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Luve Interim / Quarterly Report 2025

Nov 13, 2025

4475_rns_2025-11-13_468baab9-7e8a-46ce-8a25-513473a43f7d.pdf

Interim / Quarterly Report

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INTERIM FINANCIAL REPORT AS AT SEPTEMBER 30, 2025

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1 FINANCIAL STATEMENTS

1.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Consolidated Statement of Financial Position(in thousand of Euro) 30/09/2025 31/12/2024
ASSETS
Goodwill 62,876 64,526
Other intangible assets 20,208 23,554
Property, plant and equipment 160,477 167,151
Right-of-use assets 20,263 22,705
Other tangible assets 33,795 23,765
Deferred tax assets 13,697 11,227
Investments 346 141
Other non-current assets 276 283
Non-current assets 311,938 313,352
Inventories 120,326 101,061
Trade receivables 120,836 102,961
Current tax assets 6,914 10,391
Current financial assets 84,635 44,941
Other current assets 4,815 3,240
Cash and cash equivalents 281,160 271,191
Current assets 618,686 533,785
Assets held for sale - -
Assets held for sale - -
TOTAL ASSETS 930,624 847,137

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Consolidated Statement of Financial Position (in thousands of Euro) 30/09/2025 31/12/2024
LIABILITIES AND SHAREHOLDERS' EQUITY
Share capital 62,704 62,704
Reserves and retained earnings (losses) 172,715 152,233
Net result for the period 27,101 34,497
Shareholders' equity attributable to the Group 262,520 249,434
Shareholders' equity attributable to non-controlling interests 6,948 6,003
TOTAL SHAREHOLDERS' EQUITY 269,468 255,437
Loans 332,892 263,258
Provisions 6,608 6,012
Employee benefits obligations 5,338 5,390
Deferred tax liabilities 12,955 13,698
Other financial liabilities 14,443 16,498
Non-current liabilities 372,236 304,856
Trade payables 121,599 108,291
Loans 116,876 129,252
Tax liabilities 7,678 6,361
Other financial liabilities 5,333 4,660
Other current liabilities 37,434 38,280
Current liabilities 288,920 286,844
Liabilities held for sale - -
Liabilities held for sale - _
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 930,624 847,137

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1.2 CONSOLIDATED INCOME STATEMENT

Consolidated Income Statement (in thousand of Euro) 30/09/2025 30/09/2024
REVENUES AND OPERATING INCOME
Revenues 438,903 436,811
Other operating income 1,308 1,570
Total revenues and other operating income 440,211 438,381
OPERATING EXPENSES
Purchases of materials (232,489) (220,155)
Changes in inventories 21,408 3,818
Costs for services (56,656) (55,528)
Personnel costs (105,405) (99,781)
Net reversal/(write-downs) of financial assets (11) (105)
Other operating expenses (2,664) (2,571)
Total operating expenses (375,817) (374,322)
Depreciation and amortization (23,098) (23,423)
Gain/(Losses) on the sale of non-current assets 109 132
Write-downs on non-current assets (103) (226)
OPERATING RESULT 41,302 40,542
Financial income 9,474 6,881
Financial expenses (11,097) (12,331)
Exchange gains (losses) (2,368) 318
Gains/(Losses) from investments - -
TAXABLE PROFIT 37,311 35,410
Income taxes (8,969) (8,604)
NET PROFIT/NET LOSS 28,342 26,806
Net result attributable to non-controlling interests 1,241 1,033
NET RESULT ATTRIBUTABLE TO THE GROUP 27,101 25,773

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1.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Consolidated statement of comprehensive income(in thousands of Euro) 30/09/2025 30/09/2024
NET PROFIT/NET LOSS 28,342 26,806
Components that will not subsequently be reclassified to the Income Statement:
Actuarial gains/(losses) from employee benefits obligations 163 210
Tax effect (39) (50)
124 160
Components that will subsequently be reclassified to the IncomeStatement:
Exchange differences from translation of Financial Statements in foreign currency (4,414) (1,651)
TOTAL COMPREHENSIVE INCOME (LOSS) 24,052 25,315
Of which:
Attributable to non-controlling interests (1,241) (1,033)
ATTRIBUTABLE TO THE GROUP 22,811 24,282

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1.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Consolidated Statement ofchanges in equity(in thousands of Euro) ShareCapital SharePremiumreserve Legalreserve TreasuryShares Translationreserve Actuarialgains/(loss) ofemployee benefitsreserve Otherreserves Netresultfor theperiod TotalShareholders'equityattributableto the Group Shareholders' equityattributable to noncontrolling interests Totalshareholders'equity
BALANCE AS AT 01/01/2024 62,704 24,762 4,557 (288) (17,938) (91) 120,226 29,745 223,677 5,554 229,231
Allocation of 2023 profit
Dividends - - - - - - (8,883) - (8,883) (812) (9,695)
Retained - - 304 - - - 29,441 (29,745) - - -
Purchase of treasury shares - - - - - - - - - - -
Other - - - - - - - - - (22) (22)
Comprehensive income as at31/03/2024 - - - - (1,651) 160 - 25,773 24,282 1,033 25,315
BALANCE AS AT 30/09/2024 62,704 24,762 4,861 (288) (19,589) 69 140,784 25,773 239,076 5,753 244,829
BALANCE AS AT 31/12/2024 62,704 24,762 4,861 (288) (17,817) (69) 140,784 34,497 249,434 6,003 255,437
Allocation of 2024 profit
Dividends - - - - - - (9,327) - (9,327) (465) (9,792)
Retained - - 833 - - - 33,664 (34,497) - - -
Purchase of treasury shares - - - - - - - - - - -
Other - - - - - - (398) (398) 169 (229)
Comprehensive income as at30/09/2025 - - - - (4,414) 124 - 27,101 22,811 1,241 24,052
BALANCE AS AT 30/09/2025 62,704 24,762 5,694 (288) (22,231) 55 164,723 27,101 262,520 6,948 269,468

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1.5 STATEMENT OF CASH FLOWS

Consolidated Statement of Cash Flows(in thousand Euro) 30/09/2025 30/09/2024
A. Cash and cash equivalents at the beginning of the period 271,191 212,059
Profit for the period 28,342 26,806
Adjustments for:
- Depreciation and amortisation 23,098 23,423
- (Gains)/losses, write-downs of non-current assets (6) 94
- (Gains)/losses from the sale of investments - -
- Net financial expenses 812 1,147
- Income taxes 8,970 8,604
- Changes in fair value 1,195 4,575
Changes in post-employment benefits 91 114
Changes in provisions 596 (33)
Changes in trade receivables (17,875) (17,494)
Changes in inventories (21,408) (3,818)
Changes in trade payables 13,308 11,948
Changes in net working capital (25,975) (9,364)
Changes in other receivables and payables, deferred taxes 1,497 (283)
Taxes paid (9,284) (9,520)
Net paid financial expense (693) (4,187)
B. Cash flows from (used in) operating activities 28,643 41,376
Investments in non-current assets:
- intangible assets (1,090) (1,715)
- property, plant and equipment (23,085) (14,035)
- financial assets - -
Net investments in current financial assets (40,856) 15,676
C. Cash flows from (used in) investing activities (65,031) (74)
Repayment of loans (110,417) (110,035)
Loans taken out 167,538 91,061
Contingent consideration subsequent to a business combination - -
Changes in other financial liabilities (3,499) (4,969)
Dividends paid (9,358) (9,695)
Other changes - -
D. Cash flows from (used in) financing activities 44,264 (33,638)
Exchange differences (4,245) (1,673)
Other non-monetary changes 6,338 872
E. Other changes 2,093 (801)
F. Net cash flows in the period (B+C+D+E) 9,969 6,863
Cash and cash equivalents at the end of the period (A+F) 281,160 218,922
Current financial indebtedness 37,574 109,323
Non-current financial indebtedness 347,335 235,445
Net financial indebtedness 103,749 125,846

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2 CONTENT AND FORM OF THE CONSOLIDATED FINANCIAL STATEMENTS

Introduction

The Interim Financial Report as at 30 September 2025, not audited, has been prepared in compliance with the International Financial Reporting Standards (IFRS) and for this scope the financial statements of the subsidiaries of the Group have been duly reclassified and amended.

The Interim Financial Report has been prepared in accordance with art. 154 Ter, comma 5 of D.Lgs. n. 58 dated 24/02/98 (T.U.F.) and subsequent amendments. Therefore, it does not include the information required in accordance with IAS 34 "Interim Financial Reporting".

Consolidation criteria

The criteria adopted for the consolidation are the same as those adopted for preparation of Consolidated Financial Statement of 31 December 2024.

Accounting standards

Accounting standards adopted in the Interim Financial Report as at 30 September 2025 are the same as those adopted for the Consolidated Financial Statement as at 31 December 2024.

The Interim Financial Report as at 30 September 2025 has been prepared on the basis of the assumption of going concern.

2.1 REVENUES

As of September 30, 2025, total product turnover was equal to €435.3 million, returning to mark a slightly positive value (+0.6%) in comparison with the same period of 2024, thanks to a growing third quarter by 3.4%, that confirmed the expected recovery of both Business Units.

On the same date, the order backlog marked a new record in the history of the Group, reaching a value of €238.6 million with an increase of 38.7% in comparison with September 30, 2024.

Turnover generated by Components SBU in the period was equal to €225.2 million, growing by 4.4% thanks to the applications in commercial refrigeration, in tumble dryers and to the recovery, above expectations, of heat exchanger sales for heat pumps. On the overside, mobile applications confirmed the widespread difficulties in their own market, discounting, moreover, the delayed launch of the new product range by a major customer.

The Cooling System SBU confirmed the expected recovery in the second half of the year, reducing further the gap with 2024 thanks to positive trend of projects in refrigeration market and datacenter and adding a record order backlog in the industrial cooling segment.

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The breakdown of turnover by SBU, by product type and application are given below:

Revenues by SBU(in thousands of Euro) Q3/2025 % Q3/2024 % Change % Change
SBU COOLING SYSTEMS 210,103 48.3% 217,071 50.2% (6,968) -3.2%
SBU COMPONENTS 225,214 51.7% 215,695 49.8% 9,519 4.4%
TOTAL PRODUCT TURNOVER 435,317 100.0% 432,766 100.0% 2,551 0.6%
Revenues by product(in thousands of Euro) Q3/2025 % Q3/2024 % Change %
Heat exchangers 216,338 49.1% 203,936 46.5% 6.1%
Air Cooled Equipment 210,103 47.8% 217,071 49.5% -3.2%
Doors 8,876 2.0% 11,759 2.7% -24.5%
TOTAL PRODUCT TURNOVER 435,317 98.9% 432,766 98.7% 0.6%
Other 4,894 1.1% 5,615 1.3% -12.8%
TOTAL 440,211 100.0% 438,381 100.0% 0.4%
APPLICATIONS(in thousands of Euro) Q3/2025 % Q3/2024 % Change %
Refrigeration 220,719 50.1% 215,944 49.3% 2.2%
Air-conditioning 99,458 22.6% 101,632 23.2% 2.1%
Special application 68,332 15.6% 66,783 15.2% 2.3%
Industrial cooling 46,808 10.6% 48,407 11.0% -3.3%
TOTAL APPLICATION TURNOVER 435,317 98.9% 432,766 98.7% 0.6%
Other 4,894 1.1% 5,615 1.3% -12.8%
TOTAL 440,211 100.0% 438,381 100.0% 0.4%

At geographical level, the incidence of sales inside EU was further decreased (73.4%) despite the good performances in Czech Republic, Poland and Italy (+2.3% with an incidence on the total of 19.9%) and the strong recovery of German market after a difficult 2024. Sharp decrease in France also due to general economic trend. In the period, the growth in the Middle East area continued, while it looks promising the current recovery in the United States thanks to the acquisition of new projects in all applications in which the Group acts.

The chart below shows the geographical breakdown of turnover in the first 9 months of 2025:

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As at September 30, 2025, turnover related to the first 10 customers accounted globally for 28.9% of total turnover, and the main customer accounted for 4.1% of total turnover.

2.2 EBITDA

"Gross Operating Margin" (EBITDA) amounted to €64.4 million (14.6% of revenues) compared to €64.1 million (14.6% of revenues) in the first 9 months of 2024. The income statement of the first 9 months of 2025 included €1.2 million of costs not falling under ordinary management, relating to activities connected with the expansion of the LU-VE US Inc. production plant in Texas (no impacts of costs not falling under ordinary management in 2024). The change in adjusted EBITDA (€65.6 million) compared to EBITDA of the 9 months of 2024 (+€1.5 million) was generated by €2.3 for the increase in sales prices, net of €0.8 million from the increase in costs of the primary raw materials and other production costs.

2.3 NET INCOME

"Net profit for the period" amounted to €28.3 million (6.4% of revenues), compared to €26.8 million in the first 9 months of 2024 (6.1% of revenues). Applying the fiscal effect to the net negative delta of derivative fair value of €0.9 million and to the negative effect of amortized cost of €0.1 million, the net profit of the first 9 months of 2025 ("Net profit adjusted") would have been €30.5 million (6.9% of revenues, that includes also the costs not falling under ordinary management for €1.2 million, on which the tax effect is not applied), compared to €28.2 million (6.4% of revenues) as at 30 September 2024.

2.4 NET FINANCIAL POSITION

"Net financial position" was negative by €103.7 million (€97.5 million as at 31 December 2024) with a difference of €6.2, mainly due to €24.2 million in capex, €9.8 million in dividend distributions, €23.8 million in the increase in operating working capital, net of €2.0 million to changes in other payables and receivables, €1,8 to decrease of other financial liabilities (IFRS16) and €47.8 million in positive cash flow from operations.

In comparison with the net financial position as at 31 September 2024 (negative for €125.8 million), it shows an improvement of €22.1 million. In the period from October 1, 2024, to September 30, 2025, cash flow from operations adjusted for non-operating items was €51.0 million.

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2.5 SIGNIFICANT EVENTS DURING THE PERIOD

Please refers to the Half Yearly Financial Report as at June 2025 for significant events occurred in the period 1 January 2025 – 30 June 2025.

Significant events of the period July- September are reported below.

Underwriting of new Investments:

  • In July 2025, the Parent Company entered into, with Banca Aletti &C. S.p.A. (Banco BPM S.p.A. group) the CNP class I policy issued by the insurer CNP VITA ASSICURA S.p.A., for a nominal amount of €20 million.

Underwriting of new Loans:

  • In September 2025, the Parent Company entered into an unsecured loan agreement with BPER Banca S.p.A. for an amount of €20 million, fully disbursed at the subscription date.
  • In September 2025, the Parent Company entered into an unsecured loan agreement with UNICREDIT S.p.A. for an amount of €50 million, fully disbursed at the subscription date.

Concerning the tax audit carried out by the Italian Tax Authority on the Parent Company LU-VE S.p.A. relating to the fiscal years 2016-2019 and to the report of findings received in November 2023, no further activity has been advanced by the Italian Tax Authority.

Concerning the audit by the Central Directorate for Large Taxpayers and International Affairs (Direzione Centrale Grandi Contribuenti e Internazionale)y, in relation to the application submitted on 28 December 2020 for access to the procedure aimed at the stipulation of Advanced Pricing Agreements ("APA"), as provided for by Article 31 ter of Italian Presidential Decree No. 600/73, the Company promptly responded to all requests of documentation received.

Concerning the Polish Tax Authority's audit on the subsidiary Sest-LUVE-Polska Sp.z.o.o., concerning the application submitted on 30 December 2021 for access to the procedure aimed at the stipulation of Advanced Pricing Agreements ("APA"), the subsidiary promptly responded to all requests of documentation received within the prescribed time limit.

Concerning the tax audit by the Regional Tax Directorate - Large Taxpayers Office relating to the 2021 tax period, started in April 2025, on the Parent Company LU-VE S.p.A., the Company promptly responded to the requests of documentation received. On 18 September 2025, the tax report of findings was notified to LU-VE S.p.A. in which some complains concerning the intercompany transactions were pointed out for a higher global pre-tax value for both IRES and IRAP, for 844,803 Euro. The tax auditors confirmed that the documentation given by LU-VE S.p.A. was eligible and, therefore, it allows the application of the sanction exclusion reward scheme. From the analysis, done also with tax consultants, of the findings pointed out and the available justifications, LU-VE S.p.A assumes that the risk, related to the findings, could be marked as possible and however, at now, not fully determined.

In the United States, expansion works in the Jacksonville productive site continued in line with the timetable and their completion is expected by the end of the year, while the production of the different lines is expected to start in the first quarter of 2026. Considering the "tariffs war", initiated

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by the new US administration, the investment of the new plant assumed an even greater strategic importance, and it took a strong support, by the whole organization, in selection and training of local team and in creation and validation of supply chain.

2.6 SIGNIFICANT EVENTS OCCURRING AFTER 30 SEPTEMBER 2025 AND BUSINESS OUTLOOK

Sales are expected to grow in the coming quarters, supported by the evolution of order intake in recent months, a solid order backlog, improving demand in certain segments, recent strategic investments, and a possible easing of global instability, which could create a more favorable environment. The current macroeconomic environment and the impact of tariffs are contributing to increased volatility, with potential delays in customer decisions, particularly for large projects in data centers and power generation. Long-term secular drivers remain intact, but the recovery appears uneven across different applications. In this environment, the Group maintains a prudent and disciplined approach—selective on growth initiatives, rigorous in cost management, and cautious in capital allocation. Looking ahead, the company will prioritize operational efficiency and targeted initiatives to foster long-term sustainable development, while preserving a strong financial position.

Uboldo, November 13, 2025

On behalf of the Board of Directors The Chairman and CEO

Matteo Liberali

Statement of the Financial Reporting Officer pursuant to Article 154-bis (2) TUF

The Financial Reporting Officer, Eligio Macchi, declares that, pursuant to paragraph 2, Article 154-bis of Legislative Decree 58/1998 (Consolidated Financial Act), the accounting information contained in the Interim Financial Report as of September 30, 2025 of LU-VE S.p.A. corresponds to the Company's records, books and accounting entries.

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