2026 INTERIM
FINANCIAL REPORT
CONTENTS
Group Structure .......................................................................................................................... 4 Corporate Bodies ...................................................................................................................... 5
INTERIM DIRECTOR’S REPORT AT 30 JUNE 202 6 ......................................................... 6
Group Performance .................................................................................................................... 8 Outlook ..................................................................................................................................... 13 Condensed interim consolidated financial statements as at and for the six months ended 30 June 2026 and notes thereto .......................................................................... 14 Statement of financial position .................................................................................................. 15 Statement of profit or loss ......................................................................................................... 16 Statement of comprehensive income ........................................................................................ 16 Statement of cash flows ........................................................................................................... 17 Statement of changes in equity ................................................................................................ 18 Notes …………………………………………………………………………………………………… 19 Statement on the condensed interim consolidated financial statements pursuant to article 154-
bis of Legislative decree no. 58/98 and article 81- ter of Consob regulation no. 11971 of 14 May 1999 as subsequently amended and supplemented ................................................................. 40 Indipendent auditors report… …………………………………………………………………………4 1
GROUP STRUCTURE
The following graph shows the group ’s structure at 30 June 2026 :
*= 1% held by Carel France sas
CAREL INDUSTRIES Group 2026 Interim Financial R eport 5
CORPORATE BODIES
Board of Directors Chairperson Luigi Rossi Luciani Executive deputy chairperson Luigi Nalini Chief Executive Officer Francesco Nalini Executive Director Carlotta Rossi Luciani Lead Indipendent Director Mario Cesari Indipendent Director Cinzia Donalisio Indipendent Director Gianluigi Vittorio Castelli Indipendent Director Marina Manna Indipendent Director Laura Rovizzi Board of statutory auditors Chairperson Paolo Prandi Standing statutory auditor Saverio Bozzolan Standing statutory auditor Gianna Adami Alternate statutory auditor Fabio Gall io Alternate statutory auditor Elena Angela Maria Valenti Indipendent Auditors Deloitte & Touche SpA Audit, risk and sustainability committee Chairperson Marina Manna Member Cinzia Donalisio Member Mario Cesari Remuneration Committee Chairperson Cinzia Donalisio Member Marina Manna Member Mario Cesari
Supervisory body
as per Leg. dec. no. 231/2001 Chairperson Alberto Berardi Member Arianna Giglio Member Alessandro Grassetto
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 6
INTERIM DIRECTOR’S
REPORT
AT 30 JUNE 2026
CAREL INDUSTRIES Group 2026 Interim Financial R eport 7
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 8
GROUP PERFORMANCE
STATEMENT OF PROFIT OR LOSS
(€’000 )
First Half 202 6 First Half 202 5 % First Half 202 6 % First Half 202 5 Revenues 370,124 306,177 Other revenues 3,897 2,382 1.1% 0.8% Costs of raw materials, consumables and goods and changes in inventories (143,749) (119,513) (38.8%) (39.0%) Services (49,522) (42,890) (13.4%) (14.0%) Capitalized development expenditure 2,283 2,432 0.6% 0.8% Personnel expense (95,835) (86,257) (25.9%) (28.2%) Other expense, net (4,054) (4,048) (1.1%) (1.3%) Amortisation, depreciation and impairment l osses (21,406) (21,513) (5.8%) (7.0%)
OPERATING PROFIT 61,738 36,770 16.7% 12.0%
Net financial expe nses (1,789) (2,754) (0.5%) (0.9%) Net exchange losses (1,999) (492) (0.5%) (0.2%) Fair value gain (loss) o n call options 944 - 0.3% -
Share of profit of e quity -accounted investees 946 1,041 0.3% 0.3%
PROFIT BEFORE TAX 59,839 34,565 16.2% 11.3%
Income taxes (13,841) (8,018) (3.7%) (2.6%)
PROFIT OF THE PERIOD 45,998 26,547 12.4% 8.7%
Non controlling interest 315 56 0.1% 0.0%
PROFIT FOR THE PERIOD A TTRIBUTABLE TO THE
OWNERS OF THE PARENT 45,683
26,490 12.4% 8.7%
CONSOLIDATED REVENUES
(€’000 ) First Half 202 6 First Half 202 5 Variation % Fx Variation % * Revenues 370,124 306,177 20.9% 23.0% The Group revenues for the first half of 2026 increased by 20.9% on the corresponding period of 202 5 reaching € 370,124 thousand ( first half of 202 5: €306,177 thousand); at constant exchange rates, the increase would have been 23%.
A breakdown of revenue by geographical segment is as follows :
REVENUES BY GEOGRAPHICAL SEGMENT
(€’000 ) First Half 202 6 First Half 202 5 Variation % Fx Variation % * Europe, Middle East and A frica 225,091 201,142 11.9% 11.8%
APAC 50,846 39,493 28.7% 31.6%
Nord America 86,156 59,019 46.0% 55.7% Sud America 8,032 6,523 23.1% 20.9% Total 370,124 306,177 20.9% 23.0%
* The FX variation % is calculated as the percentage of change at constant exchange rates, i.e., using those of the first semester 2025 .
The geographical segments reflect the geographical location of the countries in which the revenue is earned considering the group’s marketing strategies .
The breakdown of revenue by market is as follows :
CAREL INDUSTRIES Group 2026 Interim Financial R eport 9
REVENUES BY MARKET SEGMENT
(€’000 ) First Half 202 6 First Half 202 5 Variation % Fx Variation % * HVAC Revenues 265,825 219,650 21.0% 23.7% REF Revenues 103,407 86,118 20.1% 20.9% Total Core Revenues 369,232 305,768 20.8% 22.9% Non-Core Revenues 892 409 >100% >100% Total 370,124 306,177 20.9% 23.0% The increase in revenues was driven by growth across all geographic areas and in both markets, HVAC and Refrigeration. In north America and Europe HVAC market, revenues were driven by strong performances on data center applications and industrial sector; in both areas also Refrigeration market drove the revenues increase thanks to high energy -efficiency solutions and low environmental impact refrigerants . At constant exchange rates, revenues in Europe and North America increased by 11.8% and 55.7%, respectively .
APAC also delivered good performances in both the HVAC and refrigeration markets in all sectors (commercial industrial and data center), with revenues increasing by 31.6% at constant exchange rates.
MAIN FINANCIAL INDICATORS
The main financial indicators for the first half of 202 6 compared with the corresponding period of the previous year are set out below :
(€’0000 ) First Half 202 6 First Half 202 5 Variation Variation %
EBITDA1 83,144 58,283 24,860 42.7%
EBITDA % 2 22.5% 19.0% n,a, 18.0%
EBITDA ADJ 3 83,565 59,086 24,479 41.4%
EBITDA ADJ % 4 22.6% 19.3% n.a. 17.0%
NET RESULT 45,998 26,547 19,451 73.3%
The Group’s EBITDA % for the first half of 2026 was 22.5% , increasing on the same period of the previous year ( 19.0%). In absolute terms, EBITDA amounted to 83,144 thousand (+ 42.7% compared the same period of previous year ). The increase in EBITDA is mainly attributable to the operating leverage and good discipline on costs management .
The costs for purchases of raw materials, goods and changes in inventories remained substantially stable as a percentage of revenues, from 39.0% as of 30 June 2025 to 38.8% as of 30 June 2026.
Personnel costs increased due to investments on specific strategic areas, mainly in the Parent Company and in the US subsidiaries; the incidence on revenues was 25.9% (2 8.2% at 30 June 2025 ).
Adjusted Ebitda amounted to € 83,565 thousand, compared to € 59,086 thousand for the first half of 2025 ;
the adjusted costs mainly refer to extraordinary and non- recurring consulting costs (€421 thousand).
Amortisation and depreciation amounted to €_ 21,406 thousand (first half of 2025 : €21,513 thousand) ; of this amount, € 5,673 thousand (first half of 2025 : €5,741 thousand) refers to the amortisation of purchase price allocation s accounted for at consolidation level of the companies acquired in previous years.
1 EBITDA is not identified as an accounting measure under the IFRS, but the group calculates EBITDA as the sum of the profit before tax, the share of profit (loss) of equity- accounted investees, exchange differences, net financial income (expense) and amortization, depreciation and impairment losses. It uses EBITDA to assess its operating performance.
2 The EBITDA % is the ratio of EBITDA to revenue.
3 Adjusted EBITDA is not identified as an accounting measure under the IFRS, but is commonly used by both management and investors to evaluate the operating performance of the company and group. Adjusted EBITDA is EBITDA plus costs taken from the consolidated financial statements prepared in accordance with the IFRS integrated by the notes thereto.
4 The adjusted EBITDA % is the ratio of adjusted EBITDA to revenue
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 10 Net financial expenses amounted to €1, 789 thousand (first half of 2025 : €2,754 thousand). The decrease is mainly attributable to lower bank interest expense on loans and lower interest expenses recognized for options on non -controlling interests .
The group tax rate was 23.1%, in line with the previous period (23.2 %).
Profit amounted to € 45,998 thousand compared to € 26,547 thousand in the corresponding period of the previous year .
MAIN STATEMENT OF FINANCIAL POSITION INDICATORS
The main statement of financial position indicators at 30 June 202 6 compared with those at 31 December 2025 are set out below :
STATEMENT OF FINANCIAL POSITION
(€’000 ) 30.06.202 6 31.12.202 5 Variation % Non current assets5 486,548 488,810 (0.5%) Net Working Capital6 76,385 48,882 56.3% Defined benefit plans (7,008) (7,166) (2.2%) Net Invested Capital7 555,925 530,526 4.8% Equity 512,647 482,945 6.2% Call option on non -controlling interests and earn -out. 50,330 66,012 (23.8%) Net Financial debt (7,052) (18,432) (61.7%) Total 555,925 530,526 4.8% Net invested capital decreased compared to the previous year, in part due to depreciation for the period, which was only partially offset by investments .
Investments in property, plant and equipment amounted to €5,167 thousand, compared to €4,742 thousand in the first half of 2025. Intangible assets increased by € 4.330 thousand (€ 4,127 thousand in the first half of 2025) and include also the capitalisation of costs related to development projects .
The breakdown of investments by geographical segment, net of right -of-use assets and goodwill, is as
follows:
INVESTMENT
(€’000 ) 30.06.202 6 30.06.202 5 Variation Europe, Middle East and Africa 7,497 7,420 1.0%
APAC 1,137 845 34.6%
Nord America 771 345 >100% Sud America 92 259 <100 % Total 9,497 8,869 7.1% Net working capital increased by € 27,504 thousand compared with 31 December 2025, mainly due to higher trade receivables, driven by sales revenues, and increased inventories, partially offset by higher trade payables.
Call options on non- controlling interests and earn- out decreased mainly due to the payment of the earn-
out relating to Senva for a total amount of € 17,367 thousand.
The net financial debt was positive and amounted to €7,052 thousand, compared to €18.432 thousand at 31 December 2025 , as shown below :
5 Net non -current assets is the sum of property, plant and equipment, intangible assets, equity -accounted investments and other non- current assets less other non-
current liabilities.
6 Net working capital is the sum of trade receivables, inventories, tax assets, other current assets, deferred tax assets, trade payables, current tax liabilities, other current liabilities, deferred tax liabilities and provisions for risks.
7 Net invested capital is the sum of (i) net non- current assets, (ii) net working capital and (iii) defined benefit plans.
CAREL INDUSTRIES Group 2026 Interim Financial R eport 11
(€’000 ) 30.06.202 6 31.12.202 5 Non-current financial liabilities 77,420 60,344 Current financial liabilities 10,932 35,049 Non-current lease liabilities 23,490 23,083 Current lease liabilities 7,401 6,855 Cash and cash equivalents (111,758) (121,850) Current financial assets (14,536) (21,913) Net financial debt (7,052) (18,432) Net financial debt (excluding the effects of IFRS 16) (37,943) (48,370) Net bank loans and borrowings (39,172) (48,949) The net financial debt is mainly comprised of :
• current and non- current bank loans and borrowings totalling €27.1 million (€34.5 million at 31
December 2025);
• current and non- current amounts due to bondholders totalling € 60 million (€60.0 million at 31
December 2025);
• current and non- current other loans and borrowings substantially null (€0.1 million at 31 December
2025 );
• current and non- current financial liabilities related to acquisitions totaling €0.4 million (€0.6 million at 31 December 2025);
• current and non- current lease liabilities totaling €30.1 million (€30.1 million at 31 December 2025);
• cash and cash equivalents totalling €111.8 million ;
• current financial assets totalling € 14.5 million .
At 30 June 2026 , 35% of cash and cash equivalents and current financial assets were held by Italian group companies , approximately 13% by the Chinese subsidiary , approximately 10% by the US subsidiar ies and 9% by Kiona g roup. The remaining amount was split among the other G roup companies.
During the period, dividends of €21 ,389 thousand were distributed (30 June 2025 : €18,622 thousand) and the earn out of €17,367 thousand was paid to Senva previous shareho lders.
Reference should be made to the statement of cash flows for more information on changes in such caption.
HUMAN RESOURCES
The workforce at 30 June 2026 was basically the same as at 31 December 2025 and the breakdown by geographic area is as follows :
30.06.202 6 31.12.202 5 Variation Europa, Middle East and Africa 1,952 1,928 24
APAC 414 410 4
Nord America 350 307 43 Sud America 62 64 (2) Total Workforce 2,778 2,709 69
MAIN RISKS AND UNCERTAINTIES TO WHICH THE GROUP IS EXPOSED
Risks connected to general economic conditions The Group’s financial position, financial performance and cash flows may be influenced by a number of factors related to the general macroeconomic backdrop, such as changes in GDP, the cost of raw materials and the level of business confidence in the various countries in which the G roup operates.
Significant macroeconomic events, such as a generalised and significant increase in the price of the main raw materials, a considerable drop in demand in one of the G roup’s main new markets, a lingering uncertainty and volatility on financial and capital markets, a negative interest rate trend and unfavourable
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 12 exchange rate fluctuations in the G roup’s main currencies, may negatively affect the G roup’s outlook and operations, in addition to its performance figures and financial position.
The effects of such macroeconomic context may inevitably also have an impact on the other risks described below.
Risks connected to the performance of the reference market The markets in which the G roup operates may be influenced to varying degrees by often unpredictable cyclical expansion and resizing. The ways in which the main customers absorb these fluctuations in demand and reflect them through the entire production chain may have a significant impact on procurement policies and inventories management and, as a result, on working capital needs and the ability to adequately absorb fixed costs.
In the first half of 2026 , there was an increase in demand for Carel Group products in all geographical area compared to the previous half -year. The dynamics of the different markets, in terms of both their geographical size and product families, including legislative measures, were closely monitored, both in order to adjust commercial, procurement and production policies and to identify opportunities to develop new products .
Liquidity risk
The Group’s debt is balanced between fixed and floating interest rates. Given its ample liquidity, it has an immaterial liquidity risk with respect to its short -term deadlines and, therefore, this risk principally refers to its medium to long- term financing. When deemed significant, the G roup agrees hedging instruments to neutralise interest rate fluctuations.
The Group still has a high level of liquidity.
Credit Risk
The Group’s credit risk management policy includes rating its customers, setting purchase limits and taking legal action s. It prepares periodic reports to ensure tight control over credit collection. Each group company has a credit manager in charge of credit collection on sales made in their markets. Coordination between the companies is based on the electronic exchange of information about common customers and the coordination of delivery blocks or the commencement of legal action. The loss allowance is equal to the nominal amount of the uncollectible receivables after deducting the part secured with bank collateral s. Impairment losses are recognised considering past due receivables from customers with financial difficulties and receivables for which legal action has commenced. The Group mainly deals with well-known and reputable customers. Its policy is to constantly monitor those customers that request payment extensions.
As already mentioned, the G roup has not recorded significant changes in credit management and related risks.
Risks related to the supply chain Inadequate management of the G roup’s strategic suppliers with reference to quality controls, delivery times and requested production flexibility would result in the risk of potential operating inefficiencies and inability to satisfy customers’ needs.
In order to tackle this risk, Carel subjects its suppliers to an initial evaluation, followed by regular subsequent evaluations, particularly strategic suppliers. This evaluation measures their suitability in terms of technological and production capacity, overall quality of processes and products, ISO standards quality certifications, business and financial situation and compliance with standards of ethical behavior .
CAREL INDUSTRIES Group 2026 Interim Financial R eport 13
OUTLOOK
The international environment continues to be characterised by a high degree of uncertainty, driven by persistent geopolitical tensions as well as ongoing volatility in commodity markets and supply chains. In this context, the interpretation of macroeconomic indicators remains challenging.
Despite this backdrop, in the second quarter of 2026 the Group continued to benefit from the positive trends recorded in previous quarters, with signs of further strengthening in certain vertical markets. These trends are also reflected in the order book, which remains very solid.
In light of these factors, the Group expects another very positive performance in the third quarter of 2026, with consolidated revenues close to €190 million, corresponding to growth of approximately 20% compared with the third quarter of 2025.
These estimates are based on information currently available and assume a geopolitical and macroeconomic environment without any further significant deterioration. Any adverse developments or a prolonged period of international tensions could affect energy , logistics and demand dynamics, with a consequent impact on future results.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 14
CONDENSED INTERIM
CONSOLIDATED FINANCIAL
STATEMENTS
AS AT AND FOR THE SIX MONTHS
ENDED
30 JUNE 2026 AND
NOTES THERETO
CAREL INDUSTRIES Group 2026 Interim Financial R eport 15
STATEMENT OF FINANCIAL POSITION
(€’000 ) Note 30.06.2026 31.12.202 5 Property, plant and equipment 1 113,457 114,661 Intangible assets 2 363,726 366,398 Equity -accounted investments 3 7,070 6,223 Other non -current assets 4 4,006 3,862 Deferred tax assets 5 15,137 12,794 Non-current assets 503,397 503,937 Trade receivables 6 141,378 111,745 Inventories 7 102,429 88,536 Current tax assets 8 4,460 3,054 Other current assets 9 21,669 16,972 Current financial assets 10 14,536 21,913 Cash and cash equivalents 11 111,758 121,850 Current assets 396,231 364,069
TOTAL ASSETS 899,628 868,006
Equity attributable to the owners of the parent 12 506,845 477,243 Equity attributable to non -controlling interests 13 5,803 5,702 Total equity 512,647 482,945 Non-current financial liabilities 14 100,910 83,427 Provisions for risks 15 5,507 5,195 Defined benefit plans 16 7,008 7,166 Deferred tax liabilities 17 23,662 24,573 Other non -current liabilities 18 1,713 50,804 Non-current liabilities 138,799 171,165 Current financial liabilities 14 18,333 41,904 Trade payables 19 97,281 79,678 Current tax liabilities 20 8,624 4,450 Provisions for risks 15 5,477 3,038 Other current liabilities 21 118,467 84,825 Current liabilities 248,182 213,896
TOTAL LIABILITIES AND EQUITY 899,628 868,006
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 16
STATEMENT OF PROFIT OR LOSS
(€’000 ) Note First half of 2026 First half of
2025
Revenue 22 370,124 306,177 Other revenue 23 3,897 2,382 Costs of raw materials, consumables and goods and changes in inventories 24 (143,749) (119,513) Services costs 25 (49,522) (42,890) Capitalised development expenditure 26 2,283 2,432 Personnel expense 27 (95,835) (86,257) Other expense, net 28 (4,054) (4,048) Amortisation, depreciation and impairment losses 29 (21,406) (21,513)
OPERATING PROFIT 61,738 36,770
Net financial expense s 30 (1,789) (2,754) Net exchange gain ( loss) 31 (1,999) (492) Fair value gains (loss) on call options 32 944 -
Share of profit of equity -accounted investees 33 946 1,041
PROFIT BEFORE TAX 59,839 34,565
Income taxes 34 (13,841) (8,018)
PROFIT FOR THE PERIOD 45,998 26,547
Non-controlling interests 315 56
PROFIT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE
PARENT
45,683
26,490
STATEMENT OF COMPREHENSIVE INCOME
(€’000 ) Note First half of 2026 First half of
2025
PROFIT FOR THE PERIOD 45,998 26,547
Items that may be subsequently reclassified to profit or loss:
- Fair value gains (losses) on hedging derivatives net of the tax effect (20) (71)
- Exchange differences 5,764 (13,816) Items that may not be subsequently reclassified to profit or loss:
- Actuarial gains (losses) on employee benefits net of the tax effect (62) 68 Comprehensive income 51,680 12,728
attributable to:
- Owners of the parent 51,435 12,679
- Non-controlling interests 246 49
Earnings per share Earnings per share (in Euros) 12 0.41 0.24
CAREL INDUSTRIES Group 2026 Interim Financial R eport 17
STATEMENT OF CASH FLOWS
(€’000 ) Note First half of 202 6 First half of 2025 Profit for the period 45,998 26,547
Adjustments for:
Amortisation, depreciation and impairment losses 29 21,405 21,513 Accruals to/utilisations of provisions 5,339 2,456 Other (income) expense, net 2,401 1,990 Income taxes 34 13,841 8,018
Changes in working capital:
Change in trade receivables and other current assets 6-8-9 (32,426) (9,517) Change in inventories 7 (13,708) (4,001) Change in trade payables and other current liabilities 19-20-21 (1,872) 6,123 Change in non -current assets 4-5 (60) (13) Change in non -current liabilities 15-16-17-18 (1,164) (194) Cash flows from operating activities 39,753 52,923 Net interest paid (1,659) (2,099) Income taxes paid (14,201) (7,762) Net cash flows from operating activities 23,893 43,062 Investments in property, plant and equipment 1 (5,167) (4,742) Investments in intangible assets 2 (4,330) (4,127) Investments of financial assets 10 (5,568) -
Disinvestments of financial assets 10 13,329 2,430 Disinvestments of property, plant and equipment and intangible assets 20 205 Interest collected 1,056 963 Investments in equity -accounted investees 3 0 (1,150) Business combinations net of cash acquired 2 (297) -
Cash flows used in investing activities (956) (6,421) Disposal (acquisition) of non -controlling interest (717) -
Dividend distributions 12 (21,389) (18,561) Dividends distributed to non -controlling interests (41) (61) Increase in financial liabilities 14 20,000 10,000 Decrease in financial liabilities 14 (27,712) (17,370) Decrease in lease liabilities 14 (4,295) (3,950) Cash flows from (used in) financing activities (34,154) (29,942) Change in cash and cash equivalents (11,217) 6,699 Cash and cash equivalents - opening balance 121,850 99,119 Exchange differences 1,125 (3,550) Cash and cash equivalents - closing balance 111,759 102,268
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 18
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
Balances at 01.01.2025 11,250 2,250 638 127 205,069 152,967 62,642 434,944 6,591 441,535
Owner transactions
Allocation of the prior year profit - - - - 4,604 58,038 (62,642) - - -
Capital Increases - - - - - - - - - -
Repurchase of treasury shares - - - - - - - - - -
Dividend Distribution - - - - - (18,561) - (18,561) (61) (18,622) Call options on non -
controlling interests - - - - - - - - - -
Acquisition of non controlling interests - - - - - - - - - -
Total Owner
Transactions 11,250 2,250 638 127 209,673 192,444 - 416,383 6,530 422,914 Profit of the period - - - - - - 26,490 26,490 57 26,547
Other comprehensive
expense - - (13,808) (71) 68 - (13,811) (8) (13,819) Comprehensive Income - - (13,808) (71) 68 - 26,490 12,679 49 12,729 Balances at 30.06.2025 11,250 2,250 (13,170) 56 209,741 192,444 26,490 429,063 6,579 435,643
Balances at 01.01.202 6 11,250 2,250 (13,082) 20 209,838 193,324 73,642 477,243 5,702 482,945
Owner transactions
Allocation of the prior year profit - - - - 22,661 50,981 (73,642) - - -
Capital Increases
Repurchase of treasury
shares
Dividend Distribution - - - - - (21,936) - (21,936) (41) (21,977) Call options on non -
controlling interests
Acquisition of non controlling interests - - - - - 104 - 104 (104) -
Total Owner
Transactions 11,250 2,250 (13,082) 20 232,499 222,474 - 455,411 5,557 460,967 Profit of the period 45,683 45,683 315 45,998
Other comprehensive
expense 5,833 (20) (62) 5,751 (69) 5,682 Comprehensive Income - - 5,833 (20) (62) - 45,683 51,434 246 51,680 Balances at 30.06.202 6 11,250 2,250 (7,249) (0) 232,437 222,474 45,683 506,845 5,803 512,647
CAREL INDUSTRIES Group 2026 Interim Financial R eport 19
NOTES TO THE CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
CONTENT AND FORMAT OF THE CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
Carel Industries S.p.A. (the “ Parent”) heads the group of the same name and has its registered office in Via Dell’Industria 11, Brugine (PD). It is a company limited by shares and its tax code and VAT number is 04359090281. It is included in the Padua company register.
The Group provides control instruments to the air -conditioning (HVAC) and commercial and industrial refrigeration (REF) markets and also produces air humidification systems. It has 4 9 commercial companies of which 15 production sites which se rve the main markets .
The IFRS condensed interim consolidated financial statements at 30 June 2026 refer to the period from 1 January 202 6 to 30 June 2026 .
The Carel Group adopted the IFRS endorsed by the European Union for the first time on 1 January 2015.
The Parent’s Board of Directors approved the condensed interim consolidated financial statements at 30 June 2026 on 4 August 2026 .
The condensed interim consolidated financial statements include the results of the Parent and its subsidiaries, based on their updated accounting records.
STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
The condensed interim consolidated financial statements at 30 June 2026 have been prepared in compliance with IAS 34 Interim financial reporting issued by the International Accounting Standard s Board (IASB). Pursuant to IAS 34, these notes have been prepared in a condensed format and do not include all the disclosures required for annual financial statements. They solely provide information about those captions that, due to their size, content or changes therein during the period, are key to an understanding of the G roup’s financial position, financial performance and cash flows . Therefore, these condensed interim consolidated financial statements shall be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2025 . The condensed interim consolidated financial statements include the statement of profit or loss, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and these notes, which are an int egral part thereof.
The condensed interim consolidated financial statements were prepared in thousands of Euro, which is the Group’s functional and presentation currency. There may be rounding differences when items are added together as the individual items are calculated in Euros.
The condensed interim consolidated financial statements have been prepared on a going concern basis, considering the G roup’s financial soundness, performance for the period and outlook, in addition to its available resources, which are sufficient to cover any contractual commitments and strategic needs.
Preparation of condensed interim consolidated financial statements under the IFRS requires management to make judgements and estimates that affect the amounts presented therein and in the notes. Actual results may differ from these judgements.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 20
CONSOLIDATION SCOPE
The condensed interim consolidated financial statements include the financial statements at 30 June 2026 of the P arent, Carel Industries S.p.A., and its Italian and foreign subsidiaries.
Subsidiaries are those entities over which the Parent has control, as defined in IFRS 10 Consolidated financial statements. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are consolidated starting from the date when control exists until when it ceases to exist.
Note [35] Other information lists the entities included in the consolidation scope at 30 June 2026.
Acquisition of Alfaco Kft In June 2026, the Parent Company acquired 100% of the share capital of Alfaco Kft, a long- standing CAREL distributor in Hungary.
The entire share capital was acquired for a cash consideration of € 558 thousand.
Control by the CAREL Industries Group was obtained as of 26 June 2026 and, accordingly, the company's results have been included in the consolidated financial statements from that date.
As the acquired assets and assumed liabilities constitute a business and the transaction qualifies as a business combination within the scope of IFRS 3. The Group has therefore performed a provisional allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed. The final purchase price allocation will be completed within twelve months from the acquisition date.
The table below provides details of the assets acquired and liabilities assumed by the CAREL Industries Group as a result of this transaction:
ALFACO KFT
(€’000 ) Balance Sheet at the acquisition date Allocation Fair value of the
purchased assets
Tangible assets 8 - 8 Intangible assets 2 66 68 Other non current assets 3 - 3 Non current assets 13 66 79 Trade receivables 189 - 189 Stock 286 - 286 Other receivables 2 - 2 Cash and Cash equivalent 261 - 261 Current assets 738 - 738
TOTAL ASSETS 751 66 817
Current financial liabilities - - -
Trade payables (192) - (192) Other current liabilities (67) - (67) Current liabilities (259) - (259)
TOTAL LIABILITIES (259) - (259)
As part of the purchase price allocation, the difference between the consideration transferred and the identifiable assets acquired and liabilities assumed was provisionally allocated to goodwill for € 66 thousand.
Incorporation of Carel Czech & Slovak s.r.o.
During March 2026, Carel Czech & Slovak s.r.o. was incorporated as a wholly owned subsidiary of Carel Industries S.p.A. The company operates as the Group’s agent in the Czech and Slovak markets.
CAREL INDUSTRIES Group 2026 Interim Financial R eport 21
BASIS OF CONSOLIDATION
The condensed interim consolidated financial statements at 30 June 2026 include the financial statements of Carel Industries S.p.A. and the Italian and foreign entities over which it has direct or indirect control. Specifically, the consolidation scope includes:
• the subsidiaries, over which the Parent has control as defined by IFRS 10 Consolidated financial statements; these companies are consolidated on a line- by-line basis;
• the associates, over which the P arent has the power to exercise significant influence over their financial and operating policies despite not having control; investments in these companies are measured using the equity method.
The Parent adopted the following consolidation criteria:
• assets, liabilities, revenue and expenses of the consolidated entities are consolidated using the line-by-line approach where the carrying amount of the Parent’s investments therein is eliminated against its share of the investee’s equity. Any differences are treated in accordance with IFRS 10 Consolidated financial statements and IFRS 3 Business combinations. The portions attributable to non-controlling interests are recognised at the fair value of the assets acquired and liabilities assumed without recognising goodwill;
• the Group companies are excluded from the consolidation scope when control thereover ceases to exist and any effects of exclusion are recognised as owner transactions in equity;
• intragroup receivables and payables, revenue and expenses and all significant transactions are eliminated, including intragroup dividends. Unrealised profits and gains and losses on intragroup transactions are also eliminated;
• equity attributable to non- controlling interests is presented separately under equity; their share of the profit or loss for the period is recognised in the statement of profit or loss;
• the financial statements of the consolidated foreign entities using a functional currency other than the Euro are translated into Euros using the average exchange rate for the six months for the statement of profit or loss captions and the closing rate for the statement of financial position captions. Any differences between these exchange rates or due to changes in the exchange rates at the start and end of the period are recognised under equity.
ACCOUNTING POLICIES
Except as described below with respect to the new accounting standards, this condensed consolidated interim financial statement has been prepared using the same accounting policies and basis of preparation adopted in the preparation of the consolidated financial statements as at 31 December 2025, to which reference should be made.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED FROM 1
JANUARY 2026
The following IFRS Accounting Standards, amendments and interpretations were applied by the Group for the first time from 1 January 2026:
• On 30 May 2024, the IASB issued “Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7”. The amendments clarify certain issues identified during the post -implementation review of IFRS 9, including the accounting treatment of financial assets whose contractual cash flows vary depending on the achievement of ESG -related targets (i.e. green bonds). The adoption of these amendments had no impact on the Group’s consolidated financial statements.
• On 18 December 2024, the IASB issued “Contracts Referencing Nature- dependent Electricity – Amendment to IFRS 9 and IFRS 7”. The amendments are intended to assist entities in reporting the financial effects of contracts for the purchase of electricity gener ated from renewable sources.
The adoption of these amendments had no impact on the Group’s consolidated financial statements.
• On 18 July 2024, the IASB issued “Annual Improvements Volume 11”. The document includes clarifications, simplifications, corrections and amendments intended to improve the consistency
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 22 of various IFRS Accounting Standards. The adoption of these amendments had no impact on the Group’s consolidated financial statements.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ENDORSED BY THE
EUROPEAN UNION, NOT YET MANDATORILY EFFECTIVE AND NOT EARLY ADOPTED BY THE
GROUP AS AT 30 JUNE 2026
As of the reporting date of this document, the competent bodies of the European Union had completed the endorsement process required for the adoption of the amendments and standards described below. However, these standards are not yet mandatorily effective and have not been early adopted by the Group as at 30 June 2026:
• On 9 April 2024, the IASB issued IFRS 18 “Presentation and Disclosure in Financial Statements”, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the presentation of financial statements, with particular reference to the statement of profit or loss.
The standard will become effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. Management is currently assessing the potential effects of the adoption of this n ew standard on the Group’s consolidated financial statements.
IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ENDORSED BY THE EUROPEAN UNION
As of the reporting date of this document, the competent bodies of the European Union had not yet completed the endorsement process required for the adoption of the amendments and standards described below.
• On 9 May 2024, the IASB issued IFRS 19 “Subsidiaries without Public Accountability”. The new standard introduces certain disclosure simplifications for the separate financial statements of subsidiaries applying IFRS Accounting Standards. The standard will become effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. Management does not expect the adoption of this standard to have a significant impact on the Group’s consolidated financial statements.
• On 13 November 2025, the IASB issued “Translation to a Hyperinflationary Presentation Currency – Amendment to IAS 21”, which clarifies the translation procedures for an entity whose presentation currency is that of a hyperinflationary economy. The amendments will become effective for annual reporting periods beginning on or after 1 January 2027. Management does not expect the adoption of these amendments to have any impact on the Group’s consolidated financial statements.
• On 27 May 2026, the IASB issued IFRS 20 “Regulatory Assets and Regulatory Liabilities”. IFRS 20 will replace IFRS 14 Regulatory Deferral Accounts and will become effective for annual reporting periods beginning on or after 1 January 2029, with earlier appl ication permitted.
Management does not expect the adoption of this standard to have a significant impact on the Group’s consolidated financial statements.
• On 27 June 2026, the IASB issued “Amendments to the Fair Value Option for Investments in Associates and Joint Ventures (Amendments to IAS 28)”, which clarify which entities are eligible to measure investments in associates and joint ventures using the fair value option under IAS 28.
The amendments will apply concurrently with the adoption of IFRS 18 and therefore for annual reporting periods beginning on or after 1 January 2027. Management does not expect the adoption of these amendments to have a significant impact on the Group’s consolidated financial statements. In preparing these condensed interim consolidated financial statements, the G roup applied the same accounting policies as those adopted in drafting the consolidated financial statements at 31 December 202 5, to which reference should be made, with the exception of that set out in the following paragraph with regard to new standards .
CAREL INDUSTRIES Group 2026 Interim Financial R eport 23
TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS
AND TRANSACTIONS
The main exchange rates (against €1) used to translate the foreign currency financial statements at 30 June 2026 , 31 December 2025 and 30 June 2025 are set out below :
Currencies Average rate Average rate Closing Rate Closing Rate First half 202 6 First half 202 5 30.06.202 6 31.12.202 5 Pound sterling 0.867 0.842 0.862 0.873 Hong Kong dollar 9.127 8.517 8.935 9.146 Brazilian real 6.013 6.291 5.900 6.436 US dollar 1.167 1.093 1.139 1.175 Australian dollar 1.661 1.723 1.654 1.758 Chinese renminbi (yuan) 8.007 7.924 7.731 8.226 Indian rupee 108.594 94.069 107.857 105.597 South African rand 19.140 20.082 18.654 19.444 Russian ruble * 89.103 94.501 88.647 92.094 South Korean won 1.730 .659 1.556 .502 1.767 .080 1.696 .940 Mexican peso 20.375 21.804 19.903 21.118 Swedish krona 10.790 11.096 11.094 10.822 Japanese yen 184.459 162.120 185.080 184.090 Polish zloty 4.242 4.231 4.296 4.221 Thai baht 37.433 36.616 37.862 37.218 UAE dirham 4.284 4.013 4.184 4.315 Singapore dollar 1.491 1.446 1.475 1.511 Norwegian krone 11.171 11.661 11.311 11.843 Swiss franc 0.918 0.941 0.922 0.931 Ukrainian hryvnia 51.066 45.484 51.033 49.795 Canadian dollar 1.607 1.540 1.622 1.609 Turkish lira 52.066 41.091 53.164 50.484 New Zealand dollar 1.987 1.883 2.014 2.038 Kazakhstani tenge 567.709 559.345 550.190 592.330 Danish krona 7.472 7.461 7.474 7.469 Czech Koruna 24.313 nd 24.256 nd Hungarian Forint 372.259 nd 356.300 nd
* The average rate for the first half of 202 6 and the closing rate at 30 June 202 6 are those provided by the Central Bank of the Russian Federation.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 24
NOTES TO THE STATEMENT OF FINANCIAL POSITION
[1] PROPERTY, PLANT AND EQUIPMENT
At 30 June 2026, property, plant and equipment amounted to €113,457 thousand compared to €114,66 0 thousand at 31 December 2025 . The following table provides a breakdown of the caption and the changes of the period.
CHANGES OF THE PERIOD
(€’000 ) Land and buildings Plant and machinery Industrial and
commercial
equipment Other items of
property, plant
and equipment Assets under
construction and
payments on
account Total
Balance at 31 December 2025 57,372 28,763 15,040 11,246 2,240 114,660
- Historical Cost 46,127 70,356 70,194 26,255 2,240 215,169
- Historical Cost right-of-use assets 43,616 45 295 7,071 51,027
- Accumulated Depreciation (13,330) (41,601) (55,315) (18,747) - (128,992)
- Accumulated Depreciation right-of-use assets (19,041) (36) (134) (3,332) (22,543) Changes in 2026
- Investments 214 1,557 1,276 705 1,415 5,167
- Investments in right of u se assets 3,888 - 81 1,112 - 5,080
- Business combination at cost - - 16 34 - 50
- Reclassification (historical cost) 19 1,014 497 1 (1,670) (138)
- Impairment losses - - (266) - - (266)
- Sales (historical cost) - (691) (734) (631) (14) (2,071)
- Sales - Right -of-use assets (historical cost) (922) - (4) (641) - (1,568)
- Exchange differences on historical cost 711 478 1,103 188 24 2,503
- Exchange differences on accumulated depreciation (165) (263) (638) (110) - (1,175)
- Exchange differences on right-of-use assets 116 0 - 17 - 133
- Depreciation (934) (2,613) (3,046) (1,190) - (7,783)
- Depreciation of right -of-
use assets (3,383) (7) (25) (972) - (4,387)
- Business combinations (accumulated depreciation) - - (13) (29) - (43)
- Reclassifications
(accumulated depreciation) 26 - 7 - - 33
- Restatement of right -of-
use assets (252) - - (105) - (356)
- Sales (accumulated depreciation) - 701 707 644 - 2,051
- Sales - Right -of-use
assets (accumulated
depreciation) 921 - 4 642 - 1,567 Total 239 174 (1,036) (336) (245) (1,203) Balances at 30 June 2026 57,611 28,937 14,004 10,910 1,995 113,457 of which :
- Historical Cost 47,072 72,713 72,086 26,551 1,995 220,414
- Historical Cost right of use assets 46,445 46 372 7,454 - 54,316
CAREL INDUSTRIES Group 2026 Interim Financial R eport 25 (€’000 ) Land and buildings Plant and machinery Industrial and
commercial
equipment Other items of
property, plant
and equipment Assets under
construction and
payments on
account Total
- Accumulated depreciation (14,403) (43,777) (58,299) (19,432) - (135,910)
- Accumulated depreciation right of use assets (21,503) (44) (155) (3,662) - (25,363) The industrial investments made in the first half of 2026 were mainly focused to the installation of equipment of new product lines and increase production capacity in Italy, Croatia and United States .
The Group did not capitalise borrowing costs, in line with previous years.
[2] INTANGIBLE ASSETS
At 30 June 202 6, this caption amounted to €363 ,726 thousand compared to €366, 398 thousand at the end of 202 5. The following table presents changes in these assets :
CHANGES OF THE PERIOD
(€’000 ) Development
expenditure Trademarks,
industrial
patents and
software
licences Goodwill Other assets Assets under
development and
payments on
account Total
Balances at 31 December 2025 7,343 21,281 242,287 89,477 6,009 366,398
- Historical cost 35,663 59,079 242,287 127,384 6,009 470,423
- Accumulated amortisation (28,320) (37,799) - (37,907) - (104,025)
Movements 2026
- Investments 1,112 1,512 - 4 1,702 4,330
- Business combinations (historical cost ) 2 11 66 - - 79
- Reclassifications
(historical cost) 2,093 70 - - (2,060) 104
- Sales (historical cost) - - - - (8) (8)
- Exchange differences on historical cost 632 203 854 578 61 2,328
- Exchange differences on accumulated amortisation (271) (93) (164) - (528)
- Amortisation (1,379) (2,822) - (4,768) - (8,969)
- Business combinations (accumulated amortisation) (0) (10) - - - (11)
- Reclassifications
(accumulated amortisation) - 4 - - - 4 Total 2,189 (1,125) 920 (4,350) (304) (2,670) Balance at 30 June 202 6 9,531 20,155 243,207 85,127 5,705 363,726 of which :
- Historical cost 39,502 60,875 243,207 127,966 5,705 477,255
- Accumulated amortisation (29,969) (40,720) - (42,838) - (113,528)
Investments amounted to €4,330 thousand were mainly performed at the Parent Company and Kiona.
They relate to the capitalization of software and development projects, some of which have already been completed and others which are still in progress.
Amortisation amounted to €8, 969 thousand, of which €5, 673 thousand refers to the allocation of purchases price of the companies acquired in previous years .
With regard to the recoverability of the value of goodwill recorded in the consolidated financial statements as of 30 June 202 6, the Directors assessed the factors that may require an impairment test to be
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 26 performed. The analysis did not reveal any factors that would require an impairment test to be performed also considering the presence of productions plants owned by the Group and located in the US.
[3] EQUITY- ACCOUNTED INVESTMENTS
At 30 June 2026 , this caption amounts to €7 ,070 thousand, compared to €6 ,223 thousand at 31 December 202 5. The increase is due to the revaluation of the investment in Free Polska s.p.z.o.o. for €946 thousand.
[4] OTHER NON- CURRENT ASSETS
At 30 June 202 6, these amount to €4 ,006 thousand, compared to €3 ,862 thousand at 31 December 202 5.
They mainly refer to the payment of taxes on the amounts allocated to intangible assets and goodwill arising from the allocations of the acquisition price of Enginia, Recuperator and HygroMatik, totalling €3,058 thousand.
The residual balance of this caption mainly relates to guarantee deposits.
[5] DEFERRED TAX ASSETS
At 30 June 202 6, deferred tax assets amount to €15 ,137 thousand compared to €12, 794 thousand at 31 December 202 5. The Group has recognised deferred tax assets and liabilities on temporary differences between the carrying amount of assets and liabilities and their tax base.
CURRENT ASSETS
[6] TRADE RECEIVABLES
At 30 June 2026 , this caption amounts to €141,378 thousand compared to €111, 745 thousand at 31 December 2025 . It may be analysed as follows :
(€’000 ) 30.06.2026 31.12.202 5 Gross trade receivables 145,183 115,139 Loss allowance (3,806) (3,395) Trade receivables 141,378 111,745 The next table breaks down gross trade receivables by geographical segment :
(€’000 ) 30.06.2026 31.12.202 5 Europe, Middle East and Africa 89,786 76,622
APAC 20,901 15,662
North America 29,386 20,112 South America 5,110 2,744 Total 145,183 115,139 The Group does not usually charge default interest on past due receivables. A breakdown of the receivables that are not yet due and/or are past due with the relevant loss allowance is as follows:
(€’000 ) 30.06.202 6 31.12.2025 Trade Receivables Loss Allowance Trade Receivables Loss Allowance Not yet due 129,780 (2,634) 103,793 (2,359) Past due < 6 months 12,969 (514) 9.913 (395) Past due > 6 months 739 (136) 798 (253) Past due > 12 months 1,695 (521) 635 (388) Total 145,183 (3,806) 115,139 (3,395) The Group’s receivables are not particularly concentrated. It does not have customers that individually account for more than 7. 5% of the total receivables.
CAREL INDUSTRIES Group 2026 Interim Financial R eport 27 The loss allowance comprises management’s estimates about credit losses on receivables from end customers and the sales network. It recognises the resulting impairment losses in Other expenses, net .
[7] INVENTORIES
At 30 June 2026 , this caption amounts to €102, 429 thousand compared to €88, 536 thousand at 31 December 2025 . It may be analysed as follows :
(€’000 ) 30.06.2026 31.12.202 5 Raw materials 67,392 59,517 Allowance for inventory write -down (11,616) (12,991) Semi -finished products and work in progress 8,570 5,864 Finished goods 54,424 49,411 Allowance for inventory write -down (16,588) (13,514) Payments on account 248 249 Total 102,429 88,536 The Group recognized an allowance for inventory write- down to cover the difference between the cost and estimated realizable value of obsolete raw materials and finished goods. The accrual was recognized in the statement of profit or loss caption Costs of raw materials, consumables and goods and change in inventories .
[8] CURRENT TAX ASSETS
This caption includes direct tax assets which amounted to € 4,460 thousand at 30 June 2026 compared to €3,054 thousand at 31 December 2025 .
[9] OTHER CURRENT ASSETS
At 30 June 202 6, this caption amounts to € 21,669 thousand compared to €16, 972 thousand at 31 December 2025 . It may be analysed as follows :
(€’000 ) 30.06.2026 31.12.202 5 Payments on account to suppliers 2,240 1,143 Other tax assets 2,122 3,053 VAT assets 5,007 2,819 Prepayments and accrued income 10,535 8,351 Other 1,764 1,606 Total 21,669 16,972
[10] CURRENT FINANCIAL ASSETS
At 30 June 202 6, this caption amounts to € 14,536 thousand compared to €21.913 thousand at 31 December 2025 . It may be analysed as follows :
(€’000 ) 30.06.2026 31.12.202 5 Available -for-sale securities 3,000 3,000 Derivatives - 42 Other financial assets 653 85 Deposit accounts 10,884 18,786 Total 14,536 21,913 Available -for-sale securities refer to investments, with major counterparties, aimed at managing part of the Group’s liquidity. The objective of these financial assets is the collection of contractual cash flows comprising payments of principal and interest at fixed rates at specific maturities or the sales of the assets.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 28 The derivatives are forwards and currency options agreed to hedge commercial transactions but which do not qualify for hedge accounting. Fair value gains and losses are recognised in profit or loss. More information is available in the paragraph on financial instruments in note [35 ] Other information.
[11] CASH AND CASH EQUIVALENTS
At 30 June 2026 , this caption amounts to € 111,758 thousand, compared to €121, 850 thousand at 31 December 2025 . The caption includes € 14,311 thousands related to short -term time deposits held as a temporary liquidity investment.
Reference should be made to the Statement of C ash Flows for details of changes in the G roup’s cash and cash equivalents and to the directors’ report for the geographical breakdown.
(€’000 ) 30.06.202 6 31.12.202 5 Current accounts and post office deposits 111,709 121,813 Cash 49 37 Total 111,758 121,850 Current accounts and post office deposits are short -term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to immaterial currency risk.
At 30 June 202 6, the G roup’s current account credit balances were not pledged in any way .
EQUITY AND LIABILITIES
[12] EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT
The Parent’s fully paid- up and subscribed share capital consists of 112, 499,205 shares without nominal amount for a total of € 11,249,921.
Equity may be analysed as follows :
(€’000 ) 30.06.2026 31.12.2025 Share capital 11,250 11,250 Legal reserve 2,250 2,250 Translation reserve (7,248) (13,081) Hedging reserve 0 20 Other reserves 232,437 209,838 Retained earnings 222,474 193,324 Profit for the period/year 45,683 73,642 Total 506,845 477,243 The hedging reserve includes the fair value gains and losses on interest rate hedges.
A resolution to distribute a dividend of €0.1 95 per share, totalling €21, 936 thousand, was made on 22 April 2026 .
The number of shares still in the portfolio as at 30 June 2025 was 6,355.
As at 30 June 2026 , the Parent Company had no performance share plan in place.
As at 30 June 202 6, the average weighted number of ordinary shares outstanding amounted to 112,492,850.
The earnings per share were therefore as follows :
(€’000) 30.06.202 6 30.06.202 5 Number of shares (in thousands) 112,493 112,493 Profit for the period (in thousands of Euros) 45,683 26,490 Earnings per share (in Euros) 0.41 0.24
CAREL INDUSTRIES Group 2026 Interim Financial R eport 29
[13] EQUITY ATTRIBUTABLE TO NON- CONTROLLING INTERESTS
At 30 June 202 6, this caption amounts to €5 ,803 thousand compared to €5 ,702 thousand at 31 December 2025 and comprises the non- controlling interests in Carel Thailand Co. Ltd (20%), Arion S.r.l. (30%) , and in Kiona Group (17. 21%).
(€’000 ) 30.06.2026 Profit for the period Other
comprehensive
expense Dividends
distributed Acquisition
of non -
controlling
interests 31.12.202 5 Equity attributable to non -controlling interests 5,803 315 (69) (41) (104) 5,702
[14] CURRENT AND NON- CURRENT FINANCIAL LIABILITIES
These captions may be analysed as follows :
(€’000 ) 30.06.2026 31.12.202 5 Bank loans and borrowings at amortised cost 17,643 234 Amounts due to bondholders 59,644 59,602 Lease liabilities 23,490 23,083 Effective hedging derivatives 0 -
Other loans and borrowings at amortised cost 132 68 Other financial liabilities 0 440 Non-current financial liabilities 100,910 83,427
(€’000 ) 30.06.2026 31.12.202 5 Bank loans at amortised cost 9,411 34,133 Lease liabilities 7,401 6,855 Amounts due to bondholders 371 367 Bank borrowings at amortised cost 47 167 Derivatives held for trading at fair value through profit or loss 6 36 Other loans and borrowings at amortised cost 109 209 Other financial liabilities 987 139 Current financial liabilities 18,333 41,904 Amounts due to bondholders refer to the issue and placement of non- convertible bonds subscribed by funds managed by Prudential Insurance Company of America (“Pricoa”). They are guaranteed by the Parent and certain subsidiaries .
The bonds are unrated and will not be listed on regulated markets. Compliance with the following covenants is checked every six months:
• net financial debt / gross operating profit (loss) (*) < 3.5;
• net financial debt / equity < 1.5;
• gross operating profit (loss) / net financial expense > 5.
(*) calculated on annual figures (12 months rolling).
At 30 June 202 6 such covenants were complied with.
Other current financial liabilities include part of the dividends approved but not yet paid by the P arent Company .
Lease liabilities refer to the lease liabilities recognised following the adoption of IFRS 16. The derivatives included under current financial liabilities are forwards and currency options agreed to hedge commercial transactions but which do not qualify for hedge accounting. More information is
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 30 available in the paragraph on financial instruments in note [35] Other information. The effective designated derivative hedges include the fair value of IRS agreed to hedge interest rate risk.
The following tables show changes in current and non- current financial liabilities:
NON CURRENT LIABILITIES
(€’000 ) 30.06.202 6 Net cash flows Fair value
gains or
losses Reclassification Non
monetary
differences Exchange
difference 31.12.202 5 Bank loans 17,643 17,485 - (76) - - 234 Amounts due to bondholders 59,644 - - - 42 - 59,602 Derivatives - - - - - - -
Other loans and borrowings at amortised cost 132 65 - - - - 68 Other loans and borrowings - - - (440) - - 440 Non financial liabilities net of lease liabilities 77,420 17,550 - (516) 42 - 60,344
CURRENT LIABILTIES
(€’000 ) 30.06.202 6 Net cash flows Fair value
gains or
losses Reclassification Change in
consolidation
scope Exchange
differences 31.12.202 5 Bank loans and borrowings at amortised cost 9,411 (24,792) - 76 - (6) 34,133 Amounts due to bondholders 371 5 - - - - 367 Short terms banks borrowing 47 (119) - - - - 167 Other loans and borrowings at amortised cost 109 (99) - 0 - - 209 Effective hedging derivatives 6 6 (36) - - - 36 Other financial liabilities 987 407 - 440 - 1 139 Current financial liabilities net o f lease liabilities 10,932 (24,592) (36) 516 - (5) 35,049 It should be noted that the 'Net Cash Flow' column represents the algebraic sum of inflows and repayments of financial liabilities that occurred during the period.
A breakdown of net financial debt calculated in accordance with ESMA guideline no. 32- 382-1138 of 4 March 2021 is provided below :
NET FINANCIAL DEBTS
(€’000 ) 30.06.2026 31.12.202 5
A Cash 111,758 121,850 B Cash equivalents 0 -
C Other current financial assets 14,536 21,913 D Cash and cash equivalents (A+ B + C) 126,295 143,763 E Current loans and borrowings 1,411 708 F Current portion of non -current loans and borrowings 16,922 41,196 G Trade payables and other current liabilities 0 17,540 H Current financial debt (E + F + G) 18,333 59,444 I Current net financial position (H - D) (107,962) (84,319) J Non-current loans and borrowings 41,265 23,825 K Debt instruments 59,644 59,602 L Trade payables and other non -current liabilities - -
M Non-current financial debt (J + K + L) 100,910 83,427 N Net financial debt ( I + M) (7,052) (892)
CAREL INDUSTRIES Group 2026 Interim Financial R eport 31 As also required by Consob warning no. 5/21 of 29 April 2021, it is noted that the G roup has recognised a liability subject to conditions related to the option for the non- controlling interests in Kiona for an amount of €50,330 thousand.
In compliance with such notice, it is noted that the G roup recognised accruals for defined benefit plans of €7,008 thousand (note 16) and provisions for risks and charges of € 10,984 thousand (note 15) .
[15] PROVISIONS FOR RISKS
At 30 June 2026 , provisions amount to € 10,984 thousand compared to €8 ,234 thousand at 31 December 2025 , as follows :
(€’000 ) 30.06.2026 31.12.202 5 Provision for agents’ termination benefits 216 487 Provision for commercial complaints 2,219 170 Provision for product warranties 891 1,675 Other provisions 2,180 2,863 Total - non-current 5,507 5,195 Provision for product warranties 863 411 Provision for commercial complaints 4,562 2,556 Other provisions 52 71 Total - current 5,477 3,038 Total 10,984 8,234 The provisions for product warranties and commercial complaints were set up to cover liabilities arising on product defects which entail the repair or replacement of the defective parts or payment of a cash compensation to the customer. The Directors estimated the provisions based on available information and past experience.
[16] DEFINED BENEFIT PLANS
This caption mainly consists of the Group’s liability for post -employment benefits ; post-term of office benefits for directors was paid during the first half 2025 . Post-employment benefits qualify as defined benefit plans pursuant to IAS 19 and the related liabilit y are calculated by an independent actuary. The remainder of the caption comprises employee benefits recognised by the foreign group companies which are immaterial both individually and collectively .
[17] DEFERRED TAX LIABILITIES
At 30 June 2026 , deferred tax liabilities amount to €23, 662 thousand, compared to €24, 573 thousand at 31 December 2025 . They mainly refer to the deferred taxes on the allocation of the gains arising upon the first- time consolidation of the companies acquired in prior years .
[18] OTHER NON- CURRENT LIABILITIES
This caption amounts to €1 ,713 thousand; the change compared with 31 December 2025 mainly relates to the reclassification to current liabilities of the liability arising from the combined put and call options on the non- controlling interest in the acquired company Kiona, amounting to € 50,330 thousand.
[19] TRADE PAYABLES
At 30 June 2026 , trade payables amount to €97, 281 thousand, compared to €79, 678 thousand at 31 December 2025 . They included payables for materials and services.
Trade payables arise as a result of the different payment terms negotiated with the G roup’s suppliers, which differ from country to country .
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 32
[20] TAX LIABILITIES
At 30 June 202 6, this caption amounts to € 8,624 thousand compared to €4 ,450 thousand at 31 December 2025 . It entirely consists of direct income tax liabilities. The change during the period was mainly related to the calculation of current taxes for the period in accordance with IAS 34.
[21] OTHER CURRENT LIABILITIES
Other current liabilities are broken down in the following table:
(€’000 ) 30.06.2026 31.12.202 5 Social security contributions 7,413 8,237 Tax withholdings 2,368 2,982 Other current tax liabilities 492 584 VAT liabilities 4,161 3,542 Wages and salaries, bonuses and holiday pay 26,767 28,646 Other 26,936 23,293 Current liabilities on put options 50,330 17,541 Total 118,467 84,825
The caption mostly includes personnel -related liabilities (wages and salaries, tax withholdings and social security contributions) and tax liabilities, specifically VAT liabilities .
The caption Current liabilities on put options refers to the liability arising from the combined put and call options on the non- controlling interest in Kiona, which was previously classified under other non- current liabilities. The liability recognised as of 31 December 2025 in relation to the Senva earn- out was settled during the six -month period for a total amount of € 17,367 thousand.
NOTES TO THE STATEMENT OF PROFIT OR LOSS
[22] REVENUE
Revenue amounts to €370 ,124 thousand, compared to € 306,177 thousand for the corresponding period of 2025 (+20.9%). It is shown net of discounts and allowances .
Revenue generated by services amounts to €23, 515 thousand, compared to €21, 405 thousand for the first half of 2025 . A breakdown of revenue by market is as follows:
(€’000 ) First half of 202 5 First half of 2024 Variation %
HVAC 265,825 219,650 21.0%
REF 103,407 86,118 20.1%
Total Core Revenue 369,232 305,768 20.8% Non-Core Revenue 892 409 >100% Total Revenue 370,124 306,177 20.9% There are no G roup entities that individually contribute more than 7.5 % to the G roup’s revenue.
A breakdown of revenue by geographical segment is as follows:
(€’000 ) First half of 202 6 First half of 202 5 Variation % Europa, Middle Est and Africa 225,091 201,142 11.9%
APAC 50,846 39,493 28.7%
Nord America 86,156 59,019 46.0% Sud America 8,032 6,523 23.1% Total Revenue 370,124 306,177 20.9% Reference should be made to the D irectors’ report for an analysis of trends in revenue.
CAREL INDUSTRIES Group 2026 Interim Financial R eport 33
[23] OTHER REVENUE
Other revenue amounts to €3 ,897 thousand, a n increase on the € 2,382 thousand balance for the corresponding period of 2025 . The caption may be broken down as follows:
(€’000 ) First half of 202 6 First half of 202 5 Variation % Grants related to income 294 120 >100% Sundry cost recoveries 2,361 1,707 38.3% Other revenue and income 1,242 555 >100% Total 3,897 2,382 63.6% Sundry cost recoveries mostly refer to transport and other costs.
Other revenue and income principally comprise amounts charged to suppliers and customers.
[24] COSTS OF RAW MATERIALS, CONSUMABLES AND GOODS AND CHANGES IN
INVENTORIES
This caption amounts to € 143,749 thousand, compared to €119.513 thousand in the first half of 2025 . A breakdown of the caption is as follows :
(€’000 ) First half of 202 6 First half of 202 5 Variation % Costs of raw materials, consumables and goods and changes in inventories (143,749) (119,513) 20.3% % of revenue (38.8%) (39.0%) (0.5%)
[25] SERVICES COSTS
The Group incurred costs of €49, 522 thousand for services in the first half of 2025 in line with the previous period. A breakdown of the caption is as follows:
(in thousand ) First half of 202 6 First half of 202 5 Variation % Transport (11,252) (8,820) 27.6% Consultancies (7,271) (6,722) 8.2% Business trips and travel s (2,972) (2,753) 8.0% Use of third party assets (1,628) (1,564) 4.1% Maintenance and repair (8,045) (6,860) 17.3% Marketing and advertising (2,069) (1,556) 33.0% Outsourcing (1,374) (1,085) 26.6% Agency commissions (603) (731) (17.5%) Utilities (1,715) (1,680) 2.1% Fees to directors, statutory auditors and independent auditors (1,824) (1,742) 4.7% Insurance (1,492) (1,360) 9.7% Telephone and connections (624) (750) (16.7%) Other services (8,653) (7,268) 19.1% Total (49,522) (42,890) 15.5% Costs for the use of third- party assets include the rental component that does not fall within the scope of IFRS 16 as it is a short -term lease, low -value lease, and lease with variable payments.
[26] CAPITALISED DEVELOPMENT EXPENDITURE
This caption amount ed to €2,283 thousand, compared to €2 ,432 thousand in the first half of 2025 . It is entirely related to development projects capitalised under intangible assets. The Group sustained development expenditure of €18, 381 thousand and €17, 592 thousand in the first half of 2026 and 202 5 respectively (4.97% as a percentage of revenue for the first half of 2026 ). Of these costs, only the amounts described above meet the requirements for recognition as fixed assets.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 34
[27] PERSONNEL EXPENSE
This caption amounts to € 95,835 thousand for the first half of 2026 compared to € 86,257 thousand for the corresponding period of the previous year. A breakdown of this caption and of the workforce by employee category is as follows :
(€’000 ) First half of 202 6 First half of 202 5 Variation % Wages and salaries, including bonuses and accruals (75,161) (67,741) 11.0% Social security contributions (16,249) (14,889) 9.1% Defined benefit plans (2,040) (1,653) 23.4% Other costs (2,384) (1,975) 20.7% Total (95,835) (86,257) 11.1%
First half of 202 6 First half of 202 5 Managers 82 76 White collars 1,672 1,627 Blue collars 1,024 913 Total 2,778 2,616
[28] OTHER EXPENSE, NET
This caption amount ed to €4,054 thousand for the first half of 2026 , compared to €4 ,048 thousand for the corresponding period of the previous year. It may be broken down as follows :
(€’000 ) First half of 202 6 First half of 202 5 Variation % Gains on the sale of non -current assets 177 40 >100% Prior year income 788 1,344 (41.4%) Other income 184 116 58.4% Release of provisions for r isks 380 - >100% Other income 1,529 1,500 1.9% Losses on the sale of non -current assets (25) (52) (53.1%) Prior year expense s (32) (2,550) (98.7%) Other taxes and duties (1,063) (1,032) 3.0% Impairment losses on loans and receivables (400) (786) (49.1%) Accrual to the provisions for risks (3,671) (962) >100% Credit losses (58) 6 >100% Other costs (334) (171) 94.9% Other expense s (5,583) (5,548) 0.6% Other expense, net (4,054) (4,04 8) 0.2%
[29] AMORTISATION, DEPRECIATION AND IMPAIRMENT LOSSES
This caption amount ed to €21,406 thousand for the first half of 2026 compared to €21, 513 thousand in the first half of the previous year. The increase is mainly due to higher depreciation and amortisation resulting from investments made in the previous year :
(€’000 ) First half of 202 6 First half of 202 5 Variation % Amortisation (8,969) (9,097) (1.4%) Depreciation (12,170) (12,414) (2.0%) Impairment (267) (1) >100% Total (21,406) (21,513) (0.5%)
[30] NET FINANCIAL EXPENSES
Net financial expense for the first half of 2026 came to €1 ,789 thousand, compared to €2,754 thousand for the corresponding period of 2025 , as follows:
CAREL INDUSTRIES Group 2026 Interim Financial R eport 35
(€’000 ) First half of 202 6 First half of 202 5 Variation % Gains on financial assets 71 146 (51.4%) Interest income 632 778 (18.8%) Gains on derivatives - - >100% Other financial income 345 39 >100% Net fair value gains (losses) on financial assets and liabilities - 13 (100.0%) Dividends received 517 670 (22.8%) Financial income 1,565 1,647 (4.9%) Bank interest expense s (438) (1,185) (63.0%) Lease interest expense s (460) (465) (1.1%) Other interest expense s (989) (858) 15.3% Losses on derivatives - - >100% Other financial expense s (451) (408) 10.4% Interest expense s on call options on non -controlling interests (1,017) (1,484) (31.5%) Financial expense s (3,355) (4,401) (23.8%) Net financial expense (1,789) (2,754) (35.0%) The decrease is mainly due to lower bank interest expenses on loans and lower interest expenses related to liabilities for options on minority interests.
[31] NET EXCHANGE LOSSES
This caption shows net exchange loss of €1,999 thousand for the first half of 2026 compared to a net exchange gain of €492 thousand for the corresponding period of 2025 , as follows :
(€’000 ) First half of 202 6 First half of 202 5 Variation % Exchange losses (7,302) (5,925) 23% Exchange gains 5,303 5,433 (2%) Net exchange losses (1,999) (492) >100% The caption includes foreign exchange losses on the Kiona put and call option liability, amounting to €2,229 thousand (compared with foreign exchange gains of € 222 thousand as of 30 June 2025) .
[32] FAIR VALUE (GAIN) LOSS ON CALL OPTIONS
The caption amounted to a gain of € 944 thousand and relates to the fair value adjustment of 20,096 Kiona shares (representing 0.42% of the total share capital), acquired by the Group in February 2026 for a consideration of €717 thousand.
[33] SHARE OF PROFIT OF EQUITY- ACCOUNTED INVESTEES
The caption refers to the revaluation of the investments in Free Polska for an amount of € 946 thousand.
[34] INCOME TAXES
This caption amounts to € 13,841 thousand for the first half of 2026 , compared to €8 ,018 thousand for the corresponding period of 2025 . Income taxes were calculated based on the average tax expense determined on the basis of the actual annual tax rate in accordance with the provisions of IAS 34.
[35] OTHER INFORMATION
SEGMENT REPORTING
Under IFRS 8, an entity shall disclose information to enable users of its financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 36 environments in which it operates. Based on the G roup’s internal reporting system, the business activities from which it earns revenue and incurs expenses and the operating results which are regularly reviewed by the Chief Operating Decision Maker to make decisions about resources to be allocated and to assess its performance, the G roup has not identified individual operating segments but is an operating segment as a whole.
Financial instruments
The Group is active on international markets and, hence, is exposed to currency and interest rate risks.
Specifically, the currencies generating these risks are the US dollar, the Japanese yen, the Australian dollar and the Chinese renminbi.
The Group has a hedging policy to mitigate the risks, which involves the use of derivatives, options and forwards, mostly with maturities of less than one year. Transactions in place at the reporting date involving currency hedging transactions are as follows :
30.06.202 6
Forward Purch ases * Sales * Positive Fair Value ** Negative Fair Value **
THB/EUR - 8,700 (2)
CNY/EUR - 2,300 (4)
Tota l forward - 11.000 - (6)
* Amount in thousands of local currency.
** Amount in thousands of Euros.
Derivatives hedging foreign currency assets and liabilities are recognised at fair value with any gains or losses recognised in profit or loss. They are natural hedges of the related risks, which are recognised pursuant to IFRS 9.
Categories of financial instruments and fair value hierarchy The next table shows the financial assets and liabilities recognised in accordance with IFRS 7, broken down by the categories established by IFRS 9 and their fair value:
30.06.202 6
Fair value
(€’000 ) IFRS 9 category Carrying amount Level 1 Level 2 Level 3 Derivatives FVTPL - n.a. 0 n.a.
Securities at FVTPL FVTPL 3,000 3,000 n.a. n.a.
Other financial assets Financial assets at amortized cost 11,536 n.a. n.a. n.a.
Other current financial assets 14,536 Trade receivables Financial assets at amortized cost 141,378 n.a. n.a. n.a.
Total assets 155,914 including: FVTPL 3,000 Financial assets at amortized cost 152,914
Bank loan and borrowings Financial liabilities at amortized cost 17,643 n.a. n.a. n.a.
Amounts due to bondholders Financial liabilities at amortized cost 59,644 n.a. n.a. n.a.
Other loans and borrowings Financial liabilities at amortized cost 132 n.a. n.a. n.a.
Non current lease liabilities Financial liabilities at amortized cost 23,490 n.a. n.a. n.a.
Other non current lease liabilities Financial liabilities at amortized cost - n.a. n.a. n.a.
Non current liabilities 100,910 Banks borrowings Financial liabilities at amortized cost 47 n.a. n.a. n.a.
Current bank loans Financial liabilities at amortized cost 9,411 n.a. n.a. n.a.
Current lease liabilities Financial liabilities at amortized cost 7,401 n.a. n.a. n.a.
Amounts due to bondholders Financial liabilities at amortized cost 371 n.a. n.a. n.a.
CAREL INDUSTRIES Group 2026 Interim Financial R eport 37
Fair value
(€’000 ) IFRS 9 category Carrying amount Level 1 Level 2 Level 3 Derivatives FVTPL 6 n.a. 6 n.a.
Other loans and borrowings Financial liabilities at amortized cost 109 n.a. n.a. n.a.
Other current financial liabilities Financial liabilities at amortized cost 987 n.a. n.a. n.a.
Current financial liabilities 18,333 Trade payables Financial liabilities at amortized cost 97,281 n.a. n.a. n.a.
Other non current liabilities FVTPL 0 n.a. n.a. 0 Total financial liabilities 216,523 including Financial liabilities at amortized cost 216,517
FVTPL 6
Related party transactions During the period, the G roup carried out commercial transactions with related parties as follows :
TRANSACTIONS AT 30.06.2026
(€’000 ) Trade
Receivables Loan
Assets Trade
Payables Financial
Liabilities Revenues Financial Income Costs Financial
Expenses
Free Polska s.p.z.o.o. - 517 (1.883) - 163 517 (4.981) -
Total Associates
parties - 517 (1.883) - 163 517 (4.981) -
RN Real Estate Srl 2 - (526) (12.039) 3 - - (96) Carel Real Estate Adratic d.o.o. 2 - (25) (1.227) - - (5) (24) Bridgport Spa - - (429) 12 - (883) -
Leonardo Srl 60 - - (358) - - - (7) Byggteknikk Prosjekt AS - - (2) (907) - - (58) (38) Nastrificio Victor SpA - - (85) - - (174) -
Altre 26 - (142) (80) 1 - (430) (4) Total other related parties 90 - (1.209) (14.611) 16 - (1.550) (168) Total 90 517 (3,091) (14,611 ) 179 517 (6,531 ) (168) All the related party transactions take place on an arm’s length basis.
The figures in the above table are calculated in accordance with IFRS 16. The rent paid to RN Real Estate S.r.l. and Carel Real Estate Adriatic d.o.o. during the period amount respectively to € 803 thousand and €148 thousand.
List of investees included in the condensed interim consolidated financial statements and
other investees
The following table shows the investees directly and indirectly controlled by the Parent as well as all the legally -required disclosures necessary to prepare the condensed interim consolidated financial
statements :
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 38
Share
Capital/quot
a at Share
Capital/quota
at Investment %Profit for the
period
30.06.2026Profit for the
period
31.12.2025
31.12.2025 30.06.2026 30.06.2026 Share/quota holder EURO EURO
Parent:
Carel Industries S.p.ABrugine (Padova)Italy Eur o 11.249.921 11.249.921 34.451.231 41.360.739
Consolidated investees:
C.R.C. S.r.l. Bologna Italy Eur o 98.800 98.800 100% Carel Industries S.p.A. line by line 1.837.174 1.890.669 Carel Deutschland Gmbh Frankfurt Germany Eur o 25.565 25.565 100% Carel Industries S.p.A. line by line 250.722 1.666.475 Carel France Sas St. Priest, Rhone France Eur o 100.000 100.000 100% Carel Industries S.p.A. line by line 755.540 862.348 Carel U.K. Ltd London GBPound Sterling 350.000 350.000 100% Carel Industries S.p.A. line by line 399.426 924.805 55,84 Carel Industries S.p.A.
44,16Carel Electronic Suzhou Ltd Carel Usa Inc Pennsylvania USA Us Dollar 5.000.000 5.000.000 100% Carel Industries S.p.A. line by line 13.079.571 12.676.818 Carel Asia Ltd Hong Kong Honk KongHong Kong Dollar 15.900.000 15.900.000 100% Carel Industries S.p.A. line by line 601.288 1.069.443 Carel HVAC&R Korea Ltd Seul South KoreaSouth
Korean
Won 550.500.000 550.500.000 100%Carel Electronic Suzhou Ltdline by line 277.089 106.808 Carel South East Asia Pte. Ltd. Singapore SingaporeSingapore dollar 100.000 100.000 100% Carel Asia Ltd line by line 39.314 80.782 Carel Australia PTY Ltd Sydney AustraliaAustralian Dollar 100 100 100%Carel Electronic Suzhou Ltdline by line 202.695 386.153 Carel Electronic Suzhou Ltd SuzhouPeople’s
Republic of
ChinaRenminbi 87.355.716 87.355.716 100% Carel Industries S.p.A. line by line 9.164.999 14.798.381 Carel Controls Iberica SI Barcelona Spain Eur o 3.005 3.005 100% Carel Industries S.p.A. line by line 802.020 1.187.846 Carel Controls South Africa (Pty) Ltd Johannesburg South Africa Rand 4.000.000 4.000.000 100%Carel Electronic Suzhou Ltdline by line 254.847 727.958 0,01% Carel France Sas 99,99%Carel Electronic Suzhou Ltd 99% Carel Industries S.p.A. (211.747) (359.537) 1%Carel France Sas Carel Nordic AB Hoganas Sw edenSw edish Krona 550.000 550.000 100% Carel Industries S.p.A. line by line (39.175) 357.391 Carel Middle East Dubai Dubai Dirham 4.333.877 4.333.877 100% Carel Industries S.p.A. line by line 273.507 280.448 Carel Mexicana, S. DE R.L. DE C.V. Guerra, Tlalpan Mex ic o Pes o 16.333.296 16.333.296 100% Carel Usa LCC line by line 198.376 48.802 Carel Adriatic D.o.o. Rijeka CroatiaHRK 2022 EUR 2023 7.246.665 7.246.665 100% Carel Industries S.p.A. line by line 2.678.010 7.006.667 50%Carel Electronic Suzhou Ltd 30% Carel Australia PTY Ltd 55% Carel Industries S.p.A. 2.613.833 443.483 45%CFM Sogutma Ve
Otomasyon
Carel Japan Tokyo Japan Yen 60.000.000 60.000.000 100% Carel Industries S.p.A. line by line 110.147 91.452 Recuperator Rescaldina (MI) Italy Eur o 500.000 500.000 100% Carel Industries S.p.A. line by line (443.247) 355.920 Hygromatik G.m.b.H. Hamburg Germany Eur o 639.115 639.115 100% Carel Industries S.p.A. line by line 2.450.887 4.372.453 Carel Ukraine LLC Kiev Ukraine UA H 700.000 700.000 100% Alfaco Polska Zoo line by line (4.453) 166.296 Enersol Beloeil Canada CA D 100 100 100% Carel Usa Inc line by line 44.959 (189.219) CFM Sogutma Ve Otomasyon Iz mir Turkey EUR 2.473 2.473 100% Carel Industries S.p.A. line by line 1.297.072 2.549.363
Enginia SrlTrezzo
Sull'Adda (MI)Italy EUR 10.400 10.400 100% Recuperator S.p.A. line by line (314.207) 70.990 Arion S.r.l. Bolgare (BG) Italy Eur o 100.000 100.000 70% Carel Industries S.p.A. line by line 278.423 280.784 Sauber S.r.l. Mantova (MN) Italia EUR 100.000 100.000 100% Carel Industries S.p.A. line by line (271.232) (106.453) Klingenburg GmbH Gladbeck Germany EUR 38.400 38.400 100% Carel Industries S.p.A. line by line 1.753.334 (5.117.866) Klingenburg Usa LLC RA LEIGH USA USD n.a. n.a. n.a. n.a. line by line - -
Klingenburg Uk Ltd Folkestone GB GBP 100 100 100% Klingenburg GmbH line by line 270.332 691.574 Klingenburg Iberica Slu Madrid Spain EUR n.a. n.a. n.a. n.a. line by line - -
Klingenburg International Sp. z o.o. Świdnica Poland PLN 50.000 50.000 100% Klingenburg GmbH line by line (669.621) (663.848) Senva Inc. Oregon USA USD - - 100% Carel Usa Inc line by line 4.247.199 6.070.585 Eurotec Ltd Auckland New Zeland NZD 450.000 450.000 100% Carel Industries S.p.A. line by line (85.292) (148.389) Carel Kazakhstan A lmaty Kazakistan KZT 10.000 10.000 100% Carel Industries S.p.A. line by line (34.249) 205.979 Kiona Holding AS Trondheim Norw ay NOK 666.401 666.401 82,79% Carel Industries S.p.A. line by line (479.012) 4.456.413 Carel System Spzoo Warsaw Poland PLN 3.100.000 3.100.000 100% Carel Industries S.p.A. line by line (26.453) (47.883) Kiona GmbH Berlin Germany EUR 25.000 25.000 100% Kiona Holding AS line by line 368.332 14.234 Kiona A/S - Denmark Copenhagen Denmark DKK 500.000 500.000 100% Kiona Holding AS line by line (49.477) 7.441 Kiona AS Trondheim Norw ay NOK 100.000 100.000 100% Kiona Holding AS line by line 1.426.905 978.766 Kiona LT UAB Kaunas Lithuania EUR 2.500 2.500 100% Kiona Holding AS line by line (16.829) 43.780 Kiona Oy Helsinky Finland EUR 2.500 2.500 100% Kiona Holding AS line by line (112.783) 8.990 Kiona Sárl Givisiez Sw itzerland CHF 20.000 20.000 100% Kiona Holding AS line by line 138.311 9.609 Kiona Sp Zoo Gdansk Poland PLN 500.000 500.000 100% Kiona Holding AS line by line 80.488 15.438 Kiona Sw eden AB Gothenburg Sw eden SEK 200.000 200.000 100% Kiona Holding AS line by line 1.367.488 223.506 Carel Czech & Slovak s.r.o. Praha Czech Republic CZK n.a. - 100% Kiona Holding AS line by line 52.121 n.a.
Alfaco KFT Badapest Hungary HUF n.a. 3.490.000 100% Kiona Holding AS line by line - n.a.Real 31.149.059 R egistered
officeCountry Currency
BrazilConsolidatio
n method
1.838.394
Carel ACR System India (Pvt) Ltd Mumbai India Rupee 1.665.340 1.665.340 line by line 31.149.059 line by line 828.686 261.335 559.859Carel Sud America Instrumentacao Eletronica LtdaSan Paolo Carel RUS Llc St. Petersburg Russia Ruble 6.600.000 Carel (Thailand) Co. Ltd. Bangkok Thailand Baht 16.000.000 245.603 16.000.000 line by line 168.575 6.600.000 line by line 420.000 line by line Alfaco Polska Sp.z.o.o. Wrocław Poland Zloty 420.000
CAREL INDUSTRIES Group 2026 Interim Financial R eport 39
EVENTS AFTER THE REPORTING DATE
On July 10, 2026 CAREL Industries S.p.A. announced the acquisition of 100% of the share capital of Cotes A/S and Tørbåd ApS (collectively “Cotes ”), a leading provider of innovative and energy -efficient adsorption dehumidification solutions . The transaction took place in response to an Enterprise Value of DKK 419 million (Euro 56.1 million) and the closing is expected in the third quarter of 2026.
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 40
STATEMENT ON THE CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS PURSUANT
TO ARTICLE 154-BIS OF LEGISLATIVE DECREE NO.
58/98 AND ARTICLE 81 -TER OF CONSOB REGULATION
NO. 11971 OF 14 MAY 1999 AS SUBSEQUENTLY
AMENDED AND SUPPLEMENTED
1. The undersigned Francesco Nalini, as Chief Executive Officer, and Nicola Biondo, as manager in charge of financial reporting of Carel Industries S.p.A., also considering the provisions of article 154-
bis.3/4 of Legislative decree no. 58 of 24 February 1998, state that the administrative and accounting policie s adopted for the preparation of the condensed interim consolidated financial statements at 30 June 2026 :
– are adequate in relation to the group’s characteristics and – have been effectively applied during the reporting period.
2. There is nothing to report in this respect .
3. Moreover, they state that :
3.1 the condensed interim consolidated financial statements :
a) have been prepared in accordance with the International Financial Reporting Standards endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
b) are consistent with the accounting ledgers and records ;
c) are suitable to give a true and fair view of the financial position, financial performance and cash flows of the issuer and the group of companies included in the consolidation scope.
3.2 The Directors’ report includes a reliable analysis of the key events of the period and their impact on the condensed interim consolidated financial statements, as well as a description of the main risks and uncertainties for the second half of the year and information about significant related party transactions .
Brugine, 4 August 2026
Chief Executive Officer Manager in charge of financial reporting
________________________________ ________________________________
Francesco Nalini Nicola Biondo
CAREL INDUSTRIES Group 2026 Interim Financial R eport 41
INDEPENDENT AUDITORS’ REPORT
CAREL INDUSTRIES Group 202 6 Interim Financial R eport 42