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Carel Industries

Investor Presentation Aug 1, 2025

4037_rns_2025-08-01_68643fd0-33e9-414e-ab5b-d8ff3ebe80cf.pdf

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CAREL INDUSTRIES S.p.A. 2025 – H1 Results

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

1 st August 2025

Disclaimer

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This document has been prepared by CAREL Industries S.p.A for use during meetings with investors and financial analysts and is solely for information purposes. The information set out here in has not been verified by an independent audit company.

Neither the Company nor any of its subsidiaries, affiliates, branches, representative offices (the "Group"), as well as any of their directors, officers, employees, advisers or agents (the "Group Representatives") accepts any responsibility for/or makes any representation or warranty, express or implied, as to the accuracy, timeliness or completeness of the information set out herein or any other related information regarding the Group, whether written, oral or in visual or electronic form, transmitted or made available.

This document may contain forward-looking statements about the Company and/or the Group based on current expectations and opinions developed by the Company, as well as based on current plans, estimates, projections and projects of the Group. These forward-looking statements are subject to significant risks and uncertainties (many of which are outside the control of the Company and/or the Group) which could cause a material difference between forward-looking information and actual future results.

The information set out in this document is provided as of the date indicated herein. Except as required by applicable laws and regulations, the Company assumes no obligation to provide updates of any of the aforesaid forward-looking statements.

Under no circumstances shall the Group and/or any of the Group Representatives beheld liable (for negligence or otherwise) for any loss or damage howsoever arising from any use of this document or its contents or otherwise in connection with the document or the aforesaid forward looking statements. This document does not constitute an offer to sell or a solicitation to buy or subscribe to Company shares and neither this entire document or a portion of it may constitute a recommendation to effect any transaction or to conclude any legal act of any kind whatsoever.

This document may not be reproduced or distributed, in whole or in part, by any person other than the Company. By viewing and/or accepting a copy of this document, you agree to be bound by the foregoing limitations

H1 2025 – Highlights

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Q2 2025 organic revenue growth stood at 11.3%, placing it at the high-end of the guidance given in May. The excellent top-line results positively affected profitability (Q2 2025 EBITDA margin ~20%)

• Reported revenue reached 306.2m€, up 5.0% compared to H1 2024 (5.7% excluding FX).

  • Strong acceleration in Q2 2025 driven by a sharp organic recovery in APAC (+16%) and EMEA (+7%). On top of this, the positive momentum in the US continues, with organic growth exceeding 26% in Q2 2025, following double-digit growth already achieved in Q1.
  • HVAC was the primary growth driver, delivering +15% organic growth in Q2 2025 supported by a recovery in the commercial and residential segments, coupled with sustained demand in data centre cooling.

  • Adj. EBITDA margin equal to 19.3% (19.0% reported).
  • Q2 2025 EBITDA margin was approximately 20% benefitting both from the operating leverage and the positive dynamics in raw materials procurement prices.
  • Q2 2025 even more accretive contribution coming from Kiona (H1 2025 EBITDA margin >25%)
  • R&D investments-to-revenue ratio confirmed at target level: >5%.

  • Further reduction in Net Debt, moving from 50.2m€ to 41.1m€ driven by a strong cash generation (H1 2025 operating CF doubled compared to H1 2024).
  • ND/LTM EBITDA 0.4x. Net of 30.0m€ related to the IFRS16 accounting principle, Net Debt would stand a touch above 11m€, a negligible level compared to LTM EBITDA.

H1 2025 – Results

sdir storage emarket
CERTIFIED
KPIs
m€ H1
2024
H1
2025
Δ%
Revenue 291 306 5
5 2 0%
(constant 291 308 5
FX) 5 1 7%
Revenue
EBITDA 53 58 5%
2 3 9
Adj 53 59 9
EBITDA 8 1 9%
/Revenue
adj
EBITDA
18
4%
19
3%
Profit
Net
27
8
26
5
(4
8%)
Capex 13 8 (32
0 9 0%)
  • Revenue +5.0%: A strong acceleration in Q2 across all regions, except South America, drove the mid-single digit growth in the H1 2025. Kiona's performance improved, as well, in Q2 (>20%) bringing its H1 2025 growth to high-teens in local currency. 2m€ negative FX impact due mainly to the weakness of the USD.
  • EBITDA Adj. +9.9%: Net of a number of non-recurring reorganization costs, the EBITDA margin stood at 19.3%, marking a solid improvement on both H2 2024 (18.4%) and on Q1 2025 (18.6%). Margin expansion is supported by a favorable raw material trend and operating leverage. Kiona's profitability remained accretive (>25%). >5%R&D expenses on revenues ratio confirmed.
  • Net Profit -4.8%: The slight decline is mainly attributable to the absence of extraordinary items that benefitted H1 2024 as well as negative FX effect. Tax rate stood at 23.2%, substantially in line with H1 2024 (22.9%).
  • Capex: FY 2025 capex-to-revenue target of ~5% confirmed. H1 2025 capex level was influenced by the typical seasonality. 4

H1 2025 – Revenue breakdowns

  • EMEA Q2 2025 marked a further improvement in performance, with a ~7% YoY growth, primarily driven by a strong acceleration in the HVAC sector.
  • APAC Sharp and anticipated recovery in Q2 2025 (+17%) reversing the Q1 trend. The growth was fueled by excellent results in China and the ability of the company in securing some important projects. Performance outside China remained mixed.
  • Americas (North) North America delivered another strong quarter, in spite of high comps, supported by sustained momentum in the data centre segment and a positive performance in the commercial sector.
  • Americas (South) The Q2 2025 deceleration was largely due to economic uncertainty in Brazil.

  • HVAC: Excellent Q2 2025 performance (HSD org. growth) across the board, driven mainly by an acceleration in the Commercial segment and tangible signals of recovery in the HPs market in Europe. Additional uplift came from the sustained growth in the Data Centre sector.
  • Refrigeration: Q2 2025 results reflected a mix of heterogenous trends and temporary factors: While North America and APAC posted a solid growth, EMEA saw a slight decline due to tough comps in Eastern Europe and the postponement of key projects in Western Europe. A recovery is anticipated in the coming quarters. 5

From EBITDA to Net Profit

6

K€ '24
H1
'25
H1
Δ% Higher
D&A
due
primarily
to
2024
record
EBITDA 53
230
,
58
283
,
9
5%
capex
level.
D&A -18
914
,
-21
513
,
EBIT 34
316
,
36
770
,
7
2%
Financial
(charges)/income
-3
500
,
-2
754
,
FX
gains/losses
839 -492
CFM
Absence
of
extraordinary
item
related
to
minority,
which
positively
impacted
on
Gain/Losses
from
liabilities
for
FV
on
options
minorities
on
3
373
,
- H1 2024.
cons.with
method
Companies
equity
1
732
,
1
041
,
Negative
FX
trend.
EBT 36
760
,
34
565
,
6
0%
-
Taxes -8
421
,
-8
018
,
Minorities -524 -56 23.2%
tax-rate.
Substantially
in
line
with
H1
Group
profit
net
27
814
,
26
490
,
8%
4
-
2024
level
(22.9%).

H1 2025 – NFP Bridge

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  • Strong cash generation. thanks to excellent operating results and an optimized management of the NWC. This resulted in a further reduction in the Net Debt, despite the payment of the 2024 dividends
  • Excluding the purely accounting effect coming from IFRS 16 Net Debt would be approximately 11m€.

Closing Remarks

Exceptional Q2 Performance: Q2 2025 delivered strong double-digit growth, coming in at the high end of guidance. Solid execution across all key geographies, combined with the Group's ability to capture strategic opportunities during a phase of macroeconomic transition, drove this result.

Q2/H1 2025 Results

  • Enhanced Profitability: EBITDA margin improved significantly in Q2, supported by operating leverage, favorable raw material trends, and the structural tailwinds of Kiona positive contribution.
  • Strong Cash Generation: Robust financial performance translated into solid cash generation, easily funding capex, a moderate expansion in working capital, and the distribution of annual dividends.

Tariffs

  • Although a recent US-EU draft agreement on tariffs has been reached, the broader global outlook remains uncertain.
  • Nevertheless, CAREL's broad international footprint and mirrored production strategy ensure strong resilience and position the company to adapt effectively to ongoing changes.

• CAREL's strong Q2 2025 results underscore the Group's ability to navigate a challenging market environment, supported by its international diversification, broad product portfolio, and presence across multiple verticals. However, the macroeconomic context remains complex, with persistent geopolitical tensions, heightened market volatility, and reduced visibility continuing to shape the outlook.

Guidance

Taking this into account, the Group expects to close the Q3 2025 with organic revenue growth (at constant FX) in the high single-digit to low double-digit percentage range compared to Q3 2024.

Annexes

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Shareholding structure (>3% voting rights)

Income statement and Balance Sheet

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Income statement Balance sheet

K€ H1 H1 Delta
2025 2024 %
Revenues 306 291 5
177 526 0%
, ,
Other
revenues
2
382
,
2
516
,
(5
3%)
Operating
costs
(250
277)
,
(240
812)
,
3
9%
EBITDA 58 53 9
283 230 5%
, ,
Depreciation (21 (18 13
and 513) 914) 7%
impairments , ,
EBIT 36 34 7
770 316 2%
, ,
EBT 34 36 (6
565 760 0%)
, ,
Taxes (8 (8 (4
018) 421) 8%)
, ,
Net
result
of
the
period
26
547
,
28
338
,
(6
3%)
Non
controlling
interest
56 524 (89
2%)
Group 26 27 (4
result 490 814 8%)
net , ,
K€ H1
2025
FY
2024
Delta
%
Capital
Fixed
492
877
,
508
920
,
(3
2%)
Working
Capital
76
306
,
76
909
,
(0
8%)
Employees
defined
benefit
plans
(7
096)
,
(7
390)
,
(4
0%)
Net
invested
capital
562
088
,
578
438
,
(2
8%)
Equity 435
643
,
535
441
,
(1
3%)
Non
currrent
liabilities
put
and
call
options
on
85
314
,
86
714
,
(1
6%)
Net
financial
position
(asset)
41
131
,
50
190
,
(18
1%)
Total 562
088
,
578
438
,
(2
8%)

Company Profile

Leading provider of advanced control solutions for HVAC/R

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This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

Note: financial data refer to consolidated accounts of CAREL Industries S.p.a. 2015-2022 IFRS. Comparability might be affected by change in consolidation perimeter

We operate in attractive niches across a wide range of end-markets…

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Source: Company information

…through a one-stop-shop portfolio of components and platforms

Distinctive ability to meet customers' demand for tailored integrated solutions using standard platforms

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Source: Company information Note: 1) developed with partners

Plants

Well-articulated strategies to continue the growth track record

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  • Consolidation of HVAC market leadership
  • Growth in Refrigeration driven by technology leadership
  • Upselling and cross-selling
  • Global penetration
  • Connectivity, IoT and AI capabilities already developed
  • Advanced monitoring and optimization services to end customers to represent one of CAREL's organic growth drivers
  • Maintain innovation leadership
  • Deliver strong profitability
  • Leveraging the current production capacity, further enhancing flexibility
  • Develop talent
  • Disciplined bolt-on M&A activity focused on complementing corebusiness in Europe, on expanding in US and APAC and on adjacent capabilities, leveraging on solid balance sheet

CAREL general strategy for 2023-2026 will be oriented to the research for new innovative technological solutions with a major focus on energy saving, transition to natural refrigerants, widening high-efficiency solutions offer and geographical expansion

Source: Company information

HVAC to consolidate its market leadership

A

B

C

Human Resources

Industrial Footprint and Lean Approach

Disciplined bolt-on M&A

Innovation

Increase focus on Services

Refrigeration to increase market share

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Leading provider of advanced energy efficient control solutions

1 High-tech leader in attractive niches of the HVAC/R industry

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In Europe

Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021

Note: 1) the rest of the market is mainly driven by proprietary solutions 2) tested by third-party laboratory compared to Top-ten EU benchmarks; 3) compared to average semi-hermetic

2 Attractive market growth supported by secular trends

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Source: Company information

Growth is driven by market trends and focused strategic actions… 2

Expansion of market of reference Market of reference for applications CAREL can

CAREL share of applications market

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…and favoured by up-selling and cross-selling 2

FROM PRODUCT PLATFORMS TO INTEGRATED ELECTRONIC SOLUTIONS…

…IN THE HVAC AND REFRIGERATION MARKETS

Positioning and innovation capability hard to replicate 3

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

Leadership position in HVAC OEM premium niches… 3

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Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021

…and leading in innovation in the refrigeration market 3

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Source: Company information and elaborations

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

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4 Highly efficient global operations serving locally…

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

North America 18%

South America 3%

Track record of profitable growth

Resulting in a solid balance sheet and strong value creation to shareholders

Source: Company information Note: 2015-2020 IFRS

Note: 1) Including the contribution from M&A and the impact of the non recurring IPO Costs (~8m€ in 2018); 2) Operating cash calculated as cash flow from operations – Net Capex;

Global expansion, innovation and services 6 A

Pursuing additional opportunities improving services offer with IoT and advanced monitoring solutions

Cross-selling and upselling exploiting high-efficiency trends

Consolidation of leadership positions in HVAC Growth in Refrigeration

Geographical expansion through the introduction of innovative solutions in new geographies

Pursuing external growth through disciplined bolt-on M&A 6 B

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CAREL has performed detailed analyses and scouting of potential targets, thus promoting an opportunistic approach with a focus on 3 MAIN EXPANSION AREAS:

M&A

M&A – 2023 – Kiona

  • Company profile: Kiona is a leading Norway-based Software as a Service ("SaaS") provider of property technologies solutions for energy consumption optimization and building digitalization in retail & industrial refrigeration, public, commercial and multiresidential facilities.
  • Rationale: The transaction serves as a strategic move to further strengthen CAREL's positioning as a global leader in the HVAC-R industry, addressing the increasing digitalization and shift towards servitization of the sector, as Kiona is expected to materially enhance and accelerate the development of CAREL's software and digital services offering.
  • Transaction structure: Carel Industries S.p.A acquired 82.4% of Kiona on the 31st of August 2023. The acquisition consideration implies a 100% Enterprise Value of NOK 2.35 billion (c. €210m). Each of the founder & CEO and other minor shareholders retained a significant portion of their stake, which on an aggregate basis accounts for a c. 17.6% minority stake subject to a 3-years lock up period followed by a put and call option scheme.

Industrial fitting:

  • ✓ Increasing R&D fire-power in digital solutions by joining CAREL and Kiona teams.
  • ✓ Strengthening CAREL capabilities to develop and sell digital services.
  • ✓ Opening new commercial opportunities for Kiona
  • ✓ Developing technological synergies between the Kiona system at the installation level and the CAREL controls on the HVAC/R units

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  • Company profile: SENVA is a US company located in Oregon specialising in the design and manufacture of a wide range of sensors, mainly in the air-conditioning and ventilation sectors, and with a significant presence in indoor air quality.
  • Rationale: the acquisition of SENVA is a further step towards the process of external growth through complementary products in reference applications that began in 2018. As in the case of Arion's acquisition (April 2022), the focus in the sensors segment is key to making products more efficient and more connected to their ecosystem, while also facilitating the activation of digital services. Furthermore, Numerous synergies can be achieved through the integration of CAREL and SENVA
  • Transaction structure: Carel Industries S.p.A acquires all SENVA Inc.'s business through a SPV held by Carel USA Inc., Carel Industries S.p.A.'s US subsidiary. That acquisition is valued at USD 34 million. CAREL will also make an additional payment of up to USD 4 million tied to certain EBITDA results, for a total potential acquisition value of USD 38 million.

M&A – 2022 – Klingenburg

Company profile: Klingenburg GmbH and Klingenburg International Sp. Z.o.o. are leading producers of a wide range of products used mainly for heat recovery in ventilation and humidification systems, adiabatic cooling and air purification.

  • Rationale: The transaction rationale is mainly attributable to the high degree of complementarity between Recuperator and Klingenburg in relation to the respective technologies of specialisation (plate exchangers for Recuperator and rotary for Klingenburg) and to the application areas. Furthermore it will strengthen CAREL's profile as a supplier of complete control solutions with high added value in the conditioning and refrigeration industry, with energy efficiency as one of their main characteristics.
  • Transaction structure: The transaction, through which CAREL Industries S.p.A. takes over control of Klingenburg GmbH and Klingenburg International Sp. Z.o.o. via the acquisition of 100% of the share capital of the German and Polish companies, took place in response to an Enterprise Value of Euro 12.0 million (adjusted for approximately 2 million deferred capex).

M&A – 2022 – Sauber

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  • Company profile: Sauber is based in Porto Mantovano (Mantua) and is active mainly in the sector of on-field installation and maintenance services for HVAC/humidification systems in commercial and residential buildings, with a strong focus on energy saving and optimization.
  • Rationale: the transaction can be traced back to the implementation of one of the main pillars of CAREL's strategy of strengthening its services area (digital, onfield and consulting) both by internal activities and through acquisitions.
  • Transaction structure: Carel takes over control of Sauber through the acquisition of 70% of its share capital. The acquisition of the remaining 30%, the valuation of which is tied to Sauber future results, is governed by a cross-option mechanism between the parties, exercisable in 2025.

M&A – 2022 – Arion

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  • Company profile: Arion is the joint venture based in Bolgare (Bergamo Province - Italy), established in 2015 between CAREL and Bridgeport S.p.A. with the aim of developing sensor technology expressly dedicated to the air conditioning and refrigeration sectors.
  • Rationale: The transaction is consistent with the Group's long-term strategy since the use of increasingly advanced sensors will make the equipment more efficient, more reliable and more connected with the eco-system in which they are inserted, also facilitating the activation of digital services.
  • Transaction structure: Carel acquired a further 30% of the share capital of Arion reaching a 70% stake.

M&A – 2021 – CFM

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  • Company profile: a long-standing distributor and partner in Turkey as well as a provider of digital and on-field services and complete high added value solutions dedicated to OEMs, contractors and end users in the Turkish HVAC (Heating, Ventilation and Air conditioning) and Refrigeration market.
  • Transaction structure: Carel took control of CFM through the acquisition of 51% of the share capital of the company The acquisition of the remaining 49% of CFM, the valuation of which is tied to CFM future results, is governed by a cross-option mechanism between the parties, exercisable between 2024 and 2027.

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M&A – 2021 – Enginia

  • Company profile: Enginia has been operating in the AHU sector since 1997 and has grown year after year to become a recognized leader, particularly as regards the manufacture production of dampers for air handling units.
  • Rationale: expansion of the product portfolio in the HVAC market, consolidating CAREL's role as a supplier of complete solutions to manufacturers of air handling units through advanced solutions in terms of performance and energy efficiency.
  • Transaction structure: Carel, through its subsidiary Recuperator, acquired 100% of the share capital of Enginia.

*The transaction included the real estate complex that houses the company's headquarters, which was valued separately.

M&A – 2018 – Recuperator

  • Company profile: Recuperator is an Italy-based company active in the design, production and sale of "air-to-air" heat exchangers.
  • Rationale: Integration with Recuperator expands CAREL's product portfolio in the HVAC market, consolidating its role as a supplier of complete solutions to manufacturers of air handling units, providing them with ever better solutions in terms of performance and energy efficiency.
  • Transaction structure: The purchase price for the entire share capital of Recuperator is EUR 25.7 million, financed through the use of CAREL's own funds and bank loans

M&A – 2018 – HygroMatik

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  • Company profile: Hygromatik is based in Henstedt-Ulzburg, near Hamburg. It designs, produces and markets humidifiers and related accessories, in the industrial, commercial and wellness field.
  • Rationale: integration with HygroMatik will consolidate Carel's positioning in German-speaking countries and in northern Europe thanks to the strong penetration of the acquired company in these markets and will allow for a better positioning in the context of different applications, leveraging the strength of the brand, the industrial excellence and specialised expertise in the field of humidification of one of the main players in the sector
  • Transaction structure: The purchase price and the related cash-out for the entire share capital of HygroMatik GmbH amounted to EUR 56.1 million, financed through the use of own funds and bank loans,

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This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

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