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Carel Industries

Interim / Quarterly Report Aug 7, 2025

4037_rns_2025-08-07_c8c7d536-db97-4ced-99b0-70feb256fa02.pdf

Interim / Quarterly Report

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2025 INTERIM FINANCIAL REPORT

CONTENTS

Group Structure 4
Corporate Bodies 5
INTERIM DIRECTOR'S REPORT
AT 30 JUNE 20256
Group Performance 8
Outlook 13
Condensed interim consolidated financial statements
as at and for the six months
ended 30 June 2025
and notes thereto14
Statement of financial position 15
Statement of profit or loss 16
Statement of comprehensive income 16
Statement of cash flows 17
Statement of changes in equity 18
Notes …………………………………………………………………………………………………… 19
Statement on the condensed interim consolidated financial statements pursuant to article 154-
bis of Legislative decree no. 58/98 and article 81-ter of Consob regulation no. 11971 of 14 May
1999 as subsequently amended and supplemented 39
Indipendent auditors report……………………………………………………………………………40

GROUP STRUCTURE

The following graph shows the group's structure at 30 June 2025:

*= 1% held by Carel France sas

CORPORATE BODIES

Board of Directors Chairperson Luigi Rossi Luciani
Executive deputy chairperson Luigi Nalini
Chief Executive Officer Francesco Nalini
Executive Director Carlotta Rossi Luciani
Lead Indipendent Director Mario Cesari
Indipendent Director Cinzia Donalisio
Indipendent Director Gianluigi Vittorio Castelli
Indipendent Director Marina Manna
Indipendent Director Laura Rovizzi
Board of statutory auditors Chairperson Paolo Prandi
Standing statutory auditor Saverio Bozzolan
Standing statutory auditor Gianna Adami
Alternate statutory auditor Fabio Gallio
Alternate statutory auditor Elena Angela Maria Valenti
Indipendent Auditors Deloitte & Touche SpA
Audit, risk and sustainability Chairperson Marina Manna
committee Member Cinzia Donalisio
Member Mario Cesari
Remuneration Committee Chairperson Cinzia Donalisio
Member Marina Manna
Member Mario Cesari
Supervisory body Chairperson Alberto Berardi
as per Leg. dec. no. 231/2001 Member Arianna Giglio
Member Alessandro Grassetto

CAREL INDUSTRIES Group 2025 Interim Financial Report

INTERIM DIRECTOR'S REPORT

AT 30 JUNE 2025

GROUP PERFORMANCE

STATEMENT OF PROFIT OR LOSS

(€'000) % %
First Half 2025 First Half 2024 First Half 2025 First Half 2024
Revenues 306,177 291,526
Other revenues 2,382 2,516 0.8% 0.9%
Costs of raw materials, consumables and goods and changes in
inventories (119,513) (119,555) (39.0%) (41.0%)
Services (42,890) (41,108) (14.0%) (14.1%)
Capitalized development expenditure 2,432 2,547 0.8% 0.9%
Personnel expense (86,257) (80,752) (28.2%) (27.7%)
Other expense, net (4,048) (1,944) (1.3%) (0.7%)
Amortisation, depreciation and impairment losses (21,513) (18,914) (7.0%) (6.5%)
OPERATING PROFIT 36,770 34,316 12.0% 11.8%
Net financial expeses (2,754) (3,500) (0.9%) (1.2%)
Net exchange losses (492) 839 (0.2%) 0.3%
Fair value gain (loss) on call options - 3,373 - 1.2%
Share of profit of equity-accounted investees 1,041 1,732 0.3% 0.6%
PROFIT BEFORE TAX 34,565 36,760 11.3% 12.6%
Income taxes (8,018) (8,421) (2.6%) (2.9%)
PROFIT OF THE PERIOD 26,547 28,338 8.7% 9.7%
Non controlling interest 56 524 0.0% 0.2%
PROFIT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS
OF THE PARENT 26,490 27,814 8.7% 9.5%

CONSOLIDATED REVENUES

(€'000) First Half 2025 First Half 2024 Variation % Fx Variation % *
Revenues 306,177 291,526 5.0% 5.7%

The Group revenues for the first half of 2025 increased by 5% on the corresponding period of 2024 reacing €306,177 thousand (first half of 2024: €291,526 thousand); at constant exchange rates, the increase would have been 5.7%.

A breakdown of revenue by geographical segment is as follows:

REVENUES BY GEOGRAPHICAL SEGMENT

(€'000) First Half 2025 First Half 2024 Variation % Fx Variation % *
Europe, Middle East and Africa 201,142 193,516 3.9% 3.9%
APAC 39,493 40,174 (1.7%) 0.0%
Nord America 59,019 50,143 17.7% 19.0%
Sud America 6,523 7,692 (15.2%) (5.3%)
Total 306,177 291,526 5.0% 5.7%

* The FX variation % is calculated as the percentage of change at constant exchange rates, i.e., using those of the first semester 2024.

The geographical segments reflect the geographical location of the countries in which the revenue is earned considering the group's marketing strategies.

The breakdown of revenue by market is as follows:

REVENUES BY MARKET SEGMENT

(€'000) First Half 2025 First Half 2024 Variation % Fx Variation % *
HVAC Revenues 219,650 206,476 6.4% 6.9%
REF Revenues 86,118 84,639 1.7% 2.7%
Total Core Revenues 305,768 291,115 5.0% 5.7%
Non-Core Revenues 409 410 (0.2%) (0.1%)
Total 306,177 291,526 5.0% 5.7%

The increase in revenues was mainly driven by a good performance in North America and Europe in the HVAC market, thanks in part to steady growth in data center cooling applications. In Europe also the refrigeration market made a positive contribution thanks to increased investment in supermarket chains. Revenues in APAC, at constant exchange rates, were in line with the previous period thanks to growth in the Chinese market, which offset a decline in revenues in other countries in the region. Revenues in South America, at constant exchange rates, decreased by 5.3%, mainly due to slowdown in investments in the refrigeration market.

MAIN FINANCIAL INDICATORS

The main financial indicators for the first half of 2025 compared with the corresponding period of the previous year are set out below:

(€'0000) First Half 2025 First Half 2024 Variation Variation %
EBITDA1 58,283 53,230 5,053 9.5%
EBITDA % 2 19.0% 18.3% n.a. 4.3%
EBITDA ADJ 3 59,086 53,781 5,305 9.9%
EBITDA ADJ % 4 19.3% 18.4% n.a 4.6%
NET RESULT 26,547 28,338 (1,792) (6.3%)

The Group's EBITDA % for the first half of 2025 was 19.0%, increasing on the same period of the previous year (18.3%). In absolute terms, EBITDA amounted to 58,283 thousand (+9.5% compared the same period of previous year). The increase in EBITDA is mainly attributable to the industrial components and operating leverage.

The costs for purchases of raw materials, goods and changes in inventories are in line in absolute value compared to the previous period, but dropped their impact on revenues from 41.0% as of 30 June 2024 to 39.0% as of 30 June 2025 thanks also to the strong growth of the business developed by Kiona which by its nature does not involve significant purchase of materials.

Personnel costs increased due to investments on specific strategic areas, mainly in the Parent Company and in the US subsidiaries; the incidence on revenues was 28.2% (27.7% at 30 June 2024).

Adjusted Ebitda amounted to €59,086 thousand, compared to €53,781 thousand for the first half of 2024; the adjusted costs mainly refer to extraordinary and non-recurring consulting costs (€803 thousand).

Amortisation and depreciation amounted to €21,513 thousand (first half of 2024: €18,914 thousand); of this amount, €5,741 thousand (first half of 2024: €5,750 thousand) refers to the amortisation of purchase price allocations accounted for at consolidation level of the companies acquired in previous years.

1 EBITDA is not identified as an accounting measure under the IFRS, but the group calculates EBITDA as the sum of the profit before tax, the share of profit (loss) of equity-accounted investees, exchange differences, net financial income (expense) and amortisation, depreciation and impairment losses. It uses EBITDA to assess its operating performance.

2 The EBITDA % is the ratio of EBITDA to revenue.

3 Adjusted EBITDA is not identified as an accounting measure under the IFRS, but is commonly used by both management and investors to evaluate the operating performance of the company and group. Adjusted EBITDA is EBITDA plus costs taken from the consolidated financial statements prepared in accordance with the IFRS integrated by the notes thereto.

4 The adjusted EBITDA % is the ratio of adjusted EBITDA to revenue

Net financial expenses amounted to €2,754 thousand (first half of 2024: €3,500 thousand). The decrease is mainly attributable to lower bank interest expense on loans and lower interest expenses recognized for options on non-controlling interests.

The group tax rate was 23.2%, in line with the previous period (22.9%).

Profit amounted to €26,547 thousand compared to €28,338 thousand in the corresponding period of the previous year.

MAIN STATEMENT OF FINANCIAL POSITION INDICATORS

The main statement of financial position indicators at 30 June 2025 compared with those at 31 December 2024 are set out below:

STATEMENT OF FINANCIAL POSITION
(€'000) 30.06.2025 31.12.2024 Variation %
Non current assets5 492,877 508,920 (3.2%)
Net Working Capital6 76,306 76,909 (0.8%)
Defined benefit plans (7,096) (7,390) (4.0%)
Net Invested Capital7 562,088 578,438 (2.8%)
Equity 435,643 441,535 (1.3%)
Call option on non-controlling interests and earn-out. 85,314 86,714 (1.6%)
Net Financial debt 41,131 50,190 (18.1%)
Total 562,088 578,438 (2.8%)

Net invested capital decreased compared to the previous year, in part due to depreciation for the period, which was only partially offset by investments, and to the conversion of financial statements expressed in US dollars.

Investments in property, plant and equipment amounted to €4,742 thousand, compared to €8,891 thousand in the first half of 2024. Intangible assets increased by €4,127 thousand (€4,154 thousand in the first half of 2024) and include also the capitalisation of costs related to development projects.

The breakdown of investments by geographical segment, net of right-of-use assets and goodwill, is as follows:

INVESTEMET
(€'000) 30.06.2025 30.06.2024 Variation
Europe, Middle East and Africa 7,420 11,515 (4,095)
APAC 845 762 83
Nord America 345 711 (366)
Sud America 259 58 201
Total 8,869 13,045 (4,177)

Net working capital is basically in line with December 2024; trade receivables increased by a total of €9,897 thousand, mainly due to seasonal trends, partially offset by higher level of trade payables and other current liabilities.

Call options on non-controlling interests and earn-out decreased mainly due to the impact of euro-dollar exchange rate.

The net financial debt amounted to €41,131 thousand, compared to €50,190 thousand at 31 December 2024, as shown below:

5 Net non-current assets is the sum of property, plant and equipment, intangible assets, equity-accounted investments and other non-current assets less other noncurrent liabilities.

6 Net working capital is the sum of trade receivables, inventories, tax assets, other current assets, deferred tax assets, trade payables, current tax liabilities, other current liabilities, deferred tax liabilities and provisions for risks.

7 Net invested capital is the sum of (i) net non-current assets, (ii) net working capital and (iii) defined benefit plans.

(€'000) 30.06.2025 31.12.2024
Non-current financial liabilities 67,077 84,433
Current financial liabilities 47,140 36,626
Non-current lease liabilities 24,589 24,934
Current lease liabilities 5,452 6,605
Cash and cash equivalents (102,268) (99,119)
Current financial assets (859) (3,290)
Net financial debt 41,131 50,190
Net financial debt (excluding the effects of IFRS 16) 11,090 18,651
Net bank loans and borrowings 9,409 17,658

The net financial debt is mainly comprised of:

  • current and non-current bank loans and borrowings totalling €52.0 million (€59.3 million at 31 December 2024);
  • current and non-current amounts due to bondholders totalling €59.9 million (€59.9 million at 31 December 2024);
  • current and non-current other loans and borrowings totalling €0.3 million (€0.7 million at 31 December 2024);
  • current and non-current financial liabilities related to acquisitions totaling €0.6 million (€0.6 million at 31 December 2024);
  • current and non-current lease liabilities totaling €30.3 million (€31.7 million at 31 December 2024);
  • cash and cash equivalents totalling €102.3 million;
  • current financial assets totalling €0.9 million.

At 30 June 2025, 34% of cash and cash equivalents and current financial assets were held by Italian group companies, approximately 15% by the Chinese subsidiary, approximately 9% by the US subsidiaries and 9% by Kiona group. The remaining amount was split among the other Group companies.

During the period, dividends of €18,622 thousand were also distributed (30 June 2024: €21,428 thousand).

Reference should be made to the statement of cash flows for more information on changes in such caption.

HUMAN RESOURCES

The workforce at 30 June 2025 was basically the same as at 31 December 2024 and the breakdown by geographic area is as follows:

30.06.2025 31.12.2024 Variation
Europa, Middle East and Africa 1,860 1,846 14
APAC 404 398 6
Nord America 293 285 8
Sud America 59 63 (4)
Total Workforce 2,616 2,592 24

MAIN RISKS AND UNCERTAINTIES TO WHICH THE GROUP IS EXPOSED

Risks connected to general economic conditions

The Group's financial position, financial performance and cash flows may be influenced by a number of factors related to the general macroeconomic backdrop, such as changes in GDP, the cost of raw materials and the level of business confidence in the various countries in which the Group operates.

Significant macroeconomic events, such as a generalised and significant increase in the price of the main raw materials, a considerable drop in demand in one of the Group's main new markets, a lingering uncertainty and volatility on financial and capital markets, a negative interest rate trend and unfavourable

exchange rate fluctuations in the Group's main currencies, may negatively affect the Group's outlook and operations, in addition to its performance figures and financial position.

The effects of such macroeconomic context may inevitably also have an impact on the other risks described below.

Risks connected to the performance of the reference market

The markets in which the Group operates may be influenced to varying degrees by often unpredictable cyclical expansion and resizing. The ways in which the main customers absorb these fluctuations in demand and reflect them through the entire production chain may have a significant impact on procurement policies and inventories management and, as a result, on working capital needs and the ability to adequately absorb fixed costs.

In the first half of 2025, there was an increase in demand for Carel Group products compared to the previous half-year, although this was not uniform across geographical areas. The dynamics of the different markets, in terms of both their geographical size and product families, including legislative measures, were closely monitored, both in order to adjust commercial, procurement and production policies and to identify opportunities to develop new products.

Liquidity risk

The Group's debt partly bears floating interest rates. Given its ample liquidity, it has an immaterial liquidity risk with respect to its short-term deadlines and, therefore, this risk principally refers to its medium to long-term financing. When deemed significant, the Group agrees hedging instruments to neutralise interest rate fluctuations.

The Group still has a high level of liquidity.

Credit Risk

The Group's credit risk management policy includes rating its customers, setting purchase limits and taking legal actions. It prepares periodic reports to ensure tight control over credit collection. Each group company has a credit manager in charge of credit collection on sales made in their markets. Coordination between the companies is based on the electronic exchange of information about common customers and the coordination of delivery blocks or the commencement of legal action. The loss allowance is equal to the nominal amount of the uncollectible receivables after deducting the part secured with bank collaterals. Impairment losses are recognised considering past due receivables from customers with financial difficulties and receivables for which legal action has commenced. The Group mainly deals with well-known and reputable customers. Its policy is to constantly monitor those customers that request payment extensions.

As already mentioned, the Group has not recorded significant changes in credit management and related risks.

Risks related to the supply chain

Inadequate management of the Group's strategic suppliers with reference to quality controls, delivery times and requested production flexibility would result in the risk of potential operating inefficiencies and inability to satisfy customers' needs.

In order to tackle this risk, Carel subjects its suppliers to an initial evaluation, followed by regular subsequent evaluations, particularly strategic suppliers. This evaluation measures their suitability in terms of technological and production capacity, overall quality of processes and products, ISO standards quality certifications, business and financial situation and compliance with standards of ethical behavior.

OUTLOOK

From a geopolitical standpoint, no significant changes were recorded in the second quarter of 2025. Indeed, this period was also marked by significant trade tensions, along with the ongoing conflicts between Russia and Ukraine, and between Israel and Hamas.

This context has continued to fuel instability and uncertainty in major global economies, whose trends, as highlighted by the main indicators, often appear heterogeneous and in any case difficult to interpret.

In light of this scenario, the double-digit organic revenue growth recorded by CAREL in the second quarter takes on an even more significant meaning, highlighting the Group's ability to seize important opportunities even in not particularly favourable contexts.

Regarding the progression of the year, significant elements of uncertainty remain. However, thanks to the excellent results achieved between April and June, an order portfolio which – despite having a limited backlog (3-5 weeks) – remains solid, and positive market trends observed, the Group expects to close the third quarter with revenue growth (at constant exchange rates) ranging from high single to low doubledigit percentages compared to the third quarter of 2024.

This projection does not factor in any potential negative geopolitical developments, which cannot be foreseen at this time

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTHS ENDED 30 JUNE 2025 AND NOTES THERETO

STATEMENT OF FINANCIAL POSITION

(€'000) Note 30.06.2025 31.12.2024
Property, plant and equipment 1 113,854 123,124
Intangible assets 2 370,121 379,745
Equity-accounted investments 3 6,218 3,999
Other non-current assets 4 4,453 4,468
Deferred tax assets 5 15,481 14,689
Non-current assets 510,127 526,025
Trade receivables 6 109,503 99,606
Inventories 7 94,131 94,206
Current tax assets 8 4,455 6,238
Other current assets 9 19,357 22,540
Current financial assets 10 859 3,290
Cash and cash equivalents 11 102,268 99,119
Current assets 330,574 324,998
TOTAL ASSETS 840,701 851,023
Equity attributable to the owners of the parent 12 429,063 434,944
Equity attributable to non-controlling interests 13 6,580 6,591
Total equity 435,643 441,535
Non-current financial liabilities 14 91,666 109,367
Provisions for risks 15 7,295 6,358
Defined benefit plans 16 7,096 7,390
Deferred tax liabilities 17 25,108 26,185
Other non-current liabilities 18 64,903 87,720
Non-current liabilities 196,067 237,020
Current financial liabilities 14 52,592 43,231
Trade payables 19 66,920 62,689
Current tax liabilities 20 6,787 6,250
Provisions for risks 15 4,452 5,435
Other current liabilities 21 78,240 54,863
Current liabilities 208,991 172,468
TOTAL LIABILITIES AND EQUITY 840,701 851,023

STATEMENT OF PROFIT OR LOSS

(€'000) Note First half of
2025
First half of
2024
Revenue 22 306,177 291,526
Other revenue 23 2,382 2,516
Costs of raw materials, consumables and goods and changes in inventories 24 (119,513) (119,555)
Services costs 25 (42,890) (41,108)
Capitalised development expenditure 26 2,432 2,547
Personnel expense 27 (86,257) (80,752)
Other expense, net 28 (4,048) (1,944)
Amortisation, depreciation and impairment losses 29 (21,513) (18,914)
OPERATING PROFIT 36,770 34,316
Net financial expenses 30 (2,754) (3,500)
Net exchange gain (loss) 31 (492) 839
Fair value gains (loss) on call options 32 - 3,373
Share of profit of equity-accounted investees 33 1,041 1,732
PROFIT BEFORE TAX 34,565 36,760
Income taxes 34 (8,018) (8,421)
PROFIT FOR THE PERIOD 26,547 28,338
Non-controlling interests 56 524
PROFIT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE
PARENT
26,490 27,814

STATEMENT OF COMPREHENSIVE INCOME

(€'000) Note First half of
2025
First half
of 2024
PROFIT FOR THE PERIOD 26,547 28,338
Items that may be subsequently reclassified to profit or loss:
- Fair value gains (losses) on hedging derivatives net of the tax effect (71) (98)
- Exchange differences (13,816) 1,487
Items that may not be subsequently reclassified to profit or loss:
- Actuarial gains (losses) on employee benefits net of the tax effect 68 2
Comprehensive income 12,728 29,729
attributable to:
- Owners of the parent 12,679 29,197
- Non-controlling interests 49 532
Earnings per share
Earnings per share (in Euros) 12 0.24 0.25

STATEMENT OF CASH FLOWS

(€'000) Note First half of 2025 First half of 2024
(*)
Profit for the period 26,547 28,338
Adjustments for:
Amortisation, depreciation and impairment losses 29 21,513 18,914
Accruals to/utilisations of provisions 2,456 6,020
Other (income) expense, net 1,990 (2,992)
Income taxes 34 8,018 8,421
Changes in working capital:
Change in trade receivables and other current assets (9,517) (8,144)
Change in inventories 7 (4,001) (9,607)
Change in trade payables and other current liabilities 6,123 (12,670)
Change in non-current assets (13) (61)
Change in non-current liabilities (194) (949)
Cash flows from operating activities 52,923 27,270
Net interest paid (2,099) (2,706)
Income taxes paid (7,762) (10,290)
Net cash flows from operating activities 43,062 14,274
Investments in property, plant and equipment 1 (4,742) (8,891)
Investments in intangible assets 2 (4,127) (4,155)
Disinvestments of financial assets 10 2,430 (44)
Disinvestments of property, plant and equipment and intangible assets 205 145
Interest collected 963 1,955
Investments in equity-accounted investees 3 (1,150) -
Business combinations net of cash acquired 2 - -
Cash flows used in investing activities (6,421) (10,990)
Disposal (acquisition) of non-controlling interest - (44,213)
Capital increases - -
Repurchase of treasury shares - -
Dividend distributions 12 (18,561) (21,308)
Dividends distributed to non-controlling interests 13 (61) -
Increase in financial liabilities 14 10,000 10,044
Decrease in financial liabilities 14 (17,370) (22,138)
Decrease in lease liabilities 14 (3,950) (4,068)
Cash flows from (used in) financing activities (29,942) (81,682)
Change in cash and cash equivalents 6,699 (78,399)
Cash and cash equivalents - opening balance 99,119 154,010
Exchange differences (3,550) (48)
Cash and cash equivalents - closing balance 102,269 75,563

(*) the caption Other (income) expense net and Interest paid were reclassified for comparable purposes.

STATEMENT OF CHANGES IN EQUITY

Share
capital
Legal
reserve
Translation
reserve
Hedging
reserve
Other
reserves
Retained
earnings
Profit for
the period/
Equity Equity att. to
non
controlling
interests
Total
Equity
Balance at 01.01.2024 11,250 2,000 (3,015) 393 182,307 112,544 70,942 376,422 19,752 396,174
Owner transactions
Allocation of the prior year
profit
- 250 - - 22,770 47,922 (70,942) - - -
Capital Increases - - - - - - - - - -
Repurchase of treasury
shares
- - - - - - - - - -
Dividend Distribution - - - - - (21,374) - (21,374) (54) (21,428)
Call options on non
controlling interests
- - - - - - - - - -
Change in consolidation
scope
- - - - - 13,875 - 13,875 (13,875) -
Total Owner
Transactions
11,250 2,250 (3,015) 393 205,077 152,967 - 368,923 5,823 374,746
Profit of the period 27,814 27,814 524 28,338
Other comprehensive
Income (Expenses)
- - 1,479 (98) 2 - - 1,383 8 1,391
Comprehensive Income - - 1,479 (98) 2 - 27,814 29,197 532 29,728
Balance at 30.06.2024 11,250 2,250 (1,536) 295 205,079 152,967 27,814 398,119 6,355 404,474
Balances at 01.01.2025 11,250 2,250 638 127 205,069 152,967 62,642 434,944 6,591 441,535
Owner transactions
Allocation of the prior year
profit
- - - - 4,604 58,038 (62,642) - - -
Capital Increases - - - - - - - - - -
Repurchase of treasury
shares
- - - - - - - - - -
Dividend Distribution - - - - - (18,561) - (18,561) (61) (18,622)
Call options on non
controlling interests
- - - - - - - - - -
Acquisition of non
controlling interests
- - - - - - - - - -
Total Owner
Transactions
11,250 2,250 638 127 209,673 192,444 - 416,383 6,530 422,914
Profit of the period - - - - - - 26,490 26,490 57 26,547
Other comprehensive
expense
- - (13,808) (71) 68 - (13,811) (8) (13,819)
Comprehensive Income - - (13,808) (71) 68 - 26,490 12,679 49 12,729
Balances at 30.06.2025 11,250 2,250 (13,170) 56 209,741 192,444 26,490 429,063 6,579 435,643

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONTENT AND FORMAT OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Carel Industries S.p.A. (the "Parent") heads the group of the same name and has its registered office in Via Dell'Industria 11, Brugine (PD). It is a company limited by shares and its tax code and VAT number is 04359090281. It is included in the Padua company register.

The Group provides control instruments to the air-conditioning (HVAC) and commercial and industrial refrigeration (REF) markets and also produces air humidification systems. It has 47 commercial companies of which 15 production sites which serve the main markets.

The IFRS condensed interim consolidated financial statements at 30 June 2025 refer to the period from 1 January 2025 to 30 June 2025.

The Carel Group adopted the IFRS endorsed by the European Union for the first time on 1 January 2015.

The Parent's Board of Directors approved the condensed interim consolidated financial statements at 30 June 2025 on 1 August 2025.

The condensed interim consolidated financial statements include the results of the Parent and its subsidiaries, based on their updated accounting records.

STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION

The condensed interim consolidated financial statements at 30 June 2025 have been prepared in compliance with IAS 34 Interim financial reporting issued by the International Accounting Standards Board (IASB). Pursuant to IAS 34, these notes have been prepared in a condensed format and do not include all the disclosures required for annual financial statements. They solely provide information about those captions that, due to their size, content or changes therein during the period, are key to an understanding of the Group's financial position, financial performance and cash flows. Therefore, these condensed interim consolidated financial statements shall be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2024. The condensed interim consolidated financial statements include the statement of profit or loss, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and these notes, which are an integral part thereof.

The condensed interim consolidated financial statements were prepared in thousands of Euro, which is the Group's functional and presentation currency. There may be rounding differences when items are added together as the individual items are calculated in Euros.

The condensed interim consolidated financial statements have been prepared on a going concern basis, considering the Group's financial soundness, performance for the period and outlook, in addition to its available resources, which are sufficient to cover any contractual commitments and strategic needs.

Preparation of condensed interim consolidated financial statements under the IFRS requires management to make judgements and estimates that affect the amounts presented therein and in the notes. Actual results may differ from these judgements.

CONSOLIDATION SCOPE

The condensed interim consolidated financial statements include the financial statements at 30 June 2025 of the Parent, Carel Industries S.p.A., and its Italian and foreign subsidiaries.

Subsidiaries are those entities over which the Parent has control, as defined in IFRS 10 Consolidated financial statements. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are consolidated starting from the date when control exists until when it ceases to exist.

Note [35] Other information lists the entities included in the consolidation scope at 30 June 2025.

BASIS OF CONSOLIDATION

The condensed interim consolidated financial statements at 30 June 2025 include the financial statements of Carel Industries S.p.A. and the Italian and foreign entities over which it has direct or indirect control. Specifically, the consolidation scope includes:

  • the subsidiaries, over which the Parent has control as defined by IFRS 10 Consolidated financial statements; these companies are consolidated on a line-by-line basis;
  • the associates, over which the Parent has the power to exercise significant influence over their financial and operating policies despite not having control; investments in these companies are measured using the equity method.

The Parent adopted the following consolidation criteria:

  • assets, liabilities, revenue and expenses of the consolidated entities are consolidated using the lineby-line approach where the carrying amount of the Parent's investments therein is eliminated against its share of the investee's equity. Any differences are treated in accordance with IFRS 10 Consolidated financial statements and IFRS 3 Business combinations. The portions attributable to non-controlling interests are recognised at the fair value of the assets acquired and liabilities assumed without recognising goodwill;
  • the Group companies are excluded from the consolidation scope when control thereover ceases to exist and any effects of exclusion are recognised as owner transactions in equity;
  • intragroup receivables and payables, revenue and expenses and all significant transactions are eliminated, including intragroup dividends. Unrealised profits and gains and losses on intragroup transactions are also eliminated;
  • equity attributable to non-controlling interests is presented separately under equity; their share of the profit or loss for the period is recognised in the statement of profit or loss;
  • the financial statements of the consolidated foreign entities using a functional currency other than the Euro are translated into Euros using the average exchange rate for the six months for the statement of profit or loss captions and the closing rate for the statement of financial position captions. Any differences between these exchange rates or due to changes in the exchange rates at the start and end of the period are recognised under equity.

ACCOUNTING POLICIES

In preparing these condensed interim consolidated financial statements, the Group applied the same accounting policies as those adopted in drafting the consolidated financial statements at 31 December 2024, to which reference should be made, with the exception of that set out in the following paragraph with regard to new standards.

NEW IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED FROM 1 JANUARY 2025

The following IFRS Accounting Standards, amendments and interpretations were applied by the Group for the first time from 1 January 2025:

• On 15 August 2023, the IASB published an amendment entitled 'Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability'. The document requires an entity to identify a methodology, to be applied consistently, to determine whether one currency can be converted into another and, when this is not possible, how to determine the exchange rate to be used and the information to be provided in the notes to the financial statements. The adoption of this amendment had no effect on the Group's consolidated financial statements.

NEW IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPROVED BY THE EUROPEAN UNION, NOT YET MANDATORY AND NOT ADOPTED IN ADVANCE BY THE GROUP AS AT 30 JUNE 2025

As at the date of this document, the competent bodies of the European Union have completed the approval process necessary for the adoption of the amendments and standards described below, but these standards are not mandatory and have not been adopted in advance by the Group as at 30 June 2025:

  • On 30 May 2024, the IASB published the document 'Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7'. The document clarifies certain issues that emerged from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary upon achievement of ESG objectives (i.e. green bonds). The amendments will apply to financial statements for financial years beginning on or after 1 January 2026. The directors do not expect the adoption of this amendment to have a significant effect on the Group's consolidated financial statements.
  • On 18 December 2024, the IASB published an amendment entitled 'Contracts Referencing Nature-dependent Electricity – Amendment to IFRS 9 and IFRS 7'. The document aims to support entities in reporting the financial effects of contracts for the purchase of electricity produced from renewable sources (often structured as Power Purchase Agreements). Under such contracts, the amount of electricity generated and purchased may vary based on uncontrollable factors such as weather conditions. The amendment will apply from 1 January 2026, but early application is permitted. The directors do not expect the adoption of this amendment to have a significant effect on the Group's consolidated financial statements.

NEW IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET APPROVED BY THE EUROPEAN UNION

As of the date of this document, the competent bodies of the European Union have not yet completed the approval process necessary for the adoption of the amendments and principles described below.

  • On 18 July 2024, the IASB published a document titled 'Annual Improvements Volume 11'. The document includes clarifications, simplifications, corrections and changes aimed at improving the consistency of various IFRS Accounting Standards. The amended standards are:
    • o IFRS 1 First-time Adoption of International Financial Reporting Standards;
    • o IFRS 7 Financial Instruments: Disclosures and the related guidelines on the implementation of IFRS 7;
    • o IFRS 9 Financial Instruments;
    • o IFRS 10 Consolidated Financial Statements; and
    • o IAS 7 Statement of Cash Flows.

The amendments will be effective from 1 January 2026, but early application is permitted. The directors do not expect the adoption of these amendments to have a significant effect on the Group's consolidated financial statements.

  • On 9 April 2024, the IASB published a new standard, IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the presentation of financial statements, with particular reference to the income statement. In particular, the new standard requires:
    • o the classification of revenues and costs into three new categories (operating, investing and financing activities), in addition to the categories of taxes and discontinued operations already present in the income statement format;
    • o the presentation of two new subtotals, operating profit and profit before interest and taxes (i.e. EBIT).

The new standard also:

  • o requires more information on performance indicators defined by management;
  • o introduces new criteria for the aggregation and disaggregation of information; and
  • o introduces some changes to the cash flow statement format, including the requirement to use operating profit as the starting point for the presentation of the cash flow statement prepared using the indirect method and the elimination of certain classification options for some existing items (such as interest paid, interest received, dividends paid and dividends received).

The new standard will be effective from 1 January 2027, but early adoption is permitted. Management is currently assessing the potential impact of the adoption of this new standard on the Group's consolidated financial statements.

  • On 9 May 2024, the IASB published a new standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures. The new standard introduces some simplifications with regard to the disclosures required by IFRS Accounting Standards in the financial statements of a subsidiary that meets the following requirements:
    • o it has not issued any equity or debt instruments listed on a regulated market and is not in the process of issuing them;
    • o its parent company prepares consolidated financial statements in accordance with IFRS standards.

The new principle will be effective from 1 January 2027, but early application is permitted. The directors do not expect the adoption of this amendment to have a significant effect on the Group's consolidated financial statements.

TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS AND TRANSACTIONS

The main exchange rates (against €1) used to translate the foreign currency financial statements at 30 June 2025, 31 December 2024 and 30 June 2024 are set out below:

Currencies Average rate Average rate Closing Rate Closing Rate
First half 2025 First half 2024 30.06.2025 31.12.2024
Pound sterling 0.842 0.855 0.856 0.829
Hong Kong dollar 8.517 8.454 9.200 8.069
Brazilian real 6.291 5.492 6.438 6.425
US dollar 1.093 1.081 1.172 1.039
Australian dollar 1.723 1.642 1.795 1.677
Chinese renminbi (yuan) 7.924 7.801 8.397 7.583
Indian rupee 94.069 89.986 100.561 88.934
South African rand 20.082 20.248 20.841 19.619
Russian ruble* 94.501 97.978 92.279 106.103
South Korean won 1,556.502 1.460.315 1,588.210 1,532.150
Mexican peso 21.804 18.509 22.090 21.550
Swedish krona 11.096 11.391 11.147 11.459
Japanese yen 162.120 164.461 169.170 163.060
Polish zloty 4.231 4.317 4.242 4.275
Thai baht 36.616 39.119 38.125 35.676
UAE dirham 4.013 3.971 4.304 3.815
Singapore dollar 1.446 1.456 1.494 1.416
Norwegian krone 11.661 11.493 11.835 11.795
Swiss franc 0.941 0.962 0.935 0.941
Ukrainian hryvnia 45.484 42.198 48.986 43.686
Canadian dollar 1.540 1.469 1.603 1.495
Turkish lira 41.091 34.236 46.568 36.737
New Zealand dollar 1.883 1.775 1.933 1.853
Kazakhstani tenge 559.345 485.672 609.310 544.980
Danish krona 7.461 7.458 7.461 7.458

* The average rate for the first half of 2025 and the closing rate at 30 June 2025 are those provided by the Central Bank of the Russian Federation.

NOTES TO THE STATEMENT OF FINANCIAL POSITION

[1] PROPERTY, PLANT AND EQUIPMENT

At 30 June 2025, property, plant and equipment amounted to €113,854 thousand compared to €123,124 thousand at 31 December 2024. The following table provides a breakdown of the caption and the changes of the period.

CHANGES OF THE PERIOD
(€'000) Land and
buildings
Plant and
machinery
Industrial and
commercial
equipment
Other items of
property, plant
and equipment
Assets under
construction and
payments on
account
Total
Balance at 31 December
2024 63,649 29,700 17,191 10,758 1,827 123,124
- Historical Cost 46,815 65,573 66,967 24,245 1,827 205,425
- Historical Cost right of use
assets
43,818 45 289 5,874 - 50,025
- Accumulated Depreciation (10,403) (35,895) (49,855) (16,639) - (112,792)
- Accumulated Depreciation
right of use assets
(16,581) (22) (209) (2,722) - (19,534)
Changes in 2025
- Investments 99 1,213 1,736 924 770 4,742
- Investments in right of use
assets 1,717 - - 1,012 - 2,729
- Reclassification (historical
cost) (1,371) 830 3 303 (1,293) (1,528)
- Sales (historical cost) - (496) (194) (353) (96) (1,139)
- Sales - Right-of-use
assets (historical cost)
(1,083) - (60) (491) - (1,635)
- Exchange differences on
historical cost (1,849) (1,072) (1,428) (480) (20) (4,849)
- Exchange differences on
accumulated depreciation
425 514 1,073 338 - 2,350
- Exchange differences on
right-of-use assets (240) (0) - (49) - (290)
- Depreciation (919) (2,683) (3,714) (1,278) - (8,594)
- Depreciation of right-of
use assets
(3,017) (7) (31) (765) - (3,820)
- Reclassifications
(accumulated depreciation) 299 187 52 (116) - 423
- Restatement of right-of
use assets
(215) - - (12) - (228)
- Sales (accumulated
depreciation)
- 490 133 312 - 934
- Sales - Right-of-use
assets (accumulated
depreciation) 1,114 - 60 461 - 1,636
Total (5,039) (1,025) (2,372) (195) (639) (9,270)
Balances at 30 June 2025 58,609 28,675 14,820 10,563 1,187 113,854
of which:
- Historical Cost 43,694 66,048 67,083 24,639 1,187 202,650
- Historical Cost right of use
assets 43,997 44 228 6,333 - 50,602
- Accumulated depreciation (10,598) (37,387) (52,312) (17,382) - (117,679)
- Accumulated Depreciation
right of use assets (18,484) (29) (180) (3,026) - (21,719)

The industrial investments made in the first half of 2025 were mainly focused to the installation of new equipment to create new product lines and increase production capacity. Significant investments were also made to improve the quality and traceability of processes and materials in the electronics production departments in Italy and Croatia.

The Group did not capitalise borrowing costs, in line with previous years.

[2] INTANGIBLE ASSETS

At 30 June 2025, this caption amounted to €370,121 thousand compared to €379,745 thousand at the end of 2024. The following table presents changes in these assets:

CHANGES OF THE PERIOD
(€'000) Development
expenditure
Trademarks,
industrial
patents and
software
licences
Goodwill Other assets Assets under
development and
payments on
account
Total
Balances at 31 December
2024
5,163 23,574 245,510 100,369 5,129 379,745
- Historical cost 32,296 55,108 245,510 129,090 5,129 467,132
- Accumulated amortisation (27,133) (31,533) 0 (28,721) - (87,388)
Movements 2025
- Investments 917 1,104 - 226 1,880 4,127
- Reclassifications
(historical cost)
1,159 1,168 - 3 (1,231) 1,099
- Sales (historical cost) (876) - - (11) - (888)
- Exchange differences on
historical cost
(279) (662) (2,998) (2,282) (104) (6,325)
- Exchange differences on
accumulated amortisation
118 217 (205) 444 - 574
- Amortisation (1,162) (3,097) - (4,838) - (9,098)
- Business combinations
(accumulated amortisation)
- Reclassifications
(accumulated amortisation)
- 12 - (0) - 11
- Sales (accumulated
amortisation)
876 - - - - 876
Total 753 (1,258) (3,203) (6,459) 545 (9,623)
Balance at 30 June 2025 5,915 22,316 242,307 93,910 5,673 370,121
of which:
- Historical cost 33,217 56,717 242,513 127,025 5,673 465,145
- Accumulated amortisation (27,301) (34,402) (205) (33,115) - (95,024)

Investments amounted to €4,127 thousand were mainly performed at the Parent Company and Kiona. They relate to the capitalization of software and development projects, some of which have already been completed and others which are still in progress.

Amortisation amounted to €9,098 thousand, of which €5,741 thousand refers to the allocation of purchases price of the companies acquired in previous years.

With regard to the recoverability of the value of goodwill recorded in the consolidated financial statements as of 30 June 2025, the Directors assessed the factors that may require an impairment test to be performed; these included an analysis of the current tariff policy implemented by the US government could have on the Group's performance. The analysis did not reveal any factors that would require an impairment test to be performed also considering the presence of productions plants owned by the Group and located in the US.

[3] EQUITY-ACCOUNTED INVESTMENTS

At 30 June 2025, this caption amounts to €6,218 thousand, compared to €3,999 thousand at 31 December 2024. The increase is due to the revaluation of the investment in Free Polska s.p.z.o.o. for €1,041 thousand and the investment of €1,150 thousand, corresponding to 23.62% of the share capital, made by the Parent Company in LogBot S.r.l., a company focusing on IoT solutions.

[4] OTHER NON-CURRENT ASSETS

At 30 June 2025, these amount to €4,453 thousand, compared to €4,468 thousand at 31 December 2024. They mainly refer to the payment of taxes on the amounts allocated to intangible assets and goodwill arising from the allocations of the acquisition price of Enginia, Recuperator and HygroMatik, totalling € 3,681 thousand.

The residual balance of this caption mainly relates to guarantee deposits.

[5] DEFERRED TAX ASSETS

At 30 June 2025, deferred tax assets amount to €15,481 thousand compared to €14,689 thousand at 31 December 2024. The Group has recognised deferred tax assets and liabilities on temporary differences between the carrying amount of assets and liabilities and their tax base.

CURRENT ASSETS

[6] TRADE RECEIVABLES

At 30 June 2025, this caption amounts to €109,503 thousand compared to €99,606 thousand at 31 December 2024. It may be analysed as follows:

(€'000) 30.06.2025 31.12.2024
Gross trade receivables 112,713 102,386
Loss allowance (3,210) (2,780)
Trade receivables 109,503 99,606

The next table breaks down gross trade receivables by geographical segment:

(€'000) 30.06.2025 31.12.2024
Europe, Middle East and Africa 76,604 67,990
APAC 14,098 14,866
North America 19,073 16,498
South America 2,938 3,032
Total 112,713 102,386

The Group does not usually charge default interest on past due receivables. A breakdown of the receivables that are not yet due and/or are past due with the relevant loss allowance is as follows:

(€'000) 30.06.2025 31.12.2024
Trade Receivables Loss Allowance Trade Receivables Loss Allowance
Not yet due 101,675 (1,575) 89,401 (1,562)
Past due < 6 months 8,652 (180) 11,523 (241)
Past due > 6 months 1,903 (1,170) 715 (361)
Past due > 12 months 484 (285) 747 (616)
Total 112,713 (3,210) 102,386 (2,780)

The Group's receivables are not particularly concentrated. It does not have customers that individually account for more than 5% of the total receivables.

The loss allowance comprises management's estimates about credit losses on receivables from end customers and the sales network. It recognises the resulting impairment losses in Other expenses, net.

[7] INVENTORIES

At 30 June 2025, this caption amounts to €94,131 thousand compared to €94,206 thousand at 31 December 2024. It may be analysed as follows:

(€'000) 30.06.2025 31.12.2024
Raw materials 63,368 66,625
Allowance for inventory write-down (13,485) (15,759)
Semi-finished products and work in progress 6,631 6,062
Finished goods 52,125 48,323
Allowance for inventory write-down (14,869) (11,887)
Payments on account 362 843
Total 94,131 94,206

The Group recognized an allowance for inventory write-down to cover the difference between the cost and estimated realizable value of obsolete raw materials and finished goods. The accrual was recognized in the statement of profit or loss caption Costs of raw materials, consumables and goods and change in inventories.

[8] CURRENT TAX ASSETS

This caption includes direct tax assets which amounted to €4,455 thousand at 30 June 2025 compared to €6,238 thousand at 31 December 2024.

[9] OTHER CURRENT ASSETS

At 30 June 2025, this caption amounts to €19,357 thousand compared to €22,540 thousand at 31 December 2024. It may be analysed as follows:

(€'000) 30.06.2025 31.12.2024
Payments on account to suppliers 1,215 1,742
Other tax assets 5,098 6,007
VAT assets 1,494 5,257
Prepayments and accrued income 9,512 8,225
Other 2,038 1,310
Total 19,357 22,540

[10] CURRENT FINANCIAL ASSETS

At 30 June 2025, this caption amounts to €859 thousand compared to €3,290 thousand at 31 December 2024. It may be analysed as follows:

(€'000) 30.06.2025 31.12.2024
Available-for-sale securities - 2,987
Derivatives 76 193
Other financial assets 720 41
Deposit accounts 64 69
Total 859 3,290

Available-for-sale securities refer to investments, with major counterparties, aimed at managing part of the Group's liquidity. The objective of these financial assets is the collection of contractual cash flows comprising payments of principal and interest at fixed rates at specific maturities or the sales of the assets.

The derivatives are forwards and currency options agreed to hedge commercial transactions but which do not qualify for hedge accounting. Fair value gains and losses are recognised in profit or loss. More information is available in the paragraph on financial instruments in note [35] Other information.

[11] CASH AND CASH EQUIVALENTS

At 30 June 2025, this caption amounts to €102,268 thousand, compared to €99,119 thousand at 31 December 2024. The caption includes €3,711 thousands related to short-term time deposits held as a temporary liquidity investment.

Reference should be made to the Statement of Cash Flows for details of changes in the Group's cash and cash equivalents and to the directors' report for the geographical breakdown.

(€'000) 30.06.2025 31.12.2024
Current accounts and post office deposits 102,225 99,087
Cash 43 32
Total 102,268 99,119

Current accounts and post office deposits are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to immaterial currency risk.

At 30 June 2025, the Group's current account credit balances were not pledged in any way.

EQUITY AND LIABILITIES

[12] EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT

The Parent's fully paid-up and subscribed share capital consists of 112,499,205 shares without nominal amount for a total of €11,249,921.

Equity may be analysed as follows:

(€'000) 30.06.2025 31.12.2024
Share capital 11,250 11,250
Legal reserve 2,250 2,250
Translation reserve (13,169) 638
Hedging reserve 56 127
Other reserves 209,741 205,069
Retained earnings 192,446 152,967
Profit for the period/year 26,490 62,642
Total 429,063 434,944

The hedging reserve includes the fair value gains and losses on interest rate hedges.

A resolution to distribute a dividend of €0.165 per share, totalling €18,561 thousand, was made on 24 April 2025.

The number of shares still in the portfolio as at 30 June 2025 was 6,355.

As at 30 June 2025, the Parent Company had no performance share plan in place.

As at 30 June 2025, the average weighted number of ordinary shares outstanding amounted to 112,492,850.

The earnings per share were therefore as follows:

(€'000) 30.06.2025 30.06.2024
Number of shares (in thousands) 112,493 112,493
Profit for the period (in thousands of Euros) 26,490 27,814
Earnings per share (in Euros) 0.24 0.25

[13] EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

At 30 June 2025, this caption amounts to €6,580 thousand compared to €6,591 thousand at 31 December 2024 and comprises the non-controlling interests in Carel Thailand Co. Ltd (20%), Arion S.r.l. (30%), Sauber S.p.A. (30%) and in Kiona Group (17.6%).

(€'000) 30.06.2025 Profit for the
period
Other comprehensive
expense
Dividends
distributed
31.12.2024
Equity attributable to non-controlling
interests 6,580 57 (8) (61) 6,591

[14] CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

These captions may be analysed as follows:
(€'000)
30.06.2025 31.12.2024
Bank loans and borrowings at amortised cost 6,998 24,319
Amounts due to bondholders 59,562 59,508
Lease liabilities 24,589 24,934
Effective hedging derivatives 0 0
Other loans and borrowings at amortised cost 62 151
Other financial liabilities 455 455
Non-current financial liabilities 91,666 109,367
(€'000) 30.06.2025 31.12.2024
Bank loans at amortised cost 44,670 34,690
Lease liabilities 5,452 6,605
Amounts due to bondholders 371 371
Bank borrowings at amortised cost 509 733
Derivatives held for trading at fair value through profit or loss 20 6
Other loans and borrowings at amortised cost 344 289
Other financial liabilities 1,225 537
Current financial liabilities 52,592 43,231

At 30 June 2025, the covenants on certain current and non-current bank borrowings were complied with.

Amounts due to bondholders refer to the issue and placement of non-convertible bonds subscribed by funds managed by Prudential Insurance Company of America ("Pricoa"). They are guaranteed by the Parent and certain subsidiaries.

The bonds are unrated and will not be listed on regulated markets. Compliance with the following covenants is checked every six months:

  • net financial debt / gross operating profit (loss) (*) < 3.5x;
  • net financial debt / equity < 1.5;
  • gross operating profit (loss) / net financial expense > 5.

(*) calculated on annual figures (12 months rolling).

At 30 June 2025 such covenants were complied with.

Other current and non-current financial liabilities include amounts due to the non-controlling investors in Sauber and part of the dividends approved but not yet paid by the Parent Company.

Lease liabilities refer to the lease liabilities recognised following the adoption of IFRS 16.

The derivatives included under current financial liabilities are forwards and currency options agreed to hedge commercial transactions but which do not qualify for hedge accounting. More information is available in the paragraph on financial instruments in note [35] Other information. The effective designated derivative hedges include the fair value of IRS agreed to hedge interest rate risk.

The following tables show changes in current and non-current financial liabilities:

NON CURRENT LIABILITIES

(€'000) 30.06.2025 Net cash
flows
Fair value
gains or
losses
Reclassification Non
monetary
differences
Exchange
difference
31.12.2024
Bank loans 6,998 - (17,349) 28 - 24,319
Amounts due to bondholders 59,562 - - - 54 - 59,508
Derivatives - - - - - - -
Other loans and borrowings at
amortised cost
62 (88) - - - 151
Other loans and borrowings 455 - - 455
Non financial liabilities net of
lease liabilities
67,077 (88) - (17,349) 82 - 84,433

CURRENT LIABILTIES

(€'000) 30.06.2025 Net cash
flows
Fair value
gains or
losses
Reclassification Change in
consolidation
scope
Exchange
differences
31.12.2024
Bank loans and borrowings at
amortised cost
44,670 (7,369) - 17,349 34,690
Amounts due to bondholders 371 0 - - - - 371
Short terms banks borrowing 509 (224) - - - - 733
Other loans and borrowings at
amortised cost
344 55 - - - 289
Effective hedging derivatives 20 (5) 20 - - 6
Other financial liabilities 1,225 688 - - 537
Current financial liabilities
net of lease liabilities
47,140 (6,855) 20 17,349 - - 36,626

It should be noted that the 'Net Cash Flow' column represents the algebraic sum of inflows and repayments of financial liabilities that occurred during the period.

A breakdown of net financial debt calculated in accordance with ESMA guideline no. 32-382-1138 of 4 March 2021 is provided below:

NET FINANCIAL DEBTS
(€'000) 30.06.2025 31.12.2024
A Cash 102,268 99,119
B Cash equivalents - -
C Other current financial assets 859 3,290
D Cash and cash equivalents (A+ B + C) 103,128 102,408
E Current loans and borrowings 2,125 1,646
F Current portion of non-current loans and borrowings 50,467 41,585
G Trade payables and other current liabilities 20,757 -
H Current financial debt (E + F + G) 73,349 43,231
I Current net financial position (H - D) (29,779) (59,177)
J Non-current loans and borrowings 32,104 49,859
K Debt instruments 59,562 59,508
L Trade payables and other non-current liabilities 510 23,558

(€'000) 30.06.2025 31.12.2024
M Non-current financial debt (J + K + L) 92,176 132,925
N Net financial debt (I + M) 62,398 73,748

As also required by Consob warning no. 5/21 of 29 April 2021, it is noted that the Group has recognised a liability subject to conditions related to the option for the non-controlling interests in Kiona and Sauber for an amount of €62,623 thousand and €1,422 thousand.

In compliance with such notice, it is noted that the Group recognised accruals for defined benefit plans of €7,096 thousand (note 16) and provisions for risks and charges of €11,746 thousand (note 15).

[15] PROVISIONS FOR RISKS

At 30 June 2025, provisions amount to €11,746 thousand compared to €11,793 thousand at 31 December 2024, as follows:

(€'000) 30.06.2025 31.12.2024
Provision for agents' termination benefits 912 851
Provision for commercial complaints 299 144
Provision for product warranties 1,916 1,995
Other provisions 4,169 3,368
Total - non-current 7,295 6,358
Provision for product warranties 548 1,023
Provision for commercial complaints 2,551 2,983
Other provisions 1,352 1,429
Total - current 4,452 5,435
Total 11,746 11,793

The provisions for product warranties and commercial complaints were set up to cover liabilities arising on product defects which entail the repair or replacement of the defective parts or payment of a cash compensation to the customer. The Directors estimated the provisions based on available information and past experience.

[16] DEFINED BENEFIT PLANS

This caption mainly consists of the Group's liability for post-employment benefits; post-term of office benefits for directors was paid during the first half 2025. Post-employment benefits qualify as defined benefit plans pursuant to IAS 19 and the related liability are calculated by an independent actuary. The remainder of the caption comprises employee benefits recognised by the foreign group companies which are immaterial both individually and collectively.

[17] DEFERRED TAX LIABILITIES

At 30 June 2025, deferred tax liabilities amount to €25,108 thousand, compared to €26,185 thousand at 31 December 2024. They mainly refer to the deferred taxes on the allocation of the gains arising upon the first-time consolidation of the companies acquired in prior years.

[18] OTHER NON-CURRENT LIABILITIES

This caption amounts to €64,903 thousand and is mainly related to the put and call options on the noncontrolling interests of Kiona (€62,623 thousand), the decrease compared to 31 December 2024 is mainly due to the reclassification to current liabilities of the Senva earn-out liability (€20,757 thousand).

CAREL INDUSTRIES Group 2025 Interim Financial Report

[19] TRADE PAYABLES

At 30 June 2025, trade payables amount to €66,920 thousand, compared to €62,689 thousand at 31 December 2024. They included payables for materials and services.

Trade payables arise as a result of the different payment terms negotiated with the Group's suppliers, which differ from country to country.

[20] TAX LIABILITIES

At 30 June 2025, this caption amounts to €6,787 thousand compared to €6,250 thousand at 31 December 2024. It entirely consists of direct income tax liabilities. The change during the period was mainly related to the calculation of current taxes for the period in accordance with IAS 34.

[21] OTHER CURRENT LIABILITIES

Other current liabilities are broken down in the following table:

(€'000) 30.06.2025 31.12.2024
Social security contributions 6,502 7,035
Tax withholdings 2,401 2,820
Other current tax liabilities 677 718
VAT liabilities 3,243 2,502
Wages and salaries, bonuses and holiday pay 22,421 22,052
Other 20,816 18,326
Current liabilities on put options 22,180 1,409
Total 78,240 54,863

The caption mostly includes personnel-related liabilities (wages and salaries, tax withholdings and social security contributions) and tax liabilities, specifically VAT liabilities.

The caption Current liabilities on put options refers to the liability arising the put and call options on the minority interest in Sauber S.r.l. and the Senva earn-out previously classified under other non-current liabilities.

NOTES TO THE STATEMENT OF PROFIT OR LOSS

[22] REVENUE

Revenue amounts to €306,177 thousand, compared to €291,526 thousand for the corresponding period of 2024 (+5,0%). It is shown net of discounts and allowances.

Revenue generated by services amounts to €21,450 thousand, compared to €19,560 thousand for the first half of 2024. A breakdown of revenue by market is as follows:

(€'000) First half of 2025 First half of 2024 Variation %
HVAC 219,650 206,476 6.4%
REF 86,118 84,639 1.7%
Total Core Revenue 305,768 291,115 5.0%
Non-Core Revenue 409 410 (0.2%)
Total Revenue 306,177 291,526 5.0%

There are no Group entities that individually contribute more than 10% to the Group's revenue.

A breakdown of revenue by geographical segment is as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Europa, Middle Est and Africa 201,142 193,516 3.9%
APAC 39,493 40,174 (1.7%)
Nord America 59,019 50,143 17.7%

Sud America 6,523 7,692 (15.2%)
Total Revenue 306,177 291,526 5.0%

Reference should be made to the Directors' report for an analysis of trends in revenue.

[23] OTHER REVENUE

Other revenue amounts to €2,382 thousand, a decrease on the €2,516 thousand balance for the corresponding period of 2024. The caption may be broken down as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Grants related to income 120 210 (42.7%)
Sundry cost recoveries 1,707 1,511 13.0%
Other revenue and income 555 795 (30.2%)
Total 2,382 2,516 (5.3%)

Sundry cost recoveries mostly refer to transport and other costs.

Other revenue and income principally comprise amounts charged to suppliers and customers.

[24] COSTS OF RAW MATERIALS, CONSUMABLES AND GOODS AND CHANGES IN INVENTORIES

This caption amounts to €119,513 thousand, compared to €119,555 thousand in the first half of 2024. A breakdown of the caption is as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Costs of raw materials, consumables and goods and changes in
inventories (119,513) (119,555) (0.0%)
% of revenue (39.0%) (41.0%) (4.8%)

[25] SERVICES COSTS

The Group incurred costs of €42,890 thousand for services in the first half of 2024 in line with the previous period. A breakdown of the caption is as follows:

(in thousand) First half of 2025 First half of 2024 Variation %
Transport (8,820) (9,112) (3.2%)
Consultancies (6,722) (5,988) 12.3%
Business trips and travels (2,753) (2,482) 10.9%
Use of third party assets (1,564) (2,226) (29.8%)
Maintenance and repair (6,860) (4,867) 41.0%
Marketing and advertising (1,556) (1,617) (3.8%)
Outsourcing (1,085) (1,033) 5.0%
Agency commissions (731) (1,014) (27.9%)
Utilities (1,680) (1,781) (5.7%)
Fees to directors, statutory auditors and independent
auditors
(1,742) (1,408) 23.7%
Insurance (1,360) (1,349) 0.8%
Telephone and connections (750) (807) (7.1%)
Other services (7,268) (7,423) (2.1%)
Total (42,890) (41,108) 4.3%

Costs for the use of third-party assets include the rental component that does not fall within the scope of IFRS 16 as it is a short-term lease, low-value lease, and lease with variable payments.

[26] CAPITALISED DEVELOPMENT EXPENDITURE

This caption amounted to €2,432 thousand, compared to €2,547 thousand in the first half of 2024. It is entirely related to development projects capitalised under intangible assets. The Group sustained development expenditure of €15,972 thousand and €15,084 thousand in the first half of 2025 and 2024 respectively (5.22% as a percentage of revenue for the first half of 2025). Of these costs, only the amounts described above meet the requirements for recognition as fixed assets.

[27] PERSONNEL EXPENSE

This caption amounts to €86,257 thousand for the first half of 2025 compared to €80,752 thousand for the corresponding period of the previous year. A breakdown of this caption and of the workforce by employee category is as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Wages and salaries, including bonuses and accruals (67,741) (63,581) 6.5%
Social security contributions (14,889) (13,685) 8.8%
Defined benefit plans (1,653) (1,644) 0.5%
Other costs (1,975) (1,842) 7.2%
Total (86,257) (80,752) 6.8%
First half of 2025 First half of 2024
Managers 76 72
White collars 1,627 1,603
Blue collars 913 924
Total 2,616 2,599

[28] OTHER EXPENSE, NET

This caption amounted to €4,048 thousand for the first half of 2025, compared to €1,944 thousand for the corresponding period of the previous year. It may be broken down as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Gains on the sale of non-current assets 40 36 11.3%
Prior year income 1,344 648 >100%
Other income 116 - >100%
Other income 1,500 685 >100%
Losses on the sale of non-current assets (52) (22) >100%
Prior year expenses (2,550) (473) >100%
Other taxes and duties (1,032) (944) 9.3%
Impairment losses on loans and receivables (786) (19) >100%
Accrual to the provisions for risks (962) (850) 13.2%
Credit losses 6 (46) (113.6%)
Other costs (171) (274) (37.4%)
Other expenses (5,548) (2,629) >100%
Other expense, net (4,048) (1,944) >100%

[29] AMORTISATION, DEPRECIATION AND IMPAIRMENT LOSSES

This caption amounted to €21,513 thousand for the first half of 2025 compared to €18,914 thousand in the first half of the previous year. The increase is mainly due to higher depreciation and amortisation resulting from investments made in the previous year:

(€'000) First half of 2025 First half of 2024 Variation %
Amortisation (9,097) (8,522) 6.8%
Depreciation (12,414) (10,384) 19.5%

(€'000) First half of 2025 First half of 2024 Variation %
Impairment (1) (8) (81.8%)
Total (21,513) (18,914) 13.7%

[30] NET FINANCIAL EXPENSES

Net financial expense for the first half of 2025 came to €2,754 thousand, compared to €3,500 thousand for the corresponding period of 2024, as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Gains on financial assets 146 589 (75.2%)
Interest income 778 764 1.9%
Gains on derivatives - - -
Other financial income 39 809 (95.2%)
Net fair value gains (losses) on financial assets and liabilities 13 17 (24.1%)
Dividends received 670 203 >100%
Financial income 1,647 2,382 (30.9%)
Bank interest expenses (1,185) (2,077) (42.9%)
Lease interest expenses (465) (494) (5.8%)
Other interest expenses (858) (863) (0.6%)
Losses on derivatives - (3) (100.0%)
Other financial expenses (408) (675) (39.5%)
Interest expenses on call options on non-controlling interests (1,484) (1,770) (16.1%)
Financial expenses (4,401) (5,882) (25.2%)
Net financial expense (2,754) (3,500) (21.3%)

The decrease is mainly due to lower bank interest expenses on loans and lower interest expenses related to liabilities for options on minority interests.

[31] NET EXCHANGE LOSSES

This caption shows net exchange loss of €492 thousand for the first half of 2025 compared to a net exchange gain of €839 thousand for the corresponding period of 2024, as follows:

(€'000) First half of 2025 First half of 2024 Variation %
Exchange losses (5,925) (2,819) >100%
Exchange gains 5,433 3,658 49%
Net exchange losses (492) 839 <100%

[32] FAIR VALUE (GAIN) LOSS ON CALL OPTIONS

The caption did not change during the period.

[33] SHARE OF PROFIT OF EQUITY-ACCOUNTED INVESTEES

The caption refers to the revaluation of the investments in Free Polska for an amount of €1,041 thousand.

[34] INCOME TAXES

This caption amounts to €8,018 thousand for the first half of 2025, compared to €8,421 thousand for the corresponding period of 2024. Income taxes were calculated based on the average tax expense determined on the basis of the actual annual tax rate in accordance with the provisions of IAS 34.

[35] OTHER INFORMATION

SEGMENT REPORTING

Under IFRS 8, an entity shall disclose information to enable users of its financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in which it operates. Based on the Group's internal reporting system, the business activities from which it earns revenue and incurs expenses and the operating results which are regularly reviewed by the Chief Operating Decision Maker to make decisions about resources to be allocated and to assess its performance, the Group has not identified individual operating segments but is an operating segment as a whole.

Financial instruments

The Group is active on international markets and, hence, is exposed to currency and interest rate risks. Specifically, the currencies generating these risks are the US dollar, the Japanese yen, the Australian dollar and the Chinese renminbi.

The Group has a hedging policy to mitigate the risks, which involves the use of derivatives, options and forwards, mostly with maturities of less than one year. Transactions in place at the reporting date involving currency hedging transactions are as follows:

30.06.2025
Forward Purchses * Sales * Positive Fair Value ** Negative Fair Value **
JPY/EUR (121,000) - - (20)
THB/EUR - 5,000 1 (0)
CNY/EUR - 1,170 2 -
Total forward (121,000) 6,170 3 (20)

* Amount in thousands of local currency.

** Amount in thousands of Euros.

The next table provides information about the interest rate swaps hedging the related risk:

(€'000) Notional
Amounts
Floating Interest Rate Fixed Interest
Rate
Maturity Fair value
30.06.2025
Interest rate swap - BNL Euribor 3m floorato > -
0.6375% /
-
0.6375% if Euribor 3m < -
20,000 0.6375% -0.31% 26/06/2026 73

Derivatives hedging foreign currency assets and liabilities are recognised at fair value with any gains or losses recognised in profit or loss. They are natural hedges of the related risks, which are recognised pursuant to IFRS 9.

Categories of financial instruments and fair value hierarchy

The next table shows the financial assets and liabilities recognised in accordance with IFRS 7, broken down by the categories established by IFRS 9 and their fair value:

30.06.2025

Fair value
(€'000) IFRS 9 category Carrying
amount
Level 1 Level 2 Level 3
Derivatives FVTPL 76 n.a. 76 n.a.
Securities at FVTPL FVTPL 0 0 n.a. n.a.
Other financial assets Financial assets at amortized cost 784 n.a. n.a. n.a.
Other current financial assets 859
Trade receivables Financial assets at amortized cost 109,503 n.a. n.a. n.a.
Total assets 110,363
including: FVTPL 76

Fair value
(€'000) IFRS 9 category Carrying
amount
Level 1 Level 2 Level 3
Financial assets at amortized cost 110,287
Bank loan and borrowings Financial liabilities at amortized cost 6,998 n.a. n.a. n.a.
Amounts due to bondholders Financial liabilities at amortized cost 59,562 n.a. n.a. n.a.
Other loans and borrowings Financial liabilities at amortized cost 62 n.a. n.a. n.a.
Non current lease liabilities Financial liabilities at amortized cost 24,589 n.a. n.a. n.a.
Other non current lease liabilities Financial liabilities at amortized cost 455 n.a. n.a. n.a.
Non current liabilities 91,666
Banks borrowings Financial liabilities at amortized cost 509 n.a. n.a. n.a.
Current bank loans Financial liabilities at amortized cost 44,670 n.a. n.a. n.a.
Current lease liabilities Financial liabilities at amortized cost 5,452 n.a. n.a. n.a.
Amounts due to bondholders Financial liabilities at amortized cost 371 n.a. n.a. n.a.
Derivatives FVTPL 20 n.a. 20 n.a.
Other loans and borrowings Financial liabilities at amortized cost 344 n.a. n.a. n.a.
Other current financial liabilities Financial liabilities at amortized cost 1,225 n.a. n.a. n.a.
Current financial liabilities 52,592
Trade payables Financial liabilities at amortized cost 66,920 n.a. n.a. n.a.
Other non current liabilities FVTPL 63,134 n.a. n.a. 63,134
Total financial liabilities 274,313
including Financial liabilities at amortized cost 211,158
FVTPL 63,155

Related party transactions

During the period, the Group carried out commercial transactions with related parties as follows:

TRANSACTIONS AT 30.06.2025
(€'000) Trade
Receivables
Loan
Assets
Trade
Payables
Financial
Liabilities
Revenues Financial
Income
Costs Financial
Expenses
Free Polska s.p.z.o.o. 266 688 (1,713) - 1 - (6,307) -
Total Associates
parties
266 688 (1,713) - 1 - (6,307) -
RN Real Estate Srl 3 - (534) (12,912) 3 - (84)
Carel Real Estate Adratic
d.o.o.
- - (1,472) - (28)
Bridgport Spa - - (252) 15 - (739)
Leonardo Srl - - (188) (479) - (1) (9)
Byggteknikk Prosjekt AS - - (975) - (125) (40)
Nastrificio Victor SpA - - (31) - (86) -
Altre 35 - (633) (579) 161 - (476) (13)
Total other related
parties 38 - (1,638) (16,417) 179 - (1,427) (174)
Total 304 688 (3,351) (16,417) 180 - (7,734) (174)

All the related party transactions take place on an arm's length basis.

The figures in the above table are calculated in accordance with IFRS 16. The rent paid to RN Real Estate S.r.l. and Carel Real Estate Adriatic d.o.o. during the period amount respectively to €843 thousand and €148 thousand.

Others include the earn-out pertaining to a related party of Eurotec and financial liabilities with the noncontrolling investor in Sauber.

List of investees included in the condensed interim consolidated financial statements and other investees

The following table shows the investees directly and indirectly controlled by the Parent as well as all the legally-required disclosures necessary to prepare the condensed interim consolidated financial statements:

31.12.2024
30.06.2025
30.06.2025
Share/quota holder
EURO
EURO
Parent:
Brugine
Carel Industries S.p.A
Italy
Euro
11.249.921
11.249.921
29.680.956
14.967.983
(Padova)
Consolidated investees:
C.R.C. S.r.l.
Bologna
Italy
Euro
98.800
98.800
100% Carel Industries S.p.A.
line by line
865.246
1.560.312
Carel Deutschland Gmbh
Frankfurt
Germany
Euro
25.565
25.565
100% Carel Industries S.p.A.
line by line
-70626
1083831
Carel France Sas
St. Priest, Rhone France
Euro
100.000
100.000
100% Carel Industries S.p.A.
line by line
53.762
436.459
Pound
Carel U.K. Ltd
London
GB
350.000
350.000
100% Carel Industries S.p.A.
line by line
279953
1241705
Sterling
53,02% Carel Industries S.p.A.
Carel Sud America Instrumentacao
San Paolo
Brazil
Real
31.149.059
31.149.059
line by line
814.965
1.910.514
46,98% Carel Electronic Suzhou
Eletronica Ltda
Ltd
Carel Usa Inc
Pennsylvania
USA
Us Dollar
5.000.000
5.000.000
100% Carel Industries S.p.A.
line by line
6359424
10212587
Hong
Carel Asia Ltd
Hong Kong
Honk Kong
Kong
15.900.000
15.900.000
100% Carel Industries S.p.A.
line by line
645.864
644.198
Dollar
South
100% Carel Electronic Suzhou
Carel HVAC&R Korea Ltd
Seul
South Korea
Korean
550.500.000
550.500.000
line by line
10.214
465.381
Ltd
Won
Singapore
Carel South East Asia Pte. Ltd.
Singapore
Singapore
100.000
100.000
100% Carel Asia Ltd
line by line
51.148
79.180
dollar
Australian
100% Carel Electronic Suzhou
Carel Australia PTY Ltd
Sydney
Australia
100
100
line by line
168.428
414.345
Dollar
Ltd
People's
Carel Electronic Suzhou Ltd
Suzhou
Republic of
Renminbi
75.019.566
87.355.716
100% Carel Industries S.p.A.
line by line
6.802.529
12.945.957
China
Carel Controls Iberica SI
Barcelona
Spain
Euro
3.005
3.005
100% Carel Industries S.p.A.
line by line
680.911
916.486
100% Carel Electronic Suzhou
Carel Controls South Africa (Pty) Ltd
Johannesburg
South Africa
Rand
4.000.000
4.000.000
line by line
384.583
383.533
Ltd
0,01% Carel France Sas
Carel ACR System India (Pvt) Ltd
Mumbai
India
Rupee
1.665.340
1.665.340
line by line
313.006
534.489
99,99% Carel Electronic Suzhou
Ltd
99% Carel Industries S.p.A.
(212.257)
(279.499)
Carel RUS Llc
St. Petersburg Russia
Ruble
6.600.000
6.600.000
line by line
1% Carel France Sas
Sw edish
Carel Nordic AB
Hoganas
Sw eden
550.000
550.000
100% Carel Industries S.p.A.
line by line
(36.454)
175.971
Krona
Carel Middle East
Dubai
Dubai
Dirham
4.333.877
4.333.877
100% Carel Industries S.p.A.
line by line
99.400
156.244
Carel Mexicana, S. DE R.L. DE C.V.
Guerra, Tlalpan Mexico
Peso
12.441.149
16.333.296
100% Carel Usa LCC
line by line
35.636
668.183
HRK 2022
Carel Adriatic D.o.o.
Rijeka
Croatia
EUR 2023 7.246.665
7.246.665
100% Carel Industries S.p.A.
line by line
5.296.966
1.350.635
50% Carel Electronic Suzhou
Ltd
Carel (Thailand) Co. Ltd.
Bangkok
Thailand
Baht
16.000.000
16.000.000
line by line
108.542
335.949
30% Carel Australia PTY Ltd
Alfaco Polska Sp.z.o.o.
Wrocław
Poland
Zloty
420.000
420.000
100% Carel Industries S.p.A.
line by line
(453.963)
3.073.398
Carel Japan
Tokyo
Japan
Yen
60.000.000
60.000.000
100% Carel Industries S.p.A.
line by line
108.252
194.693
Recuperator
Rescaldina (MI) Italy
Euro
500.000
500.000
100% Carel Industries S.p.A.
line by line
82.247
509.306
Hygromatik G.m.b.H.
Hamburg
Germany
Euro
639.115
639.115
100% Carel Industries S.p.A.
line by line
2.342.337
3.972.957
Carel Ukraine LLC
Kiev
Ukraine
UAH
700.000
700.000
100% Alfaco Polska Zoo
line by line
56.600
165.969
Enersol
Beloeil
Canada
CAD
100
100
100% Carel Usa Inc
line by line
(21.927)
103.736
CFM Sogutma Ve Otomasyon
Izmir
Turkey
EUR
2.473
2.473
100% Carel Industries S.p.A.
line by line
2.003.912
6.111.006
Trezzo
Enginia Srl
Italy
EUR
10.400
10.400
100% Recuperator S.p.A.
line by line
118.233
347.600
Sull'Adda (MI)
Arion S.r.l.
Bolgare (BG)
Italy
Euro
100.000
100.000
70% Carel Industries S.p.A.
line by line
45.615
54.497
Sauber S.r.l.
Mantova (MN)
Italia
EUR
100.000
100.000
70% Carel Industries S.p.A.
line by line
(195.053)
612.188
Klingenburg GmbH
Gladbeck
Germany
EUR
38.400
38.400
100% Carel Industries S.p.A.
line by line
(108.871)
(2.546.007)
Klingenburg Usa LLC
RALEIGH
USA
USD
n.a.
n.a.
n.a.
n.a. line by line
-
(71.598)
Klingenburg Uk Ltd
Folkestone
GB
GBP
100
100
100% Klingenburg GmbH
line by line
293.651
584.769
Klingenburg Iberica Slu
Madrid
Spain
EUR
n.a.
n.a.
n.a.
n.a. line by line
-
(291.429)
Klingenburg International Sp. z o.o.
Św idnica
Poland
PLN
50.000
50.000
100% Klingenburg GmbH
line by line
171.598
413.988
Senva Inc.
Oregon
USA
USD
-
-
100% Carel Usa Inc
line by line
675.849
3.657.930
Eurotec Ltd
Auckland
New Zeland
NZD
450.000
450.000
100% Carel Industries S.p.A.
line by line
(96.611)
(68.854)
Carel Kazakhstan
Almaty
Kazakistan
KZT
10.000
10.000
100% Carel Industries S.p.A.
line by line
150.874
455.830
Kiona Holding AS
Trondheim
Norw ay
NOK
666.401
666.401
82,4% Carel Industries S.p.A.
line by line
2.088.698
192.106
Carel System Spzoo
Warsaw
Poland
PLN
3.100.000
3.100.000
100% Carel Industries S.p.A.
line by line
(17.016)
(68.791)
Kiona GmbH
Berlin
Germany
EUR
25.000
25.000
100% Kiona Holding AS
line by line
286.812
44.918
Kiona A/S - Denmark
Copenhagen
Denmark
DKK
500.000
500.000
100% Kiona Holding AS
line by line
(32.473)
(1.734)
Kiona AS
Trondheim
Norw ay
NOK
100.000
100.000
100% Kiona Holding AS
line by line
790.308
1.034.285
Kiona LT UAB
Kaunas
Lithuania
EUR
2.500
2.500
100% Kiona Holding AS
line by line
(3.657)
(18.834)
Kiona Oy
Helsinky
Finland
EUR
2.500
2.500
100% Kiona Holding AS
line by line
(17.950)
26.243
Kiona Sárl
Givisiez
Sw itzerland
CHF
20.000
20.000
100% Kiona Holding AS
line by line
45.747
37.409
Kiona Sp Zoo
Gdansk
Poland
PLN
500.000
500.000
100% Kiona Holding AS
line by line
29.785
9.931
Kiona Sw eden AB
Gothenburg
Sw eden
SEK
200.000
200.000
100% Kiona Holding AS
line by line
1.218.602
306.951
Registered Country Currenc Share
Capital/quot
a at
Share
Capital/quota
at
Investment % Consolidatio Profit for the
period
30.06.2025
Profit for the
period
office y n method 31.12.2024

EVENTS AFTER THE REPORTING DATE

No significant events occurred after the closing of the first half 2025.

STATEMENT ON THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154-BIS OF LEGISLATIVE DECREE NO. 58/98 AND ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED

    1. The undersigned Francesco Nalini, as Chief Executive Officer, and Nicola Biondo, as manager in charge of financial reporting of Carel Industries S.p.A., also considering the provisions of article 154 bis.3/4 of Legislative decree no. 58 of 24 February 1998, state that the administrative and accounting policies adopted for the preparation of the condensed interim consolidated financial statements at 30 June 2025:
    2. are adequate in relation to the group's characteristics and
    3. have been effectively applied during the reporting period.
    1. There is nothing to report in this respect.
    1. Moreover, they state that:
    2. 3.1 the condensed interim consolidated financial statements:
      • a) have been prepared in accordance with the International Financial Reporting Standards endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
      • b) are consistent with the accounting ledgers and records;
      • c) are suitable to give a true and fair view of the financial position, financial performance and cash flows of the issuer and the group of companies included in the consolidation scope.
    3. 3.2 The Directors' report includes a reliable analysis of the key events of the period and their impact on the condensed interim consolidated financial statements, as well as a description of the main risks and uncertainties for the second half of the year and information about significant related party transactions.

________________________________ ________________________________

Brugine, 1 August 2025

Chief Executive Officer Manager in charge of financial reporting

Francesco Nalini Nicola Biondo

INDEPENDENT AUDITORS' REPORT

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