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Karnell Group AB

Quarterly Report Nov 5, 2025

6563_10-q_2025-11-05_88316338-3687-4b12-947c-a7faf71783a5.pdf

Quarterly Report

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January - September 2025

Third quarter

  • Net sales increased by 22.3% to SEK 436.1 million (356.6), of which organic growth amounted to 3.7%.
  • EBITA increased by 26.4% and amounted to SEK 69.4 million (54.9), corresponding to a margin of 15.9% (15.4).
  • The quarter was affected by SEK 1.9 million (4.4) of acquisition costs.
  • Operating profit (EBIT) amounted to SEK 62.3 million (50.6), an increase of 23.2%.
  • Cash flow from operating activities amounted to SEK 46.4 million (45.5).
  • Earnings per share after dilution amounted to SEK 0.85 (0.53).
  • In July, the acquisition of the British company LundHalsey Ltd was completed.

January - September

  • Net sales increased by 22.7% to SEK 1,226.5 million (999.4), of which organic growth amounted to 3.6%.
  • EBITA increased by 47.6% and amounted to SEK 170.7 million (115.6), corresponding to a margin of 13.9% (11.6).
  • The period was charged by SEK 5.0 million (8.4) of acquisition costs.
  • Operating profit (EBIT) amounted to SEK 152.8 million (105.0), an increase of 45.5%.
  • Cash flow from operating activities amounted to SEK 88.6 million (88.0).
  • Earnings per share after dilution amounted to SEK 1.89 (0.92).
  • During the period, three acquisitions were completed.

Key figures

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Net sales 436,1 356,6 22% 1 226,5 999,4 23% 1 629,4 1 402,3
EBITDA 91,5 73,4 25% 234,1 165,8 41% 304,0 235,7
EBITA 69,4 54,9 26% 170,7 115,6 48% 220,9 165,8
EBITA margin. % 15,9% 15,4% 13,9% 11,6% 13,6% 11,8%
Operating profit (EBIT) 62,3 50,6 23% 152,8 105,0 45% 198,5 150,7
Net profit after tax for the period 46,4 29,1 59% 103,0 47,1 118% 133,3 77,5
Net debt excl. leasing/ EBITDA excl. leasing 1,6 0,9
Cash flow from operating activities 46,4 45,5 2% 88,6 88,0 1% 174,6 174,1
Earnings per share before dilution (SEK) 0,88 0,55 59% 1,95 0,95 105% 2,52 1,54
Earnings per share after dilution (SEK) 0,85 0,53 59% 1,89 0,92 106% 2,45 1,49
Number of employees, closing day 748 673 11% 748 673 11% 748 671
Number of shares outstanding ('000) 52 921 52 921 52 921 52 921 52 921 52 921

Comments from the CEO

Karnell continued to deliver strong growth and improved profitability in the third quarter, driven by contributions from acquisitions and stable organic performance across the Group. Both business areas performed well, with good activity in industrial technology and infrastructure-related businesses, while construction-related markets remained at a subdued level. Our disciplined approach and our clear acquisition strategy continue to create conditions for profitable growth even in a cautious market situation.

Group development

Net sales increased by 22 percent to SEK 436 million (357), driven primarily by acquisitions and supported by positive organic development. Underlying organic growth amounted to approximately 4 percent, reflecting stable demand across most of our group companies.

EBITA increased by 26 percent to SEK 69 million (55), corresponding to an EBITA margin of 15.9 percent (15.4). The improvement, achieved on top of a strong comparison quarter last year, was driven by contributions from recent acquisitions and continued organic progress across the portfolio. Both business areas delivered solid results, and overall efficiency was maintained well in a mixed market environment.

Cash flow from operating activities amounted to SEK 46 million (45) and the balance sheet remains strong with a net debt to EBITDA ratio of 1.6x, despite a continued high level of acquisition activity. Return on capital employed improved to 13.8 percent (10.8), driven by higher profitability and disciplined capital allocation.

Business

Niche production delivered a stable quarter with continued good underlying performance and organic growth of 4 percent. The business area maintained solid profitability despite currency headwinds. Companies within this segment demonstrated strong operational discipline and adaptability, balancing stable demand with efficient cost control.

Product companies reported strong development during the quarter, supported by both organic growth of 3 percent and contributions from recent acquisitions. Activity levels remained high across most portfolio companies, and profitability improved. Margins reached their highest level to date, reflecting the combined effects of recent acquisitions and solid organic performance.

Acquisition activity

As mentioned in the previous report, we completed the acquisition of LundHalsey during the third quarter. The UKbased company designs and manufactures high-end technical consoles for mission-critical control rooms in sectors such as aviation, infrastructure, and broadcast. The acquisition marks Karnell's first proactively sourced transaction in the UK and represents a strong strategic fit within our industrial technology platform.

Over the past year, we have invested in building a dedicated and experienced M&A team to strengthen our sourcing and execution capabilities. We are now beginning to see the results of this investment through increased activity and a broader pipeline of opportunities. The pipeline remains healthy, particularly in the UK and Italy, and we continue to identify attractive companies that align well with our longterm strategy.

Outlook

Market visibility remains limited, but overall activity in Karnell's key segments is stable. The Group continues to focus on operational excellence, capital discipline and selective acquisitions to deliver long-term value creation for shareholders. The financial position provides flexibility for further selective M&A as we continue to scale our platform across Europe.

Petter Moldenius

Chief executive officer

"Karnell continued to combine growth with improved profitability and delivered the Group's highest margin and return on capital to date. With a strong balance sheet and increased M&A activities, we are well positioned for continued selective expansion."

Group performance

Net sales

Net sales increased in the third quarter by 22.3% compared to the same period last year and amounted to SEK 436.1 million (356.6). The growth was mainly driven by acquisitions, 21.0%. Exchange rate effects accounted for -2.3% and organically sales increased by 3.7%. The market condition in the third quarter remained somewhat cautious but stable at low levels. The Group delivered organic sales growth, driven by both business areas. Product companies reported organic growth despite the comparison with a strong quarter last year. Niche production has seen a continued more stable market in the third quarter compared with the previous year and most companies in the business area reported increased sales.

Net sales for the period January-September increased by 22.7% compared to the same period last year and amounted to SEK 1,226.5 million (999.4). The growth is mainly explained by completed acquisitions. Organic growth amounted to 3.6%.

Net sales and EBITA margin in percent

In the third quarter, the EBITA margin amounted to 15.9% (15.4). The EBITA margin for Q4 2023 and Q1 2024 was impacted by costs related to the IPO.

Profit

EBITA increased in the third quarter by 26.4% to SEK 69.4 million (54.9). Acquisitions accounted for 27.8% and currency -3.0%. Organically, EBITA increased by 1.6%. The increase is mainly attributable to a strong performance for Product companies. For the operating companies, EBITA increased organically by 5.5%. The Group had acquisition costs during the quarter amounting to SEK 1.9 million (4.4). The quarter achieved the Group's highest EBITA margin to date of 15.9%.

Operating profit increased by 23.2% compared to the same quarter last year and amounted to SEK 62.3 million (50.6).

Product companies reported both organic growth and a significant contribution from recent acquisitions. Niche production also showed organic growth, but where negative currency effects meant that EBITA decreased slightly compared to the previous year.

For the period January-September, EBITA increased by 47.6% and amounted to SEK 170.7 million (115.6). Acquisitions accounted for a 37.1% year-over-year increase, and exchange rate effects amounted to -2.5%. EBITA increased organically by 13.0%. A large part of the increase is explained by the fact that the central costs decreased compared to the same period last year, as these included listing costs of SEK 7.2 million. In addition, the operating companies have developed positively with an organic EBITA increase of 7.8%. During the period, the Group had acquisition costs of SEK 5.0 million (8.4).

Operating profit increased by 45.5% compared to the same period last year and amounted to SEK 152.8 million (105.0).

Product companies saw slightly increased sales and with mixed, but somewhat positive, development in the companies' margins. Niche production has generally had a stronger period compared to last year, with slightly higher demand and solid margins.

Net financial items

Net financial items for the third quarter amounted to SEK -3.2 million (-10.4). Net financial items consisted of interest expenses to credit institutions of SEK -6.9 million (-7.2), interest on lease liabilities of SEK -2.4 million (-1.6), interest income of SEK 0.5 million (1.6) and SEK 3.2 million (-0.3) of currency effects. Net financial items were affected in the third quarter by revaluation of put/call options and earn-outs of SEK 2.4 million (-2.9). See note 5.

For the period January-September, net financial items amounted to SEK -20.5 million (-31.6). Net financial items consist of interest expenses to credit institutions of SEK -20.6 million (-23.9), interest on lease liabilities of SEK -6.8 million (-4.5), interest income of SEK 3.1 million (5.7) and SEK 4.8 million (-2.0) of currency effects. Net financial items are also affected by the revaluation of put/call options and earn-outs of SEK -0.9 million (-8.8). See note 5.

Income tax

For the Group, the weighted tax rate for the third quarter was 21.5% (27.5).

The Group's weighted tax rate for the period January-September was 22.2% (35.9). The high tax rate last year was mainly due to the increased costs in the parent company, where no deferred tax was booked.

Cash flow and financial position

Cash flow

Cash flow from operating activities for the quarter amounted to SEK 46.4 million (45.5). The increase against the strong cash flow last year is related to a higher result for the period. At the same time, working capital has increased, particularly in terms of higher accounts receivable, due to high activity in September in several units, where the companies acquired during the year have also affected the increase.

During the quarter, SEK 12.5 million (7.6) was invested in property, plant and equipment and SEK 0.6 million (0.8) in intangible fixed assets. An acquisition was completed during the quarter, which affected cash flow by SEK -97.7 million. Cash flow from financing activities amounted to SEK -57.2 million (10.0).

Cash flow from operating activities for the period January-September amounted to SEK 88.6 million (88.0). Compared with the previous year, profit has increased, but so has working capital, both in terms of inventories and accounts receivable. During the period, SEK 29.9 million (25.8) was invested in property, plant and equipment and SEK 1.8 million (2.7) in intangible fixed assets. During the period, three acquisitions were completed, which affected cash flow by SEK -189.5 million, and earn-outs of SEK -15.7 million relating to previous acquisitions were paid. Cash flow from financing activities amounted to SEK -85.5 million (323.4).

Financial position

Amounts in brackets in the Financial position section refer to corresponding values as of 31 December 2024.

Equity at the end of the period amounted to SEK 1,209.1 million (1,164.9). No new issues were carried out during the period (SEK 326.0 million).

Total assets amounted to SEK 2,324.8 million (2,233.1) and the equity ratio was 52.0% (52.2).

Non-current interest-bearing liabilities at the end of the period amounted to SEK 386.9 million (367.3) and consisted of corporate loans from credit institutions. Other non-current liabilities consisted of put/call options and earn-outs totalling SEK 121.6 million (129.9). Non-current lease liabilities amounted to SEK 112.7 million (97.7). Total non-current liabilities and provisions amounted to SEK 714.8 million (665.8) at the end of the period. Current interest-bearing liabilities consisted of current corporate loans and overdraft facilities and amounted to SEK 69.9 million (93.0). The increase in interest-bearing liabilities is due to acquisitions. At the same time, the Group has reduced the use of credit facilities and increased the use of overdraft facilities, in order to achieve increased flexibility and improved net interest. Current lease liabilities amounted to SEK 43.6 million (40.8) and the current part of put/call options and earn-outs amounted to SEK 28.3 million (54.5).

Cash and cash equivalents at the end of the period amounted to SEK 46.8 million (286.3). Part of the change is due to the reduction in utilized credit facilities during the quarter to achieve an improvement in net interest in the Group. The Group's financial capacity remains.

Property, plant and equipment at the end of the period amounted to SEK 279.7 million (276.4). Right-of-use assets at the end of the period amounted to SEK 152.7 million (136.2).

At the end of the period, the Group's goodwill amounted to SEK 884.0 million (806.5). Other intangible non-current assets at the end of the period amounted to SEK 264.4 million (176.9). The increase compared to the beginning of the year is attributable to acquisitions.

Acquisition

During the third quarter, one acquisition was completed. On July 4, 2025, the acquisition of LundHalsey Ltd was finalized. The acquisition balance is preliminary as retroactive adjustments may still be made if they reflect new information about the circumstances that existed at the time of acquisition. For more information, see Note 3.

Other information

Significant risks and uncertainties

The uncertainty factors that are primarily expected to affect the Group are as follows:

  • Economic activity the general industrial economy is expected to have a major impact on the Group as the majority of the companies sell to other manufacturing companies. However, the geographical spread in sales means that dependence on an individual country's economic situation is not decisive.
  • Geopolitical unrest the ongoing war against Ukraine and other conflicts have not had any significant impact on the Group's operations. The long-term economic consequences depend on the duration of the war as well as the measures taken by governments, central banks and other authorities.

The increased tariffs announced by the United States may affect the Group's companies and financial position. Direct exposure to the United States is limited, but indirect and global effects are currently uncertain.

  • Currencies The Group has a certain dependence on the development of the Swedish krona against the leading currencies in that a certain part of costs are paid in SEK while corresponding sales are made in foreign currencies. Therefore, a strengthening of the Swedish krona would affect competitiveness. The primary currency risk consists of translation exposure to EUR in the Finnish subsidiaries but is also starting to increase against GBP in line with new acquisitions in the UK.
  • Interest the Group is partly financed by external borrowing. A significant increase in interest rates would thus increase financial costs and reduce liquidity.

For more information, please refer to the section "Risks and uncertainties" on page 45 and note 20 in the Annual Report for 2024.

Personnel

At the end of the period, the Group had 748 employees (671). The change is mainly due to recent acquisitions.

Number of shares

At the end of the period, the share capital of SEK 5.3 million (5.3) consisted of 52,920,992 shares (52,920,992).

Parent company

Operating profit for the third quarter amounted to SEK -7.8 million (-7.5). For the period January-September, operating profit was SEK -26.2 million (-31.3), the difference is mainly attributable to costs related to the IPO last year.

Events after the end of the reporting period

No significant events after the end of the reporting period.

Related party transactions

All transactions between Karnell Group AB (publ) and its subsidiaries have been eliminated in the consolidated financial statements. Fees to the Board of Directors can be found in Note 5 in the Annual Report for 2024.

Financial targets

Karnell's financial targets are set to help create long-term and sustainable profitable growth by acquiring and developing profitable businesses.

  • EBITA growth Average annual EBITA growth should amount to at least 15% over a business cycle. Growth will be achieved both organically and through acquisitions.
  • EBITA margin The EBITA margin shall amount to at least 15% in the medium term.
  • Debt/equity ratio Net debt excl. leasing/EBITDA excl. leasing should normally not exceed 2x. The ratio may temporarily exceed this level in connection with acquisitions.
  • Dividend Karnell's earnings and available cash flows will be reinvested in the business in the short term and will mainly be used for expansion through new acquisitions. In the medium term (3-5 years), Karnell intends to distribute 20-30% of the year's profit.

Business area – Product companies

Sales in the third quarter increased by 45.3% and amounted to SEK 249.0 million (171.4). Acquisitions contributed 43.6% and currency impacted by -1.6%. Organically, sales increased by 3.2%. EBITA increased by 61.2% and amounted to SEK 45.9 million (28.5). Acquisitions accounted for 53.6% and currency -2.0%. Organically, EBITA increased by 9.6%.

Product companies had a solid performance during the quarter, also compared to the strong third quarter last year. Both sales and EBITA increased organically, with several units showing good growth. The newly acquired companies are also performing as expected and shows stable margins.

For the period January-September, sales increased by 36.8% and amounted to SEK 640.3 million (467.9). Acquisitions accounted for 35.4% of the increase and currency effects were -1.1%. Organically, sales increased by 2.6%. EBITA increased by 49.4% and amounted to SEK 95.7 million (64.1). Acquisitions accounted for 49.9% and currency -1.3%. Organically, EBITA increased by 0.8% for the period.

The Product Company business area focuses on B2B industrial technology companies. These are companies that develop, own the rights and have a unique product offering. The business area consists of twelve business units.

Share of Group sales

Q3 Jan-Sep
MSEK 2025 2024 2025 2024
Net sales 249.0 171.4 45% 640.3 467.9 37%
EBITA 45.9 28.5 61% 95.7 64.1 49%
EBITA margin 18.4% 16.6% 14.9% 13.7% -
R12 Jan-Dec
MSEK Oct-Sep 2024
Net sales 850.9 678.5
EBITA 127.6 95.9
EBITA margin 15.0% 14.1%

Companies in the business area as of September 30, 2025

Business area – Niche production

Sales increased by 1.0% in the third quarter and amounted to SEK 187.1 million (185.2), of which organic growth accounted for 4.1%. Acquisitions and currency impacted by 0.0% and -3.0%, respectively. EBITA decreased by 1.2% during the quarter and amounted to SEK 34.3 million (34.7). Organically, EBITA increased by 2.2% and currency impacted the quarter by -3.4%. No acquisitions have affected the business area between the comparison periods.

The business area had a stable third quarter, with the companies in the business area showing increased sales but with marginally lower margins compared with the corresponding period last year. Growth was driven by organic development, as no acquisitions had been made in the business area during the last twelve-month period. Currency effects continued to have a negative impact as the Swedish krona continued to strengthen against both EUR and GBP.

For the period January-September, sales increased by 10.3% and amounted to SEK 586.1 million (531.5), of which organic growth accounted for 4.4%. Acquisitions and currency impacted by 8.0% and -2.1%, respectively. EBITA increased by 22.9% during the period and amounted to SEK 107.5 million (87.5). Organically, EBITA increased by 12.9%, acquisitions contributed positively by 12.6% and currency impacted by -2.6%.

The market is more stable than at the end of 2024, and we see indications that the level of activity is gradually improving after a weaker previous year.

The Niche Production business area focuses on companies that are market leaders in producing products in their niche area. Often, our companies work closely with the customers' development department and add value in the development of the product. Niche production consists of six business units.

Share of Group sales

Q3 Jan-Sep
MSEK 2025 2024 2025 2024
Net sales 187.1 185.2 1% 586.1 531.5 10%
EBITA 34.3 34.7 -1% 107.5 87.5 23%
EBITA margin 18.4% 18.8% 18.3% 16.5% -
R12 Jan-Dec
MSEK Oct-Sep 2024
Net sales 778.4 723.8
EBITA 133.7 113.6
EBITA margin 17.2% 15.7%

Companies in the business area as of September 30, 2025

Certification by the Board of Directors and the CEO

The undersigned declares that the interim report provides a true and fair overview of the Group's and the Parent Company's operations, position and results, and describes material risks and uncertainties faced by the Parent Company and the companies that are part of the Group.

The report has been reviewed by the company's auditors.

Stockholm, November 5, 2025

Patrik Rignell Per Nordgren
Chairperson Board member
Dajana Mirborn Hans Karlander
Board member Board member
Helena Nordman-Knutson Lena Wäppling
Board member Board member

Petter Moldenius

CEO

Auditor's Review report

Karnell Group AB (publ), org.nr 559043-3214

Introduction

We have reviewed the condensed interim report for Karnell Group AB (publ) as at September 30th, 2025 and for the nine months period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements, ISRE 2410 Review of Interim Financial Statements Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34 and the Swedish Annual Accounts Act regarding the Group, and in accordance with the Swedish Annual Accounts Act regarding the Parent Company.

Date indicated by the electronic signature,

Ernst & Young AB

Michaela Nilsson Authorized Public Accountant

Consolidated income statement in summary

Q3 Jan-Sep LTM Jan-Dec
Note
MSEK
2025 2024 2025 2024 Oct-Sep 2024
Net sales
2
436.1 356.6 1,226.5 999.4 1,629.4 1,402.3
Other operating revenue 2.3 1.9 7.1 5.3 9.7 7.9
Total income 438.3 358.5 1,233.6 1,004.7 1,639.1 1,410.2
Change in inventories -6.2 -1.0 13.6 5.6 -1.8 -9.8
Raw materials and consumables -189.6 -152.4 -546.3 -435.7 -702.2 -591.6
Employee benefits expense -106.5 -89.2 -334.5 -284.3 -453.1 -402.9
Other external expenses -44.5 -42.5 -132.3 -124.5 -178.0 -170.2
Depreciation and amortisation of property, plant and
equipment
-11.7 -10.3 -33.2 -27.3 -43.8 -37.9
Depreciation and amortisation of right-to-use assets -10.4 -8.2 -30.3 -22.9 -39.3 -31.9
Depreciation and amortisation of intangible assets -7.1 -4.3 -17.8 -10.6 -22.4 -15.1
Operating income 62.3 50.6 152.8 105.0 198.5 150.7
Net financial items
5
-3.2 -10.4 -20.5 -31.6 -25.1 -36.1
Profit/loss before tax 59.1 40.2 132.3 73.5 173.4 114.6
Tax on profit/loss for the period -12.7 -11.1 -29.4 -26.4 -40.1 -37.1
Profit/loss for the period 46.4 29.1 103.0 47.1 133.3 77.5
Earnings per share, SEK
- before dilution 0.88 0.55 1.95 0.95 2.52 1.54
- after dilution 0.85 0.53 1.89 0.92 2.45 1.49

Consolidated comprehensive income report in summary

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Profit/loss for the period 46.4 29.1 103.0 47.1 133.3 77.5
Items that may be reversed to the statement of income
Translation differences -16.0 -2.4 -45.9 13.5 -33.0 26.4
Other comprehensive income -16.0 -2.4 -45.9 13.5 -33.0 26.4
Total comprehensive income for the year 30.4 26.7 57.0 60.6 100.3 103.9

Consolidated statement of Financial Position in summary

MSEK Note 30 Sep 2025 30 Sep 2024 31 Dec 2024
Fixed assets
Intangible fixed assets 3 1,148.4 975.4 983.3
Right of use asset 152.7 101.8 136.2
Property plant and equipment 279.7 262.0 276.4
Other financial assets 4 2.2 4.0 1.8
Total non-current assets 1,583.1 1,343.1 1,397.7
Current assets
Inventories 333.3 297.7 293.0
Accounts receivable 4 327.7 264.3 239.6
Other current receivables 21.0 25.6 8.4
Prepaid expenses and accrued income 13.0 9.7 8.0
Cash and cash equivalents 4 46.8 241.3 286.3
Total current assets 741.7 838.6 835.3
Total assets 2,324.8 2,181.6 2,233.1
Equity 1,209.1 1,121.6 1,164.9
Deferred tax asset 88.7 66.8 66.1
Provisions 4.9 4.9 4.8
Non-current interest-bearing liabilities 4 386.9 375.9 367.3
Other non-current liabilities 4 121.6 168.0 129.9
Non-current leasing liabilities 112.7 68.6 97.7
Total non-current liabilities 714.8 684.2 665.8
Current liabilities
Current interest-bearing liabilities 4 69.9 87.9 93.0
Trade payables 4 114.2 95.5 94.8
Contract liabilities 4 2.2 6.8 6.4
Current tax liabilities 11.7 14.5 2.0
Current leasing liabilities 43.6 35.2 40.8
Other current liabilities 79.1 72.9 95.9
Accrued expenses and prepaid income 80.4 63.0 69.6
Total current liabilities 401.0 375.8 402.4
Total equity and liabilities 2,324.8 2,181.6 2,233.1

Consolidated report on changes in equity in summary

MSEK Share
capital
Other contributed
capital
Translation
reserve
Retained earnings incl.
this year's profit/loss
Total equity
Opening balance, equity 1 Jan 2025 5.3 987.3 42.4 130.0 1,164.9
Net profit for the year 103.0 103.0
Other comprehensive income for the year -45.9 -45.9
Comprehensive income for the year -46.0 103.8 57.8
Dividends paid to non-controlling interests -2.9 -2.9
Option premiums 5.3 5.3
Repurchase warrants -15.3 -15.3
Closing balance, equity 30 Sep 2025 5.3 992.6 -3.6 214.8 1,209.1
MSEK Share
capital
Other contributed
capital
Translation
reserve
Retained earnings incl.
this year's profit/loss
Total equity
Opening balance, equity 1 Jan 2024 4.2 677.4 16.0 76.9 774.5
Net profit for the year 47.1 47.1
Other comprehensive income for the year 13.5 13.5
Comprehensive income for the year 13.5 47.1 60.6
New share issue 1.1 324.9 326.0
Issue costs -17.3 -17.3
Option premiums 2.2 2.2
Repurchase warrants -24.5 -24.5
Closing balance, equity 30 Sep 2024 5.3 987.3 29.5 99.6 1,121.6

Consolidated cash flow statement in summary

Note
2025
2024
2025
2024
Oct-Sep
2024
MSEK
Operating activities
Operating profit (EBIT)
62,3
50,6
152,8
105,0
198,5
Adjustments for non-cash items
27,1
23,2
78,4
61,7
102,6
Interest received
0,5
1,6
3,1
5,7
5,0
Interest paid
-9,3
-8,7
-27,4
-28,4
-36,0
Paid tax
-14,7
-18,3
-32,7
-35,2
-44,0
Cash flow before changes in working capital
65,9
48,4
174,2
108,8
226,1
160,7
Changes in working capital
Changes in inventories
7,9
21,4
-22,0
17,0
-14,8
Changes in trade receivables
-14,6
-1,4
-72,7
-14,5
-45,3
Change in other operating receivables
0,1
2,2
-2,4
-2,6
5,3
Change in trade payables
-9,7
-13,8
0,0
-16,1
-2,1
Change in other operating liabilities
-3,2
-11,3
11,3
-4,5
5,4
Cash flow from changes in working capital
-19,6
-2,9
-85,7
-20,8
-51,5
13,4
Cash flow from operating activities
46,4
45,5
88,6
88,0
174,6
174,1
Investing activities
Acquisition of subsidiaries
-97,7
-145,4
-205,2
-334,1
-207,5
Investments in intangible assets
-0,9
-0,8
-1,8
-2,7
-3,3
Investments in property, plant and equipment
-12,5
-7,6
-29,9
-25,8
-52,3
Divestments of tangible assets
-
0,1
-
0,5
1,5
Changes in other financial assets
0,6
0,3
0,1
0,0
0,3
Cash flow from investing activities
-110,4
-153,6
-236,8
-362,1
-261,2
-386,5
Financing activities
Borrowings
75,0
70,2
132,9
152,2
133,7
Loan repayments
-33,6
-
-133,8
-26,0
-146,9
Loan repayments, leasing
-10,2
-8,5
-28,8
-23,2
-37,7
Change in current credit facility
-87,5
-51,7
-1,8
-62,2
2,4
Dividends paid to non-controlling interests
-0,5
-
-2,9
-
-2,9
New share issue
-
-
-
287,0
-
Q3 Jan-Sep LTM Jan-Dec
150,7
85,9
7,6
-37,0
-46,5
24,1
12,9
5,1
-18,3
-10,5
-336,4
-4,2
-48,2
2,0
0,2
153,0
-39,1
-32,1
-57,9
-
287,0
Warrants - - -10,0 -0,5 -10,0 -0,5
Cash-settled put/call options and earn-outs
-0,4
-
-41,1
-3,8
-43,5
-6,3
Cash flow from financing activities
-57,2
10,0
-85,5
323,4
-104,9
304,0
Cash flow for the period
-121,3
-98,1
-233,8
49,4
-191,5
91,6
Cash and cash equivalents at the beginning of the
period
168,7
339,9
286,3
190,4
241,3
190,4
Effects of translation differences in cash and cash
equivalents
-0,6
-0,5
-5,7
1,5
-2,9
4,3
Cash and cash equivalents at the end of the period
46,8
241,3
46,8
241,3
46,8
286,3

Summary of the Parent Company's income statement

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Net sales 0.9 0.8 2.7 2.1 3.9 3.3
Other operating revenue 0.0 0.0 0.0 0.0 0.0 0.0
Total income 0.9 0.8 2.8 2.2 3.9 3.3
Operating costs
Employee benefits expense -5.8 -4.4 -19.4 -17.2 -24.2 -21.9
Other external expenses -2.9 -3.9 -9.4 -16.1 -12.0 -18.7
Depreciation of tangible and intangible fixed assets -0.0 -0.0 -0.1 -0.1 -0.1 -0.1
Other operating expenses -0.0 -0.0 -0.0 -0.1 -0.0 -0.1
Operating income -7.8 -7.5 -26.2 -31.3 -32.4 -37.6
Profit/loss from financial items
Other interest income and similar profit/loss items 0.2 7.0 40.1 39.7 54.0 53.7
Interest expenses and similar profit/loss items -1.0 -5.8 -30.4 -28.9 -40.9 -39.4
Profit/loss after financial items -8.6 -6.3 -16.5 -20.5 -19.3 -23.4
Group contribution received - - - - 16.6 16.6
Profit/loss before tax -8.6 -6.3 -16.5 -20.5 -2.7 -6.7
Tax on profit/loss for the period - - - - - -
Profit/loss after tax -8.6 -6.3 -16.5 -20.5 -2.7 -6.7

The result for the period is in line with the comprehensive income for the period.

Summary of the Parent Company's Financial Position Report

MSEK 30 Sep 2025 30 Sep 2024 31 Dec 2024
Fixed assets
Intangible fixed assets 0.1 0.2 0.2
Property plant and equipment 0.1 0.2 0.2
Shares in subsidiaries 1,168.7 925.7 947.9
Non-current receivables from subsidiaries 310.3 387.8 375.7
Total non-current assets 1,479.2 1,313.8 1,324.0
Current assets
Current receivables from subsidiaries 6.3 0.4 16.8
Other current receivables 0.6 1.2 0.6
Prepaid expenses and accrued income 0.2 4.0 0.4
Cash and cash equivalents - 112.5 107.4
Total current assets 7.1 118.1 125.3
Total assets 1,486.3 1,431.9 1,449.2
Equity
Restricted equtiy 5.3 5.3 5.3
Non-restricted equity 828.7 841.6 855.1
Total equity 834.0 846.9 860.4
Non-current liabilities
Liabilities to credit institutions 373.1 358.9 351.7
Other non-current liabilities 100.0 156.3 116.2
Current liabilities
Liabilities to credit institutions 144.2 63.4 71.4
Trade payables 0.6 1.7 0.8
Other current liabilities 29.5 1.4 45.0
Accrued expenses and prepaid income 5.0 3.3 3.6
Total liabilities 652.4 585.0 588.8
Total equity and liabilities 1,486.3 1,431.9 1,449.2

Notes

This quarterly report covers the Swedish parent company Karnell Group AB (publ), corporate identity number 559043- 3214, hereinafter referred to as Karnell, with its registered office in Stockholm, Sweden, and its subsidiaries (the consolidated financial statements). The address of the head office is Riddargatan 13D, 114 51 Stockholm. Its main business is to conduct investment activities.

Note 1. Accounting principles

Karnell's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and related interpretations (IFRIC), as adopted by the EU. The Group's interim report has been prepared in accordance with applicable parts of the Annual Accounts Act and IAS 34 Interim reporting. The interim report for the parent company has been prepared in accordance with Chapter 9 of the Annual Accounts Act, Interim Report. For the Group and the Parent Company, the same accounting principles, calculation bases and assessments have been applied as in the most recent Annual Report.

A more detailed description of the Group's applied accounting principles and new and future standards can be found in the most recently published Annual Report.

Disclosures pursuant to IAS 34.16A, in addition to the financial statements and their related notes in the interim information, are set out on pages 3 to 7 which form an integral part of this financial statement.

All amounts in this report are stated in millions of Swedish kronor (MSEK) unless otherwise stated. Rounding may occur in tables and counts, with the result that the stated totals are not always an exact sum of the rounded partial amounts.

Note 2. Segment and distribution of net sales

Q3 Jan-Sep Jan-Dec
MSEK 2025 2024 2025 2024 2024
Product companies 249.0 171.4 640.3 467.9 678.5
Sale of products 233.5 149.3 589.6 404.3 591.5
Project sales 8.0 8.1 32.2 36.9 52.1
Sale of services 7.5 14.0 18.4 26.7 34.9
Niche production 187.1 185.2 586.1 531.5 723.8
Sale of products 187.1 185.2 586.1 531.5 723.8
Central and eliminations 0.0 - 0.1 - 0.0
Total Group 436.1 356.6 1,226.5 999.4 1,402.3

Net sales are attributable to external income from agreements with customers. Sales of services are recognised as revenue over time, other income is recognised at one point in time.

Note 2. Segment and distribution of net sales, continued.

Net sales by geographic area

Q3 Jan-Sep Jan-Dec
MSEK 2025 2024 2025 2024 2024
Sweden 85.4 69.5 276.4 227.3 362.0
Finland 212.3 191.6 590.8 527.2 698.3
UK 43.7 35.7 118.5 66.0 93.5
Europe, other 48.6 51.1 156.1 137.1 191.7
Other countries 46.0 8.8 84.8 41.8 56.8
Total 436.1 356.6 1,226.5 999.4 1,402.3

Net sales are based on where the customer has its geographical residence.

Product
Q3 2025 (MSEK) companies Niche production HQ and other Total Group
Net sales 249.0 187.1 0.0 436.1
EBITA 45.9 34.3 -10.8 69.4
Depreciation and amortisation of
intangible fixed assets
- - - -7.1
Net financial items -3.2
Profit/loss before tax 59.1
Product
Q3 2024 (MSEK) companies Niche production HQ and other Total Group
Net sales 171.4 185.2 0.0 356.6
EBITA 28.5 34.7 -8.3 54.9
Depreciation and amortisation of
intangible fixed assets
- - - -4.3
Net financial items -10.4
Product
Jan-Sep 2025 (MSEK) companies Niche production HQ and other Total Group
Net sales 640.3 586.1 0.1 1,226.5
EBITA 95.7 107.5 -32.6 170.7
Depreciation and amortisation of
intangible fixed assets
- - - -17.8
Net financial items -20.5
Profit/loss before tax 132.3
Product
Jan-Sep 2024 (MSEK) companies Niche production HQ and other Total Group
Net sales 467.9 531.5 0.0 999.4
EBITA 64.1 87.5 -36.0 115.6
Depreciation and amortisation of
intangible fixed assets - - - -10.6
Net financial items -31.6
Profit/loss before tax 73.5

Note 3. Acquisitions

Männistö

On 31 January 2025, Karnell completed the acquisition of Männistö Oy Metallituote ("Männistö"), which was acquired at 90.4%. The acquisition includes a put/call option that entails a right and an obligation to acquire the remaining 9.6% of the shares from other owners. Hence, the acquisition is reported to be 100% without any non-controlling interest. The expected purchase price for the remaining 9.6% is reported as a liability.

Männistö, located in Rauma, Finland, is a manufacturer specializing in pipe support systems for the maritime industry and its own products for HVAC and insulation applications. The company has a turnover of approximately EUR 6 million and is part of the Product companies business area.

The acquired goodwill is attributable to the company's expected future earning capacity and the competence of its personnel. No part of the goodwill is expected to be tax deductible. Transaction costs for the acquisition amount to approximately SEK 2.0 million, a large part of which is attributable to transfer tax, and is included in the item "Other external expenses" in the Group's income statement.

The acquisition balance is preliminary as retroactive adjustments may still be made if they reflect new information about the circumstances that existed at the time of acquisition.

Warwick SASCo

On April 1, the acquisition of Warwick SASCo Ltd was completed, which was acquired at 90.1%. The acquisition includes a put/call option that entails a right and an obligation to acquire the remaining 9.9% of the shares from other owners. Hence, the acquisition is reported to be 100% without any non-controlling interest. The expected purchase price for the remaining 9.9% is reported as a liability.

Based in Leamington Spa, England, Warwick SASCo is a designer and supplier of reusable plastic reusable products used in hospital and healthcare environments for sterilization, surgery, and patient care. Warwick is part of the Product companies business area.

The acquired goodwill is attributable to the company's expected future earning capacity and the competence of its personnel. No part of the goodwill is expected to be tax deductible. Transaction costs and transfer taxes for the acquisition amount to approximately SEK 1.4 million, and are included in the item "Other external expenses" in the Group's income statement.

The acquisition balance is preliminary as retroactive adjustments may still be made if they reflect new information about the circumstances that existed at the time of acquisition.

LundHalsey

On July 4, the acquisition of LundHalsey (Console Systems) Ltd ("LundHalsey") was completed, which was acquired at 90.0%. The acquisition includes a put/call option that entails a right and an obligation to acquire the remaining 10.0% of the shares from other owners. Hence, the acquisition is reported to be 100% without any non-controlling interest. The expected purchase price for the remaining 10.0% is reported as a liability.

LundHalsey, based in Aylesbury, England, is a designer and manufacturer of premium consoles used to equip control rooms. The company has annual sales of approximately GBP 10 million and is part of the Product companies business area.

The acquired goodwill is attributable to the company's expected future earning capacity and the competence of its personnel. No part of the goodwill is expected to be tax deductible. Transaction costs and transfer taxes for the acquisition amount to approximately SEK 1.5 million, and are included in the item "Other external expenses" in the Group's income statement.

The acquisition balance is preliminary as retroactive adjustments may still be made if they reflect new information about the circumstances that existed at the time of acquisition.

Purchase price allocation 2025

MSEK Männistö Warwick LundHalsey Total
Intangible fixed assets 39.0 24.5 49.7 113.1
Property plant and equipment 9.6 8.1 17.0 34.7
Inventories 4.1 3.4 16.9 24.4
Current receivables 3.2 8.7 16.4 28.3
Cash and cash equivalents 3.2 2.8 2.6 8.6
Deffered tax -7.8 -6.6 -13.8 -28.2
Non-current liabilities -3.2 -5.4 -7.2 -15.8
Current liabilities -15.5 -6.9 -21.4 -43.9
Net identifiable assets and liabilities 32.5 28.7 60.1 121.3
Cash purchase price 60.2 42.4 95.5 198.1
Contingent liability - 5.1 - 5.1
Put/call option 7.8 4.7 11.2 23.7
Total purchase price 68.0 52.2 106.7 226.9
Net assets acquired 32.5 28.7 60.1 121.3
Goodwill 35.5 23.5 46.6 105.6
68.0 52.2 106.7 226.9
Impact on the Group's cash and cash equivalents
Cash compensation -60.2 -42.4 -95.5 -198.1
Acquired cash and cash equivalents 3.2 2.8 2.6 8.6
Net cash and cash equivalents -57.0 -39.6 -92.9 -189.5
MSEK Männistö Warwick LundHalsey Total
Impact after acquisition date included in consolidated earnings
Net sales 48.8 20.7 35.0 104.4
Operating income 10.7 4.8 7.9 23.4
Impact if the acquisitions were completed on Jan 1
Net sales 54.6 32.1 92.5 179.2
Operating income 11.8 7.7 10.5 30.0

Note 4. Financial assets and liabilities

Financial assets and liabilities
-- -- -- ----------------------------------
measured at fair value Financial assets and liabilities
30 Sep 2025 (MSEK) through profit/loss measured at amortised cost Total fair value
Financial assets
Non-current receivables - 0.5 0.5
Accounts receivable - 327.7 327.7
Cash and cash equivalents - 46.8 46.8
Total - 375.0 375.0
Financial liabilities
Liabilities to credit institutions - 456.8 456.8
Trade payables - 114.2 114.2
Contract liabilities - 2.2 2.2
Contingent liabilities 33.1 - 33.1
Put/call options attributable to non-controlling
interests 116.9 - 116.9
Total 149.9 573.1 723.0

Financial assets and liabilities

measured at fair value Financial assets and liabilities
30 Sep 2024 (MSEK) through profit/loss measured at amortised cost Total fair value
Financial assets
Non-current receivables - 0.6 0.6
Accounts receivable - 264.3 264.3
Cash and cash equivalents - 241.3 241.3
Total - 506.1 506.1
Financial liabilities
Liabilities to credit institutions - 463.8 463.8
Trade payables - 95.5 95.5
Contract liabilities - 6.8 6.8
Contingent liabilities 60.9 - 60.9
Put/call options attributable to non-controlling
interests 127.2 - 127.2
Total 188.1 566.1 754.2

The carrying amount is considered a good approximation of the fair value. For the period 2025, there are two items measured at fair value via the income statement. Fair value of contingent liabilities (earn-outs) has been calculated based on the expected outcome of financial and operational targets for each individual agreement. The estimated expected adjustment will vary over time depending on, among other things, the degree of fulfilment of the conditions for the contingent earn-outs and the development of certain exchange rates against the Swedish krona. Contingent liabilities classified as financial liabilities are measured at fair value. The measurement is therefore in accordance with level 3 in the valuation hierarchy. Significant unobservable input information consists of forecasted sales and a risk-adjusted discount rate as well as operational targets.

The put/call options for non-controlling interests apply to put/call options in completed transactions where the selling shareholder retains a certain ownership in connection with subsequent transactions and there is an agreement that Karnell will purchase the remaining holdings if the owner of the put/call option chooses to exercise the right to sell. The liability relating to the put/call options is usually reported as non-current. When there is an indication that call option holders want to exercise their option, the debt is reported as current.

The valuation and payment are made in a similar manner as for contingent earn-outs (Level 3 Fair Valuation). The fair value of the call options in respect of non-controlling interests has been calculated by assessing the likely outcome of the financial and operational targets for each individual agreement. The estimated probability of payment will vary over time depending on, among other things, the extent to which conditions for the put/call options have been met, as well as how exchange rates develop.

The levels available are as follows;

  • Level 1: Financial instruments are valued according to prices quoted on an active market.
  • Level 2: Financial instruments are valued on the basis of directly or indirectly observable market data and are not included in Level 1.
  • Level 3: Financial instruments are valued based on inputs that are not observable in the market.

Reconciliation of put/call options and earn-outs

Changes in put/call options, MSEK

Opening balance, Jan 1 2025 136.4
Additional put/call options 23.7
Settled liabilities during the period -41.0
Revaluations through profit/loss 1.7
Exchange rate differences -3.9
Closing balance, Sep 30 2025 116.9

Changes in earn-outs, MSEK

Opening balance, Jan 1 2025 47.2
Additional earn-outs 5.1
Settled liabilities during the period -15.7
Revaluations through profit/loss -0.8
Exchange rate differences -2.7
Closing balance, Sep 30 2025 33.1

Note 5. Net financial items

Q3 Jan-Sep
MSEK 2025 2024 2025 2024
Interest income 0.5 1.6 3.1 5.7
Interest expenses -6.9 -7.2 -20.6 -23.9
Interest expenses leasing -2.4 -1.6 -6.8 -4.5
Net interest -8.8 -7.1 -24.4 -22.7
Net exchange rate effects 3.2 -0.3 4.8 -2.0
Revaluation of put/call options and earn-outs 2.4 -2.9 -0.9 -8.8
Other financial items - - - 2.0
Net financial items -3.2 -10.4 -20.5 -31.6

Key figures – Group

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Net sales 436.1 356.6 1,226.5 999.4 1,629.4 1,402.3
EBITDA¹ 91.5 73.4 234.1 165.8 304.0 235.7
EBITA¹ 69.4 54.9 170.7 115.6 220.9 165.8
EBITA margin. %¹ 15.9% 15.4% 13.9% 11.6% 13.6% 11.8%
EBITA growth. %¹ 26.4% 45.4% 47.6% 14.1% - 21.4%
Operating profit (EBIT) 62.3 50.6 152.8 105.0 198.5 150.7
EBIT margin. % 14.3% 14.2% 12.5% 10.5% 12.2% 10.7%
Profit/loss before tax 59.1 40.2 132.3 73.5 173.4 114.6
Cash flow from operating activities 46.4 45.5 88.6 88.0 174.6 174.1
Earnings per share before dilution (SEK) 0.88 0.55 1.95 0.95 2.52 1.54
Earnings per share after dilution (SEK) 0.85 0.53 1.89 0.92 2.45 1.49
Return on equity¹ - - - - 11.4% 8.0%
Return capital employed¹ - - - - 13.8% 12.5%
Equity ratio. %¹ 52.0% 51.4% 52.0% 51.4% 52.0% 52.2%
Financial net debt¹ 716.2 514.6 716.2 514.6 716.2 496.0
Net debt¹ 566.3 326.5 566.3 326.5 566.3 312.5
Net debt excl. leasing¹ 410.0 222.6 410.0 222.6 410.0 174.0
Financial net debt/EBITDA¹ - - - - 2.4 2.1
Net debt/EBITDA¹ - - - - 1.9 1.3
Net debt excl. leasing/EBITDA excl. leasing¹ - - - - 1.6 0.9
Number of employees, closing day 748 673 748 673 748 671
Average number of shares. before dilution ('000) 52,921 52,921 52,921 49,594 52,921 50,430
Average number of shares. diluted ('000) 54,591 54,553 54,382 51,205 54,334 51,989

1) The key figure is an alternative key figure in accordance with ESMA's guidelines

Net sales and EBITA per quarter

MSEK Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023
Net sales
Product companies 249.0 218.3 173.0 210.6 171.4 179.1 117.4 137.5 103.7
Niche production 187.1 212.7 186.3 192.2 185.2 178.1 168.3 166.9 156.2
Central and eliminations 0.0 0.0 0.1 0.0 0.0 0.0 0.0 0.0 0.0
Total Group 436.1 431.0 359.4 402.9 356.6 357.2 285.6 304.4 260.0
EBITA
Product companies 45.9 32.3 17.6 31.8 28.5 24.2 11.4 18.6 14.0
Niche production 34.3 41.9 31.3 26.1 34.7 27.8 25.0 28.6 32.3
Central and eliminations -10.8 -11.2 -10.6 -7.7 -8.3 -11.2 -16.5 -11.9 -8.5
Total Group 69.4 62.9 38.3 50.2 54.9 40.8 20.0 35.3 37.8
EBITA margin. %
Product companies 18.4% 14.8% 10.2% 15.1% 16.6% 13.5% 9.7% 13.5% 13.5%
Niche production 18.4% 19.7% 16.8% 13.6% 18.8% 15.6% 14.9% 17.1% 20.7%
Total Group 15.9% 14.6% 10.7% 12.5% 15.4% 11.4% 7.0% 11.6% 14.5%

Definitions

Net sales growth:

Change in the Group's net sales compared to the comparison period. The purpose is to show the total growth in net sales for all Group companies that are part of the Group in relation to the comparison period.

Organic net sales growth:

Change in net sales adjusted for currency effects and net sales acquired and divested, compared to the same period last year. Acquired companies are included in organic growth from the time they have comparative figures for the period in question. The purpose is to analyse the underlying net sales growth in current operations.

EBITA growth:

Change in EBITA compared to the same period last year. The purpose is to analyse earnings growth.

Organic EBITA growth:

Change in EBITA adjusted for exchange rate effects and acquired and divested EBITA, compared to the same period last year. Acquired companies are included in organic growth from the time they have comparative figures for the period in question. The purpose is to analyse the underlying earnings growth in current operations.

EBITDA:

Operating profit before depreciation. EBITDA is a complement to operating profit. The purpose is to measure the result from operating activities, regardless of depreciation.

EBITDA excl. leasing:

Operating profit before depreciation adjusted for the reversal of leasing expenses in accordance with IFRS 16. EBITDA excl. leases is a complement to operating profit. The purpose is to measure the result of operating activities, regardless of depreciation and adjustments for leasing in accordance with IFRS 16.

EBITA:

Operating profit before amortization of intangible noncurrent assets. EBITA is a complement to operating profit. The purpose is to measure the underlying result from operating activities, excluding depreciation and amortization of intangible assets.

Return on equity:

Net profit for the year as a percentage of average equity (opening balance plus closing balance for the period, divided by two). The purpose is to show the return on the shareholders' invested capital during the period.

Return on capital employed:

Profit after financial items plus financial expenses as a percentage of average capital employed (opening balance plus closing balance for the period, divided by two). The purpose is to demonstrate the profitability of the business in relation to its capital employed.

EBIT margin:

Operating profit as a percentage of net sales. The purpose is to give an indication of profitability in relation to sales.

EBITA margin:

EBITA as a percentage of net sales. The purpose is to demonstrate the operational profitability of the business regardless of depreciation and amortization of intangible fixed assets.

Net debt:

Non-current interest-bearing liabilities, non-current lease liabilities, current interest-bearing liabilities and current lease liabilities decreased by cash and cash equivalents. The purpose is to clarify how large the debt is minus current cash and cash equivalents (which in theory could be used to amortize loans).

Net debt excl. leasing:

Non-current interest-bearing liabilities, current interestbearing liabilities reduced by cash and cash equivalents. The purpose is to assess the Group's debt, without including lease liabilities, as these have a different maturity structure.

Capital employed:

Balance sheet total reduced by non-interest-bearing provisions and liabilities. The purpose is to show the capital financed by owners and lenders.

Equity ratio:

Equity as a percentage of total assets. The purpose is to assess financial risk and shows what proportion of the assets are financed with equity.

Net debt/EBITDA:

Net debt divided by EBITDA for the last twelve-month period. The key figure is relevant for assessing the company's ability to make investments and live up to its financial commitments.

Net debt excl. lease/EBITDA excl. leasing:

Net debt excl. lease liabilities divided by EBITDA excl. leases for the most recent twelve-month period. The ratio provides an indication of the Group's ability to service its debts, excluding items related to IFRS 16, leasing.

Earnings per share, before dilution:

Profit after tax divided by weighted average number of outstanding shares during the period.

Earnings per share, diluted:

Profit after tax divided by weighted average number of outstanding shares during the period, plus the number of shares that would have been issued as an effect of ongoing incentive programs.

Net financial debt:

Net debt as described above, plus put/call options and earnouts. The purpose is to clarify how large the total debt is minus current cash and cash equivalents (which in theory could be used to amortize loans).

Net financial debt/EBITDA:

The net financial debt divided by EBITDA for the last twelvemonth period. The key figure is relevant for assessing the company's ability to make investments and live up to its financial commitments.

Reconciliation and calculation of alternative performance measures (APMs)

Karnell uses financial measures that are not defined in IFRS but are so-called alternative performance measures (APMs). These KPIs provide the reader with complementary data and facilitate further analysis of the group's performance over time. Below are reconciliations and an account of subcomponents included in the alternative performance measures used in this report. Reconciliation is made against the most directly reconcilable item, subtotal, or total stated in the financial statements for the corresponding period.

EBITDA, EBITA and Operating Profit (EBIT)

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
EBITDA 91.5 73.4 234.1 165.8 304.0 235.7
Depreciation and amortization -22.1 -18.5 -63.5 -50.2 -83.1 -69.8
EBITA 69.4 54.9 170.7 115.6 220.9 165.8
Depreciation and amortisation of intangible assets -7.1 -4.3 -17.8 -10.6 -22.4 -15.1
Operating profit (EBIT) 62.3 50.6 152.8 105.0 198.5 150.7

EBITA margin and operating margin

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Net sales 436.1 356.6 1,226.5 999.4 1,629.4 1,402.3
EBITA 69.4 54.9 170.7 115.6 220.9 165.8
EBITA margin. % 15.9% 15.4% 13.9% 11.6% 13.6% 11.8%
Operating profit (EBIT) 62.3 50.6 152.8 105.0 198.5 150.7
Operating margin. % 14.3% 14.2% 12.5% 10.5% 12.2% 10.7%

Organic net sales growth, %

Q3 Jan-Sep
MSEK. % 2025 2024 2025 2024
Growth net sales 79.5 22.3% 96.6 37.1% 227.1 22.7% 200.5 25.1%
Net sales 436.1 - 356.6 - 1,226.5 - 999.4 -
Acquired net sales growth 74.8 21.0% 88.7 34.1% 208.1 20.8% 185.1 23.2%
Net exchange rate effects -8.3 -2.3% -4.5 -1.7% -16.7 -1.7% -5.5 -0.7%
Organic net sales growth 13.1 3.7% 12.4 4.8% 35.6 3.6% 21.0 2.6%

Organic EBITA growth, %

Q3 Jan-Sep
MSEK. % 2025 2024 2025 2024
Growth EBITA 14.5 26.4% 17.1 45.4% 55.0 47.6% 14.3 14.1%
EBITA 69.4 - 54.9 - 170.7 - 115.6 -
Acquired EBITA growth 15.3 27.8% 15.7 41.6% 42.9 37.1% 31.4 30.9%
Net exchange rate effects -1.6 -3.0% -1.0 -2.7% -2.9 -2.5% -0.9 -0.9%
Organic EBITA growth 0.9 1.6% 2.4 6.4% 15.0 13.0% -16.3 -15.9%

Net debt

Q3 Jan-Sep LTM Jan-Dec
MSEK 2025 2024 2025 2024 Oct-Sep 2024
Interest-bearing liabilities 456.8 463.8 456.8 463.8 456.8 460.2
Cash and cash equivalents 46.8 241.3 46.8 241.3 46.8 286.3
Net debt excl. leasing 410.0 222.6 410.0 222.6 410.0 174.0
Lease liabilities 156.3 103.9 156.3 103.9 156.3 138.5
Net debt 566.3 326.5 566.3 326.5 566.3 312.5
Other liabilities 149.9 188.1 149.9 188.1 149.9 183.6
Financial net debt 716.2 514.6 716.2 514.6 716.2 496.0

Leasing impact EBITDA

LTM Jan-Dec
MSEK Oct-Sep 2024
EBITDA 304.0 235.7
Leasing impact EBITDA -46.0 -37.6
EBITDA LTM excl. leasing 257.9 198.0

Net debt/EBITDA

LTM Jan-Dec
MSEK Oct-Sep 2024
Financial net debt/EBITDA 2.4 2.1
Net debt/EBITDA 1.9 1.3
Net debt excl. leasing/EBITDA excl. leasing 1.6 0.9

Return on equity

LTM Jan-Dec
MSEK Oct-Sep 2024
Profit/loss for the period 133.3 77.5
Equity, average 1,165.3 969.7
Return on equity 11.4% 8.0%

Return on capital employed

LTM Jan-Dec
MSEK Oct-Sep 2024
Profit/loss after financial items 173.4 114.6
Financial expenses (+) -69.3 -71.1
Profit after financial items plus financial expenses 242.7 185.7
Balance sheet total, average 2,253.2 1,916.7
Non-interest-bearing liabilities (-), average 415.0 369.1
Non-interest-bearing provisions (-), average 82.6 56.5
Capital employed 1,755.6 1,491.1
Return on capital employed. % 13.8% 12.5%

Calendar

Interim Report Q4 2025

13 February 2026

Annual Report 2025

April 2026

Interim Report Q1 2026

8 May 2026

Annual General Meeting 2026

8 May 2026

Interim Report Q2 2026

17 July 2026

Interim Report Q3 2026

23 October 2026

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