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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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