- Consolidated revenues at € 1,800.9 million, -1.1% vs 2024 and +2.0% on a like-for-like basis and with constant exchange rates
- Operating performance higher than in 2024, EBITDA/EBIT slightly up despite the high non-recurring charges recorded by Sogefi
- Return on financial investment portfolio 4%, compared to 7.1% in 2024
- Consolidated net income from continuing operations was € 29.2 million (€ 39.0 million in 2024, thanks to the particularly high returns from financial management
- Consolidated net financial position before IFRS 16, positive at € 220.4 million, an improvement of € 17.8 million, after € 33.3 million dividends to minorities and purchase of treasury shares
- Net financial position of the parent company was positive and € 21.0 million higher at € 362.3 million
- Voluntary Public Tender Offer launched for 50 million shares at a price of € 0.68 per share and for a total consideration of € 34 million
- Proposal to the AGM not to distribute a dividend
Milan, 9 March 2026 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed statutory financial statements and the consolidated accounts of the group as of 31 December 2025 as presented by Chief Executive Officer Monica Mondardini.
Consolidated results
Consolidated revenues for 2025 came in at € 1,800.9 million, 1.1% lower than those of 2024 (€ 1,821.1 million), but 2.0% higher on a like-for-like basis and at constant exchange rates. KOS reported revenues up 2.2% and 4.8% on a like-for-like basis, while Sogefi reported revenues stable at constant exchange rates and down 3.7% at current exchange rates.
The consolidated gross operating margin (EBITDA) for 2025 came in at € 274.1 million (15.2% of revenues), slightly up from € 272.1 million in 2024 (14.9% of revenues), despite the increase in non-recurring charges at Sogefi.
The consolidated operating result (EBIT) came to € 103.7 million, versus € 100.0 million in 2024.
The parent company’s portfolio of financial assets recorded net financial income of € 16.6 million, with a return of 4.0%, compared to € 30.3 million in 2024 and a return of 7.1%; the 2025 return; the 2025 return was negatively impacted by the private equity portfolio, predominantly denominated in US dollars, due to the depreciation of the dollar against the euro.
The net result of continuing operations totaled € 29.2 million (€ 39.0 million in 2024).
Il net result of the Group, including discontinued operations and net of minority interests, came in at € 28.4 million (€ 132.2 million in 2024) of which € 93.2 million related to discontinued operations. It should be remembered that during 2024 Sogefi’s Filtration division was sold, giving rise to significant capital gain, and the sale of the real estate complex in Via dell’Orso 8, Milan by CIR S.p.A. was also completed.
During 2025 the continuing operations generated a free cash flow before IFRS 16 of € 54.1 million versus € 58.0 million in 2024.
At 31 December 2025, the consolidated net financial position before IFRS 16 was positive at € 220.4 million (versus € 202.6 million at 31 December 2024) and consisted of the following:
- A financial surplus for CIR and its financial subsidiary CIR Investimenti of € 362.3 million, up € 21.0 million from € 341.3 million at 31 December 2024;
- The total net debt of the industrial subsidiaries of € 141.9 million, which increased by € 3.2 million compared to 31 December 2024 (€ 138.7 million), after the distribution of dividends of € 42.2 (including CIR’s dividends).
Financial payables for rights of use, as per IFRS 16, totaled € 779.2 million at 31 December 2025 and thus the total consolidated net financial debt amounted to € 558.8 million (€ 615.0 million at 31 December 2024).
The equity of the Group stood at € 799.6 million at 31 December 2025, compared to € 791.2 million at 31 December 2024, posting an increase of € 8.4 million.
KOS
In 2025 KOS reported revenues of € 816.1 million, up 2.2% compared to the previous year and 4.8% on a like-for-like basis (excluding the revenues in the first half of 2024 from the management of the Suzzara hospital, which came to an end in June 2024).
In Italy, the nursing homes (RSAs) reported revenues for € 292.2 million up 5.7% compared to 2024, thanks to the greater number of occupants in the facilities (with an occupancy rate that rose to 94.1%) and a slight increase in fees. Rehabilitation, Psychiatric, non-residential and Acute Care reported an overall increase in revenues of 0.4% on a like-for-like basis, with fees essentially stable.
In Germany, revenues rose by 8.0%, with an occupancy rate of 90.5%, and a substantial increase in fees agreed upon with the relative entities in a context of continuing increases in the labour costs for healthcare workers.
EBIT came to € 80.7 million, equal to 9.9% of revenues, up from € 67.3 million, 8.4% of revenues, in 2024.
Net income came in at € 32.2 million, up from € 20.5 million in 2024.
Free cash flow before IFRS16 was positive at € 35.4 million, an improvement of € 13.8 million compared to the previous year thanks to greater self-financing.
Net debt before IFRS16 stood at € 123.1 million at end 2025, compared to € 129.6 million at 31 December 2024, after development investments and dividends totaling € 28.9 million, of which € 21.2 million to CIR.
Net debt including payables for rights of use at 31 December 2025 totaled € 865.5 million, versus € 902.2 million at 31 December 2024.
Sogefi
Consolidated revenues of the Sogefi Group totaled € 984.8 million vs € 1,022.3 in 2024, decreasing -3.7%; at constant exchange rates revenues were in line with those of 2024. In Europe they declined by 4.9%, due to market weakness, particularly in the Heavy Duty segment, while in the remaining regions, at constant exchange rates, they grew significantly: +6.9% in North America, +5.7% in South America and +4.9% in China.
EBIT, including non-recurring charges of € 24.6 million, came to € 34.5 million compared to € 45.7 million in the previous year; excluding non-recurring charges in both years, the recurring EBIT increased to € 59.1 million, equal to 6% of revenues, versus € 55.3 million in 2024, equal to 5.4% of revenues.
Net income from continuing operations came to € 13.8 million, compared to € 18.0 million in 2024, reflecting the significant impact of non-recurring charges.
The free cash flow of continuing operations before IFRS 16 was a positive € 14.3 million, down from € 29.7 million in 2024. The lower FCF compared to the same period last year was due to non-recurring cash flows reported in 2024 as the settlement of intercompany payables by the Filtration division prior to its disposal.
Net debt before IFRS 16 stood at € 19.2 million at 31 December 2025, compared to net debt of € 9.5 million at 31 December 2024, after dividend payments were made for a total of € 21.1 million, of which € 10.8 million to CIR.
Net debt including payables for rights of use stood at € 56.3 million at end of December 2025, compared to net debt of € 55.0 million at 31 December 2024.
Financial Management
In 2025 the financial markets were characterized by a high level of volatility and a marked weakness of the US currency, which lost approximately 12% against the euro between the end of 2024 and the end of 2025.
The parent company’s portfolio of financial assets, managed mainly by the subsidiary CIR Investimenti, reported net financial income of € 16.6 million, with a return of 4%, compared to € 30.3 million in 2024 with a return of 7.1%. More specifically, the return on “easily convertible assets” (shares, bonds, hedge funds) was 5.1%, amounting to € 17.9 million, while the Private Equity, mostly dollar denominated, suffered a loss of € 1.3 million, -2.2%, caused by the trend of the euro/dollar exchange rate.
ESG Plans and Performance
In 2025 the CIR group reached almost all of the objectives contained in the sustainability plans of the Company and its subsidiaries.
Progress was made in terms of the sustainability of the business and innovation, with KOS continuing to roll out its program to ensure a permanent improvement in the quality of care and service, with an impact on customer satisfaction, and with Sogefi increasing its market share in R&D investment and business acquisition relating to e-mobility products.
Regarding the eco-compatibility of their processes, CIR, Sogefi and KOS increased their recourse to renewable energies; both operating companies have also improved their performance, reducing waste and/or increasing the recycling of the same, and further reducing their energy intensity.
Regarding the management of human resources, the number of hours devoted to personnel training has been increased, action has been taken to guarantee equal treatment in all of the countries in which the group operates and to reduce the frequency of accidents in the workplace, all of which with a positive impact on personnel satisfaction, which is carefully monitored.
Lastly, ESG criteria were applied to management of the financial assets of the CIR parent company.
Significant events that have occurred since 31 December 2025
On 29 January 2026, the subsidiary CIR Investimenti S.p.A. completed the acquisition of the 40.23% stake in KOS S.p.A. held by F2i Healthcare S.p.A., pursuant to the binding agreement signed on 19 November 2025 by the parent company CIR S.p.A.
The completion of the transaction followed the obtaining of the required regulatory authorizations, including those pursuant to the Italian Golden Power and antitrust regulations and the German antitrust rules, as well as the satisfaction of all the conditions precedent.
The consideration for the purchase of the shares amounted to € 220 million and KOS S.p.A. also distributed a pre-closing dividend for a total amount of € 24.9 million, of which € 14.9 million attributable to CIR S.p.A.
The earn-out mechanisms and the anti-embarassment clause remain applicable, according to the terms already communicated by CIR S.p.A. on 19 November 2025.
The transaction was financed using part of the available liquidity of CIR Investimenti S.p.A.
Following the completion of the transaction, CIR S.p.A. and CIR Investimenti S.p.A. hold 100% of the share capital of KOS S.p.A..
Outlook for the year
As far as KOS is concerned, the business has further room for improvement both in Italy and Germany, in terms of occupancy rates and, for Germany, fee adjustments.
As regards nursing homes (RSAs) in Italy, the group aims to consolidate the significant improvement recorded over the last few years and in 2025 in particular. For nursing homes in Germany, the group operates with the objective of improving bed occupancy and adjusting public fees in order to offset inflationary cost increases and progressively improve profitability. As regards the “Rehabilitation, Psychiatric Care and Non-Residential Assistance” sector, the outlook for 2026 depends on the entry into force of the new fee system.
As for the automotive sector in which Sogefi operates, visibility as to the performance of the market in the coming months is severely compromised by the uncertainties characterizing the geopolitical, economic and international trade environment.
The latest S&P Global estimate forecasts that, after the growth of 2025 (+3.7%), world vehicle production will register a slight decline in 2026 (-0.4%), with a marked drop in the first quarter (-4%) and a subsequent recovery; by geography, a further decrease of approximately 2% in production in Europe and NAFTA is forecasted, but also, after the significant growth of 2025, a decline of 1.4% in China. Growth of 7.8% is instead expected in India and 5.8% in South America.
As regards commodity and energy prices, after the favorable trends recorded in 2024 and continuing through 2025 (with the exception of energy), there is a risk of increased volatility linked to the impact of US tariffs on the supply chain and recent developments in the Middle East.
Sogefi, considering the weight of Europe and North America in its business portfolio and current exchange rates, forecasts for 2026 a low/mid-single digit decline in revenues and an Adjusted EBIT margin substantially in line with that recorded in 2025, excluding any non-recurring charges and new events/circumstances that could have a negative impact on the automotive market. In particular, these forecasts are formulated in a context of particular uncertainty about the geopolitical and macroeconomic environment, and a more significant decline in volumes over the next few months than currently forecasted cannot be ruled out.
As regards management of the financial assets of the holding company, the portfolio of financial assets (equal to € 362.3 million at end-December 2025) has decreased by approximately € 206 million following the investment in KOS (including the disbursement for the acquisition of € 220 million, the receipt of the pre-closing dividend of € 14.9 million, and transaction costs); as regards returns, given the continuing uncertainty linked to the geopolitical, macroeconomic and financial environment, high levels of volatility are expected to persist in 2026 and therefore, despite the prudent management approach adopted, write-downs of financial instruments held cannot be ruled out. The diversification of the portfolio and the Company’s financial strength mitigate potential market risks in any case.
Dividend proposal
The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders not to distribute a dividend, in view of the launch today of a Voluntary Public Tender Offer for 50 million treasury shares at a price of € 0.68 per share and for a total consideration of € 34 million. All details relating to the offer are set out in the notice prepared pursuant to Art. 102 of the Finance Consolidation Act (TUF) and published today by CIR.
Shareholders’ Meeting
The Board of Directors has mandated the Chairman to proceed, within the timeframe established in the rules applicable, to call the Annual General Meeting of the Shareholders, in an ordinary and an extraordinary session, at a single calling, for 27 April 2026, establishing that the following proposals, among others, will be submitted:
- To approve the Annual Financial Statements of CIR S.p.A. – Compagnie Industriali Riunite, accompanied by Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the firm of legal auditors;
- After first revoking the existing authorization (for the part not utilized), to renew the authorization of the Board of Directors, for a period of 18 months, to buy back a maximum of 125,000,000 own shares, equal to 13.645% of the share capital, it being understood that, including in the calculation the own shares already owned even through subsidiaries, the number of the shares bought back (and not cancelled) must not in any case exceed 20% of CIR’s share capital;
- to revoke the resolution for the cancellation of CIR treasury shares adopted by the Shareholders’ Meeting in extraordinary session on 28 April 2025;
- To approve a Stock Grant Plan for 2026 aimed at employees of the Company and its subsidiaries, in the terms that will be defined by the Board of Directors and communicated to the market in good time for fulfilment of legal requirements;
- The renewal of the Board of Directors, whose mandate ends with the approval of the financial statements as of 31 December 2025;
- The renewal of the Board of Statutory Auditors, whose mandate ends with the approval of the financial statements as of 31 December 2025.
