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Ariston Holding N.V.

Interim / Quarterly Report Jul 31, 2025

9974_ir_2025-07-31_e0d309ac-d335-416b-93c1-20633077cde3.pdf

Interim / Quarterly Report

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1. About this report 3
2. Key Highlights 4
3. Corporate bodies 5
4. Directors' Report for the half-year period ending 30 June 2025 6
4.1 Reference Background 6
4.2 Significant business events of the year 8
4.3 Subsequent events 9
4.4 Brand activities and Market context 10
4.5 Group Financial Review 12
4.5.1 Net Revenue Performance 12
4.5.2 Condensed income statement 14
4.5.3 Condensed statement of financial position 16
4.5.4 Net Operating Working Capital 18
4.5.5 Reclassified statement of Cash flows 19
4.5.6 Net financial indebtedness 20
4.5.7 Capital Expenditures 21
4.6 Definition and reconciliation of the Alternative Performance Measures (APMs or non GAAP
measures) to GAAP measures 22
4.7 Investor information 26
5. Ariston Holding N.V. Half-Year Condensed Consolidated Financial Statements at 30 June 2025 27
6. Responsibility statement on the consolidated half-year financial statements at 30 June 2025 74

1. About this report

Note on presentation

The Half-Year Condensed Consolidated Financial Statements for the six months ended 30 June 2025 have been prepared in accordance with the International Accounting Standards (IAS) 34 – Interim Financial Reporting. The Half-Year Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2024, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and IFRS as endorsed by the European Union.

Information on the figures presented

All the figures in this Half-Year Report are expressed in millions of euro to one decimal place, whereas the original data is recorded and consolidated by the Group in euro. Similarly, all percentages relating to changes between two periods or to percentages of net revenue or other indicators are always calculated using the original data in euro. The use of amounts expressed in millions of euro may therefore result in apparent discrepancies in both absolute amounts and data expressed as a percentage.

Certain totals in the tables included in this Half-Year Report may not match due to rounding.

The language of this Half-Year Report is English. Certain legislative references and technical terms have been cited in their original language in order to give them their correct technical meaning under applicable law.

This Half-Year Report is unaudited.

2. Key Highlights

For the six months
ended June 30, 2025
For the six months
ended June 30, 2024
Total Change
(Mln €)
Net revenue 1,291.8 100.0% 1,274.4 100.0% 17.4 1.4%
EBITDA adjusted 124.5 9.6% 113.2 8.9% 11.3 10.0%
EBITDA 158.1 12.2% 64.4 5.1% 93.7 ns
EBIT adjusted 65.9 5.1% 57.0 4.5% 8.9 15.5%
EBIT 89.2 6.9% -3.6 -0.3% 92.8 ns
PBT 67.7 5.2% -29.0 -2.3% 96.7 ns
Group net profit adjusted 38.6 3.0% 29.2 2.3% 9.4 32.2%
Group net profit 58.7 4.5% -31.9 -2.5% 90.7 ns
Profitability Ratios For the six months
ended June 30,
2025
For the six months
ended June 30,
2024
Net capital employed (mln €) 2,077.8 2,110.8
Earnings per shares (Basic €) 0.16 -0.09
Earnings per shares (Diluted €) 0.16 -0.09
Headcount 10,400 10,576
Free cash flow -14.1 -23.9
Net financial indebtedness adjusted (*) 653.7 687.5
Net equity 1,424.1 1,423.3

* Positive figures represent net debt.

3. Corporate bodies

Board of Directors

Paolo Merloni Executive Chairman Maurizio Brusadelli CEO Antonia Di Bella Katja Gerber Roberto Guidetti Laurent Alexis Michel Henri Jacquemin Maria Francesca Merloni Guido Krass Marinella Soldi Ignazio Rocco di Torrepadula Enrico Vita

External auditor

Ernst & Young Accountants LLP

4. Directors' Report for the half-year period ending 30 June 2025

4.1 Reference Background

Macroeconomic scenario

The global economy was affected by multiple ongoing conflicts and a surge in tariffs, which intensified geoeconomic fragmentation and slowed growth.

Inflation is expected to fall, from 6.8 % in 2023 and about 5.9 % in 2024, to 4.5 % in 2025, with advanced economies returning toward central bank targets sooner than emerging ones. Though inflation is easing, it remains sticky in many regions—particularly services inflation—which is slowing central bank pivots toward policy easing.

Fiscal tightening—through higher taxes and reduced spending aimed at containing high public debt—continues to suppress growth across advanced economies. Meanwhile, fragmentation risks are rising, as tariffs and policy uncertainty are dampening investment and trade, increasing supply-side frictions.

Global GDP growth is projected to slow down to 2.8 % in 2025, from 3.3 % in 2024, before recovering to 3.0 % in 2026 a cumulative downgrade reflecting tariff-related disruptions. Advanced-economy growth is expected to slow modestly. United States are expected to slow down at 1.8 % in 2025 and 1.7% in 2026, from 2.8% in 2024. In Europe, 2025 estimates for Germany are flat, while France, Italy and Spain are expected to grow at 0.6%, 0.4 %, and 2.5 % respectively in 2025. China forecast is at 4.0% in both 2025 and 2026, revised downward due to tariff impacts. While the outlook for India was slightly revised down at 6.2 %, Indonesia, Poland, United Arab Emirates, and Vietnam are expected to exceed 3% growth.

Actual Projections
2024 2025 2026
World Output 3.3% 2.8% 3.0%
Belgium 1.0% 0.8% 1.0%
China 5.0% 4.0% 4.0%
France 1.1% 0.6% 1.1%
Germany -0.2% 0.0% 0.9%
India 6.5% 6.2% 6.3%
Indonesia 5.0% 4.7% 4.7%
Italy 0.7% 0.4% 0.8%
Mexico 1.5% -0.3% 1.4%
Poland 2.9% 3.2% 3.1%
Romania 0.9% 1.6% 2.8%
Saudi Arabia 1.3% 3.0% 3.7%
South Africa 0.6% 0.9% 1.2%
Spain 3.2% 2.5% 1.8%
Switzerland 1.3% 0.9% 1.6%
United Arab Emirates 3.8% 4.0% 5.0%
United Kingdom 1.1% 1.1% 1.4%
United States 2.8% 1.8% 1.7%
Vietnam 7.1% 5.2% 4.0%

Growth projections (GDP), annual percentage changes

Source: IMF, World Economic Outlook, April 2025

Exchange rates

With few exceptions, during the second quarter of 2025 (both for the average of the quarter and the YTD data) the euro appreciated against almost all main currencies relevant to Ariston Group. Notable exceptions to this trend are represented by the Swiss Franc (-2.1% YTD), which typically appreciates during periods of economic uncertainty, and the British Pound (-1.5% YTD) which remained relatively stable. Among the currencies showing the strongest depreciation there are the US Dollar (1.1% YTD) and the Chinese Yuan (8.0% YTD).

2025 Δ
Avg. Q2 Avg. YTD 30/06/2025 Avg. Q2 Avg. YTD 28/06/2024 vs.
Avg.
Q2
vs.
Avg.
YTD
vs.
30/06
CHF 0.94 0.94 0.93 0.97 0.96 0.96 -3.8% -2.1% -3.0%
CNY 8.20 7.92 8.40 7.80 7.80 7.77 5.1% 1.6% 8.0%
GBP 0.85 0.84 0.86 0.85 0.85 0.85 -0.5% -1.5% 1.1%
RON 5.03 5.00 5.08 4.98 4.97 4.98 1.2% 0.6% 2.0%
USD 1.13 1.09 1.17 1.08 1.08 1.07 5.3% 1.1% 9.5%
CAD 1.57 1.54 1.60 1.47 1.47 1.47 6.6% 4.9% 9.3%
VND 29,451 28,089 30,583 27,300 26,981 27,250 7.9% 4.1% 12.2%
INR 97.05 94.07 100.56 89.82 89.99 89.25 8.1% 4.5% 12.7%
MXN 22.11 21.80 22.09 18.57 18.51 19.57 19.1% 17.8% 12.9%

Euro exchange rates against major currencies

Source: ECB

Raw materials

On YTD data Steel, Polypropylene and Polyurethane continued the decrease trend (-11%, -8% and -7% respectively) while Copper and Aluminium increased at 6% and 4% respectively.

Average monthly market prices of main raw materials (per ton)

2025 2024 DELTA
30.06.2025 Avg.
Q2
Avg.
YTD
30.06.2024 Avg.
Q2
Avg.
YTD
Day vs. Last vs. Avg. vs. Avg.
Q2
YTD
Steel (€/ton) 558 629 618 630 637 678 -11% -1% -9%
Polypropylene (€/ton) 1,430 1,473 1,497 1,550 1,588 1,540 -8% -7% -3%
Copper (USD/ton) 10,040 9,514 9,428 9,476 9,735 9,090 6% -2% 4%
Polyurethane (€/ton) 2,290 2,317 2,269 2,463 2,530 2,431 -7% -8% -7%
Aluminium (USD/ton) 2,593 2,444 2,536 2,485 2,515 2,359 4% -3% 8%

Note: For steel, price of hot rolled steel for the European market; for copper and aluminium, average of daily "cash" prices; for polyurethane, a mix of isocyanate and polyol based on the Group's policies.

Source: Metal Bulletin, ICIS LOR, LME

4.2 Significant business events of the year

January

Strategic global brand Ariston introduced in Asia the SLIM 3 electric storage water heater platform, characterized by a stylish and compact design and advanced smart functionalities. In Vietnam, this range was honored with the Highest Energy Efficiency Product 2024 award, by the Vietnamese Ministry of Industry and Trade and the Vietnam Energy Conservation and Efficiency Association.

Following the launch across the organization, Ariston Group announced its new leadership model. Defined by five core behaviors – Shape our Future, Deliver with Excellence, Think as our Customers, Act as one Team, Unlock the Best in Everyone – it fosters the group's culture to successfully navigate industry's evolution.

February

With the aim of offering concrete opportunities for growth and specialization, Ariston Group launched the second edition of Future Ready, a training project addressed to the professionals of the future in technical and industrial fields.

Ariston Group participated in the annual event dedicated to Smart Home hosted by the Internet of Things Observatory at Politecnico di Milano, presenting its AI powered connectivity solutions that improve customer engagement.

Ariston Group participated in AHR Expo 2025 in Orlando, Florida, showcasing the latest innovations from its global and regional brands. The strategic global brand Ariston showcased its NUOS hybrid residential heat pump water heater and its new gas condensing water heater; HTP presented its cutting-edge water heating solutions; American Standard unveiled its new 80-gallon electric commercial water heater; and NTI highlighted its range of boilers and tanks, along with Verta, a new air-to-water heat pump.

March

Ariston Group participated in ISH 2025, taking place in Frankfurt, Germany, with the strategic global brand Wolf presenting its latest products and introducing the WOLF Ecosystem, an approach that considers HVAC solutions holistically. In addition, the ventilation brand Brink displayed its latest products while Thermowatt showcased cuttingedge components.

Ariston Group announced the acquisition of DDR Heating, a manufacturer specializing in tubular electric heaters for professional and industrial applications based in Michigan. This bolt-on acquisition marked an important milestone for the group's Components Division, providing an entry point into the North American market.

The strategic global brand Ariston participated in the ISH China & CIHE exhibition taking place in Beijing, China, showcasing the Cozy series solutions and taking the opportunity to publish a white paper on the development of China's wall-hung boiler industry.

Ariston Group announced that Presidential Decree No. 176 of the Russian Federation, issued on 26 March, reinstated Ariston Holding N.V. into the possession and full management of the shares of its Russian subsidiary, Ariston Thermo Rus LLC. This followed the temporary transfer of the subsidiary to external management under Gazprom Bytovie Sistemy as mandated by Presidential Decree No. 294, issued on 26 April 2024.

April

Ariston Group's Board of Directors approved the 2024 Annual Report, which included the Sustainability Statement. With the very first social report dating back to 1979 and non-financial performance reporting in place since 2018, the group adopted the new European Sustainability Reporting Standards: the Double Materiality Assessment validated most of the topics identified in 2022, aligning the content and approach with ERM; as some of the 2030 objectives were redefined, the decarbonization targets and levers were confirmed.

Ariston Group participated in the first edition of the Heat Pump Technologies international fair in Milan, Italy, in which the strategic global brand Ariston showcased its heat pump portfolio, including the new air-to-water heat pump Nimbus 5.

May

In North America, Ariston Group announced a joint venture with Lennox, a leader of innovative climate solutions in the HVACR industry, to bring a competitive product portfolio of residential water heaters to homeowners in the United States and Canada. Combining Ariston Group's advanced global and regional expertise in water heating technology, R&D and manufacturing with the trusted brands, distribution channels, and the expansive customer network of Lennox, the joint venture aims to strengthen market presence and drive innovation.

The strategic global brand Elco hosted the 2025 edition of the Elco Tech Days in Hannover and Dresden, Germany, for visitors and HVAC professionals to explore smart energy solutions through interactive discussions, while gaining practical insights from technology and product experts.

The Dutch heating brand Atag presented its ComfortCenters, inviting homeowners to experience dedicated spaces where they can discover, explore, and see in action the high-quality, energy-efficient solutions for which the brand is renowned.

The strategic global brand Wolf announced the integration of CO2-reduced steel into a large part of its HVAC product range, working closely with ArcelorMittal. The ArcelorMittal's XCarb® recycled and renewably produced product consists of at least 75% recycled material and is produced exclusively with electricity from 100% renewable energy.

June

Ariston Group plant in Bach Ninh, Vietnam, was awarded the World Class Manufacturing bronze medal in recognition of its commitment to operational excellence and highlighting people's dedication, resiliency and ability to work in team.

The strategic global brand Elco launched AEROTOP® SPK, its latest air-to-water heat pump that combines exceptional efficiency with ultra-quiet operation and sleek and modern design, and that – using natural refrigerant R290 – is suitable for both new construction and renovation projects.

Ariston Group finalized the acquisition of an 80% majority stake in Z.R.E., Zecchi Riscaldamenti Elettrici, recognized for its long-standing reputation in electric heating solutions, further enhancing its comprehensive and technologically advanced range of components for industrial and professional markets.

4.3 Subsequent events

In July, Ariston Group celebrated 30 years of presence in Spain, leveraging the occasion to reflect on key milestones achieved in the market and to reaffirm its ongoing commitment to clients and partners, as well as to its people.

In July, Ariston Group inaugurated its first electronics factory in Arcevia, Italy. This investment enhanced the group's ability to design, industrialize, and manufacture technologically advanced, high-quality solutions, boosting flexibility and responsiveness to market demand while confirming a strong commitment to the territory.

4.4 Brand activities and Market context

Market context

After a year of transition in 2024, with a weak heating demand in Europe, the first half of 2025 showed signs of stabilisation. Heating heat pump market was positive, driven by Germany, UK and Netherlands, thanks also to incentives schemes to support transition to renewable technologies. Fossil technologies suffered in Europe, mainly in Germany. In North America, uncertainty over tariff policies created an anticipation of demand in the short-term. Water heating market continued to demonstrate resilience and was less affected by the overall geopolitical context, maintaining a stable development trend.

Brand activities

Over the first six months of 2025, Ariston Group focused on strengthening its unique portfolio of global (Ariston, Wolf, Elco) and local (Calorex, Racold, ATAG and Brink, NTI, Domotec, Chromagen and HTP) strategic brands.

The focus was on sharpening the brand identities, both through B2B and B2C communication and marketing activities along the go-to-market channels, embracing new opportunities and technologies. All initiatives were performed in strong collaboration between global and local marketing teams, also working closely with the business units for new products and services development. Additionally, the group continued to leverage external researches – like brand health assessment, customer satisfaction surveys, workshops with key stakeholders – to collect inputs and further develop his offer of product and services that fulfil all customers' needs.

Climate comfort

Renewable solutions

In Europe, the demand for heat pumps increased in the first half of 2025. Germany and Netherlands are recovering after strong declines in 2024, and the UK market steadily grows. France has been negative, affected by unstable incentive programs. Demand in Italy is stabilizing, after the exceptional peak driven by the "Superbonus", in the previous years.

Gas solutions

In Europe, demand for gas systems has been decreasing, with stability or slight growth in some European markets, but remained very low in Germany. In North America, the uncertainty linked to new tariff policies caused an overall anticipation of demand in the short-term.

Domestic ventilation

In the first half of 2025, the market for domestic ventilation solutions was positive in our main markets Germany and Netherlands.

Air handling

European market is estimated to have grown in the first half of the year, as interest rates have been more favourable and supported the development of new projects.

Water heating

Renewable solutions

Demand for heat pump water heaters has slightly decreased in Europe, highly influenced by France negative trend, while other markets have experienced a positive trend. In USA, interest for renewables solutions continues to grow.

Electric storage solutions

In most of European and MEA markets, demand has been on average stable versus previous year. In Asia, overall markets went back to growth, after a stable 2024. In North America, the market is stabilizing after 2 years of consecutive growth.

Gas solutions

In the first half of 2025, the demand for gas product slightly increased in Europe while decreased in AMEA; the market was stable in USA.

Burners

In line with previous year, the residential heating oil market and the incinerators business in UK & Ireland balanced the contraction in project-related sales in China and other countries.

Components

In the first half of 2025, the market showed an overall improvement across both the domestic and professional segments. Demand for water heating components registered a significant recovery, after one year of slow-down. Demand for electric heaters for professional applications registered an important increase, mainly in the catering and industrial sector.

4.5 Group Financial Review

4.5.1 Net Revenue Performance

Quarterly overall performance

For the three months ended
June 30, 2025
For the three months ended
June 30, 2024
Thermal Comfort 598.9 93.0% 578.8 93.2%
Burners 20.8 3.2% 20.9 3.4%
Components 23.9 3.7% 21.5 3.5%
Total Net Revenue 643.6 100.0% 621.2 100.0%

Half-year overall performance

For the six months ended
June 30, 2025
For the six months ended June
30, 2024
Thermal Comfort
Burners
Components
1,203.4
42.4
46.0
93.2%
3.3%
3.6%
1,190.1
42.5
41.8
93.4%
3.3%
3.3%
Total Net Revenue 1,291.8 100.0% 1,274.4 100.0%

Revenue by business line

Thermal Comfort. It serves the Group's three main business categories, Hot Water, Heating and Air Treatment, and represents the Group's largest division, recording revenue in the first half of 2025 for € 1,203.4 million (93.2% of total revenues) compared to € 1,190.1 million in the first half of 2024 (93.4% of total revenues), up by € 13.3 million or 1.1% (of which 3.0% organic and foreign exchange impact).

On 26 March 2025, the Ariston Group regained control of Ariston Thermo Rus LLC, which has been included in the Group's consolidation perimeter starting from April 2025. The revenue generated by Ariston Thermo Rus LLC in H1 2024 (from 1 January to 26 April) amounted to € 28.1 million. The revenue for the first half of 2025 (from 1 April to 30 June) totalled € 19.8 million.

Burners. Recorded net revenue of € 42.4 million in the first half of 2025 (3.3% of total net revenues) compared to € 42.5 million of the first half of 2024 (3.3% of total revenues) with a decrease of € 0.1 million or -0.2% (of which -0.1% organic and foreign exchange impact).

Components. Recorded net revenue of € 46.0 million in the first half of 2025 (3.6% of total net revenues) compared to € 41.8 million (3.3% of total net revenues) in the first half of 2024, up by € 4.2 million or 10.0% (of which 5,7% organic and foreign exchange impact).

On 4 March 2025, the Ariston Group announced the acquisition of DDR Heating, a U.S. based manufacturer specializing in tubular electric heaters for professional and industrial applications. Since the date of acquisition, DDR Heating generated € 1.8 million in revenue. The organic revenue growth was driven by the recovery of the Domestic business, supported by improvements in the water heating market, and the Professional business, which benefited from a rebound in the Ho.Re.Ca. sector.

Net revenue by geographical area

Europe. It represents the Group's largest market, recording net revenue of € 929.8 million in the first half of 2025 (72.0% of total revenues) compared to € 913.5 million (71.7% of total revenues) in first half of 2024, up by € 16.2 million or 1.8% (of which 2.4% organic and foreign exchange impact). The increase was mainly driven by a restart in the renewable heating market in Germany, and improved performances in other countries.

On 26 March 2025, the Ariston Group regained control of Ariston Thermo Rus LLC, which has been included in the Group's consolidation perimeter starting from April 2025. In the first half of 2024, revenue from Ariston Thermo Rus LLC amounted to € 28.1 million, covering the period from 1 January to 26 April. In the first half of 2025, revenue totalled € 19.8 million, referring to the period from 1 April to 30 June.

Asia, Pacific & MEA. It represents the second largest market for the Group, recording net revenue for € 234.1 million in the first half of 2025, or 18.1% of total revenues, compared to € 232.7 million, or 18.3% of total revenues, in first half of 2024, up by € 1.4 million or 0.6% (of which 4.2% organic and foreign exchange impact). The increase was driven by the positive water heating renewable market's trend in Australia and improved performances in water heating markets.

Americas. This is the Group's third largest market and reported revenue for € 127.9 million in the first half of 2025, or 9.9% of total net revenues, compared to € 128.1 million, or 10.1% of total net revenues, in the first half of 2024, with a decrease of € 0.2 million, or -0.2% (of which 4.5% organic and foreign exchange impact). The increase, net of exchange rate effects, was driven by strong performances in both the water heating and heating segments in North America.

Perimeter variation

On 26 March 2025, Presidential Decree No. 176 of the Russian Federation reinstated Ariston Holding N.V. into the possession and full management of the shares of its Russian subsidiary, Ariston Thermo Rus LLC.

This follows the temporary transfer of the subsidiary to external management under Gazprom Bytovie Sistemy (a subsidiary of the Gazprom Group) as mandated by Presidential Decree No. 294, issued on 26 April 2024. The new decree formally nullifies Subparagraph "a" of Paragraph 1 of Decree No. 294, effectively restoring Ariston Group's full ownership and operational control over Ariston Thermo Rus LLC.

The Ariston Group considers 1 April 2025 as the effective date for the reconsolidation of Ariston Thermo Rus LLC. Although the official decree was issued on 26 March 2025, the five intervening days were deemed immaterial for consolidation purposes—particularly since two of those days fell on a weekend (Saturday and Sunday). As a result, it was conventionally decided to align the reconsolidation date with the start of the new month, 1 April 2025. This decision is based on the principle that the impact of these few days is negligible in the context of the overall financial reporting and consolidation process. Therefore, for practical purposes and to ensure consistency in accounting records, the reconsolidation date has been set to 1 April 2025.

4.5.2 Condensed income statement

The table below shows the income statement (1) for the half-year 2025, with a comparison to the same period of the previous year, and a breakdown of the total change by organic growth and perimeter, on one side, and exchange rate effects on the other side.

For the six
months ended
June 30, 2025
For the six
months ended
June 30, 2024
Total
change
% of which
organic
and
perimeter
% of which
exchange
rates
%
(€ million)
NET REVENUE 1,291.8 100.0% 1,274.4 100.0% 17.4 1.4% 29.1 2.3% -11.7 -0.9%
Other revenue and
income
12.4 1.0% 27.1 2.1% 26.6 98.2%
Revenue and Income 1,304.2 101.0% 1,301.6 102.1% 43.9 3.4%
Operating income
(expense)
-1,215.0 -94.1% -1,305.1 -102.4% 48.8 -3.7%
OPERATING PROFIT
(EBIT)
89.2 6.9% -3.6 -0.3% 92.8 ns 93.9 ns -1.1 31.0%
Adjustment on operating income (expense) -23.3 -1.8% 60.6 4.8% -83.9 ns
OPERATING PROFIT
ADJUSTED
(EBIT ADJUSTED)
65.9 5.1% 57.0 4.5% 8.9 15.5% 10.0 17.5% -1.1 -2.0%
Financial Income and
Expense
-17.9 -1.4% -25.4 -2.0% 7.5 -29.5%
Profit (loss)
on investments
-3.6 -0.3% 0.0 0.0% -3.6 ns
PROFIT BEFORE TAX 67.7 5.2% -29.0 -2.3% 96.7 ns
TAXES -8.6 -0.7% -3.0 -0.2% -5.6 ns
NET PROFIT 59.1 4.6% -32.0 -2.5% 91.1 ns
Net profit attributable
to non-controlling
Interests
0.3 0.0% -0.1 -0.0% 0.4 ns
Group Net profit 58.7 4.5% -31.9 -2.5% 90.7 ns
Tax effect of
Adjustment
on operating
income (expense)
Reversal of non-recurring
3.1
0.0
0.2%
0.0%
-6.7
0.0
-0.5%
0.0%
9.8
0.0
ns
0.0%
taxation effect
Tax adjustments
3.1 0.2% -6.7 -0.5% 9.8 ns
NET PROFIT ADJUSTED
Net profit attributable
to non-controlling
38.9
0.3
3.0%
0.0%
29.1
-0.1
2.3%
-0.0%
9.8
0.4
33.7%
ns
Interests
Group Net profit
adjusted
Total depreciation and
38.6 3.0% 29.2 2.3% 9.4 32.2%
amortisation 68.9 5.3% 68.0 5.3% 0.9 1.3%
EBITDA 158.1 12.2% 64.4 5.1% 93.7 ns 95.3 ns -1.6 -2.5%
EBITDA Adjusted 124.5 9.6% 113.2 8.9% 11.3 10.0% 12.9 11.4% -1.6 -1.4%

(1) For information on the definition of alternative performance measures, see the paragraph 'Definitions and reconciliation of the Alternative Performance Measures (APMs or non-GAAP measures) to GAAP measures

The table below shows the income statement (1) for the second quarter 2025, with a comparison to the same period of the previous year, and a breakdown of the total change by organic growth and perimeter, on one side, and exchange rate effects on the other side.

For the three
months ended
June 30, 2025
For the three
months ended
June 30, 2024
Total
change
% of which
organic and
perimeter
% of which
exchange
rates
%
(€ million)
NET REVENUE 643.6 100.0% 621.2 100.0% 22.4 3.6% 32.2 5.2% -9.8 -1.6%
Other revenue and
income
5.6 0.9% 10.7 1.7% -5.1 -47.8%
Revenue and Income 649.2 100.9% 631.9 101.7% 17.3 2.7%
Operating income
(expense)
-588.3 -91.4% -658.1 -105.9% 69.8 -10.6%
OPERATING PROFIT
(EBIT)
60.9 9.5% -26.2 -4.2% 87.1 ns 87.1 ns -0.1 0.2%
Adjustment on operating income (expense) -30.1 -4.7% 53.2 8.6% -83.3 ns
OPERATING PROFIT
ADJUSTED
(EBIT ADJUSTED)
30.8 4.8% 27.0 4.3% 3.8 13.9% 3.8 14.1% -0.1 -0.2%
Financial Income and
Expense
-9.5 -1.5% -14.5 -2.3% 5.1 -34.8%
Profit (loss)
on investments
-3.8 -0.6% -0.1 -0.0% -3.7 ns
PROFIT BEFORE TAX 47.6 7.4% -40.9 -6.6% 88.4 ns
Total depreciation and
amortisation
34.8 5.4% 33.8 5.4% 1.0 3.0%
EBITDA 95.7 14.9% 7.6 1.2% 88.1 ns 89.0 ns -0.9 -12.0%
EBITDA Adjusted 60.4 9.4% 54.9 8.8% 5.5 10.1% 6.4 11.7% -0.9 -1.7%

(1) For information on the definition of alternative performance measures, see the paragraph "Definitions and reconciliation of the Alternative Performance Measures (APMs or non-GAAP measures) to GAAP measures"

The Ariston Group closed the first half of 2025 with consolidated net revenue of € 1,291.8 million, an increase of € 17.4 million or +1.4% compared to € 1,274.4 million in the first half of 2024. This growth reflects the Group's ability to maintain a stable performance while effectively navigating market challenges and leveraging emerging opportunities, positioning itself for continued progress.

EBITDA amounted to € 158.1 million, 12.2% as a percentage of net revenues, compared to € 64.4 million and 5.1% of total revenues in the first half of 2024.

EBITDA adjusted totalled € 124.5 million, 9.6% as a percentage of net revenues, compared to € 113.2 million and 8.9% of total revenues in the first half of 2024.

The adjustment in operating expenses related to EBITDA for the first half of 2025 amounted to € -33.6 million, compared to € 48.8 million in the same period of the previous year. This significant variation is primarily due to a € 40.2 million gain on bargain purchase, resulting from the reconsolidation of Ariston Thermo Russia. Following the regain of control over the Russian entity, it was re-included in the Group's consolidation perimeter starting from April 2025.

Operating profit, or EBIT, during the first half of 2025, amounted to € 89.2 million, compared to € -3.6 million in the first half 2024. The EBIT increased due to a combination of factors, including the deconsolidation of Ariston Thermo Russia in 2024 and the gain on bargain purchases in 2025. Additionally, the renewable heating and water heating segments in Europe have recently experienced a market upturn.

EBIT adjusted increased in absolute terms and in percentage of net revenues amounting to € 65.9 million and 5.1% respectively, compared to € 57.0 million and 4.5% in the first half of 2024.

Adjustments on EBIT amounted to € -23.3 million (€ 60.6 million in H1 2024). In addition to those on EBITDA, they included the amortisation of intangibles from the 2022 acquisition of the Israelian Chromagen group and Wolf-Brink's prior years acquisitions, totalling € 10.3 million in H1 2025 and € 11.8 million in H1 2024.

Overall, the Group reported € -17.9 million in net financial income and expenses, with a € 7.5 million change compared to the same period of the prior year. The main components of the change were the € 0.9 million rise in net financial expenses and the € 6.6 million positive impact of exchange rates.

Therefore, operations generated € 67.7 million in Profit Before Tax, compared to € -29.0 million in 2024.

Net profit was equal to € 59.1 million compared to € -32.0 million in the first half of 2024.

The Group Net profit adjusted for the period amounted to € 38.6 million, 3.0% as a percentage of net revenue, compared to € 29.2 million, 2.3% of net revenue, in the first half of 2024.

4.5.3 Condensed statement of financial position

The table below shows the financial position in a condensed and reclassified format, highlighting the structure of net capital employed and financing sources.

As at 30 June 2025 As at 31 December
2024
As at 30 June 2024 Total
change
% of which
organic
and
perimete
r
% of which
exchange
rates
%
Financial Position
(€ mln)
Trade receivables 354.0 17.0% 338.9 16.9% 339.6 16.1% 15.1 4.5% 21.0 6.2% -5.8 -1.7%
Inventories 519.4 25.0% 470.4 23.5% 565.5 26.8% 49.0 10.4% 59.9 12.7% -10.9 -2.3%
Trade payables -470.4 -22.6% -474.0 -23.6% -430.7 -20.4% 3.6 -0.8% -5.9 1.2% 9.5 -2.0%
Net operating working
capital (1)
403.0 19.4% 335.4 16.7% 474.4 22.5% 67.6 20.1% 75.0 22.4% -7.3 -2.2%
% on Net last-twelve
months revenue
15.1% 12.7% 17.0%
Net fixed assets 2,124.0 102.2% 2,149.8 107.3% 2,110.6 100.0% -25.8 -1.2% -5.5 -0.3% -20.3 -0.9%
Other non-current assets
and liabilities
-223.2 -10.7% -250.7 -12.5% -260.6 -12.3% 27.5 -11.0% 24.9 -10.0% 2.6 -1.0%
Other current assets and
liabilities
-226.0 -10.9% -230.2 -11.5% -213.5 -10.1% 4.2 -1.8% -1.6 0.7% 5.8 -2.5%
Net capital employed 2,077.8 100.0% 2,004.2 100.0% 2,110.8 100.0% 73.6 3.7% 92.8 4.6% -19.2 -1.0%
Net financial
indebtedness adjusted
653.7 31.5% 579.1 28.9% 687.5 32.6% 74.6 12.9% 67.7 11.7% 6.9 1.2%
Net equity 1,424.1 68.5% 1,425.1 71.1% 1,423.3 67.4% -1.0 -0.1% 25.1 1.8% -26.1 -1.8%
of which attributable to
non-controlling interests
-0.7 -0.0% -0.7 0.0% -0.6 -0.0% 0.0 0.0% -0.0 -0.0% 0.0 0.0%
Total financing sources 2,077.8 100.0% 2,004.2 100.0% 2,110.8 100.0% 73.6 3.7% 92.8 4.6% -19.2 -1.0%

(1) refer to paragraph 4.6 for the reconciliation of the APM

Financial Position Ratios As at 30 June
2025
As at 31
December 2024
As at 30 June
2024
DSO (Days Sales Outstanding - going back) 48.0 45.2 47.5
DPO (Days Payables Outstanding - going back) 89.2 89.0 91.7

At the half-year point in 2025, Ariston Group reported € 2,077.8 million in Net capital employed, up from € 73.6 million in December 2024.

Net operating working capital, increased compared to December 2024, both in absolute terms and as a percentage of revenue. This increase is primarily attributed to seasonal factors.

Net financial indebtedness adjusted decreased by € 74.6 million compared to the previous year.

Net fixed assets amounted to € 2,124.0 million, down from € 2,149.8 million in December 2024. During the first half of 2025, investments in fixed assets totalled € 38.1 million. The year-end exchange rate effect led to a reduction of € 20.3 million in the value of net fixed assets.

Other non-current assets and liabilities totalled € 223.2 million, versus € 250.7 million in December 2024, showing a € 27.5 million difference compared with the previous year.

Other current assets and liabilities totalled € 226.0 million, versus € 230.2 million in December 2024, showing a € 4.2 million difference compared with the previous year.

Net equity stood at € 1,424.1 million as at 30 June 2025, compared to € 1,425.1 million at 31 December 2024. While the overall value remained nearly unchanged, several factors contributed to movements in equity during the period: € 59.2 million from the net profit generated in the first half of 2025; decrease for € 29.5 million due to distribution payment; negative impact for € 26.1 million from foreign exchange differences; decrease for € 2.6 million related to the cash flow hedging reserve and increase for € 1.7 million from the stock-based incentive plans reserve.

Reconciliation between amounts included in the "Condensed statement of financial position" and the "Consolidated statement of financial position"

The items included in the "Condensed statement of financial position" and listed below can serve to facilitate comparison with groups operating in the same sector and are defined as the algebraic sum of specific items contained in the financial statements:

Net fixed assets, calculated as the algebraic sum of:

  • goodwill;
  • intangible assets with a finite life;
  • trademarks;
  • right-of-use assets;
  • property, plant and equipment.

Other non-current assets and liabilities, calculated as the algebraic sum of:

  • investments in associates and joint ventures;
  • deferred tax assets;
  • other non-current assets;
  • non-current tax receivables;
  • deferred tax liabilities;
  • non-current provisions for risks and charges;
  • net employee defined benefit liabilities;
  • other non-current liabilities;
  • non-current tax payables.

Other current assets and liabilities, calculated as the algebraic sum of:

  • other current assets;
  • current tax receivables;
  • assets held for sale;
  • current tax payable;
  • current provisions for risks and charges;
  • other current liabilities.

Net capital employed, calculated as the algebraic sum of the items listed above and in particular:

  • net operating working capital;
  • net fixed assets;
  • other non-current assets and liabilities;
  • other current assets and liabilities.

Net financial indebtedness adjusted, refer to paragraph 4.6 for the reconciliation of the APM.

4.5.4 Net Operating Working Capital

Net operating working
capital (€ million)
As at 30
June 2025
As at 31
December
2024
As at 30
June 2024
Total
Change
of which
organic and
perimeter
of which
exchange
rates
Trade receivables 354.0 338.9 339.6 15.1 21.0 -5.8
Inventories 519.4 470.4 565.5 49.0 59.9 -10.9
Trade payables -470.4 -474.0 -430.7 3.6 -5.9 9.5
Net operating working capital 403.0 335.4 474.4 67.6 75.0 -7.3
% on Net last-twelve-months
revenue 15.1% 12.7% 17.0%

As at 30 June 2025, Net Operating Working Capital stood at € 403.0 million, corresponding to 15.1% of net last-twelvemonths revenues, compared to € 335.4 million (12.7%) as at December 2024. The increase reflects the impact of scope changes and exchange rate fluctuations, which were overall dilutive, while the underlying performance benefited from continued efforts to optimize working capital components.

Trade receivables reached € 354.0 million (13.2% of net last-twelve-months revenues), up from € 338.9 million (12.9%) at year-end 2024. Days Sales Outstanding (DSO) rose to 48.0 days from 45.2.

Inventories amounted to € 519.4 million, representing 19.4% of last-twelve-months net revenues, up from 17.9% in December 2024. The increase is attributable to both organic business growth and seasonal restocking activities.

Trade payables stood at € 470.4 million (17.6% of net last-twelve-months revenues), slightly down from € 474.0 million (18.0%) in December 2024. Days Payable Outstanding (DPO) remained stable, increasing marginally from 89.0 to 89.2 days.

The exchange rate effect on Net Operating Working Capital was negative for € 7.3 million.

Overall, the company continues to actively manage its working capital, mitigating exchange rate effects and absorbing M&A impacts through operational discipline.

4.5.5 Reclassified statement of Cash flows

The table below shows a simplified and reclassified version of the cash flow statement in the consolidated financial statements.

The main reclassification consists in the representation of the change in the Net financial position at the end of the period as the result of the total net cash flow generated (or absorbed). Therefore, the cash flows relate to changes in Operating, Investing and Financing activities, both current and non-current.

CASH FLOWS For the six For the six
(€ million) months ended
June 30, 2025
months ended
June 30, 2024
Net Financial Indebtedness adjusted at the beginning of the period -579.1 -575.0
EBITDA 158.1 64.4
Taxes paid -21.7 -19.2
Provisions and other changes from operating activities -51.1 34.3
Changes in net operating working capital -43.5 -51.0
Cash flows from Operating activities 41.8 28.5
Capital expenditure -38.1 -29.8
IFRS 16 leasing payment -18.7 -17.2
Other changes 0.9 -5.4
Free Cash flow -14.1 -23.9
Cash flows from Financial investments activities -14.1 -25.6
Cash flows from Other activities -45.6 -77.2
Total Net Cash flow -73.9 -126.7
Non-cash items -0.8 14.2
Net Financial Indebtedness adjusted at the end of the period (*) -653.7 -687.5

* Positive figures represent net cash

Net cash flow reflected a cash flow absorption of € -73.9 million, compared to € -126.7 million in the same period of the previous year.

EBITDA increased in the reporting period compared to the prior period as previously explained.

The increase in taxes paid to € 21.7 million was consistent with the year-on-year business trend.

Provisions and other changes from operating activities recorded a cash outflow of € 51.1 million, compared to a positive contribution of € 34.3 million in the first half of 2024. Both periods include offsets of non-cash effects related to the deconsolidation (H1 2024) and reconsolidation (H1 2025) of the Russian subsidiary. Net of these effects, the main driver of the outflow was VAT-related movements.

Working capital dynamics improved year-on-year: despite a cash absorption of € 43.5 million, the outflow was lower than the € 51.0 million recorded in the first half of 2024, reflecting better inventory management.

Free Cash Flow improved to € -14.1 million (vs € -23.9 million), supported by improved operating working capital management.

Financial investments activities in the first half of 2025 included the cash outflow for the business acquisitions in the United States and Italy and the consolidation of Ariston Thermo Rus LLC from April 2025.

Other activities included € -29.5 million in distribution payment, € 0.2 million in divestments and € -16.4 million in financial and exchange charges absorbed.

Non-cash items include non-cash components with no impact on the Net Cash flow such as Mark-to-Market, IFRS 16 variation and the exchange rate effect on Net Financial Indebtedness.

4.5.6 Net financial indebtedness

The main differences between Net Financial Indebtedness adjusted and Net Financial Indebtedness ESMA imply the inclusion of Put and Call options financial liabilities under gross debt and the exclusion of positive Mark-to-Market derivatives and escrow accounts from Financial Assets under Net Financial Indebtedness ESMA.

As at 30
June 2025
As at 31
December
2024
As at 30
June 2024
Net Financial Indebtedness
(€ million)
A Cash 216.7 350.8 248.5
B Cash equivalents including the current financial assets 0.0 0.0 0.0
C Other current financial assets 4.8 6.4 5.8
D Liquidity (A+B+C) 221.5 357.1 254.4
E Current financial liabilities -54.7 -46.9 -43.3
F Current portion of non-current financial liabilities -98.4 -101.3 -25.8
G Current Financial Indebtedness (E+F) -153.1 -148.2 -69.1
H Net Current Financial Indebtedness (G-D) 68.4 208.9 185.3
I Non-current financial liabilities -747.0 -800.1 -898.4
J Non-current financing (Debt instruments) 0.0 0.0 0.0
K Non-current Trade and Other Payables -1.1 -11.5 -7.9
L Non-Current Financial Indebtedness (I+J+K) -748.1 -811.7 -906.2
M Net Financial Indebtedness (H+L) (*) -679.8 -602.7 -721.0
Reconciliation Net Financial Indebtedness (€ million) As at 30
June 2025
As at 31
December
2024
As at 30
June 2024
Net Financial Indebtedness -679.8 -602.7 -721.0
Put and Call liability 13.4 11.7 8.6
Escrow 2.5 2.8 4.5
Positive MTM 10.1 9.1 20.3
Net Financial Indebtedness adjusted (*) -653.7 -579.1 -687.5

*Positive figures represent net cash.

Net Financial Indebtedness adjusted (including lease liabilities) totalled € -653.7 million, compared to a net financial position of € -579.1 as at 31 December 2024.

As at 30 June 2025, liquidity amounted to € 216.7 million excluding back-up credit facilities. Ariston has unused committed revolving credit facilities for € 895.0 million.

As at 30 June 2025, long-term debt was € 750 million, with an average maturity of around 3,2 years. Of this debt 71% is fixed or hedged and 29% carries a variable rate.

Short-term debt due to bank as at 30 June 2025 amounted to € 7.4 million. The used and unused credit lines (both committed and uncommitted) reached approximately € 2.1 billion, of which approximately 39% already drawn.

4.5.7 Capital Expenditures

In the first half of 2025, Ariston Group's capital expenditure amounted to € 38.1 million, representing 2.9% of net revenues, compared to € 29.8 million (2.3% of net revenues) in the same period of 2024.

Investments include:

• Investments in physical assets and new products

Construction activities continued on the new manufacturing plant in Serbia, marking a key step in strengthening the Group's industrial footprint.

The Group focused on plant renovation and safety upgrades across several sites — including Saltillo, Mainburg, Cairo, and Genga — aimed at enhancing operational efficiency.

Additional investments were made in new products within the renewable heating segment, reflecting the Group's strategic commitment to sustainability and innovation.

Laboratory upgrades for renewable water heating products were carried out in Saltillo and New Bedford, with stateof-the-art equipment to support advanced quality testing and system simulation.

A portion of capital expenditure was dedicated to customer-facing initiatives, including investments in direct service equipment.

• R&D investments

In renewable heating, the capitalised R&D costs relate to both future mainstream and high range HHP projects using the latest generation of refrigerant gas. In Burners Division, development concerns projects to continuously reduce C02 emissions.

• Digital investments

During the first half of 2025, the Group continues to work on new advanced systems for HR, Logistic, and Finance and the roll-out of SAP system. To enhance customer experience, the adoption of Group systems in the "customer relation" and "installer management" areas was gradually extended to new countries. Furthermore, the Group launched exploratory initiatives in Artificial Intelligence, evaluating its potential to support innovation, process automation, and decision-making across key business areas.

Lastly, investments for the right-of-use of third-party assets were related to tangible assets as at 30 June 2025. The halfyearly addition totalled € 11.7 million and was attributable to offices, buildings, plants and machinery, and vehicles, compared to € 16.3 million in the half-year 2024.

4.6 Definition and reconciliation of the Alternative Performance Measures (APMs or non GAAP measures) to GAAP measures

In addition to the standard financial reporting formats and indicators required under the IFRS, this document contains certain financial performance measures that are not defined in IFRS standards (non-GAAP measures).

The Group believes that these non-GAAP financial measures enhance the capacity to evaluate its financial performance and financial position and give management and investors pertinent and helpful information about performance. They also give Group comparative metrics that help management recognise operational patterns and decide how best to allocate resources going forward and for other operational decisions. The financial measures the Group uses may not be comparable to other similarly titled measures used by other companies, even though they are widely used in the industry in which the Group operates. They are also not meant to be a replacement for measures of financial performance or financial position as prepared in accordance with IFRS.

Financial measures used to measure Group operating performance

The Alternative Performance Measures used by the Group are the following:

  • EBIT (Operating profit) adjusted: the operating result for the period net of the adjustment on operating income (expense).
  • EBITDA: EBIT (operating profit) before depreciation and amortisation of intangible and tangible fixed assets and leased assets.
  • EBITDA adjusted: EBITDA as defined below, net of the adjustment on operating income (expense), less the amortisation of purchase price allocation from Merger & Acquisition activity.
  • Group net profit adjusted: the result for the period attributable to the Group before adjustment on operating income (expense), before the relevant taxation effect and before other positive/negative tax adjustments for the period.

The adjustments impacting the APMs reported above relate to certain transactions or events identified by the Group as adjustment components for the operating result, such as:

  • capital gains (losses) on the disposal of businesses/buildings;
  • impairment on tangible and intangible assets;
  • strategic multi-year restructuring and reorganisation programme costs;
  • ancillary expenses associated with acquisitions/disposals of businesses/buildings or companies;
  • P&L impact of purchase price allocation from Merger & Acquisition activity (such as amortisation);
  • Effects of the exclusion and inclusion of Ariston Thermo Russia LLC from the perimeter;
  • tax adjustments: the tax effects of transactions or events identified by the Group as components adjusting the taxation for the period related to events covering a single period or financial year, such as:
    • tax effects of Adjustment on operating income (expense) positive/negative taxation effects associated with the adjustment on operating income (expense);
    • reversal of non-recurring taxation effect non-recurring positive/(negative) taxation effects.

For a detailed reconciliation of the items that had an impact on the alternative performance measures referred to above in the current and comparison years, see the appendix at the end of this section.

  • Net operating working capital, calculated as the algebraic sum of:
    • trade receivables, which includes supplier debit balances;
    • inventories;
    • trade payables, which includes customer credit balances.

For a detailed reconciliation of the net operating working capital, see the appendix at the end of this section.

  • Net Financial Indebtedness adjusted: calculated as the algebraic sum of:
    • Net Financial Indebtedness ;
    • Put and call liability;
    • Escrow accounts;
    • Positive Mark to Market.

Full reconciliation with Net Financial Indebtedness is provided in paragraph 4.5.6.

• Days Sales Outstanding: Trade receivables net of advances going back to absorb gross revenue without VAT.

Refer to paragraph 4.5.3 for further information.

• Days Payables Outstanding: Costs and capital expenditure (Capex) going back to cover accounts payable.

Refer to paragraph 4.5.3 for further information.

• Free cash flow: cash flow that measures the Group's self-financing capacity on the basis of cash flows from Operating activities, capital expenditure, IFRS16 lease payments, and other changes.

Refer to paragraph 4.5.5 for reconciliation and further information.

  • Net last-twelve-months revenue: calculated as the sum of the total net revenue from the past 12 months of the reference period.
  • Organic change: calculated by excluding both the impact of currency movement against the euro (expressed at monthly average exchange rates for the same period in the previous year) and the effects of business acquisitions and disposals.

Specifically:

  • the exchange rate effects are calculated by converting the figures for the current period at the exchange rates applicable in the comparative period of the previous year;
  • the results attributable to businesses acquired during the current year are excluded from organic change for 12 months from the date on which the transaction is closed;
  • the results attributable to businesses acquired during the previous year are included in full in the figures for the previous year as from the closing date of the transaction, and are only included in the current period's organic change 12 months after their conclusion;
  • the results from business disposals during the previous year are wholly excluded from the figures for that year and, therefore, from organic change;
  • the results from business disposals during the current year are excluded from the figures for the previous year from their corresponding date of disposal or termination.

The percentage organic and perimeter change is the ratio of the absolute value of the organic/perimeter change, calculated as described above, to the absolute value of the measure in question for the previous period under comparison.

Refer to paragraphs 4.5.2 and 4.5.3 for further information.

Appendix of Alternative Performance Measures

EBITDA, operating profit (EBIT), and Group Net profit were adjusted to take into account the items shown in the table below.

For the six
months ended
June 30, 2025
For the six
months ended
June 30, 2024
A EBIT (Operating profit) 89.2 -3.6
B Adjustment on operating income (expense) on EBIT 23.3 -60.6
C EBIT (Operating profit) adjusted (A-B) 65.9 57.0
D Depreciation and amortization 68.9 68.0
E EBITDA (A+D) 158.1 64.4
F Adjustment on operating income (expense) on EBITDA 33.6 -48.8
G EBITDA adjusted (E-F) 124.5 113.2
H Financial income/(expenses) -17.9 -25.4
I Profit/(loss) on investments -3.6 0.0
J Taxes -8.6 -3.0
K Net profit attributable to non-controlling Interests 0.3 -0.1
L Group Net profit (A+H+I+J+K) 58.7 -31.9
M Adjustment on financial income (expense) 0.0 7.1
N Tax adjustments 3.1 -6.7
O Group Net profit adjusted (L+M+N-B) 38.6 29.2

The adjustments are summarised in the table below:

For the six months ended June 30, 2025 EBITDA EBIT Group Net
profit
€ million € million € million
GAAP measures (EBIT and Group Net profit) / APM (EBITDA) 158.1 89.2 58.7
Strategic multi-year restructuring and reorganization programme costs 7.1 7.1 7.1
Ancillary expenses associated with acquisitions/disposals of 0.9 0.9 0.9
business/building or companies
Gain on bargain purchases -41.3 -41.3 -41.3
Flash flood costs net of insurance reimbursement -0.3 -0.3 -0.3
P&L impact of purchase price allocation from Merger & Acquisition activity - 10.3 10.3
(such as amortization)
Tax adjustments (ie tax impact on the above adjs) - - 3.1
Total adjustments -33.6 -23.3 -20.2
Alternative Performance Measure adjusted 124.5 65.9 38.6
For the six months ended June 30, 2024 EBITDA EBIT Group Net
profit
€ million € million € million
GAAP measures (EBIT and Group Net profit) / APM (EBITDA) 64.4 -3.6 -31.9
Strategic multi-year restructuring and reorganization programme costs 1.9 1.9 1.9
Ancillary expenses associated with acquisitions/disposals of
business/building or companies
1.3 1.3 1.3
Deconsolidation impacts of Ariston Thermo Russia 45.7 45.7 45.7
Flash flood costs net of insurance reimbursement -0.1 -0.1 -0.1
P&L impact of purchase price allocation from Merger & Acquisition activity
(such as amortization)
- 11.8 11.8
Recycling Russia's CTA for the deconsolidation of Ariston Thermo Russia - - 7.1
Tax adjustments (ie tax impact on the above adjs) - - -6.7
Total adjustments 48.8 60.6 61.0
Alternative Performance Measure adjusted 113.2 57.0 29.2

The reconciliation of the net operating working capital is summarised in the table below:

As at 30
June 2025
As at 31
December 2024
As at 30
June 2024
Trade receivables as reported 350.3 333.9 334.8
Supplier debit balances* 3.7 5.0 4.8
Trade receivables in the Net operating working capital 354.0 338.9 339.6
Trade payables as reported (457.4) (444.2) (414.7)
Customer credit balances** (13.0) (29.8) (16.0)
Trade payables in the Net operating working capital (470.4) (474.0) (430.7)
Inventories 519.4 470.4 565.5
Net operating working capital 403.0 335.4 474.4

*Supplier debit balances are included in 'Other current assets' within the Consolidated statement of financial position

**Customer credit balances are included in 'Other current liabilities' within the Consolidated statement of financial position

4.7 Investor information

Ariston Group got listed on Euronext Milan, the Italian stock exchange, on 26 November 2021, with ticker symbol ARIS and an offer price of € 10.25 per share.

The IPO was the biggest of the year in the Italian market; it was structured as a € 300 million capital increase coupled with the net sale of 52,925,000 ordinary shares by the founding family after the end of the stabilization period, with a partial exercise of the over-allotment option.

Pursuant to applicable EU regulations, the Netherlands are the home member state of Ariston Holding N.V.

Regulated information is stored using the "1info SDIR" repository (www.1info.it) authorised by Italy's market authority CONSOB, as well as filed with the AFM (Dutch Authority for the Financial Markets).

The Group interacts with the financial community through both one-to-one and group meetings with investors and financial analysts, with the participation of the Investor Relations function - along with members of top management on select occasions - on digital platforms and in person.

Distribution payment

On 3 June 2025, the Annual General Meeting – approving a proposal from the Board of Directors – resolved the distribution proposal of € 0.08 per share for the year 2024, gross of withholding taxes, being equal to approximately 33% of the 2024 Group's adjusted net profit.

The distribution was paid on 25 June 2025, with an ex-coupon date of 23 June 2025 in accordance with the Italian Stock Exchange calendar, and a record date of 24 June 2025.

Buyback

On 3 June 2025, the Annual General Meeting authorised the Board, for a period of 18 months starting as at 3 June 2025, as the competent body to acquire:

  • fully paid-up Ordinary Shares to a maximum of 10% of the issued capital of the Company as immediately after 3 June 2025, for a price, excluding expenses, not lower than the nominal value of the shares and not higher than an amount equal to 10% above the average closing price of the Ordinary Shares on Euronext Milan over a period of five days preceding the day of the repurchase; and
  • such number of Ordinary Shares to be acquired by the Company as a result of the conversion of multiple voting shares into Ordinary Shares in accordance with the conversion provisions in the Company's articles of association for a price equal to the nominal value,

provided that the Company will not hold more Ordinary Shares in its own capital than a maximum of 50% of the issued capital of the Company.

5. Ariston Holding N.V. Half-Year Condensed Consolidated Financial Statements at 30 June 2025

INDEX

Consolidated primary statements

Half-Year Consolidated income statement 28
Half-Year Consolidated statement of other comprehensive income 29
Half-Year Consolidated statement of financial position 30
Half-Year Consolidated statement of cash flows 32
Half-Year Consolidated statement of changes in shareholders' equity 33

Notes to the Half-Year Condensed Consolidated Financial Statements

1. Corporate information 34
2. Significant events of the year 35
3. Basis of accounting preparation 36
5. Disclosure to the Financial Statements 41
5.1 Income Statement 41
5.2 Statement of Financial Position – Assets 47
5.3 Statement of Financial Position – Liabilities and Equity 57
5.4 Other information 63

Half-Year Condensed Consolidated Financial Statement

Half-Year Consolidated income statement

(Unaudited)

(in € million) notes For the six months
ended
ended
June 30, 2025
For the six months
June 30, 2024
REVENUE AND INCOME
Net revenue 1.1 1,291.8 100.0% 1,274.4 100.0%
Other revenue and income 1.1 12.4 1.0% 27.1 2.1%
Revenue and Income 1.1 1,304.2 101.0% 1,301.6 102.1%
OPERATING EXPENSES
Change in inventories 1.2 -23.9 -1.9% 19.9 1.6%
Purchase of raw materials, consumables and goods for 1.2 601.8 46.6% 561.6 44.1%
resale
Services 1.3 240.0 18.6% 234.4 18.4%
Personnel 1.4 331.9 25.7% 339.5 26.6%
Depreciation and amortisation 2.1/2.2 68.9 5.3% 68.0 5.3%
Addition and release of provisions 1.5 25.4 2.0% 28.7 2.3%
Write-downs of Intangible Assets and PPE 0.3 0.0% 0.2 0.0%
Other operating expenses 11.9 0.9% 52.8 4.1%
Gain on bargain purchases 2.1.1 -41.3 -3.2% 0.0 0.0%
Operating expenses 1,215.0 94.1% 1,305.1 102.4%
OPERATING PROFIT (EBIT) 1.6 89.2 6.9% -3.7 -0.3%
FINANCIAL INCOME AND EXPENSE
Financial income 1.7 3.5 0.3% 5.7 0.4%
Financial expense 1.8 -21.3 -1.6% -24.4 -1.9%
Exchange rate gains/losses 1.9 -0.1 0.0% -6.7 -0.5%
Financial Income and Expense -17.9 -1.4% -25.4 -2.0%
PROFIT (LOSS) ON INVESTMENTS
Profit (loss) on investments -3.6 -0.3% 0.0 0.0%
PROFIT BEFORE TAX 67.7 5.2% -29.0 -2.3%
TAXES 8.6 0.7% 3.0 0.2%
12.8%
PROFIT (LOSS) FROM CONTINUING OPERATIONS 59.1 4.6% -32.0 -2.5%
NET PROFIT 59.1 4.6% -32.0 -2.5%
Net profit attributable to non-controlling Interests 0.3 0.0% -0.1 -0.1%
Net profit attributable to the Group 58.7 4.5% -31.9 -2.5%
Basic earnings per share (€) 1.10 0.16 -0.09
Diluted earnings per share (€) 1.10 0.16 -0.09

Half-Year Consolidated statement of other comprehensive income

(in € million) notes For the six
months ended
June 30, 2025
For the six
months ended
June 30, 2024
NET PROFIT 3.1 59.1 -32.0
Items that will not be reclassified to the income statement
Actuarial gains (losses) (*) 3.1 0.7 3.1
Sub-total of items that will not be reclassified to the income statement 0.7 3.1
Items that may be reclassified to the income statement
Gains (losses) from the translation of financial statements 3.1 -30.4 -10.8
Net gains (losses) under cash flow hedge reserve (*) 3.1 -2.6 9.9
Sub-total of Items that may be reclassified to the income statement -33.0 -0.9
Total other gains (losses) net of taxes -32.3 2.2
TOTAL COMPREHENSIVE INCOME 26.8 -29.8
Attributable to:
- Group 26.5 -29.7
- Non-controlling Interests 0.3 -0.1

(*) Tax effect included

(Unaudited)

Half-Year Consolidated statement of financial position

(Unaudited)
(in € million) notes At June 30, 2025 At December 31,
2024
ASSETS
NON-CURRENT ASSETS
Intangible assets
Goodwill 2.1 889.4 897.8
Other intangible assets 2.1 600.2 603.4
Total intangible assets 2.1 1,489.6 1,501.2
Property, plant and equipment
203.0
Land and buildings excluding ROU
Land and buildings ROU
217.0
54.2
60.9
Land and buildings 2.2 271.1 264.0
Plant and machinery excluding ROU 161.9 158.2
Plant and machinery ROU 1.0 1.1
Plant and machinery 2.2 163.0 159.2
Other property, plant and equipment excluding ROU 161.3 187.1
Other property, plant and equipment ROU 39.1 38.2
Other property, plant and equipment 2.2 200.3 225.3
Total property, plant and equipment 2.2 634.4 648.5
5.1
Investments in associates & Joint ventures
Deferred tax assets
8.3
124.6
122.1
Financial assets 2.6 5.1
Other non-current assets 6.7 7.0
Non-current tax receivables 1.1 1.0
Total non-current assets 2,267.3 2,290.2
CURRENT ASSETS
Inventories 2.3 519.4 470.4
Trade receivables 2.4 350.3 333.9
Tax receivables 39.4 39.9
Current financial assets 17.5 18.4
Other current assets 2.5 64.0 62.8
Cash and cash equivalents 2.6 216.7 350.8
Total current assets 1,207.1 1,276.1
ASSETS HELD FOR SALE 0.3 0.3
TOTAL ASSETS 3,474.8 3,566.5

Half-Year Consolidated statement of financial position

(in € million) notes At June 30,
2025
At December 31,
2024
LIABILITIES AND EQUITY
NET EQUITY
Share capital 3.1 46.5 46.5
Share premium reserve 3.1 711.3 711.3
Retained earnings and other reserves 3.1 608.3 665.5
Net profit attributable to the Group 3.1 58.7 2.5
Net equity attributable to the Group 3.1 1,424.8 1,425.8
Non-controlling interests and reserves -1.1 -0.5
Net profit attributable to non-controlling interests 0.3 -0.2
Net equity attributable to non-controlling interests -0.7 -0.7
Net equity 3.1 1,424.1 1,425.1
NON-CURRENT LIABILITIES
Deferred tax liabilities 207.0 208.7
Non-current provisions 3.2 67.1 69.6
Post employment benefits 82.6 85.0
Non-current financing 3.3 747.0 800.1
Other non-current liabilities 3.4 8.5 24.0
Non-current tax liabilities 1.2 3.9
Total non-current liabilities 1,113.5 1,191.2
CURRENT LIABILITIES
Trade payables 3.5 457.4 444.2
Tax payables 42.8 53.4
Current provisions 3.6 65.5 62.8
Current financial liabilities 3.7 42.5 46.8
Current loans 3.3 98.4 101.3
Other current liabilities 3.8 230.6 241.9
Total current liabilities 937.2 950.2
LIABILITIES DIRECTLY ASSOCIATED WITH THE ASSETS HELD FOR SALE 0.0 0.0

Half-Year Consolidated statement of cash flows

(Unaudited)

(in € million)
notes For the six
months ended
June 30, 2025
For the six
months ended
June 30, 2024
CASH FLOW FROM OPERATING ACTIVITIES
1 NET PROFIT 3.1 59.1 -32.0
2 - Taxes 8.6 3.0
3 - Income and expense from financing and investment activities From 1.7 to 1.9 21.5 25.4
4 - Depreciation and amortisation excluding ROU 2.1/2.2 52.1 52.5
5 - Depreciation ROU 2.2 16.8 15.5
6 - Provisions 1.5 25.4 28.7
7 - Other adjustments 0.3 0.2
8 = GROSS OPERATING CASH FLOW (+1+2+3+4+5+6+7) 183.9 93.3
9 - Change in trade receivables 2.4 -11.9 15.0
10 - Change in inventories 2.3 -24.3 21.6
11 - Change in trade payables 3.5 -7.3 -87.6
12 - Change in other short-term assets/liabilities -44.7 35.9
13 - Change in provisions -32.2 -30.5
14 - Tax paid -21.7 -19.2
15 = NET OPERATING CASH FLOW (+8+9+10+11+12+13+14) 41.8 28.5
CASH FLOW FROM INVESTMENT ACTIVITIES
16 - Investments in intangible assets 2.1 -14.0 -11.3
17 - Investments in property, plant and equipment (PPE) 2.2 -24.1 -16.9
18 - Business combinations 2.1.1 -6.4 -19.9
19 - Investments in financial assets -10.4 -2.8
20 - Change in the scope of consolidation 2.6 0.7
21 - Proceeds from sale of intangible assets and PPE 2.1/2.2 0.2 0.4
22 - Interest received 2.2 11.7
23 = CASH FLOW FROM INVESTMENT ACTIVITIES
(+16+17+18+19+20+21+22)
-49.9 -38.1
CASH FLOW FROM FINANCING ACTIVITIES
24 - Financial expense paid -19.3 -27.3
25 - Financial expense pursuant to IFRS16 -1.9 -1.7
26 - Other inflows (outflows) of cash classified as financing activities 1.9 0.6 1.1
27 - Increase/decrease in short-term financial payables 3.3 -8.6 -20.7
28 - New loans 3.3 8.2 -0.3
29 - Loans repayment 3.3 -66.6 -75.9
30 - Distribution payment / Dividends 3.1 -29.5 -63.1
31 - Capital and reserves increase/distribution 0.0 0.0
32 - Proceeds from issue of ordinary shares 0.0 0.0
33 - Buyback/sale of treasury shares 0.0 0.0
34 = CASH FLOW FROM FINANCING ACTIVITIES (24+ / +33) -117.1 -187.9
35 = CASH FLOW FROM CONTINUING OPERATIONS (16+23+34) -125.2 -197.6
36 = CASH FLOW FROM DISCONTINUED OPERATIONS 0.0 0.0
37 = TOTAL CASH FLOW (35+36) -125.2 -197.6
38 Effect of changes in exchange rates -8.7 -1.5
39 = TOTAL MOVEMENT IN CASH AND CASH EQUIVALENTS (+37+38)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
-133.9 -199.1
40 PERIOD 345.2 440.0
41 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
(+39+40)
211.3 240.9

Half-Year Consolidated statement of changes in shareholders' equity

(Unaudited)

CHANGES IN
NET EQUITY
(in € million)
Notes Share
capital
Treasury
shares
Share
premium
reserve
Legal
reserve
Stock
based
incentive
plans
reserve
Reserve
for
gains/losses
in equity
Actuarial
gains
(losses)
Retained
earnings
(losses)
and
other
reserves
Net
profit
Net equity
attributable
to the
Group
Net equity
attributable
to non
controlling
interest
Net
Equity
Balances as at
31 December
2024
3.1 46.5 -22.1 711.3 37.0 4.0 -4.4 -23.5 674.5 2.5 1,425.8 -0.7 1,425.1
Net profit 58.7 58.7 0.3 59.1
Other
comprehensive
income (loss)
-2.6 0.7 -30.4 -32.3 -32.3
Total
comprehensive
income
-2.6 0.7 -30.4 58.7 26.5 0.3 26.8
Consolidated
profit allocation
2.5 -2.5 0.0 0.0
Distribution
payment
3.1 -29.5 -29.5 -29.5
Share-based
payments
3.1 0.7 0.3 0.8 1.7 1.7
Other changes 3.1 -3.4 3.7 0.3 -0.3 0.0
Balances as at
30 June 2025
3.1 46.5 -21.4 711.3 33.6 4.3 -7.0 -22.8 621.6 58.7 1,424.8 -0.7 1,424.3
CHANGES IN
NET EQUITY
(in € million)
Notes Share
capital
Treasury
shares
Share
premium
reserve
Legal
reserve
Stock
based
incentive
plans
reserve
Reserve
for
gains/losses
in equity
Actuarial
gains
(losses)
Retained
earnings
(losses)
and
other
reserves
Net
profit
Net equity
attributable
to the
Group
Net equity
attributable
to non
controlling
interest
Net
Equity
Balances as at
31 December
2023
3.1 46.5 -14.8 711.3 30.8 9.0 -1.6 -23.9 554.0 191.2 1,502.6 -0.1 1,502.5
Net profit -31.9 -31.9 -0.1 -32.0
Other
comprehensive
income (loss)
9.9 3.1 -10.8 2.2 2.2
Total
comprehensive
income
9.9 3.1 -10.8 -31.9 -29.7 -0.1 -29.8
Recycling
Russia's CTA
7.1 7.1 7.1
Consolidated
profit allocation
3.1 191.2 -191.2 0.0 0.0
Payment of
dividends
-63.1 -63.1 -63.1
Share-based
payments
4.5 -4.2 2.9 3.3 3.3
Other changes 1.4 2.4 3.8 -0.4 3.4
Balances as at
30 June 2024
3.1 46.5 -10.3 711.3 32.2 4.8 8.3 -20.8 683.8 -31.9 1,423.9 -0.6 1,423.4

Notes to the Half-Year Condensed Consolidated Financial Statements

1. Corporate information

Ariston Holding N.V. (hereafter also the "Parent Company") is a Company listed in Euronext Milan, Italy, having its statutory seat in The Netherlands and enrolled in the Chamber of Commerce – KVK – of Amsterdam (CCI no.83078738, RSIN no. 862717589, Establishment no. 000049275437, VAT Code: 01527100422, Fiscal Code 00760810572), with a secondary office in Via Broletto 44, Milano I-20121.

The major business operations of the Group and of the Ariston Holding N.V. are in Italy and for that reason the Company has established a secondary seat with a permanent representative office, within the meaning of article 2508 of the Italian Civil Code.

The Parent Company's primary purpose is to be a holding company and, with it, the management and coordination of a series of business processes for all the subsidiaries of the Group (hereinafter the "subsidiaries"). The Group, with its subsidiaries, is active in the business of the production and distribution of hot water and space heating and service solutions with a cutting-edge technology serving market all around the world.

As at 30 June 2025, voting rights are as follows (not including 1.19% of treasury shares): Merloni Holding S.p.A. 79.58%, Amaranta S.r.l. 10.85% (equating to 66.83% of the share capital), Centrotec SE 3.33%, while the market is entitled for 6.24%.

The issued share capital of the Company is held by Merloni Holding S.p.A. for 58.87%, Amaranta S.r.l. for 7.96%, Centrotec SE for 11.12%, the market for 20.87% and for 1.19% Ariston Holding N.V. (treasury shares).

The Half-Year Condensed Consolidated Financial Statements of Ariston Group for the period ending 30 June 2025 were approved on 31 July 2025 by the Board of Directors of the Parent Company and authorised for issue.

The Half-Year Condensed Consolidated Financial Statements comprise the following: income statement, statement of other comprehensive income, statement of financial position, statement of cash flows, statement of changes in shareholders' equity (in euro million) and these notes to the financial statements.

The statement of cash flows has been prepared using the "indirect method" and shows the changes that occurred, during the period, in the "short-term financial position" which measures the cash and cash equivalents (short-term and high liquidity financial investments promptly convertible and not subject to the risk of change in value), classifying the financial flows according to their origins, from operating activities, investments or financing.

The Half-Year Condensed Financial Statements have been prepared in euro, the currency used in most of the Group's transactions. Transactions with foreign companies are included in the consolidated financial statements in compliance with the standards.

2. Significant events of the year

Significant events during the half-year relating to corporate actions, acquisitions agreements and other significant events impacting the results are reported in a dedicated section in the Director's report of this Half-Year Report. The main events are:

  • the acquisition of of DDR Heating, a manufacturer specializing in tubular electric heaters for professional and industrial applications based in Michigan;
  • Presidential Decree No. 176 of the Russian Federation, issued on 26 March, which reinstated Ariston Holding N.V. into the possession and full management of the shares of its Russian subsidiary, Ariston Thermo Rus LLC;
  • on 26 June, the acquisition of 80% of the shares of Z.R.E. S.r.l., a leading Italian manufacturer of industrial electric heating solutions.

3. Basis of accounting preparation

The Half-Year Condensed Consolidated Financial Statements for the six months ended 30 June 2025 have been prepared in compliance with IAS 34 - Interim Financial Reporting.

The Half-Year Condensed Consolidated Financial Statements were prepared based on the going concern principle, on the cost basis and taking any value adjustments into account where appropriate, this is with the exception of statement of financial position items, such as financial instruments, that, under the IFRS, must be recognised at fair value and except in cases in which the IFRS allow a different valuation criterion to be used. The carrying amount of assets and liabilities subject to fair value hedging transactions, which would otherwise be recorded at cost, has been adjusted to take account of the changes in fair value attributable to the risk being hedged.

The preparation of the Half-Year Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities as well as the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management's best judgment at the date of these Half-Year Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section "Significant accounting judgements, estimates and assumptions" in the Group's annual consolidated financial statements for a detailed description of the more significant valuation procedures used by the Group.

Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual consolidated financial statements, when all the related information necessary is available, other than in the event that there are indications of impairment, in which case an immediate assessment is required.

The Half-Year Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual consolidated financial statements at 31 December 2024, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and IFRS as endorsed by the European Union.

i. Principles of consolidation

The Half-Year Condensed Consolidated Financial Statements include the financial statements of the Parent Company and of the Italian and foreign subsidiaries.

These accounting statements, based on the same financial year as the Parent Company and drawn up for the purposes of consolidation, have been prepared in accordance with the international accounting standards adopted by the Group. Joint ventures and associates are consolidated applying the equity method.

ii. Form and content

In accordance with the format selected by the Ariston Group, the statement of income statement has been classified by nature, and the statement of financial position is based on a distinction between current and non-current assets and liabilities.

We consider that this format will provide a more meaningful representation of the items that have contributed to the Group's results and its assets and financial position.

iii. Basis of consolidation

Compared to 31 December 2024, the perimeter is changed due to the following transaction:

  • On 31 January, Ariston Group acquired the 100% of shares of the Italian entity 'Clima Techno Service S.r.l.'. The acquisition was performed by the Italian entity 'Ariston S.p.A.'. Refer to 'Note 2.1.1 – Business combinations' for further details. 'Clima Techno Service S.r.l.' is included in the Ariston Group's perimeter starting from the acquisition date.
  • On 13 March, Ariston Group acquired the 100% of shares of the American entity 'DDR Heating Inc.'.

The acquisition was performed by the American entity 'Ariston Holding USA LLC'. Refer to 'Note 2.1.1 – Business combinations' for further details. 'DDR Heating Inc.' is included in the Ariston Group's perimeter starting from the acquisition date.

  • On 26 March 2025, Presidential Decree No. 176 of the Russian Federation reinstated Ariston Holding N.V. into the possession and full management of the shares of its Russian subsidiary, Ariston Thermo Rus LLC. This follows the temporary transfer of the subsidiary to external management under Gazprom Bytovie Sistemy (a subsidiary of the Gazprom Group) as mandated by Presidential Decree No. 294, issued on 26 April 2024. The new decree formally nullifies Subparagraph "a" of Paragraph 1 of Decree No. 294, effectively restoring Ariston Group's full ownership and operational control over Ariston Thermo Rus LLC. With the issuance of Decree No. 176, Ariston Group has re-acquired control over Ariston Thermo Rus LLC. Therefore, Ariston will need to proceed with line-by-line consolidation of the company in accordance with IFRS 10 (par. 7 – par. B80-85).

Ariston Group considers the reconsolidation date the 1 April 2025.

  • In May 2025, the Spanish subsidiary 'Wolf Iberica Climatización Y Calefacción' merged by incorporation into 'Ariston Iberica S.L.' with retroactive accounting effects as from 1 January 2025.
  • On 26 June, Ariston Group acquired the 80% of shares of the Italian entity 'Z.R.E. S.r.l.'. The acquisition was performed by the Italian entity 'Thermowatt S.p.A.'. Refer to 'Note 2.1.1 – Business combinations' for further details. 'Z.R.E. S.r.l.' is included in the Ariston Group's perimeter starting from the acquisition date.

The table 'List of companies as at 30 June 2025' at the end of this document reports all entities included in the basis of consolidation as at 30 June 2025.

Consolidation of foreign companies

All assets and liabilities of foreign companies in a functional currency other than the euro, falling within the consolidation area, are converted using the exchange rates in effect at the reference date of the financial statements (current exchange rate method). Income and expenses are converted at the average exchange rate for the period. Should it be possible to identify the specific exchange rate for individual transactions, these items are converted at the related spot rate.

The differences in the exchange rates on assets and liabilities of foreign companies in currencies other than the euro arising from application of this method are recognised in the OCI and under equity until the shareholding is transferred. Goodwill and adjustments to the fair values generated by the acquisition of a foreign company, are recognised in their currency and converted using the exchange rate at the end of the reporting period.

The following table contains the exchange rates against the euro applied in the translation of financial statements expressed in another currency: (exchange rate = euro/currency).

2025 2024
Average Exch. Rate Average Exch. Rate
exch. Rate at 30.06 exch. Rate at 30.06
Currency
Emirati Dirham AED 3.98233 4.30420 3.97303 3.93140
Argentine Peso ARS 1,391.43930 1,391.43930 975.38830 975.38830
Canadian Dollar CAD 1.53815 1.60270 1.46865 1.46700
Swiss Franc CHF 0.94185 0.93470 0.96306 0.96340
Chinese Renminbi CNY 7.95420 8.39700 7.79542 7.77480
Czech Koruna CZK 25.00310 24.74600 25.02118 25.02500
Danish Crown DKK 7.46077 7.46090 7.45809 7.45750
Egyptian Pound EGP 53.37177 58.31940 45.42357 51.40800
English Sterling GBP 0.84110 0.85550 0.85467 0.84638
Hungarian Forint HUF 404.78769 399.80000 389.86225 395.10000
Indonesian Rupiah IDR 17,969.05169 19,021.03000 17,240.50564 17,487.21000
Indian Rupiah INR 94.53213 100.56050 89.90798 89.24950
Kazakhstani Tenge KZT 560.92497 609.31000 484.59980 501.69000
Morocco Dirham MAD 10.45680 10.58200 10.84712 10.65500
Mexican Peso MXN 21.71127 22.08990 18.49930 19.56540
Nigerian Naira NGN 1,599.95849 1,803.98930 1,643.00000 1,613.93933
Polish Zloty PLN 4.22072 4.24230 4.33061 4.30900
Romanian New Leu RON 5.00610 5.07850 4.97460 4.97730
Russian Rubles RUB 93.99679 91.98310 98.18691 91.47920
Singapore Dollar SGD 1.44817 1.49410 1.45637 1.45130
Tunisian Dinar TND 3.35283 3.39170 1.46865 3.36610
Ukrainian Hryvnia UAH 45.77252 48.98560 42.28380 43.26580
US Dollar USD 1.08947 1.17200 1.08069 1.07050
Vietnam Dong VND 28,375.01654 30,583.00000 27,045.74758 27,250.00000
Israeli New Shekel ILS 3.91476 3.94920 3.99161 4.02000
Serbian Dinar RSD 117.22613 117.18090 117.14006 117.10520
Australian Dollar AUD 1.72840 1.79480 1.64133 1.60790
South African Rand ZAR 20.04224 20.84110 20.20499 19.49700

4. Changes in accounting standards

The accounting policies adopted in the preparation of the Half-Year Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2024, except for the adoption of new standards effective as at 1 January 2025. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in 2025, but do not have an impact on the Half-Year Condensed Consolidated Financial Statements of the Group.

a. Summary of the new accounting standards adopted by the Group from 1 January 2025

As from 1 January 2025 the following amendments of accounting standards have become applicable to the Group:

Lack of Exchangeability – Amendments to IAS 21

On 15 August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21). The amendments clarify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when there is no exchangeability, as well as require the disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable.

The new amendments are effective on 1 January 2025 and they had no impact on the Consolidated Financial Statements of the Group.

b. Accounting standards, amendments and interpretations issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's Half-Year Condensed Consolidated Financial Statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

On 31 May 2024, the amendments clarify that a financial liability is derecognised on the 'settlement date' and introduce an accounting policy choice to derecognise financial liabilities settled using an electronic payment system before the settlement date. Other clarifications include the classification of financial assets with ESG linked features via additional guidance on the assessment of contingent features. Clarifications have been made to non-recourse loans and contractually linked instruments. Additional disclosures are introduced for financial instruments with contingent features and equity instruments classified at fair value through OCI.

The amendments are effective for annual periods starting on or after 1 January 2026. The Group is evaluating the potential impact from the adoption of these amendments.

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 — Presentation and Disclosure in Financial Statements, which introduces new concepts relating to: (i) the structure of the statement of profit or loss, (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (management-defined performance measures), and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

The standard is effective on or after 1 January 2027. The Group is evaluating the potential impact from the adoption of this standard.

IFRS 19 - Subsidiaries without Public Accountability: Disclosures

In May 2024, the IASB issued IFRS 19 — Subsidiaries without Public Accountability: Disclosures, which permits eligible subsidiaries to use IFRS accounting standards with reduced disclosures better suited to the needs of the users of their financial statements, as well as to keep only one set of accounting records to meet the needs of both their parent company and the users of their financial statements.

The standard is effective on or after 1 January 2027 and earlier application is permitted. The standard will have no impact on the Group's Consolidated Financial Statements.

Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7

On 18 December 2024 the IASB issued amendments to improve the reporting by companies of the financial effects of nature-dependent electricity contracts that are often structured as power purchase agreements (PPAs). Nature-dependent electricity contracts assist companies to secure their electricity supply from wind and solar power sources. Since the amount of electricity generated under these contracts may vary based on uncontrollable factors related to weather conditions, current accounting requirements may not adequately capture how these contracts affect a company's performance. In response, the IASB has made targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures to improve the disclosure of these contracts in the financial statements. The amendments include:

  • Clarifying the application of the 'own-use' requirements;
  • Permitting hedge accounting if these contracts are used as hedging instruments; and
  • Adding new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.

These amendments are effective for annual reporting periods beginning on or after 1 January 2026. Early application of the amendments is permitted. The Group is evaluating the potential impact from the adoption of this standard.

5. Disclosure to the Financial Statements

5.1 Income Statement

Note 1.1 – Revenue and Income

During the first half 2025, the Group recorded revenue of € 1,291.8 million, compared to € 1,274.4 million in the previous year, with an increase of € 17.4 million (+1.4%).

Revenue item can be broken down as follows:

Revenue and Income
(in € million)
30.06.2025 30.06.2024
Revenue from sales 1,194.1 1,179.2
Revenue from services 91.1 88.5
Other revenue 6.5 6.7
Net revenue 1,291.8 1,274.4
Other revenue and income 12.4 27.1
Total 1,304.2 1,301.6

"Other revenue and income" totalled € 12.4 million as at 30 June 2025 and € 27.1 million as at 30 June 2024, down by € 14.7 million. It is represented by items that do not directly refer to the production activities of the Group but are all the same connected to the core business.

They include income related to no longer due payables, the gains on the disposal of fixed assets and other income.

Segment information

For management purposes, the Group is organised into three business divisions (representing the three CGUs Thermal Comfort, Burners and Components), however from a segment reporting perspective, the Group discloses a unique reportable segment, in accordance with what provides the principle IFRS 8 – Operating Segments.

Revenue by business line

Thermal Comfort. It serves the Group's three main business categories, Hot Water, Heating and Air Treatment, and represents the Group's largest division, recording revenue in the first half of 2025 for € 1,203.4 million (93.2% of total revenues) compared to € 1,190.1 million in the first half of 2024 (93.4% of total revenues), up by € 13.3 million or 1.1% (of which 3.0% organic and foreign exchange impact).

On 26 March 2025, the Ariston Group regained control of Ariston Thermo Rus LLC, which has been included in the Group's consolidation perimeter starting from April 2025. The revenue generated by Ariston Thermo Rus LLC in H1 2024 (from 1 January to 26 April) amounted to € 28.1 million. The revenue for the first half of 2025 (from 1 April to 30 June) totalled € 19.8 million.

Burners. Recorded net revenue of € 42.4 million in the first half of 2025 (3.3% of total net revenues) compared to € 42.5 million of the first half of 2024 (3.3% of total revenues) with a decrease of € 0.1 million or -0.2% (of which -0.1% organic and foreign exchange impact).

Components. Recorded net revenue of € 46.0 million in the first half of 2025 (3.6% of total net revenues) compared to € 41.8 million (3.3% of total net revenues) in the first half of 2024, up by € 4.2 million or 10.0% (of which 5,7% organic and foreign exchange impact).

On 4 March 2025, the Ariston Group announced the acquisition of DDR Heating, a U.S. based manufacturer specializing in tubular electric heaters for professional and industrial applications. Since the date of acquisition, DDR Heating generated € 1.8 million in revenue. The organic revenue growth was driven by the recovery of the Domestic business, supported by improvements in the water heating market, and the Professional business, which benefited from a rebound in the Ho.Re.Ca. sector.

Net revenue by geographical area

Europe. It represents the Group's largest market, recording net revenue of € 929.8 million in the first half of 2025 (72.0% of total revenues) compared to € 913.5 million (71.7% of total revenues) in first half of 2024, up by € 16.2 million or 1.8% (of which 2.4% organic and foreign exchange impact). The increase was mainly driven by a restart in the renewable heating market in Germany, and improved performances in other countries.

On 26 March 2025, the Ariston Group regained control of Ariston Thermo Rus LLC, which has been included in the Group's consolidation perimeter starting from April 2025. In the first half of 2024, revenue from Ariston Thermo Rus LLC amounted to € 28.1 million, covering the period from 1 January to 26 April. In the first half of 2025, revenue totalled €19.8 million, referring to the period from 1 April to 30 June.

Asia, Pacific & MEA. It represents the second largest market for the Group, recording net revenue for € 234.1 million in the first half of 2025, or 18.1% of total revenues, compared to € 232.7 million, or 18.3% of total revenues, in first half of 2024, up by € 1.4 million or 0.6% (of which 4.2% organic and foreign exchange impact). The increase was driven by the positive water heating renewable market's trend in Australia and improved performances in water heating markets.

Americas. This is the Group's third largest market and reported revenue for € 127.9 million in the first half of 2025, or 9.9% of total net revenues, compared to € 128.1 million, or 10.1% of total net revenues, in the first half of 2024, with a decrease of € 0.2 million, or -0.2% (of which 4.5% organic and foreign exchange impact). The increase, net of exchange rate effects, was driven by strong performances in both the water heating and heating segments in North America.

Note 1.2 – Purchase cost of raw materials, consumables and goods for resale

As at 30 June 2025, the 'Purchase cost of raw materials, consumables and goods for resale' amounted to € 601.8 million, marking an increase of € 40.2 million compared to the same period in 2024.

The trend in purchases and inventory changes reflects a stable procurement efficiency, with the average ratio of raw materials consumed to revenue remaining substantially in line with the prior period, from 45.6% in June 2024 to 44.7% in June 2025.

Note 1.3 – Services

Costs for 'Services' amounted to € 240.0 million versus € 234.4 million at June 2024, increased by € 5.6 million, and can be detailed as follows:

Services
(in € million)
30.06.2025 30.06.2024
Logistics and transport 68.0 67.5
Sub-contracted work and maintenance 44.5 41.4
Rental and lease expenses 22.2 20.1
Utilities 18.3 16.9
Consulting services 18.3 17.3
Advertising and promotion 17.5 19.2
Bonuses and commissions 13.9 13.0
Travel expenses 12.5 13.5
Insurance 6.6 7.4
Directors and Statutory Auditors' Fees 6.3 5.8
Facilities management services 5.6 5.9
Other services 6.2 6.4
Total 240.0 234.4

Services are substantially in line in almost all items; however, the main variation is an increase of € 3.1 million in subcontracted work and maintenance costs, reflecting a slightly increase in production volumes.

As a percentage of net sales, they stood at 18.6%, in line with the 18.4% recorded in the first half of 2024.

Note 1.4 – Personnel

A breakdown of personnel costs by nature is shown in the table below:

Personnel
(in € million)
30.06.2025 30.06.2024
Wages and salaries 259.5 264.0
Social security costs 60.6 61.5
Provision for Employees severance indemnity 5.8 5.7
Provision for retirement benefits and other funds -0.2 1.6
Other personnel costs 6.1 6.7
Total 331.9 339.5

As at 30 June 2025, 'Personnel' costs amounted to € 331.9 million, reflecting a decrease of € 7.6 million compared to the same period in the previous year.

The decline in personnel expenses was primarily driven by a reduction in the number of employees, following cost-control initiatives aimed at streamlining operations and improving efficiency.

Within this total, 'Wages and salaries' amounted to € 259.5 million, compared to € 264.0 million as at 30 June 2024.

The line items 'Provision for Employee Severance Indemnity' and 'Provision for Retirement Benefits and Other Funds' include the net effect of accruals and releases recorded during the period.

As at 30 June 2025, the Group's workforce decreased from 10,576 as at 30 June 2024 to 10,400.

The headcount by category of employee as follow:

Headcount
(number of people)
30.06.2025 30.06.2024 Average Delta
Managers and white collars 5,516 5,793 5,655 -277
Blue collars 4,884 4,783 4,834 101
Total 10,400 10,576 10,488 -176

Note 1.5 – Addition and release of provisions

During 2025, 'Addition and release of provisions' were recognised for € 25.4 million versus € 28.7 million in the same period of 2024. In detail, provisions were split as follow:

Addition and release of provisions 30.06.2025 30.06.2024
(in € millions)
Product warranty provision 21.9 17.0
Provision for installation 1.5 1.2
Provision for restructuring 0.9 0.0
Provision for legal disputes -0.3 0.0
Bad debt provision -1.1 10.8
Other provisions 2.6 -0.2
Total 25.4 28.7

As at 30 June 2025, total provisions amounted to € 25.4 million, compared to € 28.7 million in the same period of the previous year. The overall decrease of € 3.3 million was mainly driven by a significant reduction in the Bad Debt Provision, partially offset by an increase in the Product Warranty Provision.

The Bad Debt Provision turned negative by € -1.1 million, reflecting net releases during the period. This was primarily the result of Improved collection performance, particularly in key markets; a reduction in exposure to high-risk receivables, thanks to tighter credit control and customer screening and the recovery of previously impaired receivables, which led to the reversal of provisions. This evolution reflects the Group's continued focus on working capital discipline and credit risk mitigation.

As a percentage of net revenues, total provisions accounted for 2.0%, down from 2.3% in the prior year. For further details about movements of the period, refer to 'Note 2.4 – Trade receivables' for Bad Debt Provision.

Note 1.6 – Operating profit

In June 2025 'Operating profit', amounted to € 89.2 million compared to € -3.6 million as at June 2024. The increase is explained by the variances exposed in the notes above.

Note 1.7 – Financial income

'Financial income' had a balance of € 3.5 million at the end June 2025, lower than the € 5.7 million registered at 30 June 2024. The item can be detailed as follows:

Financial income
(in € million)
30.06.2025 30.06.2024
Interest Income from bank 2.1 4.1
Employee benefits 1.1 1.3
State Green Programmes 0.1 0.1
Other financial income 0.2 0.2
Total 3.5 5.7

Interest income from the bank in the first half of 2025 decreased compared to the same period last year, due to lower market interest rates and reduced cash balances.

Note 1.8 – Financial expense

This item shows a balance of € 21.3 million at the end of June 2025 versus a balance of € 24.4 million as at 30 June 2024. The item can be detailed as follows:

Financial expense
(in € million)
30.06.2025 30.06.2024
Interest and other expenses due to bank 16.0 19.1
Employee benefits 2.4 2.8
Leases 1.9 1.7
Business Combinations 0.6 0.5
Other financial expense 0.3 0.4
Total 21.3 24.4

Compared to the previous year, 'Financial Expense' decreased by € 3.1 million. This reduction is primarily attributable to 'Interest and other expenses due to bank' reflecting both the decline in market interest rates and the early repayment of part of the medium-to-long-term debt, which contributed to a lower average level of financial debt during the period.

Note 1.9 – Exchange rate gains/losses

'Exchange rate gains/losses' show an overall negative balance of € 0.1 million which can be broken down as follows:

Exchange rate gains/losses
(in € million)
30.06.2025 30.06.2024
Exchange rate gains 1.7 3.1
Exchange rate losses -1.1 -1.9
Unrealised exchange rate gains 3.2 4.6
Unrealised exchange rate losses -3.9 -12.4
Total -0.1 -6.7

'Exchange rate gains and losses' includes the monetary changes on the accounting entries that were realised at the end of the reporting period; 'Unrealised exchange rate gains and losses' include the monetary changes that are not yet realised because they refer to transactions that were not closed at the end of the reporting period.

The results of the period were slightly negative and close to zero. The first half of 2024 was affected by the release of the foreign currency translation reserve of the Russian subsidiary as a result of the deconsolidation occurred after the Presidential Decree No. 294 26 April 2024 signed by Russian President.

Note 1.10 – Basic and diluted earnings per share

Basic earnings per share are determined as the ratio of the Group's portion of net profits for the year to the weighted average number of ordinary shares outstanding during the year. The Group's treasury shares are included in this calculation for the half-year 2025. Diluted earnings per share are determined taking the potential effect resulting from options allocated to beneficiaries of dilutive stock option plans into account in the calculation of the number of outstanding shares.

Basic earnings per share as at 30 June 2025 amounted to € 0.16 and are calculated by dividing the net profit for the year attributable to the ordinary shareholders of the Parent Company, of € 58.7 million, by the number of total shares– ordinary and multiple voting – outstanding during the period, that is 368,067,088.

Diluted earnings per share amounted to € 0.16 and are calculated by dividing the net profit for the year attributable to the ordinary shareholders of the Parent Company, of € 58.7 million, by the number of total shares and potential shares to be issued for the LTI plan which totalled 368,464,399.

Basic and diluted earnings per share are calculated as shown in the table below.

For the six
months
ended
30 June 2025
For the six
months
ended
30 June 2024
Net profit/loss attributable to ordinary shareholders € million 58.7 -31.9
Weighted average of ordinary and multiple voting shares outstanding number 368,067,088 370,561,934
Basic earnings per share 0.16 -0.09
Net profit attributable to ordinary shares outstanding net of dilution € million 58.7 -31.9
Weighted average of ordinary and multiple voting shares outstanding number 368,067,088 370,561,934
Potential shares to be issued for LTI plan number 397,311 451,313
Weighted average of ordinary and multiple voting shares outstanding net of dilution number 368,464,399 371,013,248
Diluted earnings per share 0.16 -0.09

Atypical or unusual transactions

During the half-year 2025, Ariston Group did not execute any atypical or unusual transactions.

5.2 Statement of Financial Position – Assets

Note 2.1 – Intangible assets

As at 30 June 2025, 'Intangible assets' amounted to € 1,489.6 million, decreased by a net € 11.6 million compared to 31 December 2024, net of the amortisation expense for the period of € 21.7 million, in addition to other changes.

The amortisation expense for the period is recognised under the appropriate item in the income statement.

Changes during the period are shown in the table below:

Intangible assets
(in € million)
Goodwill Other intangible
assets
Total
Cost net of accumulated impairment losses 897.8 801.7 1,699.5
Accumulated amortization -198.1 -198.1
As at 31.12.2024 897.8 603.4 1,501.2
Perimeter variation 2.0 0.1 2.0
Increases 0.0 14.0 14.0
Decreases 0.0 0.1 0.1
Remeasurements and Impairment 0.0 -0.1 -0.1
Amortisation 0.0 -21.7 -21.7
Exchange rate effect -10.4 -1.5 -11.8
Other 0.0 5.8 5.8
Total changes -8.4 -3.3 -11.6
Cost net of accumulated impairment losses 889.4 812.9 1,702.3
Accumulated amortization -212.7 -212.5
As at 30.06.2025 889.4 600.2 1,489.6

Changes during the prior half-year are shown in the table below:

Intangible assets
(in € million)
Goodwill Other intangible
assets
Total
Cost net of accumulated impairment losses 894.1 780.2 1,674.3
Accumulated amortization -161.8 -161.8
As at 31.12.2023 894.1 618.3 1,512.4
Increases 0.0 11.3 11.3
Decreases 0.0 -0.1 -0.1
Amortisation 0.0 -22.9 -22.9
Exchange rate effect -0.5 -1.0 -1.5
Other 0.6 0.4 1.0
Total changes 0.1 -12.3 -12.2
Cost net of accumulated impairment losses 894.2 789.1 1,683.3
Accumulated amortization -183.1 -183.1
As at 30.06.2024 894.2 606.0 1,500.2

The net total amount of the goodwill was € 889.4 million, versus € 897.8 million at 2024 year-end. This change is due to a € 2.0 million increase from perimeter variation and a negative exchange rate impact of € 10.4 million.

Intangible assets with an indefinite life are represented by goodwill and trademarks. The Group expects to obtain positive cash flow from these assets for an indefinite period of time. Goodwill and trademarks with an indefinite life are not amortised and the Group performed its annual impairment test at least one a year (namely in December) and when circumstances indicated that the carrying value may be impaired. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the note 2.1 - 'Intangible assets' (paragraph 6.2 - Statement of financial position – Assets) of the annual consolidated financial statements for the year ended 31 December 2024.

As at 30 June 2025, the Group has not identified any external or internal factors that may have triggered a substantial and negative impact on the recoverability of its goodwill and trademarks values.

The item 'Other intangible assets' can be detailed as follows:

Other intangible assets
(in € million)
30.06.2025 31.12.2024
Concessions, licenses, trademarks 234.6 235.5
Development costs 43.7 45.3
Software 39.7 34.4
Other 282.2 288.3
Total 600.2 603.4

Details of and changes in 'Other intangible assets' are the following:

Other intangible assets Development
costs
Software Concessions,
licenses and
trademarks
Other
intangible
assets
Total
(in € million)
Cost net of
accumulated 117.9 87.9 243.7 352.2 801.7
impairment losses
Accumulated
depreciation -72.5 -53.6 -8.3 -63.9 -198.1
As at 31.12.2024 45.3 34.4 235.5 288.3 603.4
Perimeter variation 0.0 0.1 0.0 0.0 0.1
Increases 0.8 0.5 0.0 12.7 14.0
Decreases 0.0 0.0 0.0 0.1 0.1
Remeasurements and
Impairment 0.0 -0.2 0.0 0.1 -0.1
Amortization -5.8 -6.9 -0.1 -8.9 -21.7
Exchange rate effect -0.1 -0.1 -0.8 -0.5 -1.5
Other 3.5 11.9 0.0 -9.6 5.8
Total changes -1.7 5.3 -0.9 -6.0 -3.3
Cost net of
accumulated 121.6 99.4 242.7 349.2 812.9
impairment losses
Accumulated
depreciation -77.8 -59.8 -8.2 -66.9 -212.7
As at 30.06.2025 43.7 39.7 234.6 282.2 600.2

Details of and changes in 'Other intangible assets' during the prior half-year are the following:

Other intangible
assets
(in € million)
Development
costs
Software Concessions,
licenses,
trademarks
Other Total
Cost net of accumulated
impairment losses
112.0 76.6 246.0 345.7 780.2
Accumulated amortization -63.5 -48.9 -7.8 -41.8 -161.8
As at 31.12.2023 48.4 27.7 238.3 303.8 618.3
Increases 0.5 0.5 0.0 10.3 11.3
Decreases -0.1 -0.1 0.0 0.1 -0.1
Amortisation -5.6 -7.1 -0.7 -9.6 -22.9
Exchange rate effect 0.0 -0.1 -0.6 -0.3 -1.0
Other 2.0 15.1 0.1 -16.7 0.4
Total changes -3.2 8.3 -1.2 -16.2 -12.3
Cost net of accumulated
impairment losses
114.0 91.9 245.2 338.1 789.1
Accumulated amortization -68.9 -56.0 -8.2 -50.3 -183.1
As at 30.06.2024 45.2 36.0 237.0 287.8 606.0

Since the trademarks have an indefinite useful life, it is subject to impairment test at least annually.

The change in 'Other' from the start of the period amounted to € -6.0 million and was primarily due to investments for the period and reclassification of other intangible assets in progress in other categories of assets not fully offset by € 8.9 million in amortisation for the period.

The other intangible assets have a definite useful life and are consequently amortised as necessary.

Development costs refer to products for which the return on investments occurs within a five-year period, on average. The capitalised costs for the period, attributable only to product development projects, amounted to € 9.3 million (€ 6.7 million in June 2024) out of a total of € 43.7 million (€ 45.2 million in June 2024) reported in the financial statements.

The Group evaluated the development costs related to products based on the criteria outlined in the Climate Delegated Act only for the objective mitigation to climate change. As evidence of the commitment to promote a more efficient and renewable product portfolio, these investments have been capitalised. The Group impaired the depreciation charged to income statement against the products' sales.

In order to determine the loss in value of capitalised development costs, in addition to the assessment of the economic return from each development projects, the Group allocates them to the Net invested capital of the related CGUs and assesses their recoverability together with the related tangible assets, determining their value in use with the discounted cash flow method.

Note 2.1.1 – Business combinations

DDR Heating Inc.

In paragraph '2. Significant event of the year', it is noted that in March 2025, the Ariston Group with its American subsidiary 'Ariston Holding USA LLC' acquired 100% of the shares of the American entity 'DDR Heating Inc.'. The entity is specialized in tubular electric heaters for professional and industrial applications.

From the business combination, the Group recognized a bargain purchase gain. A bargain purchase occurs when the fair value of the net identifiable assets acquired exceeds the consideration transferred by the Group. In accordance with IFRS 3, the Group reassessed the identification and measurement of the acquiree's assets and liabilities and confirmed the accuracy of the fair value measurements. The bargain purchase gain, amounting to € 1.1 million, was recognized in the Income Statement under 'Gain on bargain purchases'.

Ariston Thermo Rus LLC

On 26 March 2025, Presidential Decree No. 176 of the Russian Federation reinstated Ariston Holding N.V. into the possession and full management of the shares of its Russian subsidiary, Ariston Thermo Rus LLC. This follows the temporary transfer of the subsidiary to external management under Gazprom Bytovie Sistemy (a subsidiary of the Gazprom Group) as mandated by Presidential Decree No. 294, issued on 26 April 2024. The new decree formally nullifies Subparagraph "a" of Paragraph 1 of Decree No. 294, effectively restoring Ariston Group's full ownership and operational control over Ariston Thermo Rus LLC.

From the business combination, the Group recognized a bargain purchase gain. A bargain purchase occurs when the fair value of the net identifiable assets acquired exceeds the consideration transferred by the Group. In accordance with IFRS 3, the Group reassessed the identification and measurement of the acquiree's assets and liabilities. On the date that these Half-Year Condensed Consolidated Financial Statements were approved, the Group is still in the process of recognizing and reworking the information for measuring the acquiree's assets and liabilities at the fair value. The bargain purchase gain, amounting to € 40.2 million, was recognized in the Income Statement under 'Gain on bargain purchases'.

Other minor business combinations

During the year, the Group performed other business combinations as follows:

  • in January 2025, the Ariston Group with its Italian subsidiary 'Ariston S.p.A.' acquired 100% of the shares of the Italian entity 'Clima Techno Service S.r.l.'. The entity is a service provider for maintenance or repair;
  • in June 2025, the Ariston Group with its Italian subsidiary 'Thermowatt S.p.A.' acquired 80% of the shares of the Italian entity 'Z.R.E. S.r.l.'. A put and call option has been agreed upon for the remaining 20%, with an execution date set for 2027.

The Group separately recognized goodwill arising from the acquisitions (€ 2.0 million) given that it represents the future economic benefits considered arising from the business combination performed by the Group. Goodwill is not taxdeductible based on the relevant regulations.

Note 2.2 – Property, plant and equipment

As at 30 June 2025, 'Property, plant and equipment' amounted to € 634.4 million, down by a net € -14.1 million compared to 31 December 2024.

The depreciation expense for the period is recognised under the appropriate item in the income statement and amounted to € 47.3 million.

Details of and changes in property, plant and equipment are the following:

Property, plant and
equipment
(in € million)
Land and
buildings
Plant and
machinery
Other
property,
plant and
equipment
Total
Cost net of accumulated
impairment losses
458.7 487.4 511.3 1,457.5
Accumulated depreciation -194.8 -328.2 -286.0 -809.0
As at 31.12.2024 264.0 159.2 225.3 648.5
Perimeter variation 2.7 4.0 1.9 8.6
Increases 3.1 2.8 29.9 35.8
of which for right of use 2.4 0.1 9.2 11.7
Decreases 0.0 -0.1 -0.2 -0.3
Depreciation -14.3 -11.9 -21.1 -47.3
of which for right of use -8.6 -0.2 -8.0 -16.8
Exchange rate effect -4.1 -2.6 -1.7 -8.4
Other 19.7 11.5 -33.7 -2.5
Total changes 7.1 3.7 -24.9 -14.1
Cost net of accumulated
impairment losses
476.7 501.9 498.9 1,477.5
Accumulated depreciation -205.6 -338.9 -298.5 -843.0
As at 30.06.2025 271.1 163.0 200.3 634.4

Details of and changes in 'Property, plant and equipment' during the prior period are as follows:

Property, plant and
equipment
(in € million)
Land and buildings Plant and
machinery
Other property,
plant and
equipment
Total
Cost net of accumulated impairment 431.6 485.0 497.8 1,414.4
losses
Accumulated amortization -177.9 -347.3 -269.7 -794.9
As at 31.12.2023 253.7 137.7 228.1 619.4
Increases 7.1 2.0 25.7 34.8
of which for right of use 5.9 0.0 10.4 16.3
Decreases 0.0 -0.1 -0.1 -0.2
Remeasurements and
Impairment 0.0 0.0 -0.2 -0.2
Depreciation -13.5 -11.5 -20.1 -45.1
of which for right of use -8.2 -0.2 -7.1 -15.5
Exchange rate effect -6.6 -2.3 -0.5 -9.4
Other 14.4 27.0 -30.4 11.0
Total changes 1.4 15.0 -25.6 -9.1
Cost net of accumulated impairment
losses 437.8 505.2 476.3 1,419.3
Accumulated amortization -182.7 -352.6 -273.6 -808.9
As at 30.06.2024 255.1 152.7 202.6 610.4

The net decrease was largely attributable to the negative impact of exchange rate. The capital expenditure for the period, totalling € 35.8 million, is more than offset by € 47.3 million depreciations.

In accordance with the standard IFRS 16, below are the carrying amounts of right-of-use assets and the relevant changes during the period:

Right of use assets Land and buildings Plant and
machinery
Other property,
plant and
Total
(in € million) equipment
Cost net of accumulated
impairment losses
112.5 2.1 66.7 181.3
Accumulated amortization -51.7 -1.0 -28.4 -81.1
As at 31.12.2024 60.9 1.1 38.2 100.2
Perimeter variation 0.5 0.0 0.1 0.6
Increases 2.4 0.1 9.2 11.7
Depreciation -8.6 -0.2 -8.0 -16.8
Exchange rate effect -1.2 0.0 0.0 -1.2
Other 0.2 0.0 -0.3 -0.1
Total changes -6.7 -0.1 1.0 -5.8
Cost net of accumulated
impairment losses
111.6 2.2 69.9 183.6
Accumulated amortization -57.3 -1.2 -30.7 -89.2
As at 30.06.2025 54.2 1.0 39.2 94.4

Below are the carrying amounts of right-of-use assets and the relevant changes during the prior period:

Right of use assets Land and Plant and Other property,
(in € million) buildings machinery plant and
equipment
Total
Cost net of accumulated impairment
losses
98.8 2.4 55.1 156.2
Accumulated amortization -42.6 -1.0 -25.5 -69.1
As at 31.12.2023 56.3 1.4 29.5 87.2
Increases 5.9 0.0 10.4 16.3
Depreciation -8.2 -0.2 -7.1 -15.5
Exchange rate effect -0.2 0.0 -0.3 -0.5
Other -0.4 0.0 -0.1 -0.5
Total changes -2.9 -0.2 2.9 -0.1
Cost net of accumulated impairment
losses 98.9 2.2 59.3 160.4
Accumulated amortization -45.5 -1.0 -26.9 -73.4
As at 30.06.2024 53.5 1.2 32.4 87.0

The item 'Other property, plant and equipment' amounted to € 200.3 million, down by € 24.9 million compared with 31 December 2024.

The breakdown is detailed below:

Other property, plant and equipment
(in € million)
30.06.2025 31.12.2024
Industrial and commercial equipment 78.0 76.7
Assets under construction 65.9 91.6
Vehicles & transportation equipment 40.0 39.1
Furniture and office equipment 10.9 12.0
EDP machinery 2.6 2.9
Other 3.0 3.0
Total 200.3 225.3

Note 2.3 – Inventories

The following table outlines the composition of 'Inventories' as at 30 June 2025 and as at 31 December 2024, net of the obsolete stock provision.

Inventories
(in € million)
30.06.2025 31.12.2024
Raw materials 176.4 175.6
Work in progress and semi-finished goods 36.0 31.9
Finished goods and goods for resale 307.0 263.0
Total 519.4 470.4

Gross value of inventories, as at 30 June 2025, amounted to € 597.2 million (€ 553.7 million as at 31 December 2024), whereas the provision amounted to € 77.8 million (€ 83.3 million as at 31 December 2024).

Inventories totalled € 519.4 million as at 30 June 2025, up by € 49.0 million on 31 December 2024. This change is essentially attributable to both organic growth and seasonal restocking activities partially offset by negative exchange rate effect of € 10.9 million.

Inventories are recognised at the lesser value between purchase and production cost, according to the weighted average cost method and their net realisable value which includes cost necessary to sell inventories and based on that the Group did not have a material impact.

The provision set up for obsolete or slow-moving stock shows a decrease mainly due to scrappage schemes performed during the period. These scrappage campaigns are implemented to encourage the disposal of outdated or inefficient products, thereby promoting the purchase of newer, more efficient models.

The obsolescence risk is measured considering the stock rotation, calculated monthly as the ratio of inventories to consumption over the last twelve months for raw material (forty-eight months for spare parts with life cycle defined "inactive"), and the product life cycle. In the obsolescence risk, the Group has considered for materials and products in stock the technological obsolescence which can arise from climate changes. Based on the parameters mentioned above, impairment percentages are applied which increase in proportion to the estimated risk.

Obsolete stock provision
(in € million)
Raw materials Work in
Finished goods
progress and
and goods for
semi-finished
resale
goods
Total
As at 31.12.2024 23.1 2.8 57.4 83.3
Perimeter variation 0.2 0.0 1.4 1.6
Increases 3.0 0.8 6.1 9.9
Decreases -1.7 -0.1 -1.6 -3.4
Release -2.6 -0.5 -8.8 -11.9
Exchange rate effect -0.4 0.0 -0.9 -1.3
Other 0.0 0.0 -0.4 -0.4
Total changes -1.5 0.2 -4.2 -5.5
As at 30.06.2025 21.5 2.9 53.3 77.8

The change in the obsolete stock provision was as follows:

The recognition of inventories according to the weighted average cost method does not show any significant differences compared with a valuation at current costs.

Note 2.4 – Trade receivables

'Trade receivables' amounted to € 350.3 million, net of a bad debt provision of € 20.7 million.

Compared with 31 December 2024, the net balance shows a € 16.4 million increase in absolute values. The increase is primarily attributable to an overall improvement in sales volumes and to the inclusion of the Russian company within the scope of consolidation on 1 April 2025. Nevertheless, the country mix effect played a crucial role in partially mitigating this impact though geographical sales diversification.

The percentage of trade receivables on the turnover of the last 12 months was equal to 13.2% compared with 12.9% recorded at 31 December 2024.

The bad debt provision of € 20.7 million shows a net decrease by € 1.4 million compared with 31 December 2024. This decrease is mainly attributable to the reconsolidation of Russian company which resulted in the release of the provisions allocated to the company considered third party in December 2024. For Trade Receivables, the Group, applies a simplified approach using a provision matrix in the calculation of expected losses based on historical loss rates and then adjusting for forward-looking information. Based on this model, according to IFRS9, the policy defines a percentage of statistical devaluation based on the division of trade receivables into clusters of ageing and country risk and then applying a forwardlooking factor determined by the counterparty Probability of Default (PD) at 1 year obtained from external resources. A specific fund is provided for legal and specific devaluation due to the situation of single clients and their economic environment.

As at 30 June 2025, the provision was deemed to be appropriate for the estimated losses from unsecured or disputed receivables.

Bad debt provision
(in € million)
Short-term Medium/long
term
Total
As at 31.12.2024 17.7 -4.4 -22.1
Perimeter variation 0.5 0.1 0.7
Increases 2.5 0.1 2.6
Decreases -0.2 -0.3 -0.5
Release -3.5 -0.2 -3.7
Exchange rate effect -0.6 0.0 -0.6
Other 0.1 -0.0 0.1
Total changes -1.2 -0.3 -1.4
As at 30.06.2025 16.5 4.2 20.7

Following are the changes in the bad debt provision:

Please refer to paragraph 'Credit Risk' for further details on ageing and the related Bad Debt Provision.

Note 2.5 – Other current assets

'Other current assets' amounted to € 64.0 million versus € 62.8 million at 31 December 2024. The main items are:

Other current assets
(in € million)
30.06.2025 31.12.2024
Indirect tax receivables 27.7 37.6
Prepaid expenses 19.9 11.3
Advances to suppliers 7.9 5.6
Supplier debit balance 3.7 5.1
Receivables from employees 1.7 0.8
Credits from government 1.5 0.9
Other receivables 1.4 1.4
Other current assets 64.0 62.8

The slightly increase of 'Other current assets' is mainly related to prepaid expense and advance to suppliers, offset by the decrease of indirect tax receivables. The reasons of increased items are mainly related to the business activity.

Note 2.6 – Cash and cash equivalents

'Cash and cash equivalents', amounting to € 216.7 million as at the end of June 2025, are almost entirely made up by bank and postal account deposits, as shown in the following table:

Cash and cash equivalents
(in € million)
30.06.2025 31.12.2024
Bank and postal deposits 207.7 289.9
Short Term Investments 8.6 60.7
Cash on hand 0.3 0.2
Total 216.7 350.8

As at 30 June 2025, 'Cash and cash equivalents' decreased by 134.1 million compared to 31 December 2024, mainly due to the distribution payment, early partial repayment of medium/long term debt, investing activities and impacted by cash flow seasonality.

The reconciliation among 'Cash & cash equivalents' and 'Consolidated statement of Cash flows' is provided below:

Table of Reconciliation among Cash & cash equivalents and Consolidated statement of Cash
flows
(in € million)
30.06.2025 31.12.2024
Cash and cash equivalents (as included in the Consolidated statement of financial position) 216.7 350.8
Short-term bank notes or similar tradable instruments and others 0.0 0.2
Bank overdrafts -0.3 -0.2
Notes payable -5.0 -5.5
Cash and cash equivalents (as included in the Consolidated statement of cash flows) 211.3 345.2

For the purpose of the 'Consolidated Statement of Cash flows', the Group included within 'Cash and cash equivalents' the financial instruments reported above in the table (bank overdrafts, short-term bank notes and notes payable) since these instruments are readily convertible and repayable on demand. In particular, short-term bank notes and notes payable are similar to bank overdrafts and are used primarily in China to settle commercial transactions, with the net balance of these notes fluctuating throughout the year.

5.3 Statement of Financial Position – Liabilities and Equity

Note 3.1 – Equity

As at 30 June 2025, the fully paid out share capital of Ariston Holding N.V. was € 46.5 million, comprising 125,505,005 ordinary shares and 22,095,194 non-listed ordinary shares with a nominal value of € 0.01 each, and 225,000,000 multiple voting shares with a nominal value of € 0.20 each. The capital structure as at 30 June 2025 for all three classes of shares is reported below.

Shareholders Ordinary
shares(1)
Non-listed
ordinary
shares(2)
% of total
ordinary shares
and non-listed
ordinary shares
Multiple voting
shares(3)
Total
number of
shares(5)
% of total
shares
Merloni Holding S.p.A. 21,366,514 14.48% 198,000,000 219,366,514 58.87%
Amaranta S.r.l. 2,649,000 1.79% 27,000,000 29,649,000 7.96%
Treasury shares 4,415,626 2.99% 4,415,626 1.19%
Centrotec SE 19,321,473 22,095,194 28.06% 41,416,667 11.12%
Other shareholders(4) 77,752,392 52.68% 77,752,392 20.87%
Total 125,505,005 22,095,194 100.00% 225,000,000 372,600,199 100.00%

1. Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.

2. Non-listed ordinary shares are not listed, freely transferable and each of them confers the right to cast one vote.

  • 3. Multiple voting shares confer economic rights equal to the ordinary shares, are not listed and confer the right to cast twenty votes, subject to a voting threshold as provided by in article 26.1 of the article of association. If a holder of multiple voting shares intends to transfer to any third party (be it a shareholder or not) one or more multiple voting shares, the other holders of multiple voting shares shall have the right, in accordance with the procedure outlined in article 16 of the articles of association, to exercise a right of first refusal.
  • 4. Including 535,268 ordinary shares held by Paolo Merloni.
  • 5. Each issued and outstanding share ranks equally with, and will be eligible for any dividends that may be declared on, all other shares, and will be equally entitled to the profits and (other) reserves of the Company, except for the entitlement to the conversion reserve (included into the 'Retained earnings/(losses) and other reserves' in the Statement of Changes in Equity) and the liquidation distribution. All profit distributions and repayment of capital will be made in such a way that on each share the same amount or value is distributed.

The total consolidated equity as at 30 June 2025 amounted to € 1,424.1 million, up compared with € 1,425.1 million as at 31 December 2024.

The overall change is the result of the algebraic sum of items of opposite signs, such as:

  • the increase in the Group net profit for the period, amounting to € 58.7 million.
  • the decrease in the 'Retained Earnings and other reserves' for the distribution payment made in June 2025 for a total amount equal to € 29.5 million.
  • the financial statements conversion reserve into the Group currency, used to recognise the differences in exchange rates deriving from the translation of the financial statements of foreign subsidiaries, not included in the Euro area, had a negative impact of € 30.4 million.
  • the decrease of the 'Reserve for gains/losses' in equity and the 'Actuarial gains/losses' for a total amount equal to € 1.9 million due to the net positive impact Mark-to-Market in cash flow hedge accounting and per the positive change due to the remeasurement of the pension provision.
  • the 'Stock-based incentive plans reserve', during the half-year, increased for € 0.3 million. The increase includes a rise in the reserve for the expense of LTI plans for € 1.7 million and a € 1.4 million decrease following the assignment of shares for 2022 LTI plan. As at 30 June 2025 the reserve was equal to € 4.3 million (€ 4.0 million as at 31 December 2024) and it is related to long-term incentive plans of 2023-2024:
    • 2023: € 2.7 million
    • 2024: € 1.6 million

Distribution payment | Dividends paid

The table below shows the amounts approved and paid during the year and in the previous years:

To shareholders of parent company
(in thousand €)
2025 2024 2023
Payments made during the period 29,455 63,078 48,342

Note 3.2 – Non-current provisions

Current and non-current 'Provisions for risks and charges' totalled € 132.6 million, up by € 0.2 million compared with the previous year.

The following table shows the composition of this item and the changes occurring during the year:

Non-current
and current
provisions
(in € million)
Agent
supplementary
indemnity
provision
Product
warranty
provision
First
installation
provisions
Other Provision Total
As at
31.12.2024
of which:
2.8 94.9 7.1 27.6 132.4
- Current
- Not Current
0.0
2.8
43.9
51.0
2.0
5.1
16.9
10.7
62.8
69.6
Perimeter
variation
0.0 1.4 0.0 4.3 5.7
Increases 0.2 23.4 1.5 4.5 29.6
Decreases -0.3 -22.5 -1.6 -5.2 -29.6
Releases 0.0 -1.6 0.0 -1.3 -2.9
Other 0.0 -2.8 -0.2 0.3 -2.7
Total changes -0.1 -2.1 -0.2 2.6 0.2
As at
30.06.2025
2.7 92.9 6.8 30.2 132.6
of which :
- Current
0.0 43.7 1.8 20.0 65.5
- not Current 2.7 49.2 5.0 10.2 67.1

Details of and changes in 'other provisions' are the following:

Other provisions
(in € million)
Legal Dispute
Provision
Restructuring
Other Provision
Provision
Total
As at
31.12.2024 7.6 3.4 16.7 27.6
of which:
- Current 7.2 3.4 6.3 16.9
- Not Current 0.3 0.0 10.4 10.7
Perimeter
variation 0.0 0.0 4.3 4.3
Increases 0.1 1.2 3.2 4.5
Decreases -0.3 -2.0 -2.9 -5.2
Releases -0.4 -0.3 -0.7 -1.3
Other -0.1 0.9 -0.6 0.3
Total changes -0.7 -0.1 3.3 2.6
As at
30.06.2025 6.9 3.3 20.0 30.2
of which :
- Current 6.6 3.3 10.2 20.0
- not Current 0.3 0.0 9.8 10.2

'Current provisions for risks and charges' amounted to € 65.5 million versus € 62.8 million as at 31 December 2024, whereas 'Non-current provisions for risks and charges' amounted to € 67.1 million versus € 69.6 million in the previous year.

More specifically, the 'Agent supplementary indemnity provision' recognises the accruals for covering indemnities that may be due to agents at their employment termination. The provision has not substantially changes compared with December 2024.

The 'Product Warranty Provision', which represents the estimated costs for providing technical support for sold products under warranty, is adequate to mitigate the associated risk.

The method used to determine this provision is based on historical/statistical data concerning warranty work performed, costs incurred for such work and products sold on the market which are still under warranty at the evaluation date. The provision had a net € 2.1 million decrease mainly due to the normal management activities of the warranty on manufactured and sold products.

The 'First installation provision' represents the estimated expense that the Group must bear for interventions of this type on the products. This has not substantially changed compared with December 2024. The provision remains stable in absolute value, showing a decrease partially offset by the increase of the period and the perimeter variation.

The item 'Other risk provision' includes estimated future charges for corporate restructuring, pending legal disputes and other risks that it was deemed necessary to cover with appropriate provisions which were estimated based on the available information.

The item 'Other' includes the effect of exchange rates for the period and reclassifications.

Note 3.3 – Net financial indebtedness

The reconciliation with the Net Financial Indebtedness adjusted is set out below.

As at 30 June
2025
As at 31
December
2024
As at 30 June
2024
Net Financial Indebtedness
(in € million)
A Cash 216.7 350.8 248.5
B Cash equivalents including the current financial assets 0.0 0.0 0.0
C Other current financial assets 4.8 6.4 5.8
D Liquidity (A+B+C) 221.5 357.1 254.4
E Current financial liabilities -54.7 -46.9 -43.3
F Current portion of non-current financial liabilities -98.4 -101.3 -25.8
G Current Financial Indebtedness (E+F) -153.1 -148.2 -69.1
H Net Current Financial Indebtedness (G-D) 68.4 208.9 185.3
I Non-current financial liabilities -747.0 -800.1 -898.4
J Non-current financing (Debt instruments) -0.0 -0.0 -0.0
K Non-current Trade and Other Payables -1.1 -11.5 -7.9
L Non-Current Financial Indebtedness (I+J+K) -748.1 -811.7 -906.2
M Total Financial Indebtedness (H+L) (*) -679.8 -602.7 -721.0
N Group Net Financial Indebtedness -653.7 -579.1 -687.5
O ∆ M-N -26.0 -23.6 -33.4
(*) ESMA 32-382-1138 guideline

In preparing the statement of Net Financial Indebtedness, which is a non-IFRS measure, the Group considered the provisions set out in Consob Communication DEM/6064293 of 28 July 2006 and ESMA Guidelines issued in May 2021, with the exception that it included non-current financial assets consisting of financial receivables and excluded outstanding debts associated with purchases of equity interest and positive Mark-to-Market on derivatives.

As at 30 June 2025, the Group recorded a negative Net Financial Indebtedness adjusted of € 653.7 million compared with a negative balance of € 579.1 million as at 31 December 2024.

A reconciliation of the changes in financial liabilities used in financing activities indicated in the cash flow statement and the balances shown on the financial statements is provided below:

(in € million) Non-current
financing
Current
financial
liabilities
Current loans Current
financial
assets
Total Net
impact
31.12.2024 800.1 46.8 101.3 -18.4 929.9
Increase/decrease in
short-term 0.0 -9.5 -2.8 3.7 -8.6
financial payables (1)
New loans (1) 8.2 0.0 0.0 0.0 8.2
Loans repayment (1) -66.6 0.0 0.0 0.0 -66.6
New lease contracts 11.7 0.0 0.0 0.0 11.7
Reclassification -0.6 0.0 0.6 0.0 0.0
Exchange rate effects -0.9 -1.0 -0.5 0.0 -2.4
Perimeter variation 0.8 0.9 0.2 -2.0 -0.2
Net variation MTM 0.0 2.9 0.0 -1.0 2.0
Other movements -5.8 2.3 -0.3 0.2 -3.5
30.06.2025 747.0 42.5 98.4 -17.5 870.4

(1): Included in the Cash flow Statement

Note 3.4 – Other non-current liabilities

'Other non-current liabilities' amounted to € 8.5 million versus € 24.0 million of the previous year. These liabilities are represented primarily by debts to be extinguished beyond the year.

'Other non-current liabilities' primarily reflect the fair value of the debt arising from the measurement of individual obligations associated with Put and Call options on non-controlling interests in recently acquired entities. During the year, the Put and Call option agreement for the acquisition of the remaining 49% of the shares of the subsidiary Chromagen Australia has been reclassified as current, given that the execution date is set within two months following the approval of the Financial Statement for FY 2025.

'Other non-current liabilities' also include non-current contract liabilities amounting to € 5.4 million as at June 2025, showing a decrease of € 5.4 million compared to December 2024.

Note 3.5 – Trade payables

'Trade payables' as at 30 June 2025 amounted to € 457.4 million showing an increase of € 13.2 million, compared to 31 December 2024. They are not subject to interests and their carrying value is believed to be close to the fair value at the end of the reporting period.

Trade payables in terms of average number of days for payment, amounted to 89.2 days in June 2025 and 89.0 days in December 2024.

Note 3.6 – Current provisions

This item amounts to € 65.5 million and is described in the 'Note 3.2 - Non-current provisions' for risks and charges, to which reference should be made.

Note 3.7 – Current financial liabilities

As at 30 June 2025, 'Current financial liabilities' amounted to € 42.5 million versus € 46.8 million reported on 31 December 2024.

Liabilities are the following:

Current financial liabilities
(in € million)
30.06.2025 31.12.2024
Financial derivative liabilities 19.3 16.9
Short-term debt due to bank 7.7 10.0
Financial notes payables 5.0 5.5
Other current financial liabilities 10.4 14.3
Total 42.5 46.8

As at 30 June 2025, 'Financial derivative liabilities' amounted to 19.3 million and included the negative fair value of outstanding derivatives and the fair value of derivatives closed but not yet paid.

The fair value of financial derivatives included hedges on foreign exchange rates for € 8.5 million (€ 4.5 million as at 31 December 2024), on interest rates for € 9.0 million (€ 9.5 million as at 31 December 2024), and on commodities for € 0.4 million (€ 0.9 million as at 31 December 2024). The negative accruals to financial derivatives closed but not yet paid at the reporting date amounted to € 1.5 million.

The change in commodity, foreign exchange rates and interest rates hedges was offset by the change in the underlying hedged items. The fair value measurement of the derivative instruments has a direct contra-entry in the equity reserve related to the cash flow hedge for a total of € 2.6 million. For a more detailed explanation of hedging instruments, see section on the instruments for financial risk management.

Short-term debt due to banks showed a € 2.3 million decrease as result of a lower draw-down of short-term lines. Short-term uncommitted credit lines amounted to approximately € 468 million and consisted almost entirely of current account credit lines and advances, total utilization for both financial and commercial purposes at the reporting date was € 76.2 million (€ 90.0 million as at 31 December 2024).

'Financial notes payable' amounted to € 5.0 million (€5.5 million as at 31 December 2024) and consisted of short-term debt for bank notes or similar tradable instruments, held by subsidiaries in China, and used in commercial transactions with customers and suppliers in order to settle supply agreements.

The item 'Other current financial liabilities' amounted to € 10.4 million (€ 14.3 million as at 31 December 2024) and mainly consisted of interest accrual on medium/long-term loans.

Note 3.8 – Other current liabilities

'Other current liabilities' amounted to € 230.6 million, down by € 11.3 million with respect to the € 241.9 million as at 31 December 2024.

Other current liabilities
(in € million)
30.06.2025 31.12.2024
Contract liabilities 79.4 72.7
Current payables due to personnel 61.8 63.8
Indirect tax payables 29.1 31.6
Current payables for social security contributions 17.7 21.0
Customers credit balance 13.0 29.8
Short Term put/call debts 12.3 0.1
Advances from customers 10.1 8.7
Deferred income 4.7 12.3
Other current payables 2.5 1.7
Total 230.6 241.9

In accordance with IFRS 15, performance obligations to customers at contract level are presented as contract liabilities. Contract liabilities include:

  • Rights of Return
  • After-sales service, which include Service maintenance contracts and Service type warranties
  • Loyalty program

The amount of current contract liabilities as at 30 June 2025 is equal to € 79.4 million, up to € 6.7 million, variation related to the normal business course of the Group.

'Current payables due to personnel' included the amounts accrued by personnel and not yet disbursed. It decreases by € 2.0 million compared to 31 December 2024.

The item 'Indirect tax payables' includes the VAT payables to tax authorities. The € 2.5 million decrease is linked to the dynamic of operations.

'Current payables for social security contributions' included all relationships that the company is required to maintain with social security and insurance entities for its employees and workers with atypical contracts (parasubordinati). It was down by € 3.3 million compared to 31 December 2024.

The item 'Advances from customers' shows all advances received from customers for supplies not yet delivered. The balance shows a slight increase compared to December 2024.

The 'Short term put/call debts' arises from purchase agreements that are to be settled in the near future. The item showed an increase of € 12.2 million, primarily due to the reclassification of the put/call on Chromagen Australia from non-current to current liabilities, with the execution date set within two months following the approval of the Financial Statement for FY 2025.

5.4 Other information

COMMITMENTS

Commitments

As at 30 June 2025, there were no other commitments to be mentioned except for the ones concerning the Put and Call options entered as part of the recent acquisitions and already accounted for as 'Other liabilities'.

Guarantees issued

Sureties issued in favour of third parties amounted to € 0.5 million. Third-party assets in deposit accounts amounted to € 11.6 million. No collateral guarantees are issued by the Group.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Below are the Group's financial instruments recognized by category and level of confidence of their fair value measurements at 30 June 2025:

Carrying value per type
30.06.2025
(in € million)
Note Fin. instr. at
fair value
through P&L
Fin. instr. at
fair value
through OCI
Loans &
receivables (*)
Fin. liabilities at
amortised cost (*)
Total
Measured at : Fair value Fair value Amortised
cost
Amortised cost
Financial assets
Cash and cash equivalents 2.6 0.0 0.0 216.7 0.0 216.7
Trade receivables 2.4 0.0 0.0 350.3 0.0 350.3
Current financial assets 0.0 10.1 7.4 0.0 17.5
Financial assets 1.9 0.0 0.7 0.0 2.6
Total 1.9 10.1 575.1 0.0 587.1
Financial liabilities
Trade payables 3.5 0.0 0.0 0.0 457.4 457.4
Current financial liabilities 3.7 0.0 17.9 0.0 24.6 42.5
Current loans 3.3 0.0 0.0 0.0 98.4 98.4
Non-current financing 3.3 0.0 0.0 0.0 747.0 747.0
Total 0.0 17.9 0.0 1,327.4 1,345.3
Financial instruments balance 1.9 -7.8 575.1 -1,327.4 -758.2

(*) For such categories the carrying amount approximates the fair value

The financial instruments of the Group, recognized in the financial statements with a similar breakdown at 31 December 2024, are shown in the table below:

Carrying value per type
31.12.2024
(in € million)
Note Fin. instr. at
fair value
through P&L
Fin. instr. at
fair value
through OCI
Loans &
receivables
(*)
Fin. liabilities at
amortised cost (*)
Total
Measured at : Fair value Fair value Amortised
cost
Amortised cost
Financial assets
Cash and cash equivalents 2.6 0.0 0.0 350.8 0.0 350.8
Trade receivables 2.4 0.0 0.0 333.9 0.0 333.9
Current financial assets 0.0 9.2 9.2 0.0 18.4
Financial assets 2.1 2.2 0.8 0.0 5.1
Total 2.1 11.4 694.7 0.0 708.2
Financial liabilities
Trade payables 3.5 0.0 0.0 0.0 444.2 444.2
Current financial liabilities 3.7 0.0 15.0 0.0 31.8 46.8
Current loans 3.3 0.0 0.0 0.0 101.3 101.3
Non-current financing 3.3 0.0 0.0 0.0 800.1 800.1
Total 0.0 15.0 0.0 1,377.4 1,392.4
Financial instruments balance 2.1 -3.6 694.7 -1,377.4 -684.2

(*) For such categories the carrying amount approximates the fair value

As shown in the table above, at the reporting date, there were no differences between the carrying amounts of financial instruments and the corresponding fair value.

Current and non-current loans are at both fixed and floating rates and are recognised at their amortised cost.

Current financial assets/liabilities include the fair value, at the end of reporting period, of derivative financial instruments used to hedge the purchase of commodities (negative for € -0.2 million), exchange rates (negative for € -3.8 million), and interest rates (negative for € -3.7 million).

For details on these transactions, see section "Hedging instruments".

The Group is exposed to operations-related financial risks, including credit risk, liquidity risk and market risk, and constantly monitors them.

The following section provides qualitative and quantitative information about the impact of these risks on the Group.

Financial instruments at fair value through OCI include the fair value of derivatives mainly on interest rates, exchange rates and commodities for which the Group has applied 'Cash flow hedging' (IFRS 9 - Hedge Accounting).

CREDIT RISK

Credit risk is the Group's exposure to potential losses from failure by commercial counterparties to fulfil obligations they have entered into. Failure to collect or late collection of trade receivables could impact negatively on the Group's economic results and financial equilibrium.

The Group's policy for managing credit risk from commercial activities envisages the preliminary assessment of counterparties' creditworthiness, the management of credit limits and the adoption of risk mitigation instruments, such as the acquisition of bank guarantees, letters of credit and the external transfer of part of the insolvency risk through a global program of credit insurance.

The portion of secured receivables, at 30 June 2025, was 65.8% of the total exposure versus 59.8% at 31 December 2024.

In order to mitigate credit risk, the Group has also adopted a policy which defines the strategic guidelines and operating rules for an effective system to control each company's credit.

In addition, the policy defines the means for estimating expected losses, in accordance with the means set out hereafter and taking account of the mitigating factor represented by the aforementioned instruments for insured credit.

In accordance with IFRS9 and the impairment requirement based on Expected Credit Losses ("ECL"), the Group applies, for trade receivables, the simplified approach using a provision matrix.

In particular, the Group applies a new Policy based on the division of trade receivables into clusters on the basis of type (ordinary/legal), ageing (past-due ranges) and country rating and applying the relevant historical loss rates to the balance outstanding and then adjusting for forward-looking factors determined by the counterparty Probability of Default (PD) at one year obtained from external resources.

As regards the write-off criteria, these are clearly based on the specific statutory and tax rules in force in the various countries where the Group companies are present.

Maximum risk exposure

The maximum exposure to risk, net of guarantees, at 30 June 2025 was € 119.7 million versus € 134.1 at 31 December 2024. The Group has not identified any concentration risk on customers and on its trade receivables as the Group has a very diversified customer risk portfolio without any significant increase in a risky customer share. The Group seeks to mitigate the credit risk by depositing its liquidity in leading bank and corporate counterparties selected according to their credit quality. All receivables on book have a credit risk rating minimum.

The table below summarises the types of instruments protecting against credit risk used by the Group:

Type
(in € million)
30.06.2025 % 31.12.2024 %
Receivables under insurance policies 184.8 52.8% 181.6 54.4%
Other financial means of securing 45.8 13.0% 18.0 5.4%
Total secured receivables 230.6 65.8% 199.5 59.8%
Non-secured receivables 119.7 34.2% 134.3 40.2%
Total receivables 350.3 100.0% 333.9 100.0%

'Other' mainly includes receivables insured through letters of credit and bank guarantees and different methods of covering the default risk though a system introduced by the acquisition of Wolf-Brink called the Central Payment Regulator System.

Overdue financial assets

The instrument used for the classification and monitoring of credit is ageing, according to which the accounts receivables are divided by their expiry dates, starting from the most recent (1-30 days) to the oldest (beyond 120 days). The amount of receivables past-due within 60 days is € 25.8 million (versus € 27.7 million at December 2024) whereas the amount of receivables past-due beyond 60 days is € 24.6 million (versus € 16.3 million at December 2024). For the purposes of representing trade receivables for issued invoices by past-due ranges, the following table is provided:

Overdue ageing
(in € million)
30.06.2025 % 31.12.2024 %
Overdue 0-30 20.2 5.8% 20.4 6.1%
Overdue 31-60 5.6 1.6% 7.3 2.2%
Overdue 61-120 9.2 2.6% 2.9 0.9%
Due after 120 and legal 15.4 4.4% 13.4 4.0%

The credit policy defines the depreciation grid for the statistical part, differentiating percentages by ageing and country risk class where the trade receivable amount is allocated.

The current (not overdue) receivables amounted to € 299.9 million. Also these amounts are allocated to their country risk class and subject to depreciation according to the assigned devaluation percentage. The related provision for bad debt amounted to € 3.6 million.

Companies with a credit insurance contract, as well as credits covered by other forms of guarantee, are not subject to impairment up to overdue below 180 days, while over 180 days the percentages remain the same.

As at 30 June 2025 there is no significant financing component identified for trade receivables.

Method used to calculate the bad debt provision

The allocation for the provision is made on the basis of both analytical and generic assessments, as set out below:

Specific write-off: the receivables in litigation or past-due for longer than one year or transferred to an external collection agency are subject to a specific impairment loss according to the progress of their recovery and the information provided by the attorneys.

Simplified IFRS 9 model: for receivables that are past-due within the year, assessments are applied based on historical loss rates in relation to the ageing of receivables and the risk grade of each individual country, adjusting them through a forward-looking component identified as Probability of Default of the single counterparty at one year. Here below are the percentages used for the simplified IFRS 9 (ECL).

Trade receivables ageing Country risk A Country risk B Country risk C Country risk D
Overdue > 360 days 54,8% 68,2% 51,6% 36,3%
Overdue 271- 360 39,2% 55,7% 27,1% 27,3%
Overdue 181- 270 24,6% 39,4% 9,8% 20,3%
Overdue 121-180 14,9% 23,4% 3,7% 12,4%
Overdue 91-120 10,1% 15,1% 1,3% 8,0%
Overdue 61-90 5,7% 8,9% 0,7% 3,5%
Overdue 31-60 2,0% 3,4% 0,3% 1,2%
Overdue 0-30 0,4% 0,5% 0,1% 0,4%
Current (not overdue) 0,1% 0,1% 0,0% 0,2%

Depreciation grid

The Group has established an internal model for defining country-risk classes. The model starts from OECD and Coface country rating, adjusting them according to Ariston companies past credit experience in performances, business relations and control of the market. This allows to classify all the countries where Ariston group operates in 4 risk categories from A (low risk) to D (high risk) which result in the application of different impairment measures according to the level of risk assigned.

Following is the summary of the specific and simplified ECLs assessments used to determine the bad debt provision:

Analysis of bad debt provision 30.06.2025 31.12.2024
Total receivables Gross 371.0 356.1
Provision 20.7 22.2
Net 350.3 333.9
Receivables impaired on a specific basis Gross 4.6 5.0
Provision 4.2 4.4
Net 0.4 0.6
Receivables impaired on a simplified ECLs Gross 366.4 351.0
Provision 16.5 17.7
Net 349.9 333.3

LIQUIDITY RISK

As at 30 June 2025, the Group's "Overall available liquidity", defined as the sum of cash and cash equivalents and the unused portion of committed credit lines (equal to € 895 million at June month-end) amounted to approximately € 1,111.7 million.

As at 30 June 2025, the Group's overall bank credit lines, including the used and unused credit lines (both committed and uncommitted) totalled approximately €2.1 billion, of which approximately 39% was drawn.

Cash generated from operations and bank financing are the primary sources of liquidity.

The Group periodically assesses its financial needs, in order to act promptly and implement the necessary actions to find additional resources when needed. The Group seeks to maintain an adequate mix of resource in terms of maturities, financial instruments and available amounts.

The following table shows the contractual expiry dates for the financial liabilities other than derivatives as at 30 June 2025. These figures are based on the non-discounted cash flows, including financial charges, as at the next closest date when the Group may be asked for the payment.

Expiry dates 2025
(in € million)
< 1 month 2-6 months 6-12 months 1-5 years > 5 years Total
Trade payables 145.3 308.1 0.1 3.9 457.4
Financial payables
- Current financial liabilities 1.8 34.0 7.4 43.1
- Current loans 70.0 28.4 98.4
- Non-current loans 8.7 3.2 11.6 731.9 90.9 846.3
Total financial payables 10.5 107.1 47.4 731.9 90.9 987.8
Expiry dates 155.8 415.2 47.5 735.8 90.9 1,445.2

The details for the expiry dates of financial and trade payables as at 31 December 2024 are shown in the table below:

Expiry dates 2024
(in € million)
< 1 month 2-6 months 6-12 months 1-5 years > 5 years Total
Trade payables 88.1 355.6 0.4 0.1 444.2
Financial payables
-
Current financial liabilities
2.2 35.4 10.4 48.0
-
Current loans
101.3 101.3
-
Non-current financial liabilities
0.0
-
Non-current loans
8.8 4.3 12.6 794.8 99.0 919.6
Total financial payables 11.0 39.7 124.4 794.8 99.0 1,068.9
Expiry dates 99.1 395.3 124.8 794.9 99.0 1,513.1

MARKET RISK

The Group is exposed to several market risks, particularly the potential fluctuation in exchange rates, interest rates and commodity prices on the value of assets, liabilities and the expected cash flows.

Market risk management policies related to interest rates, exchange rates and commodities, are centrally defined to mitigate these risks in a structured and proactive manner, supporting the Group's objectives.

The three types of market risk are outlined below.

Exchange rate risk

The international context where the Group operates exposes the Group to the risk that changes in exchange rates may affect its financial results.

The exposure to exchange rate risk determines:

  • a) impacts on the operating result due to the different valuation of income and expense in another currency compared to the time when the price conditions were agreed upon (economic risk);
  • b) impacts on the operating result due to the translation of trade or financial receivables/payables denominated in another currency (transaction risk);
  • c) impacts on the consolidated financial statements due to the translation of assets and liabilities held by companies that prepare their financial statements in a currency other than the euro (translation risk).

The most significant exposure in other currencies of the Group concerns the exchange rate of the euro against the US Dollar, Renminbi, Swiss Franc and several other currencies for lower amounts.

Economic risk is hedged using average rate forward financial instruments, which are hedging agreements utilized to mitigate the volatility in currency markets. These instruments reference monthly average exchange rates and enable the Group to meet the objectives outlined in its risk management policy. To achieve these goals, the hedges a defined portion of its net exposure in currencies other than its functional currency using derivatives. At each reporting date, the exposure is reflected in the financial statements through hedge accounting, which requires to recognition of derivatives at their fair value in the statement of financial position. The Group believes it is appropriate to use hedge accounting, as the hedging relationship meets the effective criteria under IFRS 9.

To minimize the exposure to the transaction risk, the Group uses derivative forward instruments which provide protection against revaluations/write-downs of credit and debit positions of both a financial and commercial nature.

The Group does not hedge the translation risk except for any distribution of intergroup dividends.

As at the reporting date, the notional amount of forward currency contracts (sale and purchase) entered into by the Group, can be summarised as follows:

(in million) Notional amount
in Currency
Notional amount in €
CHF 142.4 152.3
GBP 17.5 20.5
CNY 1,073.8 127.9
USD 60.1 51.2
MXN 351.0 15.9
AUD 24.6 6,2
ILS 3.1 1.7

At the same date, the fair value of the foreign exchange derivatives was overall negative, standing at € 3.8 million.

In relation to exchange rate risk, the Group performed sensitivity analysis to measure how exchange rate fluctuations against the euro may affect pre-tax profitability. The sensitivity analysis was performed on the currencies to which the Group is exposed. The hypothesised scenario envisages a general variation in exchange rates of 2% and the following table shows the sensitivity, while keeping all the other variables fixed, in terms of the profit before tax and equity, gross of the tax effect. The biggest exposures are CHF and CNY, in the sensitivity analysis those exposure tend to offset each other are they are in opposite side.

(in € million) Effect on profit before
tax
Effect on equity
30.06.2025
Foreign currency revaluation 0.3 0.3
Foreign currency devaluation -0.3 -0.3

Commodity price fluctuation risk

Profit and losses are affected by the performance of prices of raw materials, in particular non-ferrous metals such as copper, nickel and aluminium, as well as precious metals like silver, which represent one of the primary components of the majority of products traded by the Group.

For hedging purposes against the risk of fluctuating prices of copper, silver, aluminium and nickel prices, the Group, through the parent company Ariston Holding N.V., has implemented the necessary hedging measures in accordance with the procedures adopted in the previous years, aimed at reducing the impact of price volatility on future purchases.

Thus, the Group partially hedged purchases also for the years 2025 and 2026.

In order to achieve the goals set out in the market risk management policy, the Group entered into derivatives, hedging a set proportion of raw material purchases. At each reporting date, the exposure is presented in the financial statements using hedge accounting, which requires recognizing derivatives at their fair value in the statement of financial position.

The Group considered it possible to use hedge accounting since the hedging relationship is effective in accordance with IFRS 9.

When these instruments no longer qualify for hedge accounting, they are recognised as trading instruments.

At the reporting date, the notional amount of forward commodity contracts entered into by the Group, can be summarised as follows:

Commodity Financial instruments Quantity/ton Total price
(in € million)
Copper Forward 895 7.6
Nickel Average Forward 28 0.4
Silver Average Forward 1,950 1.9
Aluminium Forward 295 0.7

At the same date, the fair value measurement of the derivatives on commodities showed a net negative position of € 0.2 million.

Derivatives contracts entered into and closed during the year realised a negative result amounting to approximately € 0.2 million which impacted the purchase cost of commodities.

Interest rate risk

Interest rate risk refers to the possible impact on the income statement deriving from fluctuations in the interest rates applied to the Group's loans.

The amount of the Group's variable rate debt exposure, not hedged against interest rate risk, represents the main element of risk for the negative impact from an increase in market interest rates. The interest rate risk to which the Group is exposed originates primarily from bank financing.

The Group's policy for managing this risk seeks to strike a balance between fixed and variable rate debts, taking into account the maturity profile and short-term market outlook, including for the purpose of containing funding costs.

As at 30 June 2025, the Group, for hedging purposes, interest rate swap (IRS) transactions for a total notional amount of € 497.5 million.

At the same date, 71% of bank financing was fixed or hedged and 29% at a variable rate, consistently with the Group policy.

The sensitivity analysis of interest rate risk is conducted under the delta margin approach and is aimed at measuring how a given change in interest rates would affect financial expense associated with variable-rate debt over the next 12 months. The sensitivity of the interest spread, assuming a generalised +/- 50 basis point change in interest rates, amounted to + € 1.1 million and € -1.1 million, respectively, at the end of June 2025. There were no material impacts on the Group's net profit and equity.

HEDGING INSTRUMENTS

In summary, as at 30 June 2025, the following financial hedging instruments are in place:

  • against exchange rates Swiss Franc, British Pound Sterling, US Dollar, Mexican Peso, Chinese Renminbi, Australian dollar and Israeli Shekel with maturities up to 2 years;
  • against commodities copper, nickel, silver and aluminium with maturities up to 2 years;
  • against interest rates medium/long term floating rate loans with maturities up to 6 years.

The hedging instruments applied to exchange rates were set up in order to reduce the economic and transactional risk of the Group, and they meet all the formal requirements set forth in the IAS/IFRSs and are therefore recognised in hedge accounting.

The following table shows the details of hedging instruments in use as at 30 June 2025. The high volatility on IRS price curve in 2025 generated the biggest change in values compared to the previous year. The amounts are expressed in millions of euro.

Hedging instruments
30.06.2025
(in € million)
Nature of risk
covered
Fair value
30.06.2025
Non-current
financial
assets
Current
financial
assets
Non
current
financial
liabilities
Current
financial
liabilities
Total
Interest Rate Swap Interest rate -3.7 - 5.3 - -9.0 -3.7
Average Forward FX -5.1 - 2.3 - -7.4 -5.1
Forward FX 1.3 - 2.5 - -1.1 1.3
Forward Commodity -0.2 - 0.1 - -0.3 -0.2
Average Forward Commodity 0.0 - 0.1 - -0.1 0.0
Total 7.7 - 10.1 - -17.9 -7.7

The following table shows the details of hedging instruments in use as at 31 December 2024. The amounts are expressed in million euro:

Hedging instruments
31.12.2024
(in € million)
Nature of
risk
covered
Fair value
31.12.2024
Non-current
financial
assets
Current
financial
assets
Non
current
financial
liabilities
Current
financial
liabilities
Total
Interest Rate Swap Interest rate -1.5 - 8.0 - -9.4 -1.5
Average Forward FX -3.9 - 0.6 - -4.5 -3.9
Forward Commodity 0.1 - 0.4 - -0.3 0.1
Average Forward Commodity -0.5 - 0.2 - -0.6 -0.5
Total -5.8 - 9.1 - -14.9 -5.8

RELATED PARTY DISCLOSURES

As at 30 June 2025 Ariston Holding N.V., controlled by Merloni Holding S.p.A., and its Italian subsidiaries, have adopted the national tax consolidation scheme. As at 30 June 2025, the income tax receivables and payables of the individual Italian companies were recorded from or to, respectively, Merloni Holding S.p.A..

As at 30 June 2025, the Company and its Italian subsidiaries had a net receivable position from Merloni Holding S.p.A. for € 0.2 million. All tax receivables and payables are non-interest-bearing.

All transactions with related parties were carried out in the Group's interest.

Based on the transactions carried out by Ariston Group during the half-year 2025, related parties are mainly represented by:

  • companies directly and/or indirectly related to the majority shareholder of Ariston Holding N.V.;
  • Directors and/or companies related to the same.

The following table shows the figures of the main transactions with related parties:

30.06.2025 30.06.2024
(in € million) Receivables Payables Revenue Costs Receivables Payables Revenue Costs
Merloni Holding S.p.A. 10.8 10.6 0.0 0.0 22.9 20.5 0.1 0.1
Ubbink NV/SA Belgium 0.0 0.0 0.0 0.0 0.0 0.0 0.8 0.6
Centrotherm Systemtechnik GmbH 0.0 0.1 0.0 0.8 0.0 0.2 0.0 2.4
Ubbink B.V. 0.0 0.1 0.0 1.3 0.0 0.1 0.1 1.3
CS Wismar GmbH 0.0 0.0 0.0 0.6 0.0 0.0 0.0 0.0
Centrotec Immobilien GmbH 0.0 0.1 0.0 0.0 0.0 0.1 0.0 0.0
XCNT GmbH 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Novapower S.r.l. 0.0 0.7 0.0 0.2 0.0 0.2 0.0 0.2
Centroplast Engineering Plastics GmbH 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Fondazione A. Merloni 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Centrotec Building Technology 0.0 0.0 0.0 0.0 0.1 1.0 0.0 0.1
Hardpark Fürth GmbH 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Nova Re S.r.l. 0.0 0.1 0.0 0.1 0.0 0.1 0.0 0.1
Centrotec SE 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2
Total 10.8 11.7 0.1 3.0 23.1 22.2 1.1 5.1

As regards transactions with related parties, it should be noted that they are not to be qualified as atypical or unusual but should be included in the normal course of operations carried out by Group companies. These transactions are regulated by market conditions and based on the characteristics of the services provided.

The main transactions with related parties concern Merloni Holding S.p.A., consisting in the relationship for national tax consolidation.

In addition, members of the Ariston Board of Directors and executives with strategic responsibilities and their families are also considered related parties.

EVENTS AFTER THE REPORTING PERIOD

There are no significant events after the reporting date to be mentioned in this report.

6. Responsibility statement on the consolidated half-year financial statements at 30 June 2025

We have prepared the consolidated financial statements of Ariston Holding N.V. for the six months ended 30 June 2025, and the undertakings included in the consolidation taken as a whole, in accordance with EU-IFRS and additional Dutch disclosure requirements for half-year financial statements.

To the best of our knowledge:

    1. The consolidated half-year financial statements give a true and fair view of the assets, liabilities and financial position as at 30 June 2025, and of the result of our consolidated operations for the six months ended 30 June 2025.
    1. The half-yearly management report for the six months ended 30 June 2025 give a fair view of the information required pursuant to section 5:25d, paragraphs 8 and 9 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

On behalf of the Board Paolo Merloni Maurizio Brusadelli

LIST OF COMPANIES AS OF 30 JUNE 2025

Company Registered office Curr. Share capital Business
unit (*)
Investing companies Direct
interest
Subsidiaries'
interest
Minority
interest
1 Ariston Holding N.V. Netherlands EUR 46,476,002 TC
2 Air Install Group B.V. Netherlands EUR 18,154 TC Brink Climate Systems
B.V.
100.00
3 AR1 S.r.l. Italy EUR 200,000 TC Ariston S.p.A. 100.00
4 Ariston Benelux S.A./N.V. Belgium EUR 15,000,000 TC Ariston Holding N.V. 100.00
5 Ariston Climate Solutions
d.o.o. Niš.
Serbia RSD 11,740,000 TC ATAG Heating B.V. 100.00
6 Ariston Climate Solutions
Mexico S.A. de C.V.
Mexico MXN 2,027,800,000 TC Elcotherm AG 99.99
7 Ariston Climate Systems Germany EUR 25,000 TC Atag Heating B.V.
Ariston Holding N.V.
100.00 0.01
GmbH
8 Ariston Croatia d.o.o. Croatia EUR 110,000 TC Ariston Holding N.V. 100.00
9 Ariston CZ S.r.o.
Ariston Deutschland
Czech Republic CZK 30,000,000 TC Ariston Holding N.V. 100.00
10 GmbH Germany EUR 255,700 TC Ariston Holding N.V.
Ariston Group Water
100.00
11 Ariston Egypt LLC Egypt EGP 10,900,000 TC Heating Solutions Egypt
LLC
Ariston Holding N.V.
0.01 99.99
12 Ariston France S.a.s. France EUR 54,682,110 TC Ariston Holding N.V.
Ariston Deutschland
GmbH
99.99 0.01
13 Ariston Group Greece
P.C.
Greece EUR 2,500,000 TC ATAG Heating B.V. 100.00
14 Ariston Group India
Private Limited
India INR 457,500,000 TC Ariston Holding N.V.
Ariston S.p.A.
99.99 0.01
15 Ariston Group Water
Heating Solutions Egypt
LLC
Egypt EGP 438,595,000 TC ATAG Heating B.V. 99.99
16 Ariston Gulf Water
Heating LLC
UAE AED 400,000 TC Ariston Holding N.V.
Ariston Holding N.V.
0.01
100.00
17 Ariston Heating Solutions
(China) Co. Ltd.
China CNY 145,885,010 TC Ariston Holding N.V. 100.00
18 Ariston Heating
Technology Nigeria Ltd.
Nigeria NGN 100,000,000 TC Ariston Holding N.V. 100.00
19 Ariston Holding USA LLC USA USD 98,037,666 TC Elcotherm AG 100.00
20 Ariston Hungária Kft. Hungary HUF 131,000,000 TC Ariston Holding N.V. 100.00
21 Ariston Iberica S.L. Spain EUR 800,000 TC Ariston Holding N.V. 100.00
22 Ariston Industrial
Vietnam Co. Ltd.
Vietnam VND 41,600,000,000 TC Ariston Holding N.V. 100.00
23 Ariston Kazakhstan LLP Kazakhstan KZT 212,100 TC Ariston Holding N.V. 100.00
24 Ariston Maroc SA Morocco MAD 3,000,000 TC Ariston Holding N.V. 100.00
25 Ariston Polska Sp. zo.o. Poland PLN 12,000,000 TC Ariston Holding N.V. 100.00
26
27
Ariston Pte Ltd.
Ariston S.p.A.
Singapore
Italy
SGD
EUR
100,000
30,100,000
TC
TC
Ariston Holding N.V.
Ariston Holding N.V.
100.00
100.00
28 Ariston Sales Mexico S.A.
de C.V.
Mexico MXN 132,238,920 TC Ariston Climate
Solutions Mexico S.A.
de C.V.
0.07
ATAG Heating B.V. 0.01
Calentadores de
America S.A. de C.V.
99.92
29 Ariston South Africa (Pty)
Ltd.
South Africa ZAR 100 TC Ariston Holding N.V. 100.00
30 Ariston Thermo
Argentina S.r.l.
Argentina ARS 50,000,000 TC Ariston Holding N.V. 99.66
31 Ariston Thermo Romania Romania RON 29,041,740 TC Thermowatt S.p.A.
Ariston Holding N.V.
100.00 0.34
32 S.r.l.
Ariston Thermo Rus LLC
Russia RUB 1,403,787,727 TC Ariston Holding N.V. 100.00
33 (1)
Ariston Thermo Tunisie
Tunisia EUR 500,000 TC Elcotherm AG 66.70
SA Third parties 33.30
34 Ariston U.K. Ltd. UK GBP 7,500,000 TC Ariston Holding N.V. 100.00
35
36
Ariston Ukraine LLC
Ariston USA LLC
Ukraine
USA
UAH
USD
38,705,753
10,275,184
TC
TC
Ariston Holding N.V.
Ariston Holding USA
100.00 100.00
37 Ariston Vietnam CO. Ltd. Vietnam VND 31,471,000,000 TC LLC
Ariston Holding N.V.
100.00
38 Atag Electronics B.V. Netherlands EUR 1 TC Atag Heating B.V. 100.00
39 Atag Engineering B.V. Netherlands EUR 1 TC Atag Heating B.V. 100.00
40 Atag Heating B.V. Netherlands EUR 10,000 TC Ariston Holding N.V. 100.00
Business Direct Subsidiaries' Minority
Company Registered office Curr. Share capital unit (*) Investing companies interest interest interest
41 Atag Heizungstechnik
GmbH
Germany EUR 512,000 TC Atag Heating B.V. 100.00
42 Atag Verwarming Belgie
B.V.BA
Belgium EUR 18,600 TC Atag Heating B.V. 100.00
43 Atmor Electronic
Technology Company
Ltd.
Hong Kong HKD 10,000 TC Ariston IL Ltd 100.00
44 BCE S.r.l. Italy EUR 10,400 BUR Ecoflam Bruciatori
S.p.A.
100.00
45 Brink Climate Systems
B.V.
Netherlands EUR 20,004 TC Ariston Climate
Systems GmbH
100.00
46 Brink Climate Systems
Deutschland GmbH
Germany EUR 450,000 TC Wolf GmbH 100.00
47 Brink Climate Systems
France S.a.s.
France EUR 10,000 TC Brink Climate Systems
B.V.
100.00
48 Calentadores de America
S.A. de C.V.
Mexico MXN 958,143,637 TC Ariston Climate
Solutions Mexico S.A.
de C.V.
Atag Heating B.V.
99.99
0.01
49 Chromagen Australia PTY
Ltd.
Australia AUD 10,358,995 TC Elcotherm AG 51.00
50 Ariston IL Ltd Israel ILS 13,322 TC Third parties
Elcotherm AG
100.00 49.00
51 Clima Techno Service
S.r.l
Italy EUR 10,000 TC Ariston Holding N.V. 100.00
52
53
Cuenod S.a.s.
Domotec AG
France
Switzerland
EUR
CHF
15,422,390
50,000
BUR
TC
Ariston France sas
Elcotherm AG
100.00
100.00
Ariston Holding USA
54 DDR Heating Inc USA USD 37,812.46 TC LLC 100.00
55
56
Ecoflam Bruciatori S.p.A.
Elco Austria GmbH
Italy
Austria
EUR
EUR
3,690,000
35,000
BUR
TC
Ariston Holding N.V.
Elcotherm AG
100.00 100.00
57 Elco B.V. Netherlands EUR 2,046,004 TC Elco Burners B.V. 100.00
58 Elco Belgium S.A./N.V. Belgium EUR 3,650,000 TC Ariston Benelux
S.A./N.V.
Elco B.V.
99.99
0.01
59 Elco Burners B.V. Netherlands EUR 22,734 BUR Atag Heating B.V. 100.00
60 Elco Burners GmbH Germany EUR 25,000 BUR Ariston Deutschland
GmbH
100.00
61 Elco GmbH Germany EUR 50,000 TC Ariston Deutschland
GmbH
100.00
62 Elco Heating Solutions
Ltd.
UK GPB 3,001,750 TC Ariston U.K. Ltd. 100.00
63 Elco Italia S.p.A. Italy EUR 3,500,000 TC Ariston S.p.A. 100.00
64
65
Elcotherm AG
Gastech-Energi A/S
Switzerland
Denmark
CHF
DKK
1,000,000
7,554,935
TC
TC
Ariston Holding N.V.
Ariston Holding N.V.
100.00
100.00
66 Holmak export import
D.o.o.e.l.
Macedonia MKD 816,651 TC Brink Climate Systems
B.V.
100.00
67 Ingrado S.r.l. Italy EUR 10,000 TC Ariston Holding N.V. 100.00
68 Instachauf S.a.s. France EUR 200,000 TC Ariston Holding N.V. 100.00
69 Ned Air B.V. Netherlands EUR 54,000 TC Ariston Climate System
GmbH
100.00
70 NTI Boilers Inc. Canada CAD 43,000,000 TC Ariston Holding N.V. 100.00
71
72
NTI USA Inc.
Pro-Klima D.o.o.
USA
Croatia
USD
EUR
1
1,208,820
TC
TC
NTI Boilers Inc.
Wolf GmbH
100.00
100.00
73 PT Ariston Group
Indonesia Ltd.
Indonesia IDR 16,260,750,000 TC Ariston Holding N.V. 99,93
Ariston Pte Ltd. 0.07
74 Racold Thermo Private
Ltd.
India INR 262,134,750 TC Ariston Holding N.V. 99.99
Ariston S.p.A. 0.01
75
76
S.H.E. d.o.o. Svilajnac
SPM Innovation S.a.s.
Serbia
France
RSD
EUR
35,432,220
750,020
COM
BUR
Thermowatt S.p.A.
Ariston Holding N.V.
100.00 100.00
77 Tasfiye Halinde Ariston
Thermo Isıtma ve
Soğutma Sistemleri
İthalat ve İhracat ve
Turkey TRY 66,157,500 TC Ariston Holding N.V. 100.00
Dağıtım Ltd.Şti.
78 Thermowatt (Wuxi)
Electric Co. Ltd.
China CNY 82,769,200 COM Ariston Heating
Solutions (China) Co.
Ltd.
70.00
Thermowatt Professional Ariston Holding N.V. 30.00
79 S.r.l. Italy EUR 100,000 COM Thermowatt S.p.A. 100.00
80 Thermowatt S.p.A. Italy EUR 7,700,000 COM Ariston Holding N.V. 100.00
81 WOLF
Energiesparsysteme
O.O.O.
Russia RUB 113,200,000 TC Wolf GmbH 99.00
Wolf Power Systems 1.00
Company Registered office Curr. Share capital Business
unit (*)
Investing companies Direct
interest
Subsidiaries'
interest
Minority
interest
82 Wolf Energiesystemen
B.V.
Netherlands EUR 150,000 TC Wolf GmbH 100.00
83 Wolf France S.a.s. France EUR 1,040,000 TC Wolf GmbH 100.00
84 Wolf GmbH Germany EUR 20,000,000 TC Ariston Climate
Systems GmbH
100.00
85 Wolf HVAC HK Ltd. Hong Kong HKD 10,000 TC Wolf GmbH 100.00
86 Ariston Climate Solutions
(Shanghai) Co., Ltd.
China CNY 14,512,361 TC Wolf GmbH 100.00
87 Wolf Power Systems
GmbH
Germany EUR 500,000 TC WEBA Services GmbH
Wolf GmbH
89.00
11.00
88 WEBA Services GmbH Germany EUR 83,333 TC Ariston Deutschland
GmbH
100.00
89 Wolf Technika Grzewcza
Sp.zo.o.
Poland PLN 3,189,100 TC Ariston Polska Sp.z.o.o. 100.00
90 Z.R.E. Srl Italy EUR 98,800 COM Thermowatt S.p.A.
Third parties
80.00 20.00

The participation shares in this table are the ones relevant for determining the Consolidated financial statements. The companies acquired with the put/call contracts to be exercised on the remaining shares of the share capital were fully consolidated, together with the acquisition agreement based on the provisions set forth in IFRS3 (see the specific treatment of the individual put/call options in the notes)

All companies summarised in the table above are consolidated using the line by line method

(1) Ariston Thermo Rus LLC has been included in the perimeter as of April 2025, following the regaining of control of the entity pursuant to Presidential Decree No. 176 of the Russian Federation

(*) Refers to the main Division

LIST OF COMPANIES NOT INCLUDED IN THE SCOPE OF CONSOLIDATION

Company Registered office Curr. Share capital Business unit
(*)
Investing companies Group's
interest
1 Joint venture "Ariston Thermo - UTG
LLC" (**)
Uzbekistan EUR 1,000,000 TC Ariston Holding N.V. 51.00
2 Haas Heating B.V. Netherlands EUR 100 TC Atag Heating B.V. 24.50
3 Thermal Earth Ltd UK GBP 81 TC Ariston U.K. Ltd. 30.00
4 Cinergi Ltd UK GBP 100 TC Ariston U.K. Ltd. 24.75
5 Ariston Lennox Water heating North
America LLC
USA USD 1,400,000(***) TC Ariston USA LLC 50.10

(**) The company was not included in the scope of consolidation because of its limited area of operation and significance

(***) Unpaid share capital

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