weakness may impair a
customer’s ability or willingness to meet its
payment obligations when due.
If customers delay payments, seek to
renegotiate terms, or fail to pay altogether, we
may experience increased overdue receivables,
higher impairment charges, and reduced
operating cash flows. Given the current size
of our company this could have a relatively
high impact. We may also incur additional
administrative or legal costs to enforce
contractual rights or to recover overdue
amounts, with no assurance of success.
Concentration of revenues among certain
customers could further amplify the impact of
non-payment by any individual counterparty.
We seek to manage credit risk by performing
upfront credit assessments as we make use
of information from licensed credit agencies.
We also set customer-specific credit limits,
monitoring overdue receivables on an ongoing
basis, and applying provisioning guidelines
consistent with IFRS. Where appropriate, we
may require advance payments, stage-based
invoicing, letters of credit, bank guarantees,
or other security arrangements such as
credit insurances to reduce exposure. We
also maintain internal escalation procedures
for disputed or overdue balances and
regularly reviews its credit-risk exposures at
Management Board level.
55NX Filtration - Annual Report54 Risks and Uncertainties
Operational Risks
If our new manufacturing facility were to
become inoperable, we would be unable
to produce sufficient products and our
business would be harmed.
The new manufacturing facility could expose
NX Filtration to product comparability
issues meaning that the products could not
immediately have similar quality attributes
before and after the manufacturing
process changes. That may further delay
the introduction of additional capacity to
manufacture its products, as the facility and
the equipment that will be used to manufacture
its products will be costly to install and could
require substantial lead time to install and
qualify for use. The new manufacturing facility
may not provide NX Filtration with all of the
operational and financial benefits it expects to
receive. Furthermore, the costs of complying
with environmental laws and regulations
and any claims concerning noncompliance, or
liability with respect to contamination in the
future, could have a material adverse effect
on NX Filtration’s business, financial condition,
results of operations and prospects.
To mitigate this risk, NX Filtration has an
extensive expansion and implementation
roadmap in place for further increasing
production capacity going forward. The
construction plans are based on a highly
modular concept that foresee a gradual scale-
up of production capacity based on existing
blueprints of key process steps, including NX
Filtration’s spinning line for the production of
its membranes.
We are dependent on third-party suppliers
to deliver raw materials and components
for our products. Supply interruptions
could lead to interruptions of our own
production, increased costs, order
cancellations and loss of market share.
NX Filtration’s production process depends
on the availability, quality and timely supply
of raw materials, components and finished
goods from third-party suppliers. NX Filtration
obtains a significant portion of its processed
raw materials from a few key suppliers. With
respect to a few raw materials and/or the
processing thereof, NX Filtration has sourced
and may in the future source from one of
these suppliers or other single suppliers from
time to time due to specific quality or other
requirements or because the small volumes
required may not justify the cost of sourcing
from multiple suppliers or other suppliers
may not be available to provide necessary
quantities. If any of NX Filtration’s suppliers is
unable to meet its obligations under purchase
orders or supply agreements, including due
to their own production capacity limitations
or otherwise limited supply of materials as a
result of their obligations to other customers,
or does not deliver the quality that is necessary
to meet the raw material standards applied by
NX Filtration, NX Filtration may be forced to
pay higher prices to obtain the necessary raw
materials from other suppliers, may be faced
with increased lead times, may need to change
suppliers, or may not be able to locate suitable
alternatives at all. Changing suppliers can be
time-consuming and costly, as resources are
required to qualify new suppliers and ensure
the quality, approval and consistency of the
raw materials. Supply interruption could
lead to interruption of NX Filtration’s own
production at one or more production facilities.
Furthermore, if NX Filtration experiences
significant increased demand for its products,
there can be no assurance that additional
supplies of raw materials, components and
finished goods will be available when required
on terms that are acceptable to NX Filtration,
or at all, or that any supplier would allocate
sufficient supplies to NX Filtration in order
to meet its requirements or fill its orders in a
timely manner.
NX Filtration may experience supply problems
in the future or be unable to extend current or
enter into new supply agreements, especially
agreements for raw materials with relatively
low volume requirements, where NX Filtration’s
negotiating power is limited. If NX Filtration
fails to maintain its relationships with current
suppliers, if suppliers offer pricing and
other terms that are not satisfactory, or if
a supplier fails to supply raw materials that
meet NX Filtration’s quality, quantity and cost
requirements, NX Filtration may be unable
to fill customers’ orders on a timely and cost-
effective basis or in the required quantities,
which could result in production disruptions,
damage claims, order cancellations, decreased
sales or loss of market share and damage to
NX Filtration’s reputation. These factors could,
in turn, have a material adverse effect on NX
Filtration’s business, financial condition, results
of operations and prospects.
To mitigate this risk, NX Filtration always seeks
to have multiple interchangeable suppliers
for its key purchases. For its standardised
commodity raw materials and parts suppliers,
NX Filtration has a multiple supplier strategy in
place in order to ensure continuous operations.
NX Filtration is in continuous dialogue with its
key suppliers to discuss potential supply chain
challenges and, in case of any disruptions, seeks
to jointly address these and return to normal
course of business as quickly as possible. Any
potential disruptions can further be mitigated
by, temporarily, increasing stock levels and
adjusting working procedures.
Significant increases in the cost of raw
materials, components and finished goods
may materially adversely affect our
business
.
NX Filtration uses various raw materials,
components and finished goods in its operations,
including polymers such as polyethersulfone,
polyvinyl chloride (PVC) and epoxy. The prices for
these raw materials, components and finished
goods fluctuate depending on market conditions
and global demand for these materials and
could adversely affect NX Filtration’s business
and operating results. In recent years, PVC
in particular experienced a significant price
increase, largely attributable to persistent
supply-side issues globally. NX Filtration’s ability
to achieve profitability is, and will continue to
be, dependent in part upon its ability to reduce
production costs and costs of materials required
to make these products (including raw materials
As a consequence, sudden and significant
increases in the prices of raw materials or similar
volatility with respect to the currency exchange
rates between the euro and the currency of
such goods may lead to corresponding price
increases in components and finished goods
used in the assembly of NX Filtration’s products.
NX Filtration is also indirectly exposed to
fluctuations of labour costs, commodity prices
and energy costs as the prices of raw materials
and components it orders from third-party
suppliers and manufacturers will likely increase
if the costs of NX Filtration’s suppliers increase.
NX Filtration does not hedge the price exposure
for its raw materials. Increases in the costs of
raw materials and components and as a result
in finished goods may therefore have a material
adverse effect on NX Filtration’s business,
financial condition, results of operations and
prospects, particularly because it is generally not
able to pass on such price increases or reduce
other costs to offset the higher commodity
prices. Furthermore, the price of commodities
could become so high that there is
a decline in
the demand of the products provided by NX
Filtration.
57NX Filtration - Annual Report56 Risks and Uncertainties
To mitigate this risk, NX Filtration always seeks to have multiple
interchangeable suppliers for its key purchases, also from a cost
perspective. For its standardised commodity raw materials and
parts suppliers, NX Filtration has a multiple supplier strategy in
place in order to ensure continuous operations. Furthermore, NX
Filtration’s pricing strategy is based on TCO comparisons with
alternative technologies that are likely impacted by similar raw
material price increases as NX Filtration may be exposed to, and
developments in raw material prices are monitored and where
possible addressed through a pro-active pricing strategy.
We depend on the ability to hire and retain management, key
employees and other qualified and skilled employees and we
may not be able to attract and retain such personnel.
NX Filtration’s future performance and its ability to reach its
strategic objectives depends in significant part on the continued
service of the senior management of the Company and other
key personnel, including employees involved in research and
development, operations, marketing and sales personnel and
employees with critical know-how and expertise. Other than
customary notice periods, none of NX Filtration’s key employees
is required to stay for any specific term. In addition, NX Filtration
does not have “key person” life insurance policies covering any of its
officers or other key employees. The loss of the services of one or
more members of senior management or other key personnel, or the
inability to hire (additional) members of the senior management,
could disrupt its operations, delay the development and
introduction of NX Filtration’s products and anticipated expansion
projects, which could, in turn, have a material adverse effect on NX
Filtration’s business, financial condition, results of operations and
prospects.
NX Filtration’s success also depends on its continuing ability
to attract, retain and develop qualified and skilled personnel,
including financial personnel, sales personnel, scientists, designers,
technical employees and engineers with the requisite technical
background. Competition for such personnel is intense, in particular
for technical and industrial employees, and there is significant
competition for talented individuals with the specialised knowledge
of water filtration and membrane technology. This is particularly
relevant in the Netherlands, as the country where NX Filtration
has its headquarters, significant business operations and research
and development activities. NX Filtration’s efforts to retain and
motivate management and key employees or attract and retain
other highly qualified personnel in the future may not be successful.
59NX Filtration - Annual Report58 Risks and Uncertainties
A failure to attract and retain key personnel
may have a material adverse effect on NX
Filtration’s business, financial condition, results
of operations and prospects.
To mitigate this risk, NX Filtration seeks
to leverage on its public profile and the
widespread interest in the growing water
technology market, with in particular the
sustainable character of NX Filtration’s
technology, in order to attract talent. Hiring,
retention and development are key focus areas
of the HR department and management. NX
Filtration continuously assesses capability
gaps for its key positions and has initiatives in
place to close any employee capability gaps and
maintains a remuneration structure aimed at
attracting and retaining talent.
Disruptions of our information technology
systems could have a material adverse
effect on our business.
NX Filtration depends on its information
technology (IT) systems to, among other
things, conduct operations, to interface with
customers, to maintain financial records and
accuracy. All of NX Filtration’s internal data
is stored at Microsoft cloud services. NX
Filtration’s production process specifically
depends on the use of custom-made
processing software based upon standardised
internationally accepted software platforms
such as Siemens S7 and others. IT systems
or such custom-made processing software
failures, including risks associated with
upgrading systems, network disruptions and
breaches of security could disrupt operations
by impeding NX Filtration’s cyber security, its
protection of customer or group information
and its financial reporting, leading to increased
costs. In addition, NX Filtration’s computer
systems, including its back-up systems,
could be damaged or interrupted by power
outages, computer and telecommunications
failures, viruses, ransom software, internal
or external security breaches, events such as
fires, earthquakes, floods and/or errors by NX
Filtration’s employees. Disruptions, security
breaches or failures of NX Filtration’s IT
systems could impair its ability to effectively
and timely produce and provide products,
which could damage NX Filtration’s reputation
and could have a material adverse effect on
its business, financial condition, results of
operations and prospects.
To mitigate this risk, NX Filtration uses cloud
based solutions for its own IT systems from
suppliers that offer proven and tested security
which they continuously update to protect
it from the latest threads. Furthermore, to
mitigate the risks related to privacy related
information as well as data protection in
general several actions have been taken and
NX Filtration maintains a cyber-security
insurance policy. Additionally, NX Filtration has
implemented an information security policy to
safeguard and secure remote communication
and operation of its products & services. The
mitigation of these risks starts with an IT
security policy that is in place and sufficient
resources to manage the IT related risks. To
further mitigate the risks related to privacy
related information as well as data protection
in general several actions have been taken in
2025.
Our current operations are international
in scope, and we plan further geographic
expansion, creating a variety of operational
challenges.
A component of NX Filtration’s growth strategy
involves the further expansion of its operations
and customer base internationally. The
countries in which NX Filtration has launched
(pilot) projects include Canada, Hungary, India,
Indonesia, the Netherlands, Philippines, Spain,
Sweden, Switzerland, Turkey and the United
States. NX Filtration is continuing to adapt to
and develop strategies to address international
markets, but there can be no guarantee that
such efforts will have the desired effect.
For example, NX Filtration anticipates that
it will need to expand its international sales
force and establish relationships with new
partners in order to expand into the countries
where NX Filtration wants to conduct its
business, and if NX Filtration fails to identify,
establish and maintain such relationships, it
may be unable to execute its expansion plans.
NX Filtration expects that its international
activities will continue to grow in the next few
years as it continues to pursue opportunities
in existing and new international markets,
which will require significant dedication
of management attention and financial
resources. NX Filtration’s current and future
international business and operations involve
a variety of risks, some of which are outside
of NX Filtration’s control, including (i) slower
than anticipated HFNF membrane technology
adoption by international businesses and
municipalities; (ii) difficulty controlling the
application of NX Filtration’s solutions and
the installation of pilot systems in distant or
remote jurisdictions; (iii) changes in a specific
country’s or region’s political, economic, or
legal and regulatory environment, including
pandemics, tariffs, trade wars or long-term
environmental risks; (iv) the need to adapt and
localise NX Filtration’s products and service
offerings for specific countries; (v) greater
difficulty collecting accounts receivable
and longer payment cycles; (vi) challenges
relating to underdeveloped infrastructure or
lack of qualified management or adequately
trained customers and personnel in certain
jurisdictions; (vi) challenges inherent in
efficiently managing, and the increased costs
associated with, an increased number of
employees over large geographic distances,
including the need to implement appropriate
systems, policies, benefits, and compliance
programs that are specific to each jurisdiction;
and (vii) currency exchange rate fluctuations
and the resulting effect on NX Filtration’s
revenue and expenses, and the cost and risk
of entering into hedging transactions if NX
Filtration choses to do so in the future. If
NX Filtration invests substantial time and
resources to further expand its international
operations and is unable to do so successfully
and in a timely manner, it could have a material
adverse effect on NX Filtration’s business,
financial condition, results of operations and
prospects.
To mitigate this risk, NX Filtration’s processes
are set up to quickly understand, adapt to, and
effectively apply international cultural and
legal norms for doing business. We have actual
presence of dedicated staff in some regions we
operate in. We continuously monitor economic,
political and general societal changes and,
where deemed necessary, develop response
strategies to such events, including pandemics.
Compliance Risks
We are exposed to risks associated with
product liability, warranties, recall claims
or other lawsuits or claims that may be
brought against us.
NX Filtration is exposed to product liability
and warranty claims, as well as reputational
damage, in the normal course of business in
the event that (i) its products fail or allegedly
fail to perform as expected or otherwise do not
conform to the product’s specifications or the
expectations of its customers or (ii) the use of
NX Filtration’s products results, or is alleged to
result, in property damage.
Furthermore, NX Filtration may become subject
to other proceedings alleging violations of due
care, safety provisions and claims arising from
breaches of contract (such as delivery delays)
or fines imposed by government or regulatory
authorities in relation to its products and its
operations. Any such lawsuits, proceedings
and other claims could result in significant
increased costs, including costs to defend
against these claims and/or make payments
61NX Filtration - Annual Report60 Risks and Uncertainties
to compensate for damages. In addition, under
certain circumstances, any such issues could
give rise to an investigation by regulatory
authorities, which could result in the need
for remedial action such as a recall requiring
the repair or replacement of NX Filtration’s
products or even a prohibition of future sales.
Furthermore, any product liability or warranty
issues may damage NX Filtration’s reputation
as a provider of high quality, technologically
advanced and safe products and place a
significant strain on management and divert
management’s attention from other business
concerns. Any litigation or complaints and any
adverse publicity surrounding such allegations
or actions could have a material adverse effect
on NX Filtration’s business, financial condition,
results of operations and prospects.
To mitigate this risk, NX Filtration has insurance
coverage for claims arising from warranty
and product liability lawsuits, proceedings
and other claims, but the insurance coverage
could prove insufficient in individual cases.
NX Filtration aims to have back-to-back
agreements in place with its suppliers, where
possible. Furthermore, throughout the design
and production phases, there is a continuous
focus on quality with quality assurance being
an integral part of NX Filtration’s working
processes. Moreover, NX Filtration will seek
to continuously improve its products through
valuable performance information obtained
from its team of leading membrane experts
and engineers through amongst others the
increasing scale-up of pilots.
We are subject to various laws and
regulations in multiple jurisdictions in which
we operate, and unfavorable changes
or failure by us to comply with these
regulations could have a material adverse
effect on our business.
NX Filtration and its products and business
operations are subject to a broad range
of local, national and multi-national laws
and regulations in the Netherlands and
other jurisdictions in which it operates and
markets its products. For instance, extensive
environmental and product stewardship
legislation applies to NX Filtration’s products
and the components and parts used in
manufacturing these products. Such legislation
includes, inter alia, safety requirements,
information requirements and requirements
relating to the hazardous properties of
substances used. NX Filtration is particularly
subject to Regulation (EC) No 1907/2006
of the European Parliament and of the
Council of 18 December 2006 concerning
the Registration, Evaluation, Authorisation
and Restriction of Chemicals (REACH), a
regulation of the European Union adopted
to improve the protection of human health
and the environment from the risks that can
be posed by chemicals. Under REACH, NX
Filtration has to demonstrate to the European
Chemicals Agency how the substances used by
NX Filtration can be safely used. Furthermore,
NX Filtration’s production facilities each
qualify as a facility (inrichting) under the
Dutch Environmental Management Act (Wet
milieubeheer) and need to comply with strict
environmental rules in the Activities Decree
(Activiteitenbesluit).
NX Filtration’s business operations must
therefore comply with laws and regulations
relating to, inter alia, the protection of natural
resources, the management of hazardous
substances and wastes, air emissions, water
discharges, the use, management, storage,
treatment, transportation and disposal of
waste and by-products, the protection and
restoration of plants, wildlife and natural
resources, the investigation and remediation of
contaminated property, public and workplace
health and safety (such as rules regarding the
handling of carcinogenic substances or rules
governing the use of protection equipment)
and data protection. Many new laws and
amendments, as well as amendments to
existing ones, have become more stringent,
particularly in the European Union. NX
Filtration may incur additional costs to ensure
that it operates its business and supplies
products that comply with applicable laws and
regulations, and any failure to comply with
such laws and regulations may lead to fines,
penalties or claims, injunctions which may lead
to disruptions of NX Filtration’s business, or
harm its reputation, which may have a material
adverse effect on NX Filtration’s business,
financial condition, results of operations and
prospects.
To mitigate this risk, the quality of NX
Filtration’s products and compliance to the
relevant safety and quality certificates is
strictly embedded in the process control
and monitored by the QHSE-department.
Additionally, NX Filtration’s legal team
monitors or requests specialist assistance from
external counsel about laws and regulations
across multiple jurisdictions. Finally, in
order to increase the safety awareness and
accreditations of its personnel NX Filtration
uses tailormade education to train its people.
Furthermore, NX Filtration prepares, rolls
out and makes available relevant policies and
procedures which are regularly reviewed and
audited. NX Filtration implements observations
made during inspections by line management,
staff and relevant regulatory parties. NX
Filtration’s management system complies
with ISO 14001. This has resulted in improved
process technologies and people skills, as well
as formalised procedures, checklists, training
and instructions.
Code of Conduct
NX Filtration has a Code of Conduct that
applies to all employees. The Code of Conduct
is available in Dutch, English, German, French
and Spanish making it easily understandable
for all of our employees. The principles and
best practices established in the Code of
Conduct reflect the corporate culture that the
Management Board wants to embed in the
day-to-day routines of all employees. The core
values of NX Filtration are included in the Code
of Conduct and relate to professional conduct,
flexibility, reliability and integrity and safety.
The Code of Conduct includes topics including
acting with integrity, gifts, anti-bribery,
corporate social responsibility and health and
safety. The Code of Conduct can be found on
NX Filtration’s website. NX Filtration also has a
Supplier Code of Conduct in order to ensure our
supply chain abides by our culture and values.
Part of NX Filtration’s compliance framework
is an annual sign-off by our employees to
acknowledge compliance with our Code of
Conduct and related policies and procedures,
including a commitment to cooperate fully
with any requests for information, documents,
or assistance. No violations of the Code of
Conduct were reported in the financial year
2025.
Business Ethics Policy
NX Filtration has a Business Ethics Policy with
the objective to:
(i) outline the expectations that NX
Filtration has of its employees and their
behaviour relating to ethics & compliance and
corresponding laws and regulations;
(ii) ensure that employees understand the
importance of conducting business in an ethical
way and respecting the principles that are set
out in the Code of Conduct, the Human Rights
Policy and the Customer & Supplier Screening
Policy;
(iii) highlight the role of managers within NX
Filtration in leading ethics & compliance efforts
by creating a business environment in which
employees understand their duties and feel
63NX Filtration - Annual Report62 Risks and Uncertainties
safe to speak up about issues relating to ethics
& compliance without fear of retaliation; and
(iv) detail the requirements for the Ethics &
Compliance programme and the minimum
standards that apply thereto, including a
training and awareness programme for
employees focused on our corporate culture,
core values and the key ethics & compliance risk
areas that have been identified.
Human Rights
NX Filtration is committed to shape its
activities and operations within a framework
of proper standards and values, while fully
complying with all applicable laws and
regulations. It also means upholding human
rights within NX Filtration and throughout
its supply chain. NX Filtration’s commitment
is embedded in NX Filtration’s Human Rights
Policy, Code of Conduct and Supplier Code
of Conduct, which it applies vis-à-vis its
employees, stakeholders and business partners.
NX Filtration’s approach towards human
rights is based on the Universal Declaration
of Human Rights, the core conventions of
the International Labour Organization and
the UN Guiding Principles on Business and
Human Rights (UNGPs). NX Filtration’s core
Human Rights Standards focus on (i) access
to water, (ii) no child labour and/or hard
work, (iii) non-discrimination, (iv) safe work
conditions, (v) no harassment and violence,
(vi) freedom of association and the right to
collective bargaining, (vii) no forced labour, (viii)
work-life balance, (ix) recognition and reward,
and (x) respect for human rights in high risk
contexts. NX Filtration supports its employees
in converting the Human Rights Policy into
practical tools by developing relevant human
rights guidelines.
NX Filtration is committed to provide remedy
to correct negative impacts of human rights
violations across our value chain. Respect for
human rights includes preventing human rights
issues or addressing them at an early stage
or to seek adequate remedy in case human
rights are violated. NX Filtration promotes
an open feedback culture and carries out
human rights due diligence processes and has
not come across any issues in this respect in
2025. Because NX Filtration’s growth strategy
involves the further expansion of its operations
and customer base internationally, human
rights due diligence will require increased
attention.
Whistle-blower Policy
NX Filtration employees are offered the
opportunity to report irregularities or
suspicions with regards to violations of the
Code of Conduct, the law, safety policies,
the environment or any other forms of
misbehaviour without bringing their (legal)
position in jeopardy. Reporting of such
instances by NX Filtration employees can be
either by designated ‘persons of trust’ or in
complete anonymity through a prescribed
website. In 2025, NX Filtration has appointed
an internal and external confidential adviser as
anyone working within NX Filtration should feel
safe and encouraged to speak-up. As far as NX
Filtration is aware, no violations or irregularities
were reported under the Whistle-blower Policy
in the financial year 2025.
Insider trading policy
NX Filtration continues to adhere to its
implemented regulations covering securities
transactions by the members of the
Management Board and Supervisory Board
and other designated employees that have
or may have access to inside information.
The Insider trading policy is published on
NX Filtration’s website. The Insider Trading
Policy aims to promote compliance with the
relevant obligations and restrictions under
applicable securities law, including Regulation
(EU) 596/2014 and intends to limit the risk of
NX Filtration’s good reputation and business
integrity being harmed as a result of prohibited
or undesirable dealing in NX Filtration
securities. No violations or irregularities were
reported in the financial year 2025.
Safety and quality certifications
NX Filtration has been awarded with several
ISO certifications and possesses other relevant
safety and quality certificates. The quality of
NX Filtration’s products and compliance to
the relevant safety and quality certificates is
strictly monitored by the QHSE-department.
65NX Filtration - Annual Report64 Risks and Uncertainties
Corporate
Governance
General
NX Filtration N.V. is a public limited liability
company (naamloze vennootschap) incorporated
under the laws of the Netherlands, with its
registered seat in Amsterdam and its registered
office at Haaksbergerstraat 95, 7554 PA,
Hengelo, the Netherlands (NX Filtration or the
Company). The Company is registered with the
trade register of the Netherlands Chamber
of Commerce (Kamer van Koophandel) under
number 64951030 and its Legal Entity Identifier
(LEI) is 254900YF0PQV9APMA050. For details
regarding NX Filtration’s share capital, reference
is made to Capital Structure.
Corporate governance within NX Filtration is
based on statutory requirements applicable
to public limited liability companies in the
Netherlands, the Dutch Corporate Governance
Code as well as NX Filtration’s articles of
association, which are publicly available on the
Investor Relations section of its website
www.nxfiltration.com (the Articles of
Association).
This section gives an overview of the information
concerning the Management Board, the
Supervisory Board and the General Meeting.
NX Filtration has a two-tier board structure
consisting of the Management Board and the
Supervisory Board. The Management Board
together with one senior manager of the
Company forms the senior management of
the Company (Senior Management) which is
responsible for the day-to-day management of
the Company. The Management Board and the
Supervisory Board are jointly responsible for the
governance structure of NX Filtration.
Management Board
Powers, responsibilities and functioning
The Management Board is the executive body
and is entrusted with the management of the
Company and responsible for the continuity
of the Company, under the supervision of the
Supervisory Board. The Management Board’s
responsibilities include, among other things,
setting the Company’s management agenda,
developing a view on a sustainable long-term
value creation by the Company, enhancing the
performance of the Company, developing a
strategy, identifying, analysing and managing
the risks associated with the Company’s
strategy and activities and establishing and
implementing internal procedures, which
safeguard that all relevant information is known
to the Management Board and the Supervisory
Board in a timely manner. The Management
Board takes into account the impact the
actions of the Company have on people and the
environment and to that end weighs relevant
stakeholder interests. The Management Board
may perform all acts necessary or useful for
achieving the Company’s corporate purposes,
except for those expressly attributed to the
General Meeting or the Supervisory Board as a
matter of Dutch law or pursuant to the Articles
of Association.
The Management Board has informed the
Supervisory Board of the main outlines of the
Company’s strategic policy, the general and
financial risks, and the risk management and
control systems. Each Managing Director,
together with one other Managing Director, is
jointly authorised to represent the Company.
Pursuant to the Articles of Association, the
Management Board may grant one or more
persons, whether or not employed by the
Company, a power of attorney or other form of
continuing authority to represent the Company
or to grant one or more persons such titles as it
sees fit. No such powers of attorney have been
granted.
The General Meeting appoints the Managing
Directors. The Supervisory Board will nominate
one or more candidates for each vacant seat.
A resolution of the General Meeting to appoint
a Managing Director other than in accordance
with a nomination by the Supervisory Board
can be adopted by a majority of the votes
cast representing at least one third of the
Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The Articles of Association provide that a
Managing Director may be suspended or
dismissed by the General Meeting at any time.
A resolution of the General Meeting to suspend
or dismiss a Managing Director other than
pursuant to a proposal by the Supervisory
Board can be adopted by a majority of the
votes cast, representing at least one third of
the Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The Articles of Association provide that the
number of Managing Directors is determined by
the Supervisory Board after consultation with
the Management Board, but there will be at
least two Managing Directors. The Supervisory
Board has appointed one of the Managing
Directors as CEO.
67NX Filtration - Annual Report66 Corporate Governance
Members of the Management Board
The Management Board is composed of the
following members:
Member End of
Name Age Position since current term
Mr F.J. 47 CEO
6 September
6 September
(Floris Jan) 2024 2028
Cuypers
Mr M.A. 54 COO 2019 AGM of 2029
(Michiel)
Staatsen
Mr J.F. 53 CFO
6 September
6 September
(Jan Feie) 2024 2028
Zwiers
Mr F.J. (Floris Jan) Cuypers (born 1978,
Dutch) is NX Filtration’s CEO. Prior to joining
NX Filtration, Mr Cuypers has been COO and
CCO at SHV Energy since 2023, providing
decentralized, low-carbon and clean energy
solutions to business and residential customers
around the world. He served as Chief Operating
Officer (COO) and Chief Commercial Officer
(CCO) at ERIKS between 2018 and 2023, an
industrial service provider, offering technical
products and services to all sections of industry.
He holds a Master of Science in Applied Physics
from Delft University of Technology, the
Netherlands.
Mr M.A. (Michiel) Staatsen (born 1971, Dutch)
is NX Filtration’s COO. Between May 2019 and
June 2023, he held the position of both CEO
and COO of NX Filtration. Prior to joining NX
Filtration, he held various positions related
to the food and water markets. He held the
position of chief operating officer at Pré Pain, a
leading manufacturer of frozen bake off bread
in North-West Europe. Michiel Staatsen was
the chief operating officer and chief financial
officer of Grand Duet B.V., an industrial bake-
off bread bakery. He holds a master’s degree
in civil engineering from Delft University of
Technology in Delft, the Netherlands.
Mr J.F. (Jan Feie) Zwiers (born 1972, Dutch)
is NX Filtration’s CFO. Prior to joining NX
Filtration, he held the position of Group
Finance & Control Director and Executive
Board member at BDR Thermea Group,
a Global manufacturer and distributor of
sustainable smart indoor climate solutions to
building owners and users. Mr Zwiers holds an
Executive Master of Finance & Control from
the University of Amsterdam and a Master of
Science in Business Administration from Tilburg
University, both in the Netherlands.
A notable change in the Management Board
was the stepping down of Mr. Erik Roesink on
8 April 2025 in anticipation of retirement.
Senior Management
The members of the Management Board
comprise the Senior Management of the
Company together with the following non-
statutory member:
Member
Name Age Position since
Mr A.M. 49 Chief 2021
(Alejandro) Commercial
Roman Fernandez Officer
Mr A.M. (Alejandro) Roman Fernandez
(born 1977, Spain) is NX Filtration’s Chief
Commercial Officer. Prior to joining NX
Filtration, Alejandro was a Vice President and
Global Commercial Head at Organica Water
where he was responsible for all sales activities
globally, managing the regional sales teams
and expanding the global partner network.
Prior to that, Alejandro held various roles
at Pentair (Netherlands), Xylem (Spain and
United Kingdom) and Thames Water (United
Kingdom). Alejandro holds a degree in Chemical
Engineering from the University of Cadiz (Spain)
and a degree in Environmental Science from
Kingston University in London (United Kingdom).
The business address of the Senior
Management of the Company is
Haaksbergerstraat 95, 7554 PA, Hengelo
the Netherlands.
Supervisory Board
Powers, responsibilities and functioning
The Supervisory Board supervises the
Management Board and the general course of
affairs of the Company, its subsidiaries and the
business affiliated therewith. The Supervisory
Board is accountable for these matters to the
General Meeting. The Supervisory Board also
provides advice to the Management Board.
In performing its duties, the Supervisory
Board focuses on the effectiveness of the
NX Filtration’s internal risk management and
control systems and the integrity and quality of
the financial reporting. The Supervisory Board
assists the Management Board with advice
on general policies related to the activities of
NX Filtration. In the fulfilment of its duty, the
Supervisory Board focusses on the interests of
the Company and its related business.
Members of the Supervisory Board
The Supervisory Board is composed of the
following members:
End of
Name Age Position current term
Ms C. 55 Member AGM of 2029
(Carolina) Wielinga (chair)
Mr B.A.M. 61 Member AGM of 2029
(Benno) van Dongen
Mr J.G. 46 Member AGM of 2027
(Hans) Slootweg
Dr P.B. 56 Member AGM of 2029
(Piers) Clark
The business address of the Supervisory Board
of the Company is Haaksbergerstraat 95, 7554
PA, Hengelo, the Netherlands. Reference is
made to the Supervisory Board Report in this
annual report for their professional bio’s.
Remuneration
The updated remuneration policy applicable to
the Management Board was approved by the
General Meeting on 6 September 2024, and
applies as of 1 August 2024, with the exception
of the increase in the on target opportunity
level for STI, that came into effect on 1
January 2025. Any subsequent amendments
to the Company’s remuneration policy are
subject to adoption by the General Meeting,
which resolution can only be adopted by a
majority of the votes cast. The Supervisory
Board shall make a proposal to this effect. The
remuneration of, and other agreements with,
the Managing Directors are required to be
determined by the Supervisory Board, with due
observance of the remuneration policy.
The Company’s remuneration policy aims
to attract, motivate and retain qualified
individuals and reward them with a market
competitive remuneration package that
focuses on achieving sustainable financial
results aligned with the sustainable long-term
business strategy of the Company and fosters
alignment of interests of Managing Directors
with shareholders.
Based on the remuneration policy, the
remuneration of the Managing Directors
consists of the following components:
• annual base fee;
• pension and other benefits, except for
the current COO, which is not entitled to
pension benefits;
• STI;
• LTI; and
• a sign-on bonus upon appointment.
A summary of the paid or accrued remuneration
of the Management Board and an explanation
of these remuneration components is set out
in the Remuneration Report of the Supervisory
Board in this annual report.
69NX Filtration - Annual Report68 Corporate Governance
Short-term incentive (STI)
The STI is a variable cash bonus incentive of
which achievement is tied to specific financial
and non-financial targets derived from the
Company’s (annual) strategic plan, allowing to
apply focus on short-term business critical goals
and drive behaviour. The Supervisory Board
may, but is not obliged to, determine that a
Managing Director becomes entitled to an STI.
The financial and non-financial performance
conditions for the STI will be set taking into
account the strategy of the Company and
the five year business plan of the Company,
reflecting the Company’s long term interests.
As such, these conditions are closely linked to
enhancing the sustainable performance of the
Company and long-term value creation.
Long-Term incentive (LTI)
The LTI is a variable equity incentive of which
achievement is tied to targets reflecting long-
term stakeholder value creation, enhancing the
pay-for-performance narrative and aligning
recipients with the shareholder experience. The
Supervisory Board may, but is not obliged to,
determine that a Managing Director becomes
entitled to an LTI. The LTI allows Managing
Directors to receive annual conditional awards
of Performance Shares under the Company’s
Long Term Incentive Plan for Managing Directors
as amended from time to time, subject to the
approval of the Supervisory Board in accordance
with the Remuneration Policy. The LTI is designed
to incentivize and reward sound long-term
decision making and align the interests of the
Managing Directors with those of shareholders
and other stakeholders. The vesting of an award
is subject to the achievement of predetermined
financial and non-financial (including ESG)
performance conditions set by the Supervisory
Board on a yearly basis. In case the Performance
Shares are unconditionally granted to the
Managing Directors, the Managing Directors will
be required to hold such granted Performance
Shares for an additional period of two years
following the grant of Performance Shares
becoming unconditional, subject to any sales
required in order to meet tax liabilities, if
required.
Related Party Transactions
All legal entities that can be controlled, jointly
controlled or significantly influenced are
considered to be a related party. Also, entities
which can control, jointly control or significantly
influence the Company are considered a related
party. In addition, statutory and supervisory
directors and close relatives are regarded as
related parties. The following transactions were
carried out with related parties:
• Key management compensation
• Management fee to Infestos Holding E B.V.
(the controlling shareholder of the Company)
• Consultancy Agreement with Infestos
Holding E B.V.
• The agreement with an indirect subsidiary
of Infestos Nederland B.V. for the supply of
raw materials.
All these transactions were and are made on
terms equivalent to those that prevail in arm’s
length transactions.
General Meeting
According to the Articles of Association,
General Meetings can be held in Amsterdam,
in the Netherlands, or any other place in the
Netherlands, at the choice of those who call the
meeting.
The annual General Meeting must be held at
least once a year, within six months after the
close of each financial year. An extraordinary
General Meeting may be convened, whenever
the Company’s interests so require, by the
Supervisory Board or the Management Board.
In addition, shareholders or others with meeting
rights under Dutch law representing jointly at
least one-tenth of the issued and outstanding
share capital may, pursuant to the Dutch
Civil Code, request that a General Meeting be
convened. If no General Meeting has been held
within eight weeks of the shareholders making
such request, the shareholders making such
request may, upon their request, be authorised
by the competent Dutch court in preliminary
relief proceedings to convene a General Meeting.
The convocation of the General Meeting must
be published through an announcement by
electronic means. Notice of a General Meeting
must be given by at least such number of days
prior to the day of the meeting as required
by Dutch law, which, at the date of this
annual report, is 42 calendar days. The notice
convening any General Meeting must include,
among other items, the agenda stating the
items to be discussed, the venue and time
of the General Meeting, the requirements
for admittance to the General Meeting, the
address of the Company’s website, and such
other information as may be required by
Dutch law. The agenda for the annual General
Meeting must contain specific subjects,
including, among other things, the adoption
of the annual accounts, the discussion of any
substantial change in the corporate governance
structure of the Company and the allocation
of the profits, insofar as these are at the
disposal of the General Meeting. In addition,
the agenda must include such items as have
been included in it by the Management Board,
the Supervisory Board or the shareholders and
others with meeting rights under Dutch law
(with due observance of Dutch law as described
below). If the agenda of the General Meeting
contains the item of granting discharge to
the Managing Directors and the Supervisory
Directors concerning the performance of their
duties in the financial year in question, the
discharge must be mentioned on the agenda as
separate items for the Management Board and
the Supervisory Board, respectively.
Shareholders and others with meeting rights
under Dutch law representing jointly at least
3% of the Company’s issued and outstanding
share capital may request, by a motivated
request, that an item is added to the agenda.
Such requests must be made in writing, must
either be substantiated or include a proposal
for a resolution, and must be received by the
Company at least 60 days before the day
of the General Meeting. No resolutions may
be adopted on items other than those that
have been included in the agenda (unless the
resolution would be adopted unanimously
during a meeting where the entire issued capital
of the Company is present or represented).
Shareholders who, individually or with other
shareholders, hold Ordinary Shares that
represent at least 1% of the issued and
outstanding share capital or a market value of
at least € 250,000 may request the Company
to disseminate information that is prepared by
them in connection with an agenda item for a
General Meeting, provided that the Company
has done a so-called “identification round” in
accordance with the provisions of the Dutch
Securities Transactions Act. The Company can
only refuse disseminating such information,
if received less than seven business days prior
to the day of the General Meeting, if the
information gives or could give an incorrect or
misleading signal or if, in light of the nature
of the information, the Company cannot
reasonably be required to disseminate it.
More information about the authority of the
General Meeting and the articles of association
can be found on NX Filtration’s website.
71NX Filtration - Annual Report70 Corporate Governance
Special provisions relating to
shares and Management Board’s
powers
Unless indicated otherwise, there are no
restrictions on the transfer of shares, the
exercise of voting rights or the term for
exercising those rights, and there are no special
controlling rights attached to shares. Pursuant
to a resolution adopted by the General Meeting,
the Management Board has been authorised, for
a period of three years following 8 April 2025 (i.e.
until and including 8 April 2028), subject to the
approval of the Supervisory Board, to resolve
to issue Ordinary Shares (either in the form of
stock dividend or otherwise) and/or grant rights
to acquire Ordinary Shares up to a maximum of
20% of the number of Ordinary Shares issued
immediately following 8 April 2025, and to
exclude pre-emptive rights in relation thereto.
In addition, the Management Board has been,
pursuant to a resolution of the General Meeting,
authorised for a period of 18 months following
8 April 2025 (i.e. until and including 8 October
2026), subject to the approval of the Supervisory
Board, to acquire its own Ordinary Shares
(including Ordinary Shares issued as stock
dividend), up to a maximum of 10% of the issued
capital at the date of acquisition, provided that
Company will hold no more Ordinary Shares
in stock than a maximum of 50% of the issued
capital, either through purchase on a stock
exchange or otherwise, at a price, excluding
expenses, not lower than the nominal value of
the Ordinary Shares and not higher than the
opening price on Euronext Amsterdam on the
day of the repurchase plus 10%.
Dutch Corporate Governance
Code
The Dutch Corporate Governance Code, as
updated in 2025, finds its statutory basis in
Book 2 of the Dutch Civil Code (the Dutch
Corporate Governance Code). The Dutch
Corporate Governance Code applies to the
Company as the Company has its statutory
seat in the Netherlands and its Ordinary Shares
are admitted to listing and trading on Euronext
Amsterdam.
The Dutch Corporate Governance Code is based
on a ‘comply or explain’ principle. Accordingly,
companies are required to disclose in their
management report whether or not they
are complying with the various best practice
principles of the Dutch Corporate Governance
Code that are addressed to the management
board or, if applicable, the supervisory board
of the company. If a company deviates from a
best practice principle in the Dutch Corporate
Governance Code, the reason for such deviation
must be properly explained in its management
report.
Deviations from the Best Practice
Principles of the Dutch Corporate
Governance Code
The Company acknowledges the importance
of good corporate governance. The Company
agrees with the general approach and is
committed to adhering to the best practices of
the Dutch Corporate Governance Code as much
as possible. The Company fully complies with the
Dutch Corporate Governance Code, except for
best practice provisions set out below.
- The Company is not fully compliant with best
practice provisions 2.1.5-2.1.6 that requires
that the D&I policy of the Company should
in any case set specific, appropriate and
ambitious targets in order to achieve a good
balance in gender diversity and the other
D&I aspects of relevance to the Company
with regard to the composition of the
Management Board, the Supervisory Board
and sub-top management.
We have made significant improvements as
regards D&I following the introduction of the
Company’s D&I Policy and the signed CEO
statement. In the following paragraph of this
annual report we elaborate extensively on
our D&I efforts and report on gender data
for the Management Board, Supervisory
Board and sub-top management. However,
given the early-stage nature of the Company,
we had also other challenges and priorities
to deal with, but we expect to comply with
these best practice provisions in respect of
the financial year 2026. The D&I policy of the
Company is scheduled to be updated in the
course of the first half of 2026 and will be
discussed between the Management Board
and the Supervisory Board.
- The Company has not applied best practice
provisions in principle 1.3 that requires an
internal audit function. The current size of the
Company does not justify the appointment
of an internal audit function. In 2025 the
Supervisory Board has reassessed the
need for an internal audit function. Based
on this review, the Supervisory Board has
recommended the Management Board that
the current size of the Company still does not
justify the appointment of an internal audit
function.
Diversity Policy Supervisory
Board
The diversity policy of NX Filtration has been
in effect since its adoption by the Supervisory
Board on 11 June 2021 (the Policy).
The Supervisory Board values and promotes
diversity in the Management Board and
the Supervisory Board, and also in the
Company as a whole. The Supervisory Board
recognises that differences in skills, experience,
background, nationality, age, race, gender,
sexual orientation, religious beliefs, physical
ability and other characteristics of people are
important and enable both the Management
Board and the Supervisory Board as well as
the Company as a whole to look at issues
and to solve problems in a different way, to
respond differently to challenges and to take
more robust decisions. All these different skills
and backgrounds reflect the diverse nature of
the environment in which the Company and
its stakeholders operate, and improve the
effectiveness through diversity of approach
and thought. Diversity furthermore drives
innovation, and accelerates growth. It enables
the Company to attract and maintain the best
talented people.
The Management Board and the Supervisory
Board collectively are considered diverse and
balanced from an educational background
and work experience. The Management Board
and the Supervisory Board consist of people
with a good mix of sector knowledge, financial
expertise and management capabilities.
Annually, the Supervisory Board assesses the
composition of the Supervisory Board and
of the Management Board, and agrees to
measurable objectives for achieving diversity
on the Boards. At the date of this annual
report, with four members including one female
member, the Supervisory Board does not meet
the statutory gender balance requirement
under Dutch law. In accordance with these
requirements, the next appointment to the
Supervisory Board must be a female member.
Any appointment that does not comply with
this requirement would be legally null and void
and would not remedy the imbalance, however
this does not apply to reappointments of a
member to the Supervisory Board within eight
years of its first appointment.
73NX Filtration - Annual Report72 Corporate Governance
Diversity & Inclusion (D&I) within
NX Filtration
In this paragraph we explain our D&I policy and
the way in which it is implemented in practice,
(i) the goals of the D&I policy; (ii) the plan to
achieve the goals of the D&I policy; (iii) the
results of the D&I policy in the past financial
year and – where relevant and applicable
– insight into the inflow, progression and
retention of employees; and (iv) the gender
composition of the Management Board, the
Supervisory Board, and senior management at
the end of 2025.
NX Filtration recognizes that for the success
of the company, a culture of diversity, equity
and inclusion is essential and therefore NX
Filtration fosters such a culture. As we continue
to grow rapidly, we truly want to keep building
our diverse and inclusive workplace. Our human
capital is the most valuable asset we have. The
collective sum of the individual differences,
life experiences, knowledge, inventiveness,
innovation, self-expression, unique capabilities
and talent that our employees invest in
their work represents a significant part of
not only our culture, but our reputation and
company’s achievement as well. We embrace
and encourage our employees’ differences
in age, color, disability, ethnicity, family or
marital status, gender identity or expression,
language, national origin, physical and mental
ability, political affiliation, race, religion, sexual
orientation, socio-economic status, and other
characteristics that make our employees
unique.
Please also refer to the Diversity and Inclusion
Policy Statement signed by our CEO.
Creating Awareness and Training
We strongly believe that in any organization,
addressing bias is an ongoing journey that
needs structural changes to policies and
operations. Increasing awareness within
NX Filtration is vital, but training people to
manage their biases, change their behaviors
and monitor how they are doing business takes
it to the next level. Therefore we offer various
trainings on topics such as:
• Cultural Diversity: how to deal with cultural
differences in the workplace.
• Social Intelligence: open communication to
create a trusting work environment that
will enable that Personnel can be their true
self.
• Giving and asking for feedback: helps
personnel to better formulate their
arguments and therefore be able to subtly
put an (unbiased) opinion on the table.
Recruitment
Bias in the workplace limits diversity,
recruitment, promotion and retention. It can
shape a company’s culture and standards if
left to languish. NX Filtration seeks to break
biases to become more diverse, equitable, and
inclusive. Identifying how bias shows in talent
management, training and development,
performance management and talent
acquisition plays a major role. All our recruiters
go through interactive bias-at-work training
to help them identify their own biases and
how to reduce the risk of bias in recruitment.
The training helps our recruiters support
their managers in minimizing bias during the
hiring process. Other practices that we make
use of to reduce bias include, to the extent
appropriate, anonymized C.V. screenings, round
table discussions, assessing competency rather
than specific experience and diverse interview
panels.
An international workforce
We are committed to fostering an international
work environment where every employee
can thrive. We promote diversity by offering
opportunities for international mobility as well
as intercultural training and cross-cultural work
teams, which are major factors of individual
and career development.
Equal opportunity globally
At NX Filtration, equality across the board is
key. We strongly believe that diversity is vital to
our business and we are committed to creating
an atmosphere where everyone can feel like
they belong. We nurture an environment
comprising of a group of people who are not
only diverse in skillset, but also in (cultural)
backgrounds, perspectives and experience,
disability status, ethnicity, age, gender identity
and sexual orientation among others, in all
countries we operate.
Gender balance
We empower the women in our organisation
and are committed to promoting equal
opportunities. We seek to increase the share
of women in senior management positions. As
we reflect on the achievements and progress
made throughout the previous year, we find it
important to transparently address a challenge
that has been prevalent in our industry. At the
end of the year, our gender balance stands at
18% women and 82% men, compared to 18%
women and 82% men at the end of 2024. This
ratio is not unique to our organization; it is a
broader concern within the industry. It is crucial
to recognize that we continue to focus on
initiatives towards achieving a more balanced
and sustainable gender balance.
Disability and accessibility
We have made good progress over the years
towards better accessibility for disabled people.
In our production facilities we take into account
the diverse nature of disability (including hidden
or invisible impairments) and how to support
different needs.
Zero tolerance for harassment, bullying
and racism
Our Code of Conduct, Business Ethics Policy,
and Human Rights Policy describe values and
principles that every employee of NX Filtration
must observe in the course of their work. These
rules of conduct guide our behaviour when
acting within or on behalf of NX Filtration.
In particular, we are committed to fostering
respect for human dignity and for employees’
work, and to a zero tolerance policy for
harassment, bullying and racism. In doing
this, we stand against racism, discrimination,
and bias of any kind, striving to ensure that
everyone feels equally welcome and embraced.
Wet ingroeiquotum en
streefcijfers (Dutch Diversity Act)
NX Filtration is bound by the obligations laid
down in the Wet ingroeiquotum en streefcijfers
(Dutch Diversity Act), which came into force on
1 January 2022.
Supervisory Board
Our Supervisory Board consists of 1 woman
and 3 men. Therefore, the Supervisory
Board does not meet the statutory gender
balance requirement under Dutch law. In
accordance with these requirements, the
next appointment to the Supervisory Board
must be a female member. Any appointment
that does not comply with this requirement
would be legally null and void and would not
remedy the imbalance, however this does not
apply to reappointments of a member to the
Supervisory Board within eight years of its first
appointment.
Management Board
NX Filtration’s Management Board consists of
3 men. NX Filtration thereby does not meet the
diversity quota of at least one-third female and
one-third male on the Management Board.
75NX Filtration - Annual Report74 Corporate Governance
Sub-top management
This sub-top management group consisted
of 14 employees as of 1 January 2025, and
reached a total number of 14 employees per
31 December 2025.
# # % %
Date Women Men Women Men
1 January 2025 4 10 29% 71%
31 December 2025 5 9 36% 64%
Sub-top objective
For the purpose of the Dutch Diversity Act,
NX Filtration has defined the sub-top as
those executives who report directly to the
management board. This includes all entities
within NX Filtration, therefore also including all
countries in which NX Filtration is based.
Plans to promote a proportionate split
between women and men
In order to ensure a proportionate split, i.e. a
larger share of women, we mainly focus on the
new employees. For increasing the number of
women in our organisation we will focus for the
coming years on the following pillars:
1. Inflow and internal promotions;
2. Cooperation with educational institutions;
and
3. External appearance.
Re 1. Inflow and internal promotions
Given NX Filtration’s growth, many employees
are recruited every year. Both by our internal
recruitment team and with the help of external
parties. The value of diversity is explicitly
discussed within the recruitment team and
with external parties and targets are set for
the supply of female candidates. For internal
promotion, the possibility of promoting women
to management positions is explicitly discussed
and stimulated.
Re 2. Cooperation with educational institutions
We strongly believe that, in order to show
the attractiveness of technology in general,
one needs to focus on the employees of the
future. Therefore it is essential that we provide
children with the guidance and resources
they need to make informed decisions about
their future (education). We will intensify
the cooperation with schools (ranging from
vocational education to universities) to offer
interesting insights in our organisation as well
as technology in general. This includes offering
internships as well as graduation assignments.
Doing so, we will specifically focus on attracting
female students for our organisation.
Re 3. External appearance
We will focus on increasing the visibility of
women in our company in recruitment activities
and social media activities, among others.
Female speakers at conferences and events
will also contribute to the desired image of our
Company.
Gender balance targets
The Management Board set a gender balance
target for the Management Board to have at
least one female in 2030. When setting the
gender balance target for the Management
Board, the Supervisory Board has considered
the technology environment NX Filtration
operates in, with a thinly populated global
STEM (science, technology, engineering and
math) talent pool, making it challenging to
recruit female talent. Furthermore, we are
proud on the significant progress in 2025
towards our gender balance target of women
at sub-top level of 40% by 2028, the current
level being 36%, which is a significant increase
from 29% at the end of 2024.
Takeover Directive (Article 10)
In the context of the EU Takeover Directive
(Article 10) Decree, the following notifications
must be given insofar as they are not included
in this Annual Report.
Capital Structure
As at 31 December 2025, the issued share capital
of the Company amounts to € 580,540.70
divided into 58,054,070 Ordinary Shares, each
with a nominal value of € 0.01. Each Ordinary
Share confers the right to cast one vote.
Limitations on the transfer of shares
NX Filtration has not imposed any limitations on
the transfer of its shares and therefore there are
no outstanding or potential protection measures
against a takeover of control of the company.
Substantial holdings
On the date hereof, NX Filtration has
58,054,070 Ordinary Shares outstanding in
the market. Pursuant to the Dutch Financial
Supervision Act (Wet op het financieel toezicht),
interests in the issued capital of NX Filtration
of 3% or more are required to be disclosed to
the Netherlands Authority for the Financial
Markets (AFM). At year-end 2025, the following
shareholders were known to hold interests
of at least 3% directly in the Company (as
per AFM disclosure on 31 December 2025,
actual substantial holdings will differ and the
Company does not take responsibility for the
accuracy of the below table):
Material Subsidiaries
NX Filtration B.V., NX Filtration International
B.V., NX Filtration Real Estate B.V. (each
incorporated in the Netherlands), NX
Filtration (Beijing) Membrane Technology Co.
(incorporated under Chinese law), Ltd., NX
Filtration India Private Limited (incorporated
under Indian law), and NX Filtration Americas,
LLC (incorporated under United States law) are
the only (material) subsidiaries of the Company.
The Company holds, either directly or indirectly,
100% of the ownership interest therein.
Special controlling rights
No special controlling rights are attached to the
shares in the Company.
Employee equity plans
See above under Long-Term Incentive (LTI) and
Short-term incentive (STI).
Limitations on voting rights
Each share confers the right to cast one vote.
The voting rights attached to the shares in the
Company are not restricted, and neither are the
terms in which voting rights may be exercised
restricted.
Agreements on limitations on the transfer
of shares
The Senior Management and certain other key
employees of the Company hold depository
receipts in Stichting Administratiekantoor NX
Filtration Holding (DRs) as they have been given
the opportunity to indirectly participate in the
capital of the Company. These DRs are not freely
tradeable. The transfer of DRs is subject to a
resolution of the management board of Sticht
-
ing Administratiekantoor NX Filtration Holding.
Number of Percentage of the
Ordinary issued share capital
Shareholder Shares (as of the Company
(as disclosed in disclosed in (as disclosed in
AFM register) AFM register) AFM register)
B.H.F. 29,402,463 58.80%
ten Doeschot
(1)
B.V. 5,030,020 10.06%
Beleggingsfonds
Hoogh Blarick
Teslin 2,876,646 4.96%
Participaties
Coöperatief U.A.
ASR
Nederland N.V. 1,890,659 3.27%
Notes:
(1)
Through Infestos Holding E B.V. and Stichting
Administratiekantoor NX Filtration Holding.
These entities are ultimately controlled by
Mr B.H.F. ten Doeschot.
77
NX Filtration - Annual Report76 Corporate Governance
Appointment and dismissal of
Management Board members and
Supervisory Directors and amendment of
the Articles of Association
The General Meeting appoints the Managing
Directors. The Supervisory Board will nominate
one or more candidates for each vacant seat.
A resolution of the General Meeting to appoint
a Managing Director other than in accordance
with a nomination by the Supervisory Board
can be adopted by a majority of the votes
cast representing at least one third of the
Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The Articles of Association provide that a
Managing Director may be suspended or
dismissed by the General Meeting at any time.
A resolution of the General Meeting to suspend
or dismiss a Managing Director other than
pursuant to a proposal by the Supervisory
Board can be adopted by a majority of the
votes cast, representing at least one third of
the Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The Articles of Association provide that the
number of Managing Directors is determined by
the Supervisory Board after consultation with
the Management Board, but there will be at
least two Managing Directors. The Supervisory
Board has appointed one of the Managing
Directors as CEO. In addition, the Supervisory
Board has appointed one of the Managing
Directors as CFO (chief financial officer) to
specifically oversee the Company’s financial
affairs.
The Supervisory Board Rules provide that
the Supervisory Board must consist of a
minimum of three members. The exact number
of Supervisory Directors shall be determined
by the Supervisory Board. The Supervisory
Board currently consists of four members.
Only natural persons may be appointed as
Supervisory Directors.
In accordance with the Articles of Association,
the Supervisory Board has prepared a profile
(profielschets) for its size and composition,
taking account of the nature and activities
of the business, the desired expertise and
background of the Supervisory Directors, the
desired mixed composition and the size of the
Supervisory Board and the independence of the
Supervisory Directors. The Company’s diversity
policy is also taken into account.
The General Meeting appoints the Supervisory
Directors. The Supervisory Board will nominate
one or more candidates for each vacant seat. A
resolution of the General Meeting to appoint a
Supervisory Director other than in accordance
with a nomination by the Supervisory Board
can be adopted by a majority of the votes
cast representing at least one third of the
Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The Articles of Association provide that a
Supervisory Director may be suspended or
dismissed by the General Meeting at any time.
A resolution of the General Meeting to suspend
or dismiss a Supervisory Director other than
pursuant to a proposal by the Supervisory
Board can be adopted by a majority of the
votes cast, representing at least one third of
the Company’s issued capital. If such quorum is
not met, the Company is entitled to convene a
second meeting where no quorum shall apply.
The General Meeting may pass a resolution
to amend the Articles of Association with an
absolute majority of the votes validly cast in
the General Meeting, but only (i) on a proposal
of the Management Board that has been
approved by the Supervisory Board or (ii) in the
absence of such a proposal, with the explicit
approval of the Management Board and the
Supervisory Board or (iii) on the proposal of
a Shareholder, or shareholders acting jointly
provided that they belong to the same group,
for as long as they solely or jointly represent at
least 30% of the issued capital of the Company.
Any such proposal must be stated in the notice
of the General Meeting.
In the event of a proposal to the General
Meeting to amend the Articles of Association,
a copy of such proposal containing the
verbatim text of the proposed amendment
will be deposited at the Company’s office,
for inspection by shareholders and other
persons holding meeting rights, until the end
of the meeting. Furthermore, a copy of the
proposal will be made available free of charge
to shareholders and other persons holding
meeting rights from the day it was deposited
until the day of the meeting. A resolution by
the General Meeting to amend the Articles of
Association requires an absolute majority of the
votes cast. A resolution of the General Meeting
to amend the Articles of Association that has
the effect of reducing the rights attributable to
holders of share of a particular class, is subject
to approval of the meeting of holders of shares
of that class.
Significant agreements and changes in the
control of the company
NX Filtration does not have any such
agreements.
Redundancy agreements in the event of a
public takeover bid
NX Filtration has not concluded any agreements
with a Management Board member or employee
that provides for any severance pay in the case
of a termination of employment in connection
with a public bid within the meaning of Article
5:70 of the Dutch Financial Supervision Act.
Shareholders
See Substantial Holdings.
Dividend Policy
The dividend policy is to reserve all profits (if
any) until the policy is revised. NX Filtration
does not pay dividends to its shareholders at
this moment in time.
Financial calendar
Date Event
9 February 2026 Publication full year results 2025
16 April 2026 Annual General Meeting 2026
26 August 2026 Publication half-year results 2026
NX Filtration applied the following closed
periods for transactions directly or indirectly,
relating, to shares and other financial
instruments in NX Filtration:
• 1 May 2025 until 30 August 2025
• 1 November 2025 until 9 February 2026
Statements Management Board
We prepared this report 2025 in line with
IFRS Accounting Standards as adopted in the
European Union (“IFRS Accounting Standards”),
and the financial reporting requirements
included in Part 9 of Book 2 of the Dutch Civil
Code. To the best of our knowledge:
• the report of the Management Board
provides a true and fair view of the position
of NX Filtration and its subsidiaries
included in the consolidation on the
reporting date and of the course of their
affairs during the financial year. The
report of the Management Board provides
information on any material risks to which
NX Filtration is exposed;
• The Consolidated Financial Statements
as at and for the year ended 31 December
2025, give a true and fair view of the
assets, liabilities, financial position and
result of the financial year of NX Filtration
and its subsidiaries included in the
consolidation as a whole.
79NX Filtration - Annual Report78 Corporate Governance
The Management Board is responsible for
establishing and maintaining adequate internal
risk management and control systems. During
the financial year, the Management Board has
assessed the design and effectiveness of these
systems, and the results have been discussed
with the Audit Committee, the Supervisory
Board, and the external auditor.
The Management Board recognises
the inherent limitations of internal risk
management and control systems. Whilst
the Company continuously works towards
improving its processes and procedures, these
systems cannot provide absolute certainty that
all risks have been identified or are effectively
managed. The level of certainty that they
provide is influenced by, among other things,
inherent limitations to risk management,
business considerations such as the company’s
risk appetite, the complexity of the company’s
operations, and the dynamic nature of the
business environment.
Certain risks remain outside the company’s
direct control, as they depend on third
parties or external circumstances beyond the
Company’s influence.
The principal risks the company faces, the
company’s risk management framework and
the company’s risk appetite are described in
section Risks and Uncertainties of this annual
report.
In accordance with best practice provision
1.4.3. of the Dutch Corporate Governance
Code, the Management Board states to the
best of its knowledge that:
• the report of the Management Board
provides sufficient insight into any
deficiencies in the effectiveness of the
internal risk management and control
systems;
• those systems provide reasonable
assurance that the financial report does
not contain any material misstatements;
• in the current situation, it is appropriate
for the financial report to be prepared on a
going concern basis; and
• the report states those material risks
and uncertainties that are relevant to the
expectation of the company’s continuity
for the period of twelve months after the
preparation of the report.
• The manner in which we derive the
sustainability reporting in section
Sustainability report provide limited
assurance that it does not contain any
material misstatements.
• In light of and as set out in this annual
report, while the Company seeks to control
operational and compliance risks in the
manner and to the extent as described in
this report, the Management Board is not
aware that our internal risk management
and control systems, would not provide
sufficient comfort that material
operational and compliance risks faced by
the company are effectively controlled in
line with the risk appetite.
Hengelo, 9 February 2026
Management Board
Floris Jan Jan Feie Michiel
Cuypers Zwiers Staatsen
CEO CFO COO
81NX Filtration - Annual Report80 Corporate Governance
Report of the
Supervisory
Board
83NX Filtration - Annual Report82 Report of the Supervisory Board
Piers ClarkBenno van DongenCarolina Wielinga
Chair
Report of the
Supervisory Board
The Supervisory Board’s main responsibility is
to supervise and advise the Management Board,
in particular regarding the strategy for realising
sustainable long-term value and the manner
in which the strategy is implemented. The
Supervisory Board supervises the Management
Board on actions that have an impact on
people and the environment and to that end it
weighs the interests of all relevant stakeholders
involved. The Supervisory Board also focuses
on the effectiveness of the Company’s internal
risk management and control systems and the
integrity and quality of the financial reporting.
Throughout 2025, we continued to see NX
Filtration’s commitment to enhanced corporate
governance and risk management on the basis
of its internal control framework.
Activities and priorities 2025
In 2025, we continued with our collaborative
approach towards the Management Board
to foster transparency and accountability
throughout the Company. As we reflect on
the events of 2025, the Supervisory Board
acknowledges the challenges faced by NX
Filtration that influenced its financial and
operational environment. NX Filtration adjusted
its revenue outlook because it experienced a
relatively slow start of the year because it was
mainly impacted by evolving lead times in the
project schedules of OEMs and end-customers.
Although this situation continued in the second
half of the year NX Filtration did significantly
increase its revenue growth and it showed
strong progress in its OEM funnel in 2025.
With this basis, NX Filtration will benefit from
a strong pipeline of project opportunities for
2026 and beyond.
We still see NX Filtration’s strong technological
position underscored by a sustained high gross
margin and a continuation of repeat orders
from existing partners. We stressed to the
Management Board that it should closely
monitor the Americas and Asia in particular so
that it can respond to local developments and
opportunities in a timely manner.
The formulation and execution of an effective
strategy are paramount in sustaining long-
term growth. The Supervisory Board has
closely monitored the development and
implementation of NX Filtration’s strategy,
offering constructive input to enhance its
effectiveness. We believe that this strategy will
position NX Filtration for continued success in
a competitive but strong growing market. In
this context, the effectiveness of NX Filtration’s
sales organization is particular important. The
Supervisory Board acknowledges the diligent
efforts undertaken by the Management Board
to further optimize the sales structure to
enhance effective leadership in the regions
where NX Filtration is active. One other key
point of attention was cost control to balance
the companies spend in line with its growth
projections.
We determined that NX Filtration has
sound processes in place of achieving
sustainable long-term value for its customers
and shareholders, its people and society.
Furthermore, we continued to work in our
ESG Committee regarding sustainability,
environmental, social, corporate governance
and human capital matters. We are truly
honored that NX Filtration is part of the global
B Corp community alongside other companies
aiming to transform business into a force for
good.
Hans Slootweg
85NX Filtration - Annual Report84 Report of the Supervisory Board
A notable change in the Management Board
was the stepping down of Mr. Erik Roesink
on 8 April 2025. We expresses our gratitude
for his role in the Company. As the founder,
he has played a crucial role in the Company’s
development and success, and his contributions
have been significant and inspiring. The
Company and its people are grateful for his
achievements and ongoing support, and we are
grateful that he will remain with the Company
as an advisor.
Strategy and sustainable
long-term value creation
The Supervisory Board fully supports
NX Filtration’s strategy. During 2025, the
Supervisory Board devoted a considerable
amount of time discussing strategic topics.
We performed the recurring annual review
of NX Filtration’s corporate strategy and the
long-term financial budget. Some of the main
challenges concern realizing NX Filtration’s top
line growth and timing thereof, and ensure that
costs remain under control.
With increasing demand for NX Filtration’s
products in combination with its focus on
execution of its strategic priorities, the
Supervisory Board has confidence in NX
Filtration’s long-term growth opportunities
and the continued delivery of value to its
stakeholders. As part of several deep dive
strategy reviews, we focused on long-term
water market developments and external
global forces, including geopolitics and ESG
topics.
Composition and diversity
Ms C. (Carolina) Wielinga (born 1970, Dutch) is
a supervisory board member and chair of the
audit committee at Gasunie and has been a
supervisory board member of Darlin N.V. (part
of Teslin) (2010-2017). Since November 2024,
she is a supervisory board member of Royal
A-ware Food Group. Ms Carolina Wielinga is
an all-round finance business executive with
over 25 years of experience. Most recently, she
was CFO of BDR Thermea Group. Ms Carolina
Wielinga had several functions at Rabobank
and its subsidiaries, as head of financial
restructuring and recovery at Rabobank Group
(2016-2018), chief financial risk officer/chief
operating officer at FGH Bank (2015-2016) and
chief financial risk officer at Rabo Real Estate
Group (2013-2015). In the period 2011-2013,
she was senior director finance at Vion Food
Group, an international supplier of meat, meat
products and plant-based alternatives. Ms
Carolina Wielinga started her career at Arthur
Andersen (1993-2002), followed by roles as
director business advisory services at KPMG
(2002-2005) and country market leader and
managing director of Protivi in the Netherlands
(2005-2010). Ms Carolina Wielinga holds a
master’s degree in business administration
from University of Groningen in Groningen,
the Netherlands and is also a chartered
accountant.
Mr B.A.M. (Benno) van Dongen (born 1964,
Dutch) is a senior partner at Roland Berger,
for which he co founded the Amsterdam office
in 2002. At Roland Berger, Mr Benno van
Dongen is focusing on technology intensive
industries and life sciences, public private
partnerships and academia. He supports
these groups in innovation management,
growth strategy, business model development
and creating business plans. Prior to joining
Roland Berger, Mr Benno van Dongen was an
associate director at Arthur D. Little, where
he focused on, amongst others, advising
companies in the water markets as head of
the engineering, manufacturing and resources
practice. Mr Benno van Dongen studied
chemical engineering and materials science
at Delft University of Technology in Delft,
the Netherlands and has an MBA degree
from INSEAD in Fontainebleau, France. He
is a member of the Supervisory Board of
InnovationQuarter, the regional economic
development agency for South Holland, a
selected Fellow of the NAE (Netherlands
Academy of Engineering), and a director
of academic society Royal Holland Society
of Sciences and Humanities (Koninklijke
Hollandsche Maatschappij der Wetenschappen).
Mr J.G. (Hans) Slootweg (born 1979, Dutch)
works at Infestos Nederland B.V., where he
currently holds the role of investment director.
Mr Hans Slootweg’s expertise is in supporting
companies on areas including technology, R&D,
finance and accounting. This expertise will be
of added value to the Supervisory Board of the
Company. Prior to joining Infestos, Mr Hans
Slootweg worked as manager at Scotch & Soda
(2012-2014) and as senior manager at KPMG
The Supervisory Board consists of the following
four members:
Name Gender Age Position Initial appointment End of current term
Ms C. (Carolina) Wielinga Female 55 Member and Chair 11 June 2021 AGM 2029
Mr B.A.M. (Benno) van Dongen Male 61 Member 11 June 2021 AGM 2029
Mr J.G. (Hans) Slootweg Male 46 Member 6 April 2023 AGM 2027
Dr P.B. (Piers) Clark Male 56 Member 15 July 2025 AGM 2029
87
NX Filtration - Annual Report86 Report of the Supervisory Board
(2003-2012). He holds a master’s degree in
accountancy from Nyenrode University in the
Netherlands.
Dr P.B. (Piers) Clark (born 1969, English) is
the founder of Isle Group Ltd, a specialist
management consultancy firm assisting utilities
in adopting innovation. He remains a director
and shareholder in Isle. He is also the non-
executive chairman of Ozo Innovations Ltd, a
UK based company providing hygiene solutions,
and non-executive chairman of Mode Labs
Ltd, an Oxford University spin-out company
that develops water sensors. He is also a
Director/Member of the not-for-profit entity
Tech Ascend Foundation Ltd which provides
support to water sector entrepreneurs. Dr
Clark was previously the managing director
for the private equity fund Global Water
Development Partners (GWDP), a Blackstone
portfolio company. From 2010 to 2014 he was
the Commercial Director at Thames Water,
the largest of the UK water companies. He
holds a first class BSc in Environmental Science
and a PhD in Civil Engineering, both from the
University of Southampton.
The business address of the Supervisory Board
is Haaksbergerstraat 95, 7554 PA, Hengelo, the
Netherlands.
The Supervisory Board operates independently
of the Management Board, any other
participating interests and each other. Each
of the Supervisory Board members has
the necessary expertise, experience and
background to perform his or her tasks and
responsibilities. Three of the four members
of the Supervisory Board are independent
within the meaning of the Dutch Corporate
Governance Code as, in the opinion of the
Supervisory Board, the requirements referred
to in best practice provisions 2.1.7 to 2.1.9
inclusive of the Dutch Corporate Governance
Code have been fulfilled.
One of the Supervisory Board members is not
independent within the meaning of the Dutch
Corporate Governance Code. Pursuant to
the relationship agreement between Infestos
Holding E B.V., Stichting Administratiekantoor
NX Filtration Holding and NX Filtration dated
8 June 2021, Infestos Holding E B.V. has the
right to designate for nomination, and propose
replacements for, two Supervisory Directors
on the Supervisory Board. One out of four
Supervisory Directors is a representative of
Infestos: Mr Hans Slootweg.
The Management Board and the Supervisory
Board collectively are considered diverse and
balanced from an educational background
and work experience. The Management Board
and the Supervisory Board consist of people
with a good mix of sector knowledge, financial
expertise and management capabilities.
Annually, the Supervisory Board assesses the
composition of the Supervisory Board and
of the Management Board, and agrees to
measurable objectives for achieving diversity on
the Boards.
At the date of this annual report, with four
members including one female member, the
Supervisory Board does not meet the statutory
gender balance requirement under Dutch law.
In accordance with these requirements, the
next appointment to the Supervisory Board
must be a female member. Any appointment
that does not comply with this requirement
would be legally null and void and would not
remedy the imbalance, however this does not
apply to reappointments of a member to the
Supervisory Board within eight years of its first
appointment.
Where searches for appointment to any of
the Boards or to senior management are
conducted by NX Filtration or by search firms,
they will identify and present a long list of
candidates who are considered to meet the
essential criteria for the relevant vacancy,
including qualified females and people of colour.
The Boards will consider suitably qualified
candidates for positions from as wide a pool as
appropriate, including candidates with little or
no previous listed company board experience
but whose skills and experience will add value to
the relevant Board.
Meetings and attendance
The Supervisory Board held six meetings in
2025, all of which were regular scheduled
meetings. The regular scheduled meetings were
attended by the members of the Management
Board. The specifically scheduled meetings
and the meeting where the Supervisory Board
discussed its own functioning were held without
the members of the Management Board. Save
for Piers Clark being absent in the meeting of
11 November 2025 for personal reasons, all
members of the Supervisory Board attended all
the meetings, as such the absenteeism rate is
close to zero.
Other than the Audit Committee and the
ESG Committee, the Supervisory Board has
not installed any standing committees as
this is not required under Dutch law or the
Dutch Corporate Governance Code based on
the current composition of the Supervisory
Board. If the Supervisory Board would in the
future consist of more than four members,
it should, in addition to the existing Audit
Committee, appoint from among its members
a remuneration committee and a selection
and appointment committee to remain
in compliance with the Dutch Corporate
Governance Code.
The Chair speaks with the CEO regularly, and
at least on a monthly basis. Next to the key
priorities mentioned earlier the Supervisory
Board agenda contained the financials, risk
management, audit plan of the external auditor,
year-end audit findings, financing structure,
Long Term Incentive Plan for key management,
HR overviews, development and diversity, and
budget 2026.
Audit Committee
NX Filtration has an Audit Committee,
consisting of Mr Benno van Dongen and Ms
Carolina Wielinga, two independent members
of the Supervisory Board. The Audit Committee
held two meetings in 2025. The duties of the
Audit Committee include:
• monitoring and reviewing of regular topics
such as: the half-year and full-year financial
statements,
• monitoring the financial and sustainability
reporting process and making proposals to
safeguard the integrity of the process;
• monitoring the effectiveness of the internal
control systems, the internal audit system
and the risk management system with
respect to financial and sustainability
reporting;
• monitoring the external audit of the annual
accounts, and in particular the findings of
such audit;
• monitoring the independence of the
external auditor; and
• adopting procedures with respect to the
selection of the external auditor.
ESG Committee
NX Filtration has an ESG Committee,
consisting of Mr Benno van Dongen and Ms
Carolina Wielinga, two independent members
of the Supervisory Board. See for disclosure
on NX Filtration’s ESG Committee, the
Sustainability report included in this annual
report.
89NX Filtration - Annual Report88 Report of the Supervisory Board
Remuneration report
The remuneration of, and other agreements
with, the Managing Directors are required
to be determined by the Supervisory Board
in any given year, with due observance of
the remuneration policy of the Company
(the Remuneration Policy). The updated
Remuneration Policy applicable to the
Management Board was approved by the
General Meeting on 6 September 2024, and
applies as of 1 August 2024, with the exception
of the increase in the on target opportunity
level for STI, that came into effect on 1 January
2025. Any subsequent amendments to the
Remuneration Policy are subject to adoption by
the General Meeting. The Supervisory Board
carries out scenario analyses of the potential
outcomes of variable remuneration components
and the consequences thereof for the Managing
Board’s remuneration when drawing up any
amendments to the Remuneration Policy and
before determining the Managing Board’s
remuneration.
The Remuneration Policy is designed taking
into account the Company’s vision (“pure
and affordable water across the globe’’),
mission (“to be a leading global provider of
breakthrough nano-filtration technology
that enables customers to, amongst others,
produce pure and affordable water, treat
wastewater and reduce their water footprint,
and achieve strong sustainability benefits’’)
and values (“Sustainable, Adaptive, Reliable,
Knowledgeable”) through performance targets
related to for example growth, innovation
and sustainability. The Remuneration Policy
contributes to long-term value creation because
variable remuneration is higher when targets
are exceeded and no variable remuneration is
payable if threshold targets are not met. This
helps to ensure the alignment of the Managing
Directors’ interests with that of the Company’s
stakeholders and create a true pay-for-
performance culture. The Remuneration Policy
fosters alignment of interests of the Managing
Directors with its shareholders and other
stakeholders. Furthermore, the Remuneration
Policy is designed in a way that Managing
Directors and Supervisory Directors are not
encouraged to take or stimulate inappropriate
risks.
The Remuneration Policy aims to attract,
motivate and retain qualified individuals
and reward them with a market competitive
remuneration package that focuses on achieving
sustainable financial results aligned with the
long-term strategy of NX Filtration and fosters
alignment of interests of Managing Directors
with shareholders. Based on the Remuneration
Policy, the remuneration of the Managing
Directors consists of the following components:
• annual base fee;
• pension and other benefits, except for the
current COO and the former CTO, which
are not entitled to pension benefits;
• STI, except for the former CTO;
• LTI, except for the former CTO; and
• a sign-on bonus upon appointment.
Annual base fee
The annual base fee is a fixed cash payment
(with a possible yearly indexation) intended to
attract and retain executives of the highest
caliber and to reflect their experience and scope
of responsibilities.
Managing Directors, appointed after the date
of the Remuneration Policy, may be entitled to
a maximum annual base fee around the amount
of the CFO as determined by the Supervisory
Board in accordance with the peer group
analysis.
Annually, the Supervisory Board may evaluate
the base fee of the Managing Directors and
decide on an increase thereof if warranted by
relevant circumstances. Base fee levels will be
reviewed, taking into account developments in
the labour market and other factors (including
potential changes in job sizes), whereby the
peer group as referred to above will be used
as reference. The annual base fee paid to the
Managing Directors will be disclosed in the
Company’s annual remuneration report.
Pension and other benefits
Managing Directors are generally eligible to
participate in a pension plan at the level of
NX Filtration B.V., a wholly-owned subsidiary
of NX Filtration, but they may waive their
pension rights. The Company pays the pension
premiums and on a voluntary basis a Managing
Director can contribute. if they participate in
the pension plan.
Managing Directors are generally eligible
for a range of other emoluments, such as
the use of a company car (except for Mr Erik
Roesink, who stepped down as a member of
the Management Board on 8 April 2025), an
expense allowance reflective of the position of
the Managing Director, and a collective health
insurance. NX Filtration has arranged and paid
for a directors and officers liability insurance
for the members of the Management Board.
STI
The STI is a variable cash bonus incentive of
which achievement is tied to specific financial
and non-financial targets derived from the
Company’s (annual) strategic plan, allowing to
apply focus on short-term business critical goals
and drive behaviour. The Supervisory Board
may, but is not obliged to, determine that a
Managing Director becomes entitled to an STI.
LTI
The LTI is a variable equity incentive of which
achievement is tied to targets reflecting long-
term stakeholder value creation, enhancing the
pay-for-performance narrative and aligning
recipients with the shareholder experience. The
Supervisory Board may, but is not obliged to,
determine that a Managing Director becomes
entitled to an LTI. The LTI allows Managing
Directors to receive annual conditional awards
of Performance Shares under the Company’s
Long Term Incentive Plan for Managing Directors
as amended from time to time, subject to the
approval of the Supervisory Board in accordance
with the Remuneration Policy.
Sign-on bonus
The Supervisory Board retains the flexibility
to provide one-off compensation upon
appointment of a Managing Director, such as a
sign-on bonus, for example to replace variable
remuneration awards that the appointee
forfeits from previous employment and/or
other loss of income as a direct result of joining
the Company. Depending on the circumstances
at the time, the Supervisory Board may
determine the type of award, in cash or shares
and the payout or vesting conditions that apply.
The appointment of a new member of the
Management Board requires approval of the
General Meeting. Attached to the proposal
for appointment are the main terms of
the management agreement. Any sign-
on arrangement will be submitted to the
General Meeting for approval in conjunction
with the proposal for appointment. If any
sign-on arrangements are applied, these
will be disclosed in the Company’s annual
remuneration report.
Notice period
The management agreements for the
Managing Directors are entered into for an
indefinite term. The notice period for the
Managing Directors is three months and for NX
Filtration six months.
Severance current Management Board
The service agreement of each of Mr Floris Jan
Cuypers, Mr Jan Feie Zwiers, and Mr Michiel
Staatsen contains severance provisions which
provide for compensation for the loss of income
resulting from a termination of employment
at the initiative of the Company of six months’
91NX Filtration - Annual Report90 Report of the Supervisory Board
base compensation, subject to certain
conditions such as that the termination is not
based on seriously culpable acts or negligence
of the Managing Director. The contractual
severance amount will replace or be subtracted
from any statutory or other severance
payments.
The service agreement of Mr Erik Roesink,
who stepped down as a member of the
Management Board on 8 April 2025, did not
contain any provisions providing for benefits
upon termination of employment.
None of the Supervisory Directors does enjoy
contractual severance provisions.
Variable remuneration
Mr Erik Roesink was not entitled to any variable
remuneration in 2025. Each of Mr Floris Jan
Cuypers, Mr Jan Feie Zwiers, and Mr Michiel
Staatsen was entitled to variable remuneration,
as set out below.
Management Board remuneration over 2024
The total amount of remuneration of the
Managing Directors for the financial year 2024
comprised € 1,442,066.
Management Board remuneration over 2025
The total amount of remuneration of the
Managing Directors for the financial year 2025
comprised € 1,602,236.
Management Board Fringe Termination Share-based Total
remuneration Salaries benefits benefit Bonus Pension payments 2024
Mr Michiel Staatsen 191,035 - - - - - 191,035
Mr Erik Roesink 174,770 - - - - - 174,770
Mr Marc Luttikhuis 124,247 6,426 - 6,250 3,607 9,055 149,585
Mr Jeroen Pynenburg 165,305 23,154 198,750 -2,083 6,012 71,901 463,039
Mr Jan Feie Zwiers 129,183 6,605 - 10,688 4,009 86,175 236,660
Mr Floris Jan Cuypers 126,571 7,258 - 9,750 3,207 80,191 226,977
Total 911,111 43,443 198,750 24,605 16,835 247,322 1,442,066
Management Board Fringe Termination Share-based Total
remuneration Salaries benefits benefit Bonus Pension payments 2025
Mr Michiel Staatsen 203,488 10,800 - 55,250 - 13,334 282,872
Mr Erik Roesink 46,601 - - - - - 46,601
Mr Jan Feie Zwiers 315,710 24,661 - 87,522 9,620 165,545 603,058
Mr Floris Jan Cuypers 339,346 21,379 - 98,519 9,620 200,841 669,705
Total 905,145 56,840 - 241,291 19,240 379,720 1,602,236
Additional disclosure STI And
LTI of the current Management
Board for the financial year 2025
Short-term incentive (STI)
Floris Jan Cuypers (CEO), Jan Feie Zwiers
(CFO), and Mr Michiel Staatsen (COO) are
each entitled to a short-term incentive,
which consists of cash only. In setting the
performance targets of this short-term
incentive, the Supervisory Board took
into account NX Filtration’s strategy and
objectives. The at target gross amount of
the STI is 40% of the gross annual base fee.
Depending on performance, the STI can
range from 30% of the gross annual base fee
(if the minimum threshold performance is
met) up to 50% of the gross annual base fee
(if the maximum performance is met). The
performance conditions, weighting, percentage
of performance and bonus percentages for the
financial year 2025 are set out below. A one
year performance period applies.
STI performance KPIs for the Managing Directors
Performance
Type KPI Weight level Bonus
Financial performance Revenues and other income in 2025,
conditions margin > 55% 40% 0.0% 0.00%
Gross margin
(excluding other income) 25% 40.5% 10.13%
Non-financial performance Successful delivery of
conditions product & technology roadmap 12.5% 50.0% 6.75%
Improve efficiency and quality in
operations and successful transfer of
membrane production UF and MF 7.5% 50.0% 3.75%
Ensure financial discipline through tight
cost control and minimizing waste 7.5% 50.0% 3.75%
Employer branding & recruitment 7.5% 50.0% 3.75%
STI 2025 100% 27.63%
The revenues and other income in 2025 amount
to € 14.1 million. The minimum target level
was set at € 16.5 million. The at target level
was set on € 17.6 million and the maximum
target level was set on € 18.7 million thus,
given a performance level of 0.0%, resulting
in a weighted bonus of 0.0%. Gross margin
(excluding other income) amounted to 59.1%.
The minimum target level was set at 57%.
The at target level was set on 59% and the
maximum target level was set on 61% thus,
given a performance level of 40.1%, resulting in
a weighted bonus of 10.13%.
The product and technology roadmap was
successfully delivered in 2025 as such the
Supervisory Board decided to allocate the
maximum amount of bonus possible for this
KPI thus, given a performance level of 50%,
resulting in a weighted bonus of 6.75%.
Operational efficiency and quality were
significantly improved, and the transfer of UF
and MF membrane production was successfully
executed as such the Supervisory Board
decided to allocate the maximum amount
of bonus possible for this KPI thus, given
a performance level of 50%, resulting in a
weighted bonus of 3.75%.
93NX Filtration - Annual Report92 Report of the Supervisory Board
Strong financial discipline was demonstrated
through rigorous cost control and waste
minimization, resulting in a significant reduction
in operating expenses as such the Supervisory
Board decided to allocate the maximum
amount of bonus possible for this KPI thus,
given a performance level of 50%, resulting in a
weighted bonus of 3.75%.
Employer branding was strengthened, driving
more effective recruitment as such the
Supervisory Board decided to allocate the
maximum amount of bonus possible for this
KPI thus, given a performance level of 50%,
resulting in a weighted bonus of 3.75%.
For Mr Cuypers, based on the aggregate
realised STI bonus percentage of 27.63%,
multiplied by the fixed remuneration, the cash
bonus for 2025 amounted to € 93,373 gross.
For Mr Zwiers, based on the aggregate realised
STI bonus percentage of 27.63%, multiplied by
the fixed remuneration, the cash bonus for 2025
amounted to € 81,881 gross.
For Mr Staatsen, based on the aggregate
realised STI bonus percentage of 27.63%,
multiplied by the fixed remuneration, the cash
bonus for 2025 amounted to € 55,250 gross.
Long-term incentive (LTI)
Floris Jan Cuypers (CEO), Jan Feie Zwiers
(CFO), and Michiel Staatsen (COO) are each
entitled to a conditional award of ordinary
shares in NX Filtration (Ordinary Shares)
under the LTI-plan, at the sole discretion of the
Supervisory Board. The vesting of an award is
subject to the achievement of predetermined
financial and non-financial (including ESG)
performance conditions set by the Supervisory
Board over a 3 year vesting period. Following
the vesting of an award the relevant Ordinary
Shares are subject to a holding period of two
years as of the date of vesting (or any different
holding period as the Supervisory Board may
determine at the time of grant) subject to
continued engagement to NX Filtration. The
value of the ‘at target’ number of Ordinary
Shares is 40% of the gross annual base fee
(at the start of the performance period) with
a bandwidth of 30% up to and including 50%
taking into account the value of a price for
the Ordinary Shares based on the average
closing share price of the last trading day of the
preceding year, at the start of the performance
period.
LTI performance KPIs for the Managing
Directors
The grant under this plan to Mr Cuypers was
made on 11 February 2025 and relates to
44.183 awards. This grant is subject to the
following selection of performance conditions
as determined by the Supervisory Board.
The grant under this plan to Mr Zwiers was
made on 11 February 2025 and relates to
38.765 awards. This grant is subject to the
following selection of performance conditions
as determined by the Supervisory Board.
The grant under this plan to Mr Staatsen
was made on 11 February 2025 and relates
to 26.144 awards. This grant is subject to the
following selection of performance conditions
as determined by the Supervisory Board.
Type KPI Weight
Financial performance conditions Revenues and other income in 2025, margin > 55% 15%
Revenues and other income in 2026, margin > 55% 15%
Revenues and other income in 2027, margin > 55% 10%
Gross margin in 2025 (excluding other income) 10%
Gross margin in 2026 (excluding other income) 10%
Gross margin in 2027 (excluding other income) 5%
Non-financial performance conditions Improve efficiency and quality in operations 10%
Involvement with QHSE agenda 10%
Involvement with ESG agenda 15%
LTI 10 0%
The total realization of the LTI grant of 2025
will be based on the outcome of financial
years 2025, 2026 and 2027 and thus cannot
be determined yet. Note that NX Filtration
recognized an expense of € 63,817 in the
statement of profit and loss 2025 in respect of
this LTI plan based on the application of IFRS 2
accounting regulations.
(Other) shareholdings of Mr Michiel
Staatsen and Mr Erik Roesink
Mr Michiel Staatsen and Mr Erik Roesink
participate directly and indirectly in the
share capital of the Company. Their direct
investments are the result of their participation
in the Company’s equity offering in April
2024, in which Michiel Staatsen acquired
76,804 Ordinary Shares, and Erik Roesink
acquired 30,721 Ordinary Shares. The indirect
investments are held through the STAK, which
has issued depositary receipts of shares
(certificaten van aandelen) in the capital of the
Company for Ordinary Shares (the DRs) to
them. Erik Roesink indirectly holds 1,611,750
DRs for Ordinary Shares and Michiel Staatsen
indirectly holds 967,050 DRs for Ordinary
Shares in the capital of the Company. As such,
on the date hereof Michiel Staatsen holds
1,043,854 Ordinary Shares (1.80%) and Erik
Roesink 1,642,471 Ordinary Shares (2.83%) in
the capital of the Company.
95NX Filtration - Annual Report94 Report of the Supervisory Board
Shareholdings of Mr Floris Jan Cuypers and
Mr Jan Feie Zwiers
On the date hereof, Floris Jan Cuypers
indirectly holds 105.829 Ordinary Shares
(0.18%) in the capital of the Company and Jan
Feie Zwiers indirectly holds 90.710 Ordinary
Shares (0.16%) in the capital of the Company.
Remuneration information for the
Supervisory Board
The General Meeting determines the
remuneration of the Supervisory Directors. The
Supervisory Board submits from time to time
proposals to the General Meeting in respect of
the remuneration of the Supervisory Directors.
The remuneration of the Supervisory Board
may not be made dependent on the Company’s
results. Supervisory Directors will not receive
Ordinary Shares and/or rights to Ordinary
Shares as remuneration. The compensation for
the chair of the Supervisory Board has been
set at € 55,000 per year and the compensation
for Mr Benno van Dongen and Dr Piers Clark
has been set at € 35,000 per year. Mr Hans
Slootweg is employed by Infestos Nederland
and does not receive compensation for his
Supervisory Board activities. NX Filtration has
arranged and paid for a directors and officers
liability insurance for the members of the
Supervisory Board.
Internal pay ratio
Management Board
Compensation 2025 2024
Salaries and wages 865,688 1,068,760
Short-term incentive plan 241,291 24,605
Social security distributions 39,457 41,102
Pension contributions (DC) 19,241 16,836
Share-based payments 379,719 247,322
Fringe benefits 56,840 43,443
Total 1,602,236 1,442,066
Average number of FTE’s 3.3 4.1
Average compensation 490,618 353,448
Employee
Compensation 2025 2024
Salaries and wages 10,635,031 10,639,706
Short-term incentive plan 322,335 135,952
Social security distributions 1,832,918 1,847,393
Pension contributions (DC) 498,060 548,535
Share-based payments 67,875 66,075
Fringe benefits 495,985 346,984
Total 13,852,203 13,584,645
Average number of FTE’s 155 163
Average compensation 89,369 83,316
Internal Pay Ratio
Management Board 5.5 4.2
Internal Pay Ratio CEO* 7.5 8.2
*the internal CEO pay ratio 2024 is calculated using the
annualised remuneration of Mr Floris Jan Cuypers
The Remuneration Policy takes into account
the pay ratio within the organisation. The
NX Filtration internal pay ratio is calculated
by dividing the average total Management
Board compensation by the average employee
compensation. The average employee
compensation is based on the total personnel
cost (defined as salaries and wages, social
security contributions, pension contributions
and share-based payment costs) and the
average number of FTEs excluding the
Management Board (see also the relevant notes
to the Consolidated Financial Statements.
Advisory vote General Meeting
It is proposed to the General Meeting to approve
this remuneration report (advisory vote) in
the annual general meeting of 16 April 2026.
The Supervisory Board is pleased that the
2024 Remuneration Report received a positive
advisory vote in the annual general meeting of
8 April 2025, with 98.62% of the votes in favour
of the report.
Internal audit function
NX Filtration does not have an internal audit
function. The need for an internal audit function
is assessed on a yearly basis by the Supervisory
Board. The Supervisory Board concluded that
the size of the Company and the combination
of a finance and control department with
accounting and audit knowledge, are presently
covering the requirements sufficiently.
External auditor
The Management Board and the Supervisory
Board have evaluated the activities performed
for the Company by PricewaterhouseCoopers
Accountants N.V. It is apparent that
PricewaterhouseCoopers Accountants N.V. is
capable of forming an independent judgment
concerning all matters that fall within the scope
of its auditing task; there is a good balance
between the effectiveness and efficiency of
their actions, for example in relation to auditing
costs, risk management and reliability.
Functioning of the Supervisory
Board and the Management
Board (evaluation accountability)
The Supervisory Board discussed, in the ab-
sence of the Management Board, its own func-
tioning. The evaluation was performed by the
Chair of the Supervisory Board, by means of
a structured questionnaire, which was subse-
quently discussed with the rest of the Supervi-
sory Board. The Supervisory Board also filled in
a questionnaire and addressed items such as:
team effectiveness, interaction, transparency,
composition and profile, competences, effec-
tiveness of individual members, quality of infor-
mation and the relationship with the Manage-
ment Board and others, which is meant to also
include the relationship with key managers. The
outcome of the evaluation is positive. It was
found that the Supervisory Board organizes
itself in an effective and efficient manner and
considers the contributions of each Supervisory
Board member to be complementary in nature.
There is a good level of transparency amongst
both the Management Board and Superviso-
ry Board. The Supervisory Board evaluation
delivered areas for improvement and key topics
for 2026: (i) the Supervisory Board intends to
intensify discussions with the Management
Board on the effectiveness of NX Filtration’s
sustainable strategy, (ii) cost control measures
and possibilities to increase NX Filtration’s
financial flexibility, and (iii) the development of
the sales funnel.
The Supervisory Board has conducted an
annual review to identify any aspects with
regard to which the Supervisory Board
members require further training or education
during their term of office. For all members in
the Supervisory Board this continues to relate
to business dynamics, competitive arena, and
innovations in the water filtration industry.
We shared our reflections with the
Management Board members and had an
individual discussion with each to discuss last
year’s performance, area of improvement and/
or development and key priorities for 2026.
97NX Filtration - Annual Report96 Report of the Supervisory Board
Financial statements and
auditor’s opinion
The financial statements 2025 included in this
annual report have been audited and PwC has
issued an unqualified opinion on them. The
financial statements were extensively discussed
with the Supervisory Board, in the presence
of the external auditor, and the Management
Board. The Supervisory Board is of the
opinion that the financial statements meet all
requirements for transparency and correctness.
Therefore, the Supervisory Board recommends
that the General Meeting of Shareholders to
be held on 16 April 2026 adopts the financial
statements and the appropriation of the result.
Result appropriation
NX Filtration realised a loss of
€ 25.7 million.
The proposal to the General Meeting is to
recognise this loss in retained earnings. The
members of the Supervisory Board have signed
the financial statements to comply with their
statutory obligation pursuant to article 2:101,
paragraph 2, of the Dutch Civil Code.
Gratitude & looking forward
We are grateful with NX Filtration’s partners,
customers and shareholders for their continued
support, confidence and loyalty, and our
employees for their continued involvement
and dedication. 2025 was a challenging year
for NX Filtration yet it made also major steps
forward by putting in place building blocks
facilitating further growth in the years to
come. NX Filtration showed strong progress
in its sales and OEM funnel in 2025 and we
saw many OEMs progressing further within
the funnel towards first projects. 2025 was
also a transition year in terms of cost and
Capex reduction. NX Filtration completed the
transfer of all its activities to the new factory
and launched various efficiency programs.
The Supervisory Board remains committed to
supervise and advice the Management Board
towards a future of continued success. We
expect NX Filtration to benefit from a proven
track-record of more than 50 operational
HFNF projects, and a further 30 projects in
commissioning phase, which are realizing strong
benefits for our customers. On that basis we
look ahead to 2026 with full confidence.
Hengelo, 9 February 2026
The Supervisory Board
Carolina Wielinga (Chair)
Benno van Dongen
Hans Slootweg
Piers Clark
99NX Filtration - Annual Report98 Report of the Supervisory Board
Financial
statements
101NX Filtration - Annual Report100 Financial statements
Consolidated
financial statements
for the year ended
31 December 2025
Consolidated statement of comprehensive income
In EUR ‘000, for the year ended December 31 Notes 2025 2024
Revenue from sale of goods 7 12,681 10,085
Other income 8 1,454 999
Gross income 14,135 11,084
Operating expenses
Costs of raw materials and consumables (5,184 ) (3,933 )
Changes in inventories of finished goods
and work in progress (1,856 ) 1,731
Personnel expenses 9 (14,211 ) (14,111 )
Amortization on intangible assets 18 (829 ) (705 )
Depreciation on property, plant and equipment
and right-of-use assets 19,20,10 (8,674 ) (7,399 )
Operating costs 11 (8,459 ) (9,644 )
External research & development costs 12 (56 ) (786 )
Operating expenses (39,269 ) (34,847 )
Operating Loss (25,134 ) (23,763 )
Finance income (expenses) 14 (548 ) 694
Loss before income tax (25,682 ) (23,069 )
Income tax benefit (expense) 15 (10 ) (20 )
Net loss for the period (25,692 ) (23,089 )
Other comprehensive result for the period - -
Total comprehensive loss for the period (25,692 ) (23,089 )
Total comprehensive loss for the period (25,692 ) (23,089 )
(attributable to the owners of the Company)
Earnings per share
Basic earnings per share (EUR) 16 (0.44 ) (0.41 )
Diluted earnings per share (EUR) 16 (0.44 ) (0.41 )
103
NX Filtration - Annual Report102 Consolidated financial statements
Consolidated statement of financial position Consolidated statements of changes in equity
In EUR ‘000, at December 31 Notes 31 December 2025 31 December 2024
Assets
Non-current assets
Intangible assets 18 4,951 3,741
Property, plant and equipment 19 70,850 75,052
Right-of-use assets 20 696 501
Deferred tax assets 21 2 1
Total non-current assets 76,499 79,295
Current assets
Inventories 22 15,571 18,145
Trade and other receivables 23 7,718 5,490
Cash and cash equivalents 24 28,504 53,375
Total current assets 51,793 77,010
Total assets 128,292 156,305
Group equity
Share capital 25 581 581
Share premium 25 195,477 195,477
Retained earnings (99,608 ) (74,364 )
Total equity 96,450 121,694
Liabilities
Non-current liabilities
Borrowings 26 24,220 25,000
Lease liabilities 26 515 328
Total non-current liabilities 24,735 25,328
Current liabilities
Borrowings 26 780 -
Trade and other payables 27 6,135 9,100
Lease liabilities 26 192 183
Total current liabilities 7,107 9,283
Total liabilities 31,842 34,611
Total equity and liabilities 128,292 156,305
In EUR ‘000 Notes Attributable to equity owners of NX Filtration N.V.
Share Share Retained Total
capital premium earnings equity
Balance - 1 January 2024 500 170,450 (51,498 ) 119,452
Loss for the period - - (23,089 ) (23,089 )
Other comprehensive income (loss) - - - -
Total comprehensive loss for the period - - (23,089 ) (23,089 )
Transactions with owners in their capacity as owners
Issuance of ordinary shares 25 79 25,027 - 25,106
Share-based payment transactions 13 2 - 223 225
Dividend - - - -
Balance - 31 December 2024 581 195,477 (74,364 ) 121,694
Balance - 1 January 2025 581 195,477 (74,364 ) 121,694
Loss for the period - - (25,692 ) (25,692 )
Other comprehensive income (loss) - - - -
Total comprehensive loss for the period - - (25,692 ) (25,692 )
Transactions with owners in their capacity as owners
Issuance of ordinary shares - - - -
Share-based payment transactions 13 - - 448 448
Dividend - - - -
Balance - 31 December 2025 581 195,477 (99,608 ) 96,450
105
NX Filtration - Annual Report104 Consolidated financial statements
Consolidated statement of cash flows
In EUR ‘000, for the year ended December 31 Notes 2025 2024
Cash flows from operating activities
Operating loss (25,134 ) (23,763 )
Adjustments to reconcile profit before taxation to net cash flows:
Depreciation, amortisation and impairment expenses 10,18,19 9,503 8,104
Non cash items in operating loss - -
Income taxes (paid)/received (11 ) (6 )
Share-based payment expenses 13 448 223
(Increase)/Decrease in working capital:
- Decrease (Increase) inventories 2,574 (2,982 )
- Decrease (Increase) trade and other receivables (2,228 ) 3,569
- Increase (decrease) trade and other payables (2,844 ) (6,295 )
Net cash inflow/(outflow) from operating activities (17,692 ) (21,150 )
Cash flows from investing activities
Payment for property, plant and equipment 19 (4,632 ) (24,123 )
Payment for intangible assets 18 (1,749 ) (1,810 )
Net cash inflow/(outflow) from investing activities (6,381 ) (25,933 )
Cash flows from financing activities
Proceeds from share premium contribution and issuance of shares 25 - 25,106
Proceeds from borrowings 26 - 25,000
Principal elements of lease payments (206 ) (591 )
Interest received 812 1,631
Interest paid (1,404 ) (616 )
Net cash inflow (outflow) from financing activities (798 ) 50,530
Net increase (decrease) in cash and cash equivalents (24,871 ) 3,447
Cash and cash equivalents at the beginning of the financial year 53,375 49,928
Effects of exchange rate changes on cash and cash equivalents - -
Cash and cash equivalents at the end of the financial year 28,504 53,375
Notes
107NX Filtration - Annual Report106 Consolidated financial statements
109NX Filtration - Annual Report108 Consolidated financial statements
111NX Filtration - Annual Report110 Consolidated financial statements
113NX Filtration - Annual Report112 Consolidated financial statements
115NX Filtration - Annual Report114 Consolidated financial statements
117NX Filtration - Annual Report116 Consolidated financial statements
119
NX Filtration - Annual Report118 Consolidated financial statements
121NX Filtration - Annual Report120 Consolidated financial statements
123NX Filtration - Annual Report122 Consolidated financial statements
125NX Filtration - Annual Report124 Consolidated financial statements
127NX Filtration - Annual Report126 Consolidated financial statements
129
NX Filtration - Annual Report128 Consolidated financial statements
131NX Filtration - Annual Report130 Consolidated financial statements
133NX Filtration - Annual Report132 Consolidated financial statements
135NX Filtration - Annual Report134 Consolidated financial statements
137NX Filtration - Annual Report136 Consolidated financial statements
Company financial
statements
Company balance sheet as at 31 December 2025
Before profit allocation
In EUR ‘000 Notes 31 December 2025 31 December 2024
Assets
Non-current assets
Intangible Assets 3 3,991 2,826
Financial fixed assets 4 68,971 69,044
Total non-current assets 72,962 71,870
Current assets
Receivables 96 108
Cash and Cash Equivalents 7 25,300 51,246
Total current assets 25,396 51,354
Total assets 98,358 123,224
Equity and liabilities
Shareholders’ equity
Issued share capital 581 581
Share premium 195,477 195,477
Legal and statutory reserves 8 3,868 2,669
Other reserves 8 (77,784) (53,944)
Result for the period (25,692) (23,089)
Total equity 96,450 121,694
Current liabilities
Trade and other payables 547 284
Payable to group companies 6 1,361 1,246
Total current liabilities 1,908 1,530
Total equity and liabilities 98,358 123,224
139NX Filtration - Annual Report138 Company financial statements
Company income statement for the year ended 31 December 2025
General information
The company financial statements are part
of the consolidated financial statements of
NX Filtration N.V. (the Company).
Basis of preparation
The Company financial statements of
NX Filtration N.V. have been prepared in
accordance with Part 9, Book 2 of the Dutch
Civil Code. In accordance with sub 8 of article
362, Book 2 of the Dutch Civil Code, the
Company financial statements are prepared
based on the accounting principles of
recognition, measurement and determination
of profit, as applied in the consolidated
financial statements. These principles also
include the classification and presentation of
financial instruments, being equity instruments
or financial liabilities.
In case no other policies are mentioned, refer
to the accounting policies as described in
the accounting policies in the consolidated
financial statements of this Annual report.
For an appropriate interpretation, the
company financial statements of NX Filtration
N.V. should be read in conjunction with the
consolidated financial statements.
All amounts are presented in euro and have
been rounded to the nearest thousand, unless
stated otherwise. The balance sheet and
income statement include references. These
refer to the notes.
The current financial year covers the period
1 January 2025 until 31 December 2025. The
previous financial year covers the period
1 January 2024 until 31 December 2024.
Critical accounting policies
Investments in subsidiaries
Subsidiaries are all entities (including
intermediate subsidiaries) over which the
Company has control. The Company controls
an entity when it is exposed, or has rights, to
variable returns from its involvement with the
subsidiary and has the ability to affect those
returns through its power over the subsidiary.
Subsidiaries are recognized from the date on
which control is transferred to the Company
or its intermediate holding entities. They
are derecognized from the date that control
ceases.
Investments in subsidiaries are measured at
net asset value. Net asset value is based on
the measurement of assets, provisions and
liabilities and determination of profit based
on the principles applied in the consolidated
financial statements. In case of a negative net
equity value of a subsidiary, the negative value
is initially deducted from loans due from the
respective subsidiary.
In EUR ‘000 Notes 2025 2024
Revenue 9 53 53
Amortization of intangible assets 3 (584) (614)
Personnel expenses (1,781) (1,486)
General expenses 11 (1,072) (1,436)
Operating loss (3,384) (3,483)
Finance income 12 2,080 3,771
Finance expenses 13 (38) (53)
Finance income (expense) 2,042 3,718
Profit (loss) before income tax (1,342) 235
Income tax benefit (expense) 5 (6,296) (6,040)
Share of net loss of investments in subsidiaries 4 (18,054) (17,284)
Loss for the period after income tax (25,692) (23,089)
Notes
2
1
141NX Filtration - Annual Report140 Company financial statements
Intangible Assets
The movement in intangible assets during the
year was as follows:
Amortization rates:
%
Development costs 20%
Concessions and rights of intellectual property 10%
Financial fixed assets
The movement in the financial fixed assets
during the years was as follows:
The receivables from group companies end of
2025 are considered as long-term financing
and are interest-bearing, based on a 3-month
Euribor plus margin, with no fixed repayment
schedule. In 2025 NX Filtration N.V. has
contributed an amount of € 35 million to NX
Filtration B.V. as a share premium contribution.
Investment Loans / receivables
In EUR ‘000 in subsidiaries from group companies Total
At 1 January 2024 37,667 13,247 50,914
Investment/ changes 19,700 15,714 35,414
Share of net loss (17,284) - (17,284)
40,083 28,961 69,044
Reclassification (298) 298 -
At 31 December 2024 39,785 29,259 69,044
At 1 January 2025 39,785 29,259 69,044
Investment/ changes 35,000 (17,019) 17,981
Share of net loss (18,054) - (18,054)
56,731 12,240 68,971
Reclassification - - -
At 31 December 2025 56,731 12,240 68,971
Share in issued share capital at Share in issued share capital at
31 December 2025 31 December 2024
NX Filtration B.V. 100% 100%
NX Filtration Real Estate B.V. 100% 100%
NX Filtration International B.V. 100% 100%
3 4
Concessions
and rights of
In EUR ‘000 Development costs intellectual property Total
At 1 January 2024
Cost 3,809 340 4,149
Accumulated impairments and amortisation (1,621) (149) (1,770)
Net book value 2,188 191 2,379
Year ended 31 December 2024
Opening net book value 2,188 191 2,379
Additions 1,061 - 1,061
Amortisation for the year (580) (34) (614)
Closing net book value 2,669 157 2,826
At 31 December 2024
Cost 4,870 340 5,210
Accumulated impairments and amortization (2,201) (183) (2,384)
Net book value 2,669 157 2,826
Year ended 31 December 2025
Opening net book value 2,669 157 2,826
Additions 1,749 - 1,749
Amortisation for the year (550) (34) (584)
Closing net book value 3,868 123 3,991
At 31 December 2025
Cost 6,619 340 6,959
Accumulated impairments and amortization (2,751) (217) (2,968)
Net book value 3,868 123 3,991
143
NX Filtration - Annual Report142 Company financial statements
Income taxes
The income tax expense can be specified as
follows:
31 December 31 December
In EUR ‘000 2025 2024
Tax benefit (expense)
NX Filtration N.V. (6,296) (6,040)
As of December 31, 2025, the total amount
of unrecognized tax losses amounts to € 95.9
million (€ 70.4 million as per December 31,
2024). The tax expense of 2025 relates to the
corporate income tax recharged from the
subsidiaries within the fiscal unity. The deferred
tax assets resulting from the carry-forward
losses in the Netherlands are not recognized.
Receivables & Payables
group companies
The receivables & payables group companies
are considered as short-term financing and are
interest-bearing, based on a 3-month Euribor
plus margin, with no fixed repayment schedule.
Cash and cash equivalents
31 December 31 December
In EUR ‘000 2025 2024
ABN AMRO bank 152 153
Van lanschot bank 129 129
HSBC 4,069 18,363
Goldman Sachs 9,031 20,810
Barclays 8,389 8,215
Rabobank 3,530 3,576
Total 25,300 51,246
The cash and cash equivalents are freely
disposable to the Company.
Shareholders’ equity
Reference is made to note 25 of the
consolidated financial statements for an
explanation of the equity composition of the
Company.
Legal and statutory reserves
The retained earnings are restricted due to
a legal reserve for capitalized development
costs of € 3.9 million (31 December 2024: € 2.7
million) which is not available for distribution.
In EUR ‘000 2025 2024
At 1 January 2,669 2,188
Movement in legal reserve 1,199 481
At 31 December 3,868 2,669
Other reserves
The other reserves can be specified as follows:
In EUR ‘000 2025 2024
At 1 January (53,944) (30,394)
Allocation of previous
year loss (23,089) (23,292)
Share-based payment
transactions 448 223
Movement in legal reserve (1,199) (481)
At 31 December (77,784) (53,944)
Revenue
In EUR ‘000 2025 2024
Charged patent rights 48 48
Management fee 5 5
Total 53 53
Average numbers of
employees
In 2025, the company had 4 employees (2024:
4 employees). None of these employees works
abroad.
General expenses
In EUR ‘000 2025 2024
Audit fees 181 174
Legal fees 34 169
Consultancy fee
Infestos Holding E B.V. 113 150
Listing costs 101 202
Other general costs 643 741
Total 1,072 1,436
The following audit fees were expensed in the
income statement in the reporting period.
The fees listed above relate to the services
provided to the Company by accounting
firms and the external independent auditor
as referred to in Section 1(a) of the Dutch
Accounting Firms Oversight Act (Wta).
5
8
6
PricewaterhouseCoopers
In EUR ‘000 Accountants N.V. Other network Total network
2025 2024 2025 2024 2025 2024
Audit of the financial statements 181 174 - - 181 174
Other audit procedures - - - - - -
Tax services - - - - - -
Other non-audit services - - - - - -
Total 181 174 - - 181 174
7
11
9
10
145NX Filtration - Annual Report144 Company financial statements
Finance income
In EUR ‘000 2025 2024
Interest from cash (equivalents)
and deposits 772 1,678
Interest on receivables from
group companies 1,308 2,093
Total 2,080 3,771
Finance expense
In EUR ‘000 2025 2024
Interest on payables
group companies (38) (53)
Total (38) (53)
Contingencies and
commitments
Fiscal Unity
The Company constitutes the fiscal unity
‘NX Filtration N.V.’ with its Dutch subsidiaries
for corporate income tax purposes and value
Added Tax. The standard conditions prescribe
that each of the companies is liable for the
corporate income tax payable by all companies
belonging to the fiscal unity. The corporate
income tax (liable or receivable) positions of
the Dutch subsidiaries are offset and settled
against the current account of the parent
company NX Filtration N.V.
Events after the reporting
period
Nothing to report.
Authorisation of the financial statements
Hengelo, 9 February 2026
Management Board
Floris Jan Jan Feie Michiel
Cuypers Zwiers Staatsen
CEO CFO COO
12
13
14
15
147NX Filtration - Annual Report146 Company financial statements
Other
information
149NX Filtration - Annual Report148 Other information
Provision in the Articles of
Association relating to profit
appropriation
Article 31. Profits and Distributions.
31.1 The Management Board, with the
approval of the Supervisory Board, may
decide that the profits realised during
a financial year fully or partially be
appropriated to increase and/or form
reserves.
31.2 The profits remaining after application of
Article 31.1 shall be put at the disposal of
the General Meeting. The Management
Board, with the approval of the
Supervisory Board, shall make a proposal
for that purpose. A proposal to pay a
dividend shall be dealt with as a separate
agenda item at the General Meeting of
Shareholders.
31.3 Distributions from the Company’s
distributable reserves are made pursuant
to a resolution of the Management
Board, with the approval of the
Supervisory Board.
31.4 Provided it appears from an interim
statement of assets signed by
the Management Board that the
requirement mentioned in Article
31.7 concerning the position of the
Company’s assets has been fulfilled,
the Management Board may, with the
approval of the Supervisory Board, make
one or more interim distributions to the
holders of Shares.
31.5 The Management Board may, with the
approval of the Supervisory Board,
decide that a distribution on Shares
shall not take place as a cash payment
but as a payment in Shares, or decide
that holders of Shares shall have the
option to receive a distribution as a
cash payment and/or as a payment in
Shares, out of the profit and/or at the
expense of reserves, provided that the
Management Board is designated by the
General Meeting pursuant to Articles 6.2.
With the approval of the Supervisory
Board, the Management Board shall
determine the conditions applicable to
the aforementioned choices.
31.6 The Company’s policy on reserves and
dividends shall be determined and
can be amended by the Management
Board, subject to the approval of the
Supervisory Board. The adoption and
thereafter each amendment of the
policy on reserves and dividends shall
be discussed and accounted for at the
General Meeting of Shareholders under a
separate agenda item.
31.7 Distributions may be made only insofar
as the Company’s equity exceeds the
amount of the paid in and called up part
of the issued capital, increased by the
reserves which must be kept by virtue of
the law or these Articles of Association.
Article 32. Payment of and Entitlement to
Distributions.
32.1 Dividends and other distributions will be
made payable pursuant to a resolution
of the Management Board within
four weeks after adoption, unless the
Management Board sets another date
for payment.
32.2 A claim of a Shareholder for payment
of a distribution shall be barred after
five years have elapsed after the day of
payment.
32.3 For all dividends and other distributions
in respect of Shares included in the
Statutory Giro System the Company
will be discharged from all obligations
towards the relevant Shareholders
by placing those dividends or other
distributions at the disposal of, or in
accordance with the regulations of,
Euroclear Netherlands.
151NX Filtration - Annual Report150 Profit appropriation
Our opinion
In our opinion:
• the consolidated financial statements
of NX Filtration N.V. together with its
subsidiaries (‘the Group’) give a true and
fair view of the financial position of the
Group as at 31 December 2025 and of its
result and cash flows for the year then
ended in accordance with IFRS Accounting
Standards as adopted by the European
Union (‘EU’) and with Part 9 of Book 2 of
the Dutch Civil Code;
• the company financial statements of NX
Filtration N.V. (‘the Company’) give a true
and fair view of the financial position of
the Company as at 31 December 2025
and of its result for the year then ended
in accordance with Part 9 of Book 2 of the
Dutch Civil Code.
What we have audited
We have audited the accompanying financial
statements 2025 of NX Filtration N.V., Hengelo.
The financial statements comprise the
consolidated financial statements of the Group
and the company financial statements.
The consolidated financial statements comprise:
• the consolidated statement of financial
position as at 31 December 2025;
• the following statements for 2025: the
consolidated statements of comprehensive
income, changes in equity and cash flows;
and
• the notes to the financial statements,
including material accounting policy
information and other explanatory
information.
The company financial statements comprise:
• the company balance sheet as at 31
December 2025;
• the company income statement for the
year ended 31 December 2025; and
• the notes, comprising a summary of the
accounting policies applied and other
explanatory information.
The financial reporting framework applied in
the preparation of the financial statements is
IFRS Accounting Standards as adopted by the
EU and the relevant provisions of Part 9 of Book
2 of the Dutch Civil Code for the consolidated
financial statements and Part 9 of Book 2 of
the Dutch Civil Code for the company financial
statements.
The basis for our opinion
We conducted our audit in accordance with
Dutch law, including the Dutch Standards
on Auditing. We have further described our
responsibilities under those standards in the
section ‘Our responsibilities for the audit of the
financial statements’ of our report.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of NX Filtration N.V.
in accordance with the European Union
Regulation on specific requirements regarding
statutory audit of public-interest entities, the
‘Wet toezicht accountantsorganisaties’ (Wta,
Audit firms supervision act), the ‘Verordening
Independent
auditor’s report
To: the general meeting and the supervisory board of NX Filtration N.V.
Report on the audit of the
financial statements 2025
153NX Filtration - Annual Report152 Independent auditor’s report
inzake de onafhankelijkheid van accountants
bij assuranceopdrachten’ (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).
Our audit approach
We designed our audit procedures with respect
to the key audit matters, fraud and going
concern, and the matters resulting from that,
in the context of our audit of the financial
statements as a whole and in forming our
opinion thereon. Therefore, we do not provide
separate opinions or conclusions on information
in support of our opinion, such as our findings
and observations related to individual key audit
matters and the audit approach to address
fraud risk and going concern.
Overview and context
NX Filtration N.V. is a public limited liability
company (N.V.) which is a provider of hollow
fiber nanofiltration membrane technlogy, in
addition to the nanofiltration membranes
it sells ultrafiltration and microfiltration
membrane applications. The Group is comprised
of several components and therefore we
considered our group audit scope and approach
as set out in the section ‘The scope of our group
audit’.
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
In particular, we considered where the
Management Board made important
judgements, for example, in respect of
significant accounting estimates that involved
making assumptions and considering future
events that are inherently uncertain. In note 6
to the consolidated financial statements, the
Company describes the areas of judgement in
applying accounting policies and the key sources
of estimation uncertainty.
Taking into consideration the anticipated
growth in revenues we considered the risk of
fraudulent reporting due to overstating the
revenues to be a key audit matter. Compared
to previous year, we no longer consider the
capitalisation of property, plant and equipment
as key audit matter, given the completion of
the construction of the new large-scale factory
during previous year.
NX Filtration N.V. assessed the possible effects
of climate change on its financial position,
refer to the ‘sustainability report’ in the Report
of the Management Board. We discussed NX
Filtration N.V.’s assessment and governance
thereof with the Management Board and
evaluated the potential impact on the financial
position including underlying assumptions and
estimates. The expected effects of climate
change are not considered a key audit matter.
We ensured that the audit team included the
appropriate skills and competences which are
needed for the audit of NX Filtration N.V.
The outline of our audit approach was as follows:
Materiality
• Overall materiality: € 1,000,000.
Audit scope
• We performed a full scope audit on
NX Filtration N.V., NX Filtration B.V. and
NX Filtration Real Estate B.V.
• Audit coverage: 100% of consolidated
revenue, 99% of consolidated total assets
and 96% of consolidated profit before tax.
Key audit matters
• The risk of fraudulent reporting due to
overstating revenues.
Materiality
Audit scope
Key audit
matters
155NX Filtration - Annual Report154 Independent auditor’s report
Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in
the section ‘Our responsibilities for the audit of the financial statements’.
Based on our professional judgement we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out in the table below.
These, together with qualitative considerations, helped us to determine the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and to evaluate
the effect of identified misstatements, both individually and in aggregate, on the financial statements
as a whole and on our opinion.
We also take misstatements and/or possible
misstatements into account that, in our
judgement, are material for qualitative reasons.
We agreed with the Supervisory Board that
we would report to them any misstatement
identified during our audit above € 100,000
(2024: € 100,000) as well as misstatements
below that amount that, in our view, warranted
reporting for qualitative reasons.
The scope of our group audit
NX Filtration N.V. is the parent company of
a group of entities. The financial information
of this group is included in the consolidated
financial statements of NX Filtration N.V.
We are responsible for the identification
and assessment of the risks of material
misstatement of the financial statements
of the group, including those with respect to
the consolidation process. Based on our risk
assessment, we tailored the scope of our audit
to ensure that we, in aggregate, performed
sufficient work on the financial statements to
enable us to provide an opinion on the financial
statements as a whole.
In setting the scope of our group audit we
determined what audit work needed to be
performed at group level or component level
and whether involvement of component
auditors was necessary.
Our audit primarily focused on the significant
components NX Filtration N.V. which is the
holding entity, NX Filtration B.V. which accounts
for the majority of the operations of the group
and NX Filtration Real Estate B.V. which holds
the property, plant and equipment related to
the factory and the external financing. All these
group entities have a similar internal control
environment and a centralised management
structure. Therefore, we were able to perform
all audit work for the Group at one location in
the Netherlands.
In total, in performing these procedures, we
achieved the following coverage on the financial
line items:
Revenue 100%
Total assets 99%
Profit before tax 96%
For the remaining component we performed,
among other things, analytical procedures to
corroborate our assessment that there were
no significant risks of material misstatements
within this component.
Audit approach fraud risks
We identified and assessed the risks of
material misstatements in the financial
statements due to fraud. During our audit we
obtained an understanding of NX Filtration
N.V. and its environment and the components
of the internal control system. This included
the Management Board’s risk assessment
process, the Management Board’s process for
responding to the risks of fraud and monitoring
the internal control system and how the
Supervisory Board exercised oversight, as
well as the outcomes. We refer to the section
‘risks and uncertainties’ of the report of the
Management Board for management’s fraud
risk assessment and we refer to the report of
the Supervisory Board for a description of how
the Supervisory Board exercised oversight.
We evaluated the design and relevant aspects
of the internal control system with respect
to the risks of material misstatements due
to fraud and in particular the fraud risk
assessment, as well as the code of conduct
and whistleblower procedures. We evaluated
the design and the implementation and, where
considered appropriate, tested the operating
effectiveness of internal controls designed to
mitigate fraud risks.
We asked members of the Management
Board and the Supervisory Board whether
they are aware of any actual or suspected
fraud. This did not result in signals of actual or
suspected fraud that may lead to a material
misstatement.
As part of our process of identifying fraud risks,
we evaluated fraud risk factors with respect
to financial reporting fraud, misappropriation
of assets and bribery and corruption. We
evaluated whether these factors indicate that
a risk of material misstatement due to fraud is
present.
Independent auditor’s report
Overall group materiality € 1,000,000 (2024: € 1,000,000).
Basis for determining materiality We used our professional judgement to determine overall materiality. As a
basis for our judgement, we used 1% of the benchmark ‘Total assets minus
Cash’.
Rationale for benchmark applied We used ‘Total assets minus Cash’ as the primary benchmark, based on
our analysis of the common information needs of the users of the financial
statements. On this basis, we believe that ‘Total assets minus Cash’ is an
important metric for the financial performance of the Company, as this
shows the total asset base that can be used to generate future revenues.
Component materiality We applied one materiality to the audit of the different components in
scope. We performed the audit procedures on a consolidated level and did
not allocate materiality levels amongst the components.
157
NX Filtration - Annual Report156
We identified the following fraud risks and
performed the following specific procedures:
We incorporated an element of unpredictability
in our audit. During the audit, we remained
alert to indications of fraud. Furthermore, we
considered the outcome of our other audit
procedures and evaluated whether any findings
were indicative of fraud.
Audit approach going concern
The Management Board performed its
assessment of the Company’s ability to
continue as a going concern for at least 12
months from the date of preparation of the
financial statements and has not identified
events or conditions that may cast significant
doubt on the Company’s ability to continue as a
going concern (hereafter: going concern risks).
Our procedures to evaluate the Management
Board’s going concern assessment included,
amongst others:
• considering whether the Management
Board’s going concern assessment included
all relevant information of which we were
aware as a result of our audit and inquiring
with the Management Board regarding
the Management Board’s most important
assumptions underlying its going concern
assessment;
• evaluating the Management Board’s
current budget including cash flows for
at least 12 months from the date of
preparation of the financial statements
taken into account revenue growth, the
cash balance as at balance sheet date,
working capital movements, budgeted
expenses and capital expenditures and
all relevant information of which we were
aware as a result of our audit;
• analysing whether the current and the
required financing has been secured to
enable the continuation of the entirety
of the entity’s operations, including
compliance with relevant covenants;
• performing inquiries of the Management
Board as to its knowledge of going concern
risks beyond the period of the Management
Board’s assessment.
Our procedures did not result in outcomes
contrary to the Management Board’s
assumptions and judgements used in the
application of the going concern assumption.
Identified fraud risks Our audit work and observations
The risk of management override of controls
The Management Board is in a unique position
to perpetrate fraud because of the Management
Board’s ability to manipulate accounting records
and prepare fraudulent financial statements by
overriding controls that otherwise appear to be
operating effectively. That is why, in all our au-
dits, we pay attention to the risk of management
override of controls in:
• The appropriateness of journal entries and
other adjustments made in the preparation
of the financial statements.
• Estimates.
• Significant transactions, if any, outside the
normal course of business for the entity.
We pay particular attention to tendencies due to
possible bias of the Management Board.
We evaluated the design and implementation of
the internal control system in the processes of
generating and processing journal entries and
making estimates. We also paid specific attention
to the access safeguards in the IT system and the
possibility that this will lead to violations of the
segregation of duties.
We performed our audit procedures primarily
substantive based.
We selected journal entries based on risk criteria
and conducted specific audit procedures for
these entries. These procedures include, amongst
others, inspection of the entries to source
documentation. We also paid particular attention
to consolidation and elimination entries, focusing
on testing entries that affect revenue and results
in the relevant year.
We also performed specific audit procedures
related to important estimates of the
Management Board including the capitalisation of
development costs, useful lives of property, plant
and equipment, the recoverability of property,
plant and equipment and the recognition
of deferred tax assets. We specifically paid
attention to the inherent risk of bias of the
Management Board in estimates.
Our audit procedures did not lead to specific
indications of fraud or suspicions of fraud with
respect to management override of controls.
The risk of fraudulent financial reporting due to
overstating the revenue
NX Filtration N.V. aims for growth through the
commercialisation of its hollow fibre nano filtra-
tion membrane technology and to realise in-
crease in revenues and profitability in the future
in order to increase shareholder value. In general,
this may cause pressure on management to
show growth in both sales and profitability.
For our audit procedures, performed with respect
to revenue recognition, we refer to our key audit
matter ‘risk of fraudulent reporting due to
overstating the revenues’.
Our procedures did not lead to specific indications
of fraud or suspicions of fraud with respect to the
revenue recognition of NX Filtration N.V.
159NX Filtration - Annual Report158 Independent auditor’s report
Key audit matter Our audit work and observations
The risk of fraudulent reporting due to
overstating revenues
Refer to note 7 to the consolidated financial
statements
NX Filtration N.V. aims for growth through
the commercialisation of its hollow fiber nano
filtration membrane technology and to realise
increase in revenues and profitability in the future
in order to increase shareholder value. In general,
this may cause pressure on management to show
growth in both sales and profitability.
During 2025 NX Filtration N.V.’s revenues in
-
creased, however this increase was below the
expected growth communicated to its sharehold
-
ers. Given the delay in the realisation of the busi-
ness plan, the entity might face pressure to meet
revenue and profit targets. Therefore, there is an
increased risk of overstating revenue. In addition,
we noted that a material part of the revenues
was realised in December 2025.
Therefore, we considered revenue recognition as
a key audit matter, with specific attention for the
occurrence and the cut-off of revenues.
Where relevant to our audit, we evaluated the
design and effectiveness of the internal control
measures related to revenue recognition.
We tested, on a sample basis, whether the
performance obligations related to recognised
revenues have been satisfied, by reconciling
the transactions to contracts or orders, sales
invoices, shipping documents and bank receipts.
Furthermore, we performed audit procedures to
determine whether credit notes were issued after
year-end that indicate incorrectly recognised
revenue in the current financial year.
We tested, on a sample basis, for products
delivered just before year-end, whether
revenues were recognised in the correct period
by reconciling these transactions to shipping
documents and acceptance documents of the
customers.
We performed data analysis on high-risk
journal entries, including unexpected account
combinations increasing revenues. No such
transactions were identified.
Our procedures did not lead to specific indications
of fraud or suspicions of fraud with respect to the
occurrence and cut-off of the revenue accounted
for.
Key audit matter
Key audit matters are those matters that,
in our professional judgement, were of most
significance in the audit of the financial
statements. We have communicated the key
audit matter to the Supervisory Board. The key
audit matter is not a comprehensive reflection
of all matters identified by our audit and that
we discussed. In this section, we described the
key audit matter and included a summary of
the audit procedures we performed on that
matter.
In line with previous year, we have identified the
risk of fraudulent reporting due to overstating
revenues as key audit matter. Compared to
the previous year, we no longer consider the
capitalisation of property, plant and equipment
as key audit matter, given the completion of
the construction of the new large-scale factory
during previous year.
Report on the other information
included in the annual report
The annual report contains other information.
This includes all information in the annual
report in addition to the financial statements
and our auditor’s report thereon.
Based on the procedures performed as set out
below, we conclude that the other information:
• is consistent with the financial
statements and does not contain material
misstatements; and
• contains all the information regarding
the directors’ report, excluding the
sustainability statement, and the other
information that is required by Part 9 of
Book 2 and regarding the remuneration
report required by the sections 2:135b and
2:145 subsection 2 of the Dutch Civil Code.
We have read the other information. Based on
our knowledge and the understanding obtained
in our audit of the financial statements or
otherwise, we have considered whether
the other information contains material
misstatements.
By performing our procedures, we comply
with the requirements of Part 9 of Book 2 and
section 2:135b subsection 7 of the Dutch Civil
Code and the Dutch Standard 720. The scope
of such procedures was substantially less than
the scope of those procedures performed in our
audit of the financial statements.
The Management Board is responsible for the
preparation of the other information, including
the directors’ report and the other information
in accordance with Part 9 of Book 2 of the
Dutch Civil Code. The Management Board
and the Supervisory Board are responsible for
ensuring that the remuneration report is drawn
up and published in accordance with sections
2:135b and 2:145 subsection 2 of the Dutch
Civil Code.
Report on other legal and
regulatory requirements and
ESEF
Our appointment
We were appointed as auditors of NX Filtration
N.V. on 8 April 2025 by the Supervisory Board.
This followed the passing of a resolution by the
shareholders at the annual general meeting
held on 8 April 2025. Our appointment has
been renewed annually by shareholders and
now represents a total period of uninterrupted
engagement of six years.
European Single Electronic Format (ESEF)
NX Filtration N.V. has prepared the annual
report in ESEF. The requirements for this
are set out in the Delegated Regulation (EU)
2019/815 with regard to regulatory technical
standards on the specification of a single
electronic reporting format (hereinafter: the
RTS on ESEF).
In our opinion, the annual report prepared
in XHTML format, including the marked-up
consolidated financial statements, as included
in the reporting package by NX Filtration N.V.,
complies in all material respects with the RTS
on ESEF.
The Management Board is responsible for
preparing the annual report, including the
financial statements in accordance with the
RTS on ESEF, whereby the Management Board
combines the various components into a single
reporting package.
Our responsibility is to obtain reasonable
assurance for our opinion whether the annual
report in this reporting package complies with
the RTS on ESEF.
161NX Filtration - Annual Report160 Independent auditor’s report
We performed our examination in accordance
with Dutch law, including Dutch Standard
3950N ‘Assuranceopdrachten inzake het
voldoen aan de criteria voor het opstellen
van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance
with criteria for digital reporting).
Our examination included amongst others:
• Obtaining an understanding of the entity’s
financial reporting process, including the
preparation of the reporting package.
• Identifying and assessing the risks that
the annual report does not comply in all
material respects with the RTS on ESEF
and designing and performing further
assurance procedures responsive to those
risks to provide a basis for our opinion,
including:
- obtaining the reporting package and
performing validations to determine
whether the reporting package
containing the Inline XBRL instance
document and the XBRL extension
taxonomy files have been prepared
in accordance with the technical
specifications as included in the RTS on
ESEF;
- examining the information related to the
consolidated financial statements in the
reporting package to determine whether
all required mark-ups have been applied
and whether these are in accordance
with the RTS on ESEF.
No prohibited non-audit services
To the best of our knowledge and belief, we
have not provided prohibited non-audit services
as referred to in article 5(1) of the European
Regulation on specific requirements regarding
statutory audit of public- interest entities.
Services rendered
The services, in addition to the audit, that we
have provided to the Company or its controlled
entities, for the period to which our statutory
audit relates, are disclosed in note 11 to the
company financial statements.
Responsibilities for the financial
statements and the audit
Responsibilities of the Management Board
and the Supervisory Board for the financial
statements
The Management Board is responsible for:
• the preparation and fair presentation of
the financial statements in accordance with
IFRS Accounting Standards as adopted by
the EU and Part 9 of Book 2 of the Dutch
Civil Code; and for
• such internal control as the Management
Board determines is necessary to enable
the preparation of the financial statements
that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the
Management Board is responsible for assessing
the Company’s ability to continue as a going
concern. Based on the financial reporting
frameworks mentioned, the Management
Board should prepare the financial statements
using the going concern basis of accounting
unless the Management Board either intend to
liquidate the Company or to cease operations
or has no realistic alternative but to do so.
The Management Board should disclose
in the financial statements any event and
circumstances that may cast significant doubt
on the Company’s ability to continue as a going
concern.
The Supervisory Board is responsible for
overseeing the Company’s financial reporting
process.
Our responsibilities for the audit of the
financial statements
Our responsibility is to plan and perform an
audit engagement in a manner that allows us to
obtain sufficient and appropriate audit evidence
to provide a basis for our opinion. Our objectives
are to obtain reasonable assurance about
whether the financial statements as a whole are
free from material misstatement, whether due
to fraud or error and to issue an auditor’s report
that includes our opinion. Reasonable assurance
is a high but not absolute level of assurance
and is not a guarantee that an audit conducted
in accordance with the Dutch Standards
on Auditing will always detect a material
misstatement when it exists. Misstatements
may arise due to fraud or error. They are
considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of the financial statements.
Materiality affects the nature, timing
and extent of our audit procedures and
the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgement
and have maintained professional scepticism
throughout the audit in accordance with Dutch
Standards on Auditing, ethical requirements
and independence requirements. Our audit
consisted, among other things of the following:
• Identifying and assessing the risks of
material misstatement of the financial
statements, whether due to fraud or
error, designing and performing audit
procedures responsive to those risks, and
obtaining audit evidence that is sufficient
and appropriate to provide a basis for our
opinion. The risk of not detecting a material
misstatement resulting from fraud is
higher than for one resulting from error,
as fraud may involve collusion, forgery,
intentional omissions, misrepresentations,
or intentional override of internal control.
• Obtaining an understanding of internal
control relevant to the audit in order
to design audit procedures that are
appropriate in the circumstances, but not
for the purpose of expressing an opinion on
the effectiveness of the Company’s internal
control.
• Evaluating the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by the
Management Board.
• Concluding on the appropriateness of
the Management Board’s use of the
going concern basis of accounting, and
based on the audit evidence obtained,
concluding whether a material uncertainty
exists related to events and/or conditions
that may cast significant doubt on the
Company’s ability to continue as a going
concern. If we conclude that a material
uncertainty exists, we are required to
draw attention in our auditor’s report to
the related disclosures in the financial
statements or, if such disclosures are
inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor’s
report and are made in the context of our
opinion on the financial statements as a
whole. However, future events or conditions
may cause the Company to cease to
continue as a going concern.
• Evaluating the overall presentation,
structure and content of the financial
statements, including the disclosures,
and evaluating whether the financial
statements represent the underlying
transactions and events in a manner that
achieves fair presentation.
163NX Filtration - Annual Report162 Independent auditor’s report
We are responsible for planning and performing
the group audit to obtain sufficient appropriate
audit evidence regarding the financial
information of the entities or business units
within the group as a basis for forming an
opinion on the financial statements. We are
also responsible for the direction, supervision
and review of the audit work performed for
purposes of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Supervisory Board
regarding, among other matters, the planned
scope and timing of the audit and significant
audit findings, including any significant
deficiencies in internal control that we identify
during our audit. In this respect, we also issue
an additional report to the audit committee
in accordance with article 11 of the EU
Regulation on specific requirements regarding
statutory audit of public-interest entities. The
information included in this additional report
is consistent with our audit opinion in this
auditor’s report.
We provide the Supervisory Board with a
statement that we have complied with relevant
ethical requirements regarding independence,
and to communicate with them all relationships
and other matters that may reasonably be
thought to bear on our independence, and
where applicable, related actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the
Supervisory Board, we determine those
matters that were of most significance in the
audit of the financial statements of the current
period and are therefore the key audit matters.
We describe these matters in our auditor’s
report unless law or regulation precludes
public disclosure about the matter or when, in
extremely rare circumstances, we determine
that a matter should not be communicated in
our report because the adverse consequences
of doing so would reasonably be expected to
outweigh the public interest benefits of such
communication.
Zwolle, 9 February 2026
PricewaterhouseCoopers Accountants N.V.
M. Hendriks RA
165NX Filtration - Annual Report164 Independent auditor’s report
