Earnings release
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1 Press Release The CAREL Industries Board of Directors has approved the consolidated results as of 30 September 2025 • In the third quarter of the year, consolidated revenues amounted to Euro 15 7.5 million, up 11.4% compared to the third quarter of 2024, and up 14.0% at constant exchange rates. • In the first nine months of the year, consolidated revenues amounted to Euro 463.7 million, up 7.1% compared to the first nine months of 2024, and up 8.4% at constant exchange rates. • Consolidated EBITDA amounted to Euro 91.0 million, up 15.6% compared to the first nine months of 2024, representing 19.6% of revenues. Net of certain non -recurring items, profitability would have been 19.8%. • Consolidated net result equal to € 42.3 million, +6.6% compared to the net res ult recorded in the first nine months 2024. • Negative consolidated net financial position equal to € 14.8 million, an improvement from € 50.2 million as of 31 December 2024. Net of the accounting effect related to the application of IFRS 16, amounting to Euro 30.3 million, the Group would report a positive net cash position Brugine, 13 November 2025 - The Board of Directors of CAREL Industries S.p.A. (' CAREL', or the ' Company' or the ' Parent Company') met today and approved the consolidated results as of 30 September 2025. Francesco Nalini, Chief Executive Officer of the Group, stated: “The results achieved in the third quarter of 2025 represent a milestone of great pride for the entire Group, confirming the solidity and resilience of our business model, as well as CAREL’s ability to continue creating value in a complex global context. For the second consecutive quarter, we recorded double -digit organic revenue growth (+14%), slightly above our forecasts, demonstrating the strength and cohesion of the entire organisation. This is a collective achievement, supported by the contribution of all geographical areas and both of the main segments in wh ich we operate: HVAC and Refrigeration. The HVAC segment once again proved particularly dynamic, with growth at constant exchange rates exceeding 14%, driven by outstanding performance in the data centre sector and by strong demand in strategic areas such as the commercial segment and heat pumps. Refrigeration also delivered a very positive performance, showing double -digit growth and rapidly recovering from the temporary slowdown of the previous quarter. The strong rebound observed in Europe confirms the robustness of our competitive position and the effectiveness of the strategy undertaken. From an operational profitability perspective, the results were equally significant: in the quarter just ended, the EBITDA ma rgin stood at around 21%, an improvement compared to the previous period, thanks to operating leverage, favourable raw material cost dynamics, and the ongoing optimisation of our processes. These performances, combined with careful and efficient management of working capital, had a direct impact on our financial results: net debt decreased by around €35 million since the beginning of the year and, net of the accounting effects of IFRS 16, CAR EL would now present a positive net cash position. In conclusion, the results of the third quarter have been extremely positive but, as is always the case for CAREL, they do not represent an end point but rather a new starting point. We will continue to pursue continuous improvement with the determination and enthusiasm of the women and men who work at CAREL, ready to face with confidence the business and geopolitical challenges tha t the future holds.”
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2 Consolidated revenues Consolidated revenues total €463.7 million, representing an increase of 7.1% (+8.4% at constant exchange rates) over the 432. 9 million recorded by 30 September 2024. The organic revenue increase in the third quarter amounted to 14%, confirming and further improving on the growth recorded in the previous quarter. This result, slightly above the guidance, was supported by all regions and both business sectors, HVAC and Refrigeration, each delivering double-digit performances. Starting with HVAC, the third quarter consolidated the trends already observed in the previous one. First of all, the data ce ntre segment remained particularly strong, recording double -digit growth driven by North America. This was accompanied by solid expansion in the commercial segment, supported by the normalisation of interest rates and inflation. The Residential sector , consisting of heat pumps, also performed extremely well, particularly in the EMEA region. The Industrial sector, by contrast, remained less dynamic, affected by the performance of certain specific segments (such as automotive) and, more broadly, by geopolitica l tensions. As for Refrigeration, the third quarter was marked by a clear recovery following the weaker results of the second quarter, es pecially in the EMEA area. In particular, after the resolution of several temporary factors that had limited growth between April and Jun e, this region recorded an organic revenue increase just below 10% during the reporting period. Performance in Asia was also very pos itive, thanks to the Group’s ability to seize important business opportunities, particularly in China. Analysing the individual geographical areas: • EMEA (Europe, Middle East and Africa) , which accounts for 65% of the Group's revenues, closed the third quarter with a constant exchange rate growth of about 11%, bringing the increase in revenues in the first nine months of 2025 to 6.0%. Europe continues to benefit from a significant recovery in the commercial sector, supported by lower interest rates and inflation, while the residential segment (heat pumps) recorded further acceleration compared with the second quarter, driven mainly by markets such as Germany. As for Refrigeration, as expected, following the resolution of temporary factors related to the postponement of certain investments, a strong acceleration was observed in the third quarter. • APAC (Asia-Pacific), representing 13% of Group revenues, reported constant-currency growth of 10% in the latest quarter and closed the first nine months of the year with an increase of 3.4%. Once again, performance in China was particularly positive this quarter, reflecting the Group’s ability to capture significant opportunities in both air conditioning and refrigeration. A similar trend was seen in India, with a meaningful contribution from solutions for ventilation control and indoor air quality . Results in other countries across the region were generally positive, though with uneven dynamics. • North America, which accounts for 20% of total revenues, recorded a further acceleration in the third quarter, with organic revenue growth exceeding 30% (+23.1% over the first nine months), driven by outstanding performance in the HVAC sector, particularly in applications related to data centre cooling and the commercial segment. Refrigeration also performed well, supported by demand for high energy -efficiency solutions (including variable -speed technology) and low -environmental- impact refrigerants, especially natural ones. • South America, which contributes around 2% of the Group’s total revenues, recorded constant -currency revenues broadly in line with those reported in the first nine months of 2024. Table 1- Revenue by business area (thousands of euros) 30.09.2025 30.09.2024 Delta % Delta fx % HVAC revenue 330,795 306,041 8.1% 9.4% REF revenue 132,188 126,354 4.6% 6.0% Total core revenue 462,984 432,394 7.1% 8.4% Non-core revenue 710 502 41.4% 41.7% Total Revenue 463,694 432,897 7.1% 8.4%
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3 Table 2 Revenue by geographical area (thousands of euros) 30.09.2025 30.09.2024 Delta % Delta fx % EMEA 302,661 285,505 6.0% 6.0% APAC 60,383 60,377 0.0% 3.4% North America 90,293 75,537 19.5% 23.1% South America 10,357 11,477 (9.8%) (1.9%) Total Revenue 463,694 432,897 7.1% 8.4% Consolidated EBITDA As at 30 September 2025, consolidated EBITDA amounted to €91.0 million, a significant increase (+15.6%) compared with €78.7 million recorded in the same period of 2024. Profitability, expressed as the ratio of EBITDA to revenues, stood at 19.6% (19. 8% excluding certain non -recurring items), showing a strong improvement both year -on-year (18.2%) and compared with the previous quarter. The notable revenue growth enabled the full benefit of operating leverage to materialise. In addition, favourable trends in raw material purchase prices and the po sitive contribution from subsidiary Kiona – which closed the quarter with an EBITDA margin exceeding 25% – further supported performance. Consolidated net income Consolidated net profit amounted to €42.3 million, up 6.6% compared with €39.7 million as at 30 September 2024, despite the absence of a favourable extraordinary item (related to the minority stake in CFM) that had been recorded in the same period o f 2024, and the impact of exchange rate movements on the valuation of the put/call option for Kiona’s minority stake (both of which are non- cash effects). The tax rate stood at 23.1%, in line with the figure recorded in the previous year. Consolidated net financial position The consolidated net financial position was negative at €14.8 million. The improvement of approximately €35 million compared with the figure as at 31 December 2024 reflects strong cash generation , underpinned by solid operating results and careful management of working capital, which comfortably covered investments of €14.2 million and dividend payments of €18.6 million during the period. It is important to note that, net of the accounting effect of IFRS 16 amounting to €30.3 million, the Group would report a positive net- cash position. Business outlook From a geopolitical standpoint , the third quarter of 2025 once again proved to be particularly complex. The period continued to be marked by persistent trade tensions and by the ongoing conflicts between Russia and Ukraine, as well as between Israel and Hamas. This environment has continued to affect the balance of the world’s major economies, creating a scenario of uncertainty and v olatility that makes it difficult to interpret macroeconomic trends and sector indicators, which often vary significantly across differ ent geographical areas. In this context, the fact that for the second consecutive quarter the Group achieved double -digit organic revenue growth takes on particular significance, confirming its ability to leverage its expertise and capture meaningful opportunities even in challe nging global conditions. Looking ahead to the final months of the year, the Group expects a substantial continuation of the trends observed in the pre vious period, supported by a solid order backlog and positive signals from the market. Accordingly, the fourth quarter is expected to deliver consolidated revenues broadly in line with those of the third quarter of this year, and therefore showing a significant incre ase compared to the fourth quarter of 2024.
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4 These projections remain valid in the absence of any unforeseen negative geopolitical developments, which cannot currently be anticipated. CONFERENCE CALL The results as of 30 September 2025 will be illustrated today, 13 November 2025, at 16.30 (Italian time) during a conference call to the financial community, which will also be the subject of a webcast in listen-only mode on www.carel.com, Investor Relations section. The CFO, Nicola Biondo, stated, pursuant to paragraph 2 of Article 154 -bis of the Consolidated Finance Act, that the accounting information in this press release corresponds to the documented results, accounts and bookkeeping records. For further information INVESTOR RELATIONS MEDIA RELATIONS Giampiero Grosso - Investor Relations Manager Barabino & Partners giampiero.grosso@carel.com Fabrizio Grassi +39 049 9731961 f.grassi@barabino.it +39 392 73 92 125 Giuseppe Fresa g.fresa@barabino.it +39 348.57.03.197 *** CAREL The CAREL Group is a global leader in the design, production and marketing of technologically -advanced components and solutions for excellent energy efficiency in the control of heating, ventilation and air conditioning ( “HVAC”) and refrigeration equipment and systems. CAREL is focused on several vertical niche markets with extremely specific needs, catered for with dedicated solutio ns developed comprehensively for these requirements, as opposed to mass markets. The Group designs, produces and markets hardware, software and algorithm solutions aimed at both improving the performance of the units and systems they are intended for and for energy saving, with a globally -recognised brand in the HVAC and refrigeration markets (collectively, “HVAC/R”) in which it operates and, in the opinion of the Company ’s management, with a distinctive position in the relevant niches in those markets. HVAC is the Group ’s main market, representing 71% of the Group ’s revenues in the financial year to 31 December 20 24, while the refrigeration market accounted for 29% of the Group’s revenues. The Group commits significant resources to research and development, an area which plays a strategic role in helping it maint ain its position of leadership in the reference HVAC/R market niches, with special attention focused on energy efficiency, the reduct ion of environmental impact, trends relating to the use of natural refrigerant gases, automation and remote connectivity (the Intern et of Things), and the development of data-driven solutions and services. As of 31 December 2024 the Group operates through 47 branches including 15 production areas located in various countries, approximately 80% of the Group’s revenues was generated outside of Italy and more than 30% outside of EMEA (Europe, Middle East, Africa). Original Equipment Manufacturers or OEMs – suppliers of complete units for applications in HVAC/R markets – make up the Company’s main category of customers, which the Group focuses on to build long-term relationships.
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5 The accounting statements of the CAREL Industries Group, not subject to independent auditing, are illustrated below. Consolidated Financial Statements as of 30 September 2025 Consolidated Statement of financial position (€’000) 30/09/2025 31/12/2024 Property, plant and equipment 113,375 123,124 Intangible assets 367,744 379,745 Equity-accounted investments 6,166 3,999 Other non-current assets 4,448 4,468 Deferred tax assets 15,759 14,689 Non-current assets 507,492 526,025 Trade receivables 106,768 99,606 Inventories 92,857 94,206 Current tax assets 4,344 6,238 Other current assets 18,307 22,540 Current financial assets 257 3,290 Cash and cash equivalents 119,617 99,119 Current assets 342,151 324,998 TOTAL ASSETS 849,642 851,023 Equity attributable to the owners of the parent company 445,521 434,944 Equity attributable to non-controlling interests 5,541 6,591 Total equity 451,063 441,535 Non-current financial liabilities 85,954 109,367 Provisions for risks 7,396 6,358 Defined benefit plans 7,106 7,390 Deferred tax liabilities 24,571 26,185 Other non-current liabilities 66,302 87,720 Non-current liabilities 191,328 237,020 Current financial liabilities 48,740 43,231 Trade payables 67,417 62,689 Current tax liabilities 7,350 6,250 Provisions for risks 4,734 5,435 Other current liabilities 79,010 54,863 Current liabilities 207,251 172,468 TOTAL LIABILITIES AND EQUITY 849,642 851,023
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6 Consolidated Statement of profit or loss (€’000) 30/09/2025 30/09/2024 Revenue 463,694 432,897 Other revenue 3,898 3,766 Costs of raw materials, consumables and goods and changes in inventories (180,542) (178,311) Services (64,418) (59,738) Capitalised development expenditure 3,642 4,310 Personnel expenses (129,475) (120,965) Other expenses, net (5,804) (3,249) Amortisation, depreciation and impairment losses (31,835) (28,579) OPERATING PROFIT 59,159 50,131 Net financial income/(charges) (4,320) (5,291) Net exchange rate gains/(losses) (791) 2,397 Gains/(losses) on from FV of liabilities for options on minority stakes (165) 3,373 Net profit/loss from companies consolidated with equity method 1,038 1,737 PROFIT BEFORE TAX 54,921 52,346 Income taxes (12,667) (12,128) PROFIT FOR THE PERIOD 42,254 40,219 Non-controlling interests (89) 495 PROFIT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE PARENT COMPANY 42,343 39,723 Consolidated Statement of comprehensive income (€’000) 30/09/2025 30/09/2024 Profit for the period 42.254 40.219 Items that may be subsequently reclassified to profit or loss: - Fair value gains (losses) on hedging derivatives net of the tax effect (88) (206) - Exchange differences (14.085) (1.291) Items that may not be subsequently reclassified to profit or loss: - Discounted benefits to employees net of fiscal effect 68 56 Comprehensive income 28.149 38.778 attributable to: - Owners of the parent company 28.264 38.122 - Non-controlling interests (115) 657 Earnings per share Earnings per share (in euros) 0.38 0.35
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7 Consolidated Statement of cash flows (€’000) 30/09/2025 30/09/2024* Profit for the period 42,254 40,219 Adjustments for: Amortisation, depreciation and impairment losses 31,835 28,579 Accruals to/utilisations of provisions 2,952 9,529 Other charges/(gains) 3,807 (3,666) Taxes 12,667 12,128 Changes in working capital: Change in trade receivables and other current assets (5,021) (1,670) Change in inventories (1,368) (3,416) Change in trade payables and other current liabilities 7,637 (22,544) Change in non-current assets 140 21 Change in non-current liabilities (173) (1,527) Cash flows generated from operations 94,729 57,653 Net interest paid (3,312) (4,184) Tax paid (13,712) (13,598) Net cash flows generated by operating activities 77,705 39,871 Investments in property, plant and equipment (7,942) (15,291) Investments in intangible assets (6,230) (6,697) Investments/Disinvestments of financial assets 3,032 28 Disinvestments of property, plant and equipment and intangible assets 185 243 Interest collected 1,475 2,668 Investments in companies consolidated with equity methods (1,150) - Cash flows generated by (used in) investing activities (10,630) (19,048) Disposal (Acquisition) of minority stakes (1,587) (44,213) Dividends to Shareholders (18,561) (21,320) Dividends to minorities (61) (54) Increase in financial liabilities 10,000 10,066 Decrease in financial liabilities (26,512) (28,976) Decrease in financial liabilities for leasing fees (6,318) (6,126) Cash flows generated by (used in) financing activities (43,039) (90,623) Change in cash and cash equivalents 24,036 (69,801) Cash and cash equivalents - opening balance 99,119 154,010 Conversion variations (3,537) 445 Cash and cash equivalents - closing balance 119,618 84,654 (*) Please note that the items Other charges and gains and Interest paid have been reclassified in order to improve the comparability of the items.
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8 Consolidated Statement of changes in equity (€’000) Share capital Legal reserve Translation reserve Hedging reserve Other reserves Retained earnings Profit for the period Equity Equity att. to non- controlling interests Total equity Balance as of 1/1/2024 11,250 2,000 (3,015) 393 182,307 112,544 70,942 376,422 19,752 396,174 Owner transactions - Allocation of profit for the period - 250 - - 22,770 47,922 (70,942) - - - - Dividends distribution - - - - - (21,374) - (21,374) (54) (21,428) - Change in scope of consolidation - - - - - 13,875 - 13,875 (13,875) - Total owner transactions 11,250 2,250 (3,015) 393 205,077 152,967 - 368,923 5,823 374,746 - Profit for the period 39,723 39,723 495 40,219 - Other comprehensive income (expenses) (1,453) (206) 56 (1,601) 162 (1,439) Total other comprehensive income (expenses) - - (1,453) (206) 56 - 39,723 38,122 657 38,779 Balance as of 30/9/2024 11,250 2,250 (4,468) 187 205,133 152,967 39,723 407,044 6,480 413,524 Balance as of 1/1/2025 11,250 2,250 638 127 205,069 152,967 62,642 434,944 6,591 441,535 Owner transactions - Allocation of profit for the period - - - - 4,604 58,038 (62,642) - - - - Dividends distribution - - - - - (18,561) - (18,561) (61) (18,622) - Change in scope of consolidation - - - - - 874 - 874 (874) - Total owner transactions 11,250 2,250 638 127 209,673 193,318 - 417,257 5,656 422,914 - Profit for the period 42,343 42,343 (89) 42,254 - Other comprehensive expenses (14,059) (88) 68 (14,079) (26) (14,105) Total other comprehensive expenses - - (14,059) (88) 68 - 42,343 28,264 (115) 28,149 Balance as of 30/9/2025 11,250 2,250 (13,421) 39 209,741 193,318 42,343 445,521 5,541 451,063