Carel Industries

Investor Presentation • May 13, 2025

CAREL INDUSTRIES S.p.A. 2025 – Q1 Results

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13th May 2025

Disclaimer

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

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

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

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

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

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Q1 2025 – Highlights

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Q1 2025 revenue reflects a continuation of the sequential positive percentage performance trend established since Q3 2024, representing a return to growth, following four consecutive quarters of percentage decline.

• Reported revenue reached 147.4m€, up 0.7% compared to Q1 2024.
• Key underlying trends included sustained positive momentum in Data Centers, particularly in the US and a strong recovery in the European Refrigeration sector.
• Performance growth could have been stronger were it not for a temporary constraint in the Group's production capacity (now resolved), which had been calibrated to meet the reduced volumes of 2024 (a year marked by particularly weak demand).

• Adj. EBITDA margin equal to 18.6% (18.1% reported).
• The increase in the EBITDA margin compared to the FY 2024 figure reflects effective procurement strategies, which allowed the Group to capitalize on lower electronic raw material prices. This was further supported by the positive contribution from the expansion of digital services.
• R&D investments-to-revenue ratio confirmed at target level: >5%.

44m€ Net debt

• Further reduction in Net Debt, moving from 50.2m€ to 43.9m€.
• ND/LTM EBITDA 0.4x. Net of 30.8m€ related to the IFRS16 accounting principle, Net Debt would stand a touch above 11m€, a negligible level compared to LTM EBITDA.

Q1 2025 – Results

CERTIFIED

KPIs
m€	Q1 2024	Q1 2025	Δ%
Revenue	146	147	0
	4	4	7%
(constant	146	146	0
FX)	4	6	1%
Revenue
EBITDA	26	26	(0
	7	6	2%)
Adj	26	27	1%
EBITDA	8	4	2
/Revenue adj EBITDA	3% 18	6% 18
Profit Net	16 5	10 1	(38 7%)
Capex	5	4	(18
	4	4	7%)

• Revenue +0.7%: All the region delivered positive results at constant FX, except APAC, penalized by contingent, temporary factors. Positive performance from Kiona (~15% increase in revenue in local currency).
• EBITDA Adj. +2.1%: Net of a number of non-recurring reorganization costs, the EBITDA margin stood at 18.6%. The expansion is supported primarily by a better trend in raw material purchasing trend. Accretive profitability from Kiona (~25%). >5%R&D expenses on revenues ratio confirmed.
• Net Profit -38.7%: The significant decline is mainly attributable to the absence of extraordinary items that benefitted Q1 2024 as well as negative FX effect. Tax rate stood at 21.3%, slightly better than Q1 2024 (22.3%).
• Capex: FY 2025 capex-to-revenue target of ~5% confirmed. Q1 2025 capex level was influenced by the typical seasonality.

Q1 2025 – Revenue breakdowns

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EMEA 67% APAC 13% North America 18% South America 2% 147.4 M€ m€ m€ Area Q1 2024 Q1 2025 Δ% Δ% fx EMEA 98.5 99.5 1.1% 0.8% APAC 20.8 17.8 (14.6%) (15.5%) Americas (North) 23.6 26.8 13.7% 10.4% Americas (South) 3.6 3.3 (7.9%) 2.9% Total Revenue 146.4 147.4 0.7 0.1%

• EMEA Q1 2025 marked a trend reversal, with a ~1% YoY growth, primarily driven by a strong recovery in the Refrigeration segment.
• APAC The region's weak performance was affected by a range of contingent factors related to the timing of several projects. A significant recovery is expected in the coming quarters, though the outlook remains mixed in China.
• Americas (North) North America delivered another strong quarter, in spite o of high comps, supported by continued positive momentum in the data centre segment.
• Americas (South) Solid results in Brazil were partially offset by a more mixed performance in other countries across the region.

• HVAC: Q1 2025 performance was broadly in line with both Q1 and Q4 2024. The more favorable macroeconomic environment in Europe, characterized by lower interest rates and inflation, combined with an anticipated stronger performance in APAC, is expected to support growth in the coming quarters.
• Refrigeration: Following over four quarters of subdued investment in food retail across Europe, Q1 2025 saw a strong rebound in order intake, partially reflected in revenues. Further performance improvement is anticipated in Q2, also supported by the restoration of CAREL's production capacity..

From EBITDA to Net Profit

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K€	Q1 '24	Q1 '25	Δ%	• Higher D&A due primarily to 2024 record
EBITDA	26 666 ,	26 622 ,	0 2% -	capex level.
D&A	-9 508 ,	-11 161 ,
EBIT	158 17 ,	15 461 ,	9 9% -
Financial (charges)/income	-1 523 ,	-1 731 ,
gains/losses FX	2 672 ,	-891		• Absence of extraordinary item related to CFM minority, which positively impacted on
Gain/Losses from liabilities for FV on options minorities on	3 454 ,	-		Q1 2024.
Companies cons.with equity method	-	-		• Negative FX trend.
EBT	21 762 ,	839 12 ,	41 0% -
Taxes	848 -4 ,	-2 733 ,
Minorities	-389	22		• 21.3% tax-rate. A slight improvement on Q1
profit Group net	16 525 ,	10 129 ,	38 7% -	2024 level (22.3%).

Q1 2025 – NFP Bridge

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• Further reduction in Net Debt driven by a robust cash generation, easily covering seasonal NWC expansion and capex.
• Excluding the purely accounting effect coming from IFRS 16 NFP would be approximately 11m€, 1/10th of the LTM EBITDA.

Closing Remarks

• 2025 begins on a positive note: Following a challenging year, early 2025 shows encouraging recovery signals, particularly in Europe. Strong order intake was partly offset by the gradual restoration of CAREL's production capacity, now fully completed.

Q1 2025 Results

• Sustained Profitability: The solid profitability achieved in 2024 has continued into Q1 2025. Improved gross margin, driven by the growth of digital services and a decline in raw material costs, has effectively offset increased investments in R&D.
• Robust Financial Position: Net debt continued to decline, supported by strong cash generation, further strengthening the Group's balance sheet.

Tariffs

• While the tariff landscape remains uncertain, CAREL's global footprint and production mirroring strategy provide a solid foundation of resilience and position the company well to navigate the evolving landscape.

Scenario

• The broader macroeconomic environment continues to pose challenges, shaped by ongoing geopolitical instability, increased market volatility, and reduced forecasting clarity.
• HVAC/Ref.: The EMEA region shows promising signs of recovery, particularly in the refrigeration segment. Positive momentum in the Data Centre business continues, especially in the US, while the APAC region presents a more mixed outlook.

Guidance

Taking this into account, visibility therefore remains very limited. However, based on the results achieved in the first quarter, a strong order book, and positive market trends, the Group expects to close Q2 2025 on Q2 2024 with revenue growth in the high single-digit to low double-digit percentage range.

Annexes

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Shareholding structure (>3% voting rights)

Income statement and Balance Sheet

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Income statement Balance sheet

K€	Q1	Q1	Delta
	2025	2024	%
Revenues	147	146	0
	400	415	7%
	,	,
Other revenues	1 149 ,	1 124 ,	2 3%
Operating costs	(121 927) ,	(120 872) ,	0 9%
EBITDA	26	26	(0
	622	666	2%)
	,	,
Depreciation	(11	(9	4%
and	161)	508)	17
impairments	,	,
EBIT	15	17	(9
	461	158	9%)
	,	,
EBT	12	21	(41
	839	762	0%)
	,	,
Taxes	(2	(4	(43
	733)	848)	6%)
	,	,
Net result of the period	10 106 ,	16 915 ,	(40 3%)
Non controlling interest	(22)	389	(105 8%)
Group	10	16	(38
result	129	525	7%)
net	,	,

K€	Q1 2025	FY 2024	Delta %
Capital Fixed	501 588 ,	508 920 ,	(1 4%)
Working Capital	84 828 ,	76 909 ,	10 3%
Employees defined benefit plans	(7 231) ,	(7 390) ,	(2 2%)
Net invested capital	579 185 ,	578 438 ,	0 1%
Equity	446 648 ,	441 535 ,	2% 1
Non liabilities currrent
and call options put on	88 608 ,	86 714 ,	2 2%
Net financial position (asset)	43 929 ,	50 190 ,	(12 5%)
Total	579 185 ,	578 438 ,	0 1%

Company Profile

Leading provider of advanced control solutions for HVAC/R

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

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

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

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Source: Company information

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

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

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Source: Company information Note: 1) developed with partners

Plants

Well-articulated strategies to continue the growth track record

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

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

Source: Company information

HVAC to consolidate its market leadership

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B

C

Human Resources

Industrial Footprint and Lean Approach

Disciplined bolt-on M&A

Innovation

Increase focus on Services

Refrigeration to increase market share

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Leading provider of advanced energy efficient control solutions

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

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In Europe

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

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

² Attractive market growth supported by secular trends

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Source: Company information

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

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

FROM PRODUCT PLATFORMS TO INTEGRATED ELECTRONIC SOLUTIONS…

…IN THE HVAC AND REFRIGERATION MARKETS

Positioning and innovation capability hard to replicate 3

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Leadership position in HVAC OEM premium niches… 3

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

…and leading in innovation in the refrigeration market 3

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Source: Company information and elaborations

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

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4 Highly efficient global operations serving locally…

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3%

Track record of profitable growth

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

Source: Company information Note: 2015-2020 IFRS

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

Global expansion, innovation and services 6 A

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

Cross-selling and upselling exploiting high-efficiency trends

Consolidation of leadership positions in HVAC Growth in Refrigeration

Geographical expansion through the introduction of innovative solutions in new geographies

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

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

M&A

M&A – 2023 – Kiona

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

• Industrial fitting:

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

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M&A – 2022 – Senva

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

M&A – 2022 – Klingenburg

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

M&A – 2022 – Sauber

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

M&A – 2022 – Arion

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

M&A – 2021 – CFM

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

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M&A – 2021 – Enginia

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

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

M&A – 2018 – Recuperator

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

M&A – 2018 – HygroMatik

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

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