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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. CAREL INDUSTRIES S.p.A. 2025 – Q1 Results 13th May 2025
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2 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. 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. This document may not be reproduced or distributed, in whole or in part, by any person other than the Company. By viewing and/or accepting a copy of this document, you agree to be bound by the foregoing limitations Disclaimer 2
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3 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. 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. +0.7% Revenue growth Q1 2025 – Highlights • 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%. 3 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. 18.6% Adj. EBITDA margin 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.
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4 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. 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. Q1 2025 – Results KPIs • 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. 4 m€ Q1 2024 Q1 2025 Δ% Revenue 146.4 147.4 0.7% Revenue (constant FX) 146.4 146.6 0.1% EBITDA 26.7 26.6 (0.2%) EBITDA Adj. 26.8 27.4 2.1% EBITDA adj. /Revenue 18.3% 18.6% Net Profit 16.5 10.1 (38.7%) Capex 5.4 4.4 (18.7%)
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5 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. 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. HVAC 70% Refrig. 30% Sector Q1 2024 Q1 2025 Δ% Δ% fx HVAC 104.2 103.8 (0.4%) (1.1%) Refrig. 42.0 43.4 3.4% 3.3% Core Revenue 146.2 147.2 0.7% 0.1% No core 0.2 0.2 (19.7%) (20.1%) Total Revenue 146.4 147.4 0.7% 0.1% Q1 2025 – Revenue breakdowns EMEA 67% APAC 13% North America 18% South America 2% Breakdown by region Breakdown by sector • 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.. 147.4 M€ 147.4 M€ m€ m€ 5 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%
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6 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. 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. From EBITDA to Net Profit 6 K€ Q1 '24 Q1 '25 Δ% EBITDA 26,666 26,622 -0.2% D&A -9,508 -11,161 EBIT 17,158 15,461 -9.9% Financial (charges)/income -1,523 -1,731 FX gains/losses 2,672 -891 Gain/Losses from FV on liabilities for options on minorities 3,454 - Companies cons.with equity method - - EBT 21,762 12,839 -41.0% Taxes -4,848 -2,733 Minorities -389 22 Group net profit 16,525 10,129 -38.7% • Higher D&A due primarily to 2024 record capex level. • Absence of extraordinary item related to CFM minority, which positively impacted on Q1 2024. • Negative FX trend. • 21.3% tax-rate. A slight improvement on Q1 2024 level (22.3%).
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7 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. 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. 50.2 (10.1) (11.2) 2.1 10.5 4.4 (2.0) 43.9 NFP FY 2024 Net Profit D&A Leasing/ rent fees NWC CAPEX Other NFP Q1 2025 31.5m€ from IFRS 16 • 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. Q1 2025 – NFP Bridge m€ 7 30.8m€ from IFRS 16
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8 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. 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. Closing Remarks Scenario 8 • 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. • 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. • 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. 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. Q1 2025 Results Guidance • 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. Tariffs
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Annexes
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10 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. 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. Shareholding structure (>3% voting rights) 10 Luigi Rossi Luciani S.a.p.a; 44.46% Athena FH S.p.A.; 24.59% Capital Research and Management Company; 5.18% 7 Industries Holding B.V.; 4.29% Other Shareholders; 21.46% CAREL Industries S.p.A. Voting rights Luigi Rossi Luciani S.a.p.a; 33.96% Athena FH S.p.A.; 18.79%Capital Research and Management Company; 7.92% 7 Industries Holding B.V.; 6.56% Other Shareholders; 32.78 CAREL Industries S.p.A. Number of shares
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11 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. 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. Income statement and Balance Sheet Income statement Balance sheet 11 K€ Q1 2025 Q1 2024 Delta % Revenues 147,400 146,415 0.7% Other revenues 1,149 1,124 2.3% Operating costs (121,927) (120,872) 0.9% EBITDA 26,622 26,666 (0.2%) Depreciation and impairments (11,161) (9,508) 17.4% EBIT 15,461 17,158 (9.9%) EBT 12,839 21,762 (41.0%) Taxes (2,733) (4,848) (43.6%) Net result of the period 10,106 16,915 (40.3%) Non controlling interest (22) 389 (105.8%) Group net result 10,129 16,525 (38.7%) K€ Q1 2025 FY 2024 Delta % Fixed Capital 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 1.2% Non currrent liabilities on put and call options 88,608 86,714 2.2% Net financial position (asset) 43,929 50,190 (12.5%) Total 579,185 578,438 0.1%
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Company Profile
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13 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. 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. OEMs 64% Installers/ contractors / VARs / End Users 20% HVAC 71%Refrigeration 29% EMEA 65% North America 18% South America 3% APAC 14% Leading provider of advanced control solutions for HVAC/R Growing key markets • HVAC: Industrial, Residential, Commercial • Refrigeration: Food Retail and Food Service Revenue breakdown - 2024A €579m +12% CAGR 2015A-24A Revenue €105m +12% CAGR 2015-24A EBITDA €63m +13% CAGR 2015A-24A Net income By market By geography Key financials – 2024A By channel Distributors / affiliates 16% Source: Company information Note: 1) avg. 2015A-24A 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 Global footprint • 15 production plants (6x Italy, 2xCroatia, Poland, 2x Germany, China, 2xUS and Brazil) Innovation focus • 6 main R&D centers (Europe x3, China and US 2x) • >5%1 of Revenues invested in R&D Leadership in premium niches • Control solutions • High Efficiency applications 13
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14 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. 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. Refrigerated Merchandisers Restaurant Chains Food Retail Food Service We operate in attractive niches across a wide range of end-markets… HVAC Refrigeration Residential CommercialIndustrial Residential Convenience Stores Data Centers Recreational Industry and Process Pharma and Food Hypermarkets Shopping Centers Office Space Source: Company information 14
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15 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. 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. Heat recovery units Dampers Power solutions Sensors and protection devices Electronic expansion valves & drivers Heat exchangers for AHU Dampers and other AHU components Electrical panels Temperature/humidity and air quality sensors Electronic valves for the modulation of refrigerant flow Programmable controls HMI and unit terminals Parametric controls Adiabatic humidifiers and evaporative coolers Isothermal humidifiers Electronic controls easily programmable and customizable User interfaces for units and systems Entry level electronic controllers Pressure water atomizers Steam production systems Speed controllers & inverters Compressors1 Remote management, monitoring systems, IoT Services Speed control devices for BLDC compressors BLDC compressors Solution for local / remote management monitoring and optimization Innovative services based on the IoT capabilities …through a one-stop-shop portfolio of components and platforms Source: Company information Note: 1) developed with partners Distinctive ability to meet customers’ demand for tailored integrated solutions using standard platforms 15
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16 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. 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. Long track record of revenue growth 203 231 255 280 327 332 420 545 650 579 1990s 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A Revenue (€m) Branches Plants & R&D Legend: R&D centre Plants Acquisitions of local distributors Source: Company information Note: financial data refer to consolidated accounts of CAREL Industries S.p.a. for the period 2011A-2024A (IFRS 2015A- 2020A); ITA GAAP 2011A-2014A) and CAREL S.p.a. for the period 2000A-2010A (ITA GAAP). Comparability might be affected by change in reporting standard and in consolidation perimeter. 16 • 2018 – RECUPERATOR (ITA) • 2018 – HYGROMATIK (GER) • 2021 – ENGINIA (ITA) • 2021- CFM (TUR) • 2022 – ARION (ITA) • 2022 – SAUBER (ITA) • 2022 – KLINENBURG (GER/POL) • 2022 – SENVA (US) • 2023 – KIONA (NOR) IPO 38 43 51 55 63 65 85 112 140 105 1990s 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A Adj. EBITDA (€m)
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17 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. 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. Well-articulated strategies to continue the growth track record Human Resources Innovation Disciplined bolt-on M&A Increase focus on Services HVAC to consolidate its market leadership Refrigeration to increase market share • Consolidation of HVAC market leadership • Growth in Refrigeration driven by technology leadership • Upselling and cross-selling • Global penetration Industrial Footprint and Lean Approach • 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 • Develop talent • Disciplined bolt-on M&A activity focused on complementing core- business in Europe, on expanding in US and APAC and on adjacent capabilities, leveraging on solid balance sheet • Deliver strong profitability • Leveraging the current production capacity, further enhancing flexibility A B C 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 17
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18 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. 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. Leading provider of advanced energy efficient control solutions Attractive growth supported by secular trends Positioning and technological innovation capability hard to replicate Highly efficient global operations serving locally diversified blue- chip customers Track record of organic growth with strong profitability and cash generation Well-articulated strategies to continue the growth track record High-tech leader in attractive niches of the HVAC/R industry 2 1 4 5 6 3 18
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19 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. 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. …resulting in leadership positioning High-tech leader in attractive niches of the HVAC/R industry1 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 High value applications Deep knowledge of final applications is key Energy efficiency and high performance are critical Requirement for tailored and customizable solutions Solutions accounting for a low percentage of the final equipment value #1 In Europe 39% European market share in Chillers In Europe #1 In Europe 60% European market share in Roof-tops #142% market share In CRAC for Data Centers(1) …CONSOLIDATED IN HVAC PREMIUM NICHES BREAK-THROUGH INNOVATIONS -50% kWh2 HEEZ energy consumption Higher efficiency3 Rotary DC technology SIGNIFICANT ROOM FOR FURTHER EXPANSION …INNOVATION-ORIENTED IN REFRIGERATION GROWING PRESENCE Globally Focus on attractive niches… 19
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20 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. 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. • Focus on WASTE REDUCTION in food sector • Increase in number of convenience stores/FRESH FOOD CHANGE IN CONSUMER HABITS Secular trends… Attractive market growth supported by secular trends2 Source: Company information Reference HVAC and refrigeration Market …supporting attractive market growth • Increasing adoption of AUTOMATION TECHNOLOGIES and CONNECTED SOLUTIONS INTERNET OF THINGS • Improvement in LIVING STANDARDS increasing demand for HVAC/R GROWING POPULATION • ECONOMIC ACTIVITY driving demand for HVAC/R GLOBAL GROWTH 20 +3%/4% Expected long-term cagr
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21 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. 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. Growth is driven by market trends and focused strategic actions… Geo expansion Expansion to adjacent niches Secular trends Cross-selling Up-selling Energy savings Digitalisation Focus on environment SECULAR TRENDS Increasing the market of the applications addressed by CAREL Expansion of market of reference NICHES EXPANSION Leverage of deep knowledge of final applications to expand to adjacent niches GEOGRAPHIC EXPANSION Geographic expansion into new markets CAREL share of applications market Growth drivers Market trends Increase in market share UP-SELLING / CROSS-SELLING Increase in the share of wallet of CAREL’s products driven by break-through innovations, such as energy saving features, digitalisation and environmental focus Increase in share of wallet Market of reference for applications CAREL can address 2 21
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22 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. 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. …and favoured by up-selling and cross-selling FROM PRODUCT PLATFORMS TO INTEGRATED ELECTRONIC SOLUTIONS… From a COMBINATION OF PRODUCTS FROM DIFFERENT PLATFORMS SYSTEMSPRODUCT PLATFORMS …IN THE HVAC AND REFRIGERATION MARKETS Refrigeration Example of a BEVERAGE COOLER Before Example of a CHILLER UNIT HVAC To an ECOSYSTEM TO QUICKLY ADOPT NEW TECHNOLOGIES 2 22
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23 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. 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. Positioning and innovation capability hard to replicate Nov-13 Jan-16 Apr-17 Sep-17 Oct-17 Apr-18 >5% OF REVENUE1 Invested annually in R&D PROPRIETARY SOFTWARE Vast library of proprietary software modules developed over the past 20 years: maximizing customizations and reducing time-to-market ~12% OF TOTAL WORKFORCE dedicated to R&D 6 R&D CENTRES COMBINING 5 DOMAINS • Hardware & Firmware • Software • Mechanics • Thermodynamycs • IoT RESEARCH COLLABORATION With Tier-1 Universities and Research Institutions TECHNOLOGICAL PARTNERS Cooperation with technology leaders UNIQUE KNOW HOW AWARD WINNING BUSINESS 3 Electrolux Supplier Award AHR Expo Innovation Award China Refrigeration Innovation Award World Beverage Innovation Award RAC Cooling Industry Award China Refrigeration Award Source: Company information at 31/12/2024 Note: 1) avg. 2015A-24A. 01100 10110 11110 23
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24 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. 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. 39% 27% 14% 8% 5% 6% Leadership position in HVAC OEM premium niches… …with no perfect comparableLeadership positioning in premium niches… OEM proprietary solutions Large diversified competitors EM / Low cost competitors Vertical niche approach ✓✓✓ ✓✓ ✓ ✓✓✓ Innovation pace & knowledge of final applications ✓✓✓ ✓ ✓✓ ✓✓ Integrated solutions ✓✓✓ ✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓ ✓✓✓ ✓ Flexibility for tailored solutions ✓✓✓ ✓✓ ✓ ✓✓✓ Economies of scale ✓✓✓ ✓ ✓✓ ✓ Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021 Chiller European Market Share 60% 16% 10% 10% 4% Rooftop European Market Share 3 24
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25 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. 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. Large diversified competitors EM / Low cost competitors Vertical niche approach ✓✓✓ ✓✓ ✓✓✓ Innovation pace & knowledge of final applications ✓✓✓ ✓✓ ✓ Integrated solutions ✓✓✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓✓ ✓ Flexibility for tailored solutions ✓✓✓ ✓✓ ✓✓✓ Economies of scale ✓✓✓ ✓✓ ✓ …and leading in innovation in the refrigeration market …CAREL is a leader in innovationLeveraging on HVAC experience… HEOS SISTEMA Waterloop system with DC tech for refrigeration HECU SISTEMA High efficiency condensing unit control for multi-split refrigeration system HEEZ Control solution for refrigerated merchandiser with rotary DC tech 2015 2014 2017 2018 EMJ Winner at China Refrigeration award 2018 3 Source: Company information and elaborations 25 2020 IJ Highly customizable controller with advanced connectivity
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26 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. 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. Highly efficient global operations serving locally… 4 Legend: R&D centres Plants Commercial subsidiaries DIRECT AND HIGHLY SKILLED SALES NETWORK NORTH AMERICA WESTERN EUROPE NORTH APAC SOUTH AMERICA RoEMEA SOUTH APAC 2 Plants 285 Employees 98 Sales force 2 R&D Centre 1 Plant 63 Employees 24 Sales force 1 Plant 313 Employees 85 employees 9 Plants 1421 Employees 388 Sales force 3 R&D Centre 2 Plants 425 Employees 123 Sales force 87 Sales force 1 R&D Centre Source: Company information at 31/12/2024 x3 GLOBAL PRODUCTION FOOTPRINT Revenue 2024A breakdown by geography BEST POSITIONED TO CAPTURE GLOBAL GROWTH OPPORTUNITIES 85 Sales force 26 x3 x2 x3 EMEA 65% North America 18% South America 3% APAC 14%
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27 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. 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. Track record of profitable growth5 Revenue1 (€m) Double-digit growth Strong profitability EBITDA1 (€m) 203 231 255 280 327 332 420 555 650 579 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 38 43 51 47 63 65 85 112 137 105 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 Cash generative business Operating cash2 (€m) 28 24 40 21 45 53 50 60 103 77 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 High conversion to net income Net Income1 (€m) 21 25 31 31 35 35 49 62 71 63 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 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; Resulting in a solid balance sheet and strong value creation to shareholders 27
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28 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. 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. Global expansion, innovation and services BIGCUMULATED INVESTMENTSECONOMIES OFSCALE PRODUCT & TECHNOLOGY PLATFORM CONTAMINATION OF DIFFERENT TECHNOLOGIES LEADERSHIP IN HVAC&GROW TH IN REFRIGERATION IMPROVEMENTOF SERVICESOFFER CROSS-SELLING & UP-SELLING GEOGRAPHICAL EXPANSIONCross-selling and up- selling 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 additional opportunities improving services offer with IoT and advanced monitoring solutions 6 A 28
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29 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. 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. COMPLEMENTING CORE-BUSINESS through the acquisition of complementary products / services, competences and niche markets, and increasing its presence in European markets A GEOGRAPHICAL EXPANSION, mainly US and Europe B Potential selected acquisitions in NEW APPLICATIONS AND SERVICES C Pursuing external growth through disciplined bolt-on M&A CAREL has performed detailed analyses and scouting of potential targets, thus promoting an opportunistic approach with a focus on 3 MAIN EXPANSION AREAS: 6 B 29
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31 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. M&A – 2023 – Kiona • 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 31 • 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 multi- residential 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.
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32 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. M&A – 2022 – Senva 32 • 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.
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33 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. M&A – 2022 – Klingenburg 33 • 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).
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34 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. M&A – 2022 – Sauber 34 • 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, on- field 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.
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35 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. M&A – 2022 – Arion 35 • 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.
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36 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. M&A – 2021 – CFM 36 • 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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37 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. M&A – 2021 – Enginia 37 • 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.
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38 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. M&A – 2018 – Recuperator 38 • Company profile: Recuperator is an Italy-based company active in the design, production and sale of "air-to-air" heat exchangers. • 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 • 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.
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39 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. M&A – 2018 – HygroMatik 39 • 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. • 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, • 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
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40 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.