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Cembre Interim / Quarterly Report 2025

May 14, 2025

4425_ir_2025-05-14_3481174f-84b5-435a-8a41-7d8978f09385.pdf

Interim / Quarterly Report

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INTERIM REPORT

2025 FIRST QUARTER

Cembre S.p.A.

Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up). Registration no: 00541390175 (Commercial Register of Brescia)

This document contains translations of the Interim Report drawn up in the Italian language

Contents

Corporate Boards and Independent Auditors
2
Group Structure
3
Interim Report on Operations
4
Subsequent events
8
Outlook

8
Attachment 1 to the Interim Report on Operations
9
Comparative Consolidated Income Statement
9
Consolidated Financial Statements at March 31, 2025
10
Consolidated Statement of Comprehensive Income
10
Consolidated Statement of Financial Position –
Assets
11
Consolidated Statement of Financial Position –
Liabilities and Shareholders' Equity
12
Consolidated Cash Flow Statement
13
Statement of Changes in the Consolidated Shareholders' Equity

15
Notes to the accounts
16
Accounting principles, form and content of the Financial Statements, estimates
16
Translation of financial statements expressed in currencies other than the euro
17

Corporate Boards and Independent Auditors

Board of Directors

Giovanni Rosani Chairman and Managing Director
Aldo Bottini Bongrani Deputy Chairman
Anna Maria Onofri Director
Sara Rosani Director
Felice Albertazzi Director
Franco Celli Director
Paola Carrara Independent Director
Elisabetta Ceretti Independent Director

Board of Statutory Auditors

Stefano Colpani Chairman
Riccardo Astori Auditor
Rosanna Angela Pilenga Auditor

Maria Grazia Lizzini Substitute Auditor

Alessandra Biggi Substitute Auditor

Independent Auditors

EY S.p.A.

Group Structure

Interim Report on Operations

In the first quarter of 2025, consolidated revenues stood at €60,006 thousand, marking an increase of 2.3% compared to €58,654 thousand recorded in the first three months of 2024.

Consolidated sales by geographical area show a decrease in the Italian market of 6.5% compared to the first quarter of 2024, and amount €25.3 million; revenues in other European markets amount to €29.0 million and increased by 9.9% compared to the first quarter of 2024; finally, non-European sales amounted to €5.7 million, marking a growth of 9.5%. In the 1st Quarter of 2025, 42.1% of Group sales were represented by Italy (as compared with 46.1% in the first three months of 2024), 48.3% by the rest of Europe (45.0% in the first three months of 2024), and the remaining 9.6% by the rest of the World (8.9% in the 1st Quarter of 2024).

(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Italy 25,288 27,038 -6.5% 24,777 21,433 15,697
Rest of Europe 28,987 26,381 9.9% 27,098 22,240 18,812
Rest of the World 5,731 5,235 9.5% 5,914 4,974 3,758
Total 60,006 58,654 2.3% 57,789 48,647 38,267

The summary table of sales by geographical area is reported below:

Revenues from sales and services in the first three months of 2025 by Group company (net of intragroup sales):

(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Cembre S.p.A. 30,682 32,972 -6.9% 30,402 27,187 20,194
Cembre Ltd. (UK) 8,012 6,755 18.6% 6,735 6,130 5,162
Cembre S.a.r.l. (F) 4,492 4,151 8.2% 3,765 2,796 2,907
Cembre S.L.U. (E) 6,282 5,485 14.5% 5,699 3,985 3,234
Cembre GmbH (D) 6,189 5,855 5.7% 7,195 5,407 4,498
Cembre Inc. (USA) 3,443 3,436 0.2% 3,993 3,142 2,272
Cembre Bv. (NL) 673 - n.a. - - -
Cembre El. Conn. Shanghai
Ltd (CN)
233 - n.a. - - -
Total 60,006 58,654 2.3% 57,789 48,647 38,267

In the first three months of 2025, Group companies reported the following pre-

consolidated sales revenues and results:

Sales revenues (pre-consolidation)
(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Cembre S.p.A. 45,617 47,802 -4.6% 44,487 37,543 28,662
Cembre Ltd. (UK) 8,762 7,399 18.4% 7,211 6,745 5,453
Cembre S.a.r.l. (F) 4,492 4,177 7.5% 3,789 2,894 2,965
Cembre S.L.U. (E) 6,290 5,490 14.6% 5,710 3,987 3,241
Cembre GmbH (D) 6,236 5,883 6.0% 7,256 5,429 4,537
Cembre Inc. (USA) 3,492 3,437 1.6% 3,999 3,144 2,281
Cembre BV (NL) 673 - n.a. - - -
Cembre El.Conn.
Shanghai Ltd (CN)
233 - n.a. - - -
Pre-tax result (pre-consolidation)
(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Cembre S.p.A. 15,995 14,177 12.8% 15,523 12,427 8,439
Cembre Ltd. (UK) 1,080 502 115.3% 811 801 727
Cembre S.a.r.l. (F) 24 145 -83.4% 151 93 169
Cembre S.L.U. (E) 864 698 23.8% 855 611 270
Cembre GmbH (D) 678 (99) n.a. 771 442 182
Cembre Inc. (USA) 447 (130) n.a. 358 317 88
Cembre BV (NL) 187 - n.a. - - -
Cembre El.Conn.
Shanghai Ltd (CN)
(25) - n.a. - - -

For a more direct evaluation of the effect of foreign exchange translations, we include below sales figures and pre-tax result figures of the companies operating outside the euro area in the respective currency.

Currency Sales revenues (pre-consolidation)
(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Cembre Ltd. (UK) Gbp 7,323 6,335 15.6% 6,368 5,641 4,766
Cembre Inc. (USA) US\$ 3,675 3,732 -1.5% 4,291 3,526 2,478
Cembre El.Conn.
Shanghai Ltd (CN)
Rmb 1,781 - n.a. - - -
Currency Pre-tax result (pre-consolidation)
(euro '000) 1st
Quarter
2025
1st
Quarter
2024
Change 1st
Quarter
2023
1st
Quarter
2022
1st
Quarter
2021
Cembre Ltd. (UK) Gbp 903 430 110.2% 716 670 635
Cembre Inc. (USA) US\$ 470 (141) n.a. 385 356 106
Cembre El.Conn.
Shanghai Ltd (CN)
Rmb (194) - n.a. - - -

To provide a better understanding of the Company's financial performance for the first three months of 2025, a Reclassified Consolidated Income Statement for the same period and the corresponding period in 2024 showing percentage changes is enclosed as Attachment 1.

Consolidated gross operating profit for the first quarter of 2025 amounted to €19,572 thousand, corresponding to a 32.6% margin on sales, up by 18.5% on €16,521 thousand reported in the first three months of 2024 (28.2% margin on sales). The incidence of the cost of goods sold declined, while the weight of the cost for services slightly rose during the period. Personnel costs in absolute terms increased by 3.8% compared to the first quarter of 2024, mainly as a result of the increase in the average number of Group workers from 885 in the first quarter of 2024 to 926 in the first quarter of 2025. Personnel costs as a percentage of turnover slightly increased from 26.1% to 26.5%.

The consolidated operating profit for the first quarter of 2025 amounted to €16,138 thousand, corresponding to a 26.9% margin on sales, up by 21.3% on €13,299 thousand reported in the first three months of 2024 (22.7% margin on sales).

Consolidated profit before taxes for the first three months of 2025 amounted to €16,223 thousand, representing a 27.0% margin on sales, up by 20.5% on the profit before taxes reported in the first quarter of 2024, amounting to €13,462 thousand and corresponding to a 23.0% margin on sales.

Consolidated net profit for the period increased by 22.4% compared to 2024 from €9,715 thousand, representing 16.6% of sales, to €11,895 thousand, representing 19.8% of sales.

(euro '000) 03/31/2025 12/31/2024 03/31/2024
A Cash 9 9 9
B Bank deposits 15,000 13,462 12,815
C Other financial assets - - 8,000
D Cash and cash equivalents (A+B+C) 15,009 13,471 20,824
E Current bank payables (85) (3,080) (102)
F Current financial leasing liabilities (2,039) (2,191) (1,848)
G Current financial indebtedness (E+F) (2,124) (5,271) (1,950)
H Net current financial position (G+D) 12,885 8,200 18,874
I Non-current bank payables - - -
J Non-current financial leasing liabilities (5,802) (6,213) (4,493)
K Non-current financial indebtedness (I+J) (5,802) (6,213) (4,493)
L Net financial position (H+K) 7,083 1,987 14,381

The net financial position as at March 31, 2025 is composed as follows:

The net financial position as at March 31, 2025, amounting to a positive €7.1 million,

was up compared to December 31, 2024, when it amounted to €2.0 million.

The net financial position at March 31, 2024 was a positive €14.4 million.

Investments made by the Group in the first quarter of the current year totalled €5.4 million in property, plant and equipment (€6.1 million in the first three months of 2024) and €0.3 million in intangible fixed assets (€0.3 million in the first three months of 2024).

Subsequent events

No event having significant effects on the Group's operations and results occurred after the close of the period.

Outlook

In consideration of the uncertainty of the current economic situation, with persistent geopolitical tensions, making forecasts is extremely difficult.

Nevertheless, in light of the positive results achieved in the first quarter, it is estimated that the Cembre Group's consolidated revenues will grow and the consolidated economic result will be positive in 2025.

Attachment 1 to the Interim Report on Operations

Comparative Consolidated Income Statement

1st Quarter
2025
% 1st Quarter
2024
% Change
(euro '000)
Revenue from contracts with 60,006 100% 58,654 100.0% 2.3%
customers
Other revenues 372 152 144.7%
Total Revenues 60,378 58,806 2.7%
Cost for
materials
and
goods
(20,201) -33.7% (20,420) -34.8% -1.1%
Change in inventories 3,007 5.0% 962 1.6%
Cost of sales (17,194) -28.7% (19,458) -33.2% -11.6%
Cost for services
received
(7,430) -12.4% (7,090) -12.1% 4.8%
Lease and rental costs (128) -0.2% (135) -0.2% -5.2%
Personnel costs (15,904) -26.5% (15,317) -26.1% 3.8%
Other operating costs (443) -0.7% (420) -0.7% 5.5%
Increase in assets due to internal 322 0.5% 248 0.4% 29.8%
construction
Write-down of receivables
Accruals to provisions for risks and
(1) 0.0% (106) -0.2% -99.1%
charges (28) 0.0% (7) 0.0% 300%
Gross operating profit 19,572 32.6% 16,521 28.2% 18.5%
Property, plant and equipment (2,537) -4.2% (2,426) -4.1% 4.6%
depreciation
Intangible assets
amortization
(289) -0.5% (281) -0.5% 2.8%
Depreciation of right of use assets (608) -1.0% (515) -0.9% 18.1%
Operating profit 16,138 26.9% 13,299 22.7% 21.3%
Financial income 227 0.4% 150 0.3%
Financial expenses (87) -0.1% (51) -0.1% 70.6%
Foreign exchange gains (losses) (55) -0.1% 64 0.1% -185.9%
Profit before taxes 16,223 27.0% 13,462 23.0% 20.5%
Income taxes (4,328) -7.2% (3,747) -6.4% 15.5%
Net profit for the period 11,895 19.8% 9,715 16.6% 22.4%

Consolidated Financial Statements at March 31, 2025

Consolidated Statement of Comprehensive Income

1st Quarter
2025
1st Quarter
2024
(euro '000)
Revenue from contracts with customers 60,006 58,654
Other revenues 372 152
Total Revenues 60,378 58,806
Cost for materials and goods (20,201) (20,420)
Change in inventories 3,007 962
Cost for services
received
(7,430) (7,090)
Lease and rental costs (128) (135)
Personnel costs (15,904) (15,317)
Other operating costs (443) (420)
Increase in assets due to internal construction 322 248
Write-down of receivables (1) (106)
Accruals to provisions for risks and charges (28) (7)
Gross operating profit 19,572 16,521
Property, plant and equipment depreciation (2,537) (2,426)
Intangible assets amortization (289) (281)
Depreciation of right of use assets (608) (515)
Operating profit 16,138 13,299
Financial income 227 150
Financial expenses (87) (51)
Foreign exchange gains (losses) (55) 64
Profit before taxes 16,223 13,462
Income taxes (4,328) (3,747)
Net profit for the period 11,895 9,715
Elements that may be reclassified to the profit and loss
Conversion differences include in equity (530) 455
Comprehensive income 11,365 10,170

Consolidated Statement of Financial Position – Assets

ASSETS 03.31.2025 12.31.2024
(euro '000)
NON-CURRENT ASSETS
Property, plant and equipment 111,425 108,632
Investment property 678 688
Intangible assets 4,937 4,901
Goodwill 4,608 4,608
Right of use assets 7,632 8,204
Other investments 5 5
Other non-current assets 162 178
Deferred tax assets 3,490 3,616
TOTAL NON-CURRENT ASSETS 132,937 130,832
CURRENT ASSETS
Inventories 76,186 73,791
Trade receivables 51,874 46,182
Other financial assets - -
Tax receivables 2,317 5,771
Other current assets 2,355 1,118
Cash and cash equivalents 15,009 13,471
TOTAL CURRENT ASSETS 147,741 140,333
NON-CURRENT ASSETS AVAILABLE FOR SALE - -
TOTAL ASSETS 280,678 271,165

Consolidated Statement of Financial Position – Liabilities and

Shareholders' Equity

LIABILITIES AND SHAREHOLDERS' EQUITY 03.31.2025 12.31.2024
(euro '000)
SHAREHOLDERS' EQUITY
Capital stock 8,840 8,840
Reserves 210,184 168,313
Net profit 11,895 42,590
TOTAL SHAREHOLDERS' EQUITY 230,919 219,743
NON-CURRENT LIABILITIES
Non-current financial liabilities 5,802 6,213
Employee Termination Indemnity and other personnel
benefits
1,607 1,617
Provisions for risks and charges 421 376
Deferred tax liabilities 4,028 4,015
TOTAL NON-CURRENT LIABILITIES 11,858 12,221
CURRENT LIABILITIES
Current financial liabilities 2,124 5,271
Trade payables 22,548 19,877
Tax payables 1,704 1,227
Other payables 11,525 12,826
TOTAL CURRENT LIABILITIES 37,901 39,201
LIABILITIES ON ASSETS HELD FOR DISPOSAL - -
TOTAL LIABILITIES 49,759 51,422
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 280,678 271,165

Consolidated Cash Flow Statement

1st Quarter 1st Quarter
2025 2024
(euro '000)
A) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 13,471 20,882
B) CASH FLOW FROM OPERATING ACTIVITIES
Net profit for the period 11,895 9,715
Income taxes 4,328 3,747
Financial charges/(Financial profits) (140) (99)
(Gains)/Losses on disposal of assets (66) (33)
Depreciation, amortization and write-downs 3,434 3,221
Net change in Employee Termination Indemnity (11) (19)
Net change in provisions for risks and charges 45 (478)
Stock options plan IFRS2 remeasurement (189) 18
Operating profit (loss) before changes in working capital 19,297 16,072
(Increase) Decrease in trade receivables (5,692) (13,499)
(Increase) Decrease in inventories (2,395) (1,450)
Increase (Decrease) in trade payables 2,671 3,340
Increase (Decrease) other components of working capital (2,937) (1,541)
(Increase) Decrease in working capital (8,353) (13,150)
Other changes 126 (247)
Interest received/(Interest paid) 140 99
(Paid income taxes) - (339)
NET CASH FLOW GENERATED BY (USED IN) OPERATING ACTIVITIES 11,210 2,435
C) CASH FLOW FROM INVESTING ACTIVITIES
Investment in fixed assets:
- intangible (324) (311)
- tangible (5,417) (6,072)
Proceeds from disposal of tangible, intangible, available-for-sale fixed assets:
- intangible - -
- tangible 70 50
- financial 17 (21)
NET CASH FLOW GENERATED BY (USED IN) INVESTING ACTIVITIES (5,654) (6,354)
D) CASH FLOW FROM FINANCING ACTIVITIES
(Increase) Decrease in other financial assets - (4,000)
(Increase) Decrease in bank debts (2,995) (26)
Repayment of leasing liabilities (597) (503)
NET CASH FLOW GENERATED BY (USED IN) FINANCING ACTIVITIES (3,592) (4,529)
E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) 1,964 (8,447)
F) Foreign exchange conversion differences (425) 390
G) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+E+F) 15,009 12,824
Of which: assets held for disposal - -
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 15,009 12,824
(continued)

(continued from previous page)

1st Quarter
2025
1st Quarter
2024
(euro '000)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 15,009 12,824
Other financial assets - 8,000
Current financial liabilities (2,124) (1,950)
Non-current financial liabilities (5,802) (4,493)
NET CONSOLIDATED FINANCIAL POSITION 7,083 14,381
BREAKDOWN OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
Cash 9 9
Bank deposits 15,000 12,815
15,009 12,824

Statement of Changes in the Consolidated Shareholders' Equity

(euro '000) Balance at
December
31, 2024
Allocation of
profits to
reserves
Valuation of
stock option
plan - IFRS2
Other
changes
Comprehensi
ve Income
for the
period
Balance at
March 31,
2025
Share capital 8,840 8,840
Share premium reserve 12,245 12,245
Legal reserve 1,768 1,768
Reserve for Treasury Shares (3,512) (3,512)
Suspended-tax reserves 585 585
Other suspended-tax reserves 68 68
Retained earnings reserve 31,678 6,025 37,703
Conversion differences 41 13 (530) (476)
Extraordinary reserve 116,752 (648) 116,104
First time application of IAS/IFRS
reserve
3,715 3,715
Discounting of employee termination
indemnities
388 388
Merger differences 4,397 4,397
Stock options reserve 189 (189) -
Retained earnings - 37,200 37,200
Net profit 42,590 (42,590) 11,895 11,895
Total Shareholders' Equity 219,743 - (189) 11,365 230,919
(euro '000) Balance at
December
31, 2023
Allocation of
profits to
reserves
Valuation of
stock option
plan - IFRS2
Other
changes
Comprehensi
ve Income
for the
period
Balance at
March 31,
2024
Share capital 8,840 8,840
Share premium reserve 12,245 12,245
Legal reserve 1,768 1,768
Reserve for Treasury Shares (3,844) (3,844)
Suspended-tax reserves 585 585
Other suspended-tax reserves 68 68
Retained earnings reserve 30,526 1,466 31,992
Conversion differences (1,400) 45 455 (900)
Extraordinary reserve 107,358 7 107,365
First time application of IAS/IFRS
reserve
3,715 3,715
Discounting of employee termination
indemnities
347 347
Merger differences 4,397 4,397
Stock options reserve 286 11 297
Retained earnings - 39,317 39,317
Net profit 40,828 (40,828) 9,715 9,715
Total Shareholders' Equity 205,719 - 18 10,170 215,907

Accounting principles, form and content of the Financial Statements, estimates

The Interim Report on Operations of the Cembre Group at March 31, 2025 was prepared in compliance with article 2.2.3, paragraph 3 of the "Rules for Markets organised and managed by Borsa Italiana S.p.A." and aims to provide a general description of the financial position and the economic performance of the Company and its subsidiaries in the period, in addition to reporting important events occurred and operations carried out and their effect on the financial position of the Company and its subsidiaries.

All the information required by IAS 34 is not provided in this document.

The consolidation principles and measurement criteria adopted conform to the international accounting standards (IAS/IFRS) and are consistent with those adopted to draft the financial statements of the Group for the year ended as at December 31, 2024.

The Group's financial statements include those as at March 31, 2025 of Cembre S.p.A. (Parent Company) and the following companies:

Share owned by the
Group March 31, 2025
Share owned by the
Group March 31, 2024
Cembre Ltd. (UK) 100% 100%
Cembre S.a.r.l. (France) 100% 100%
Cembre S.L.U. (Spain) 100% 100%
Cembre GmbH (Germany) 100% 100%
Cembre Inc. (USA) 100% 100%
Cembre Bv (NL) 100% n.a.
Cembre El. Conn. Shanghai Ltd (CN) 100% n.a.

The Parent Company has control of the above companies pursuant to Article 2359 of the Italian Civil Code.

On September 4, 2024, Cembre Electrical Connections Shanghai Ltd (share capital of €1 million) was established and on September 13, 2024 Cembre B.V. was established (share capital of €300 thousand), based in Eindhoven in the Netherlands. It is specified that the share capital of Cembre Electrical Connections Shanghai Limited was subscribed for €1 million but only €500 thousand was paid up.

The criteria used in the preparation of the financial statements were applied consistently within the Group. Where necessary, financial data were adjusted and reclassified. In compliance with IAS 1, in the financial statements costs were classified by nature.

Amounts are expressed in thousands of Euro.

The Interim Report was prepared according to the "separation of periods method", based on which the reference period is considered an autonomous financial year. The income statement for the quarter thus reflects the income components relating to the period based on the accrual method.

Bonuses recognised to customers at the end of the period were estimated based on past sales and their expected future performance.

Translation of financial statements expressed in currencies other

than the euro

The functional and reporting currency of the Group is the euro.

Exchange rates applied in the translation of financial statements of subsidiaries are

Currency Exchange rate at March 31,
2025
Average exchange rate
2025
British pound 0.8354 0.8357
US dollar 1.0815 1.0523
Chinese Renminbi 7.8442 7.6551

shown in the table below (expressed in currency/€).

Brescia, May 14, 2025

FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director

Giovanni Rosani

DECLARATION

pursuant to art 154-bis, Paragraph 2 of Legislative Decree 58 dated Feb. 24, 1998 "Consolidated Law on financial intermediation regulations" and subsequent integrations and updatings

Re: 2025 first Quarter Interim Report

The undersigned,

Claudio Bornati, Manager responsible for preparing the Cembre S.p.A. financial reports

DECLARES

pursuant to Paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the financial disclosure contained in the 2025 first Quarter Interim Report corresponds to the document results, books and accounting records.

Brescia, May 14, 2025

Signed by: Claudio Bornati Manager in charge of drafting the accounts of Cembre S.p.A.

CEMBRE SpA

Via Serenissima, 9 • 25135 Brescia ITALY Ph +39 030 3692.1 • Fax +39 030 3365766 www.cembre.com • [email protected]