Consolidated quarterly financial report for Q4 of 2025

Consolidated quarterly report of the Apator Group for Q4 2025

Financial report

Consolidated quarterly report of the Apator Group for Q4 2025

Page 1 of 67

Toruń, 27 February 2026

The above financial data for the 12-month periods of 2025 and 2024, as well as as at 31 December 2025 and 31 December 2024, have been translated into EUR according to the following principles:

− individual items of the statement of comprehensive income and the statement of cash flows were translated using the exchange rate representing the arithmetic mean of the average EUR exchange rates published by the National Bank of Poland on the last day of each month of the reporting period: from 1 January to 31 December 2025 - 4.2372 EUR/PLN, and from 1 January to 31 December 2024 - 4.3042 EUR/PLN;

− individual items of the statement of financial position were translated using the average EUR exchange rate published by the National Bank of Poland on 31 December 2025 - 4.2267, and on 31 December 2024 - 4.2730.

Table of contents

Selected financial data, including key items of the condensed financial statements (also converted into EUR) 2

1. Consolidated financial statements 4

2. General information 15

3. Summary of financial results 17

4. Information on factors that will affect the future results of the Apator Group 28

5. List of major events 33

6. Additional information 36

7. Total 47

8. Information on the principles adopted in the preparation of the report, in particular, information on changes in the applied accounting principles (policies) 48

9. Appendix: Separate Statement of Apator S.A. 54

1. ‌Consolidated financial statements

   The consolidated and separate financial statements for the fourth quarter of 2025 have been prepared in accordance with the International Accounting Standards (IAS / IFRS) and related interpretations promulgated in the form of regulations of the European Commission and the Ordinance of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent the information required by the laws of a non-member state.

   The interim financial statements (consolidated and separate for parent company) for the fourth quarter ended 31 December 2025 have been prepared in accordance with IAS 34 (Interim Financial Reporting). The interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual report as of 31 December 2024.

   1. Consolidated statement of financial position

      ITEM		as at
      		31 December 2025	31 December 2024 (restated)
      Fixed assets		540,808	497,947
      	Intangible assets	90,309	88,444
      	Goodwill	119,782	120,004
      	Tangible fixed assets	245,639	215,334
      	Right-of-use assets	49,245	47,386
      	Investment property	422	1,019
      	Non-current receivables	3,792	2,367
      	- from other entities	3,792	2,367
      	Other long-term assets	234	210
      	- from other entities	234	210
      	Deferred tax assets	31,385	23,183
      Current assets		499,953	466,624
      	Inventory	252,499	225,460
      	Trade receivables	202,777	185,495
      	- from other entities	202,777	185,495
      	Receivables from corporate income tax	3,588	1,198
      	Receivables from o1ther taxes, customs duties and social insurance	3,972	9,804
      	Other short-term receivables	4,594	8,635
      	- from other entities	4,594	8,635
      	Other short-term financial assets	716	1,155
      	- in other entities	716	1,155
      	Cash	20,425	17,716
      	Other short-term assets	11,382	11,208
      	- from other entities	11,382	11,208
      	Assets classified as held for sale	-	5,953
      TOTAL ASSETS		1 040 761	964,571

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      ITEM		as at
      		31 December 2025	31 December 2024 (restated)
      Equity		651,654	592,502
      Equity attributable to the shareholders of the parent company		649,430	590,290
      	Share capital	3,265	3,265
      	Own shares	(3,522)	(3,522)
      	Other capital	621,168	574,829
      	Capital from the revaluation of a defined benefit plan	230	607
      	Capital from valuation of hedging transactions	(924)	389
      	Exchange rate differences on consolidation	6,049	6,132
      	Undistributed financial result	23,164	8,590
      	- undistributed result from previous years	(55,936)	(55,756)
      	- result for the current period	79,100	73,060
      	- write-downs from current year result	-	(8,714)
      Non-controlling interests		2,224	2,212
      Liabilities		389,107	372,069
      Long-term liabilities and provisions		58,533	63,274
      	Long-term credits and loans	19,697	24,621
      	- from other entities	19,697	24,621
      	Long-term lease liabilities	28,777	28,954
      	Provision for deferred income tax	2,466	2,565
      	Long-term liabilities due to employee benefits	6,077	5,567
      	Other long-term provisions	1,516	1,567
      Short-term liabilities and provisions		330,574	308,795
      	Short-term credits and loans	78,942	90,226
      	- from other entities	78,942	90,226
      	Trade liabilities	108,487	101,768
      	- to related entities	1,060	612
      	- to other entities	107,427	101,156
      	Short-term contract liabilities	10,468	5,940
      	- to other entities	10,468	5,940
      	Liabilities due to corporate income tax	6,261	5,427
      	Liabilities due to other taxes, customs duties, and social insurance	23,286	19,722
      	Other short-term liabilities	25,494	16,853
      	- to other entities	25,494	16,853
      	Short-term lease liabilities	10,923	11,950
      	Short-term liabilities due to employee benefits	23,880	22,854
      	Other short-term provisions	42,833	28,999
      	Liabilities related to assets classified as held for sale	-	5,056
      Total liabilities		1 040 761	964,571

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      Information on changes in contingent liabilities or contingent assets that have occurred since the end of the last fiscal year (off-balance sheet items) of the Apator Group:

      ITEM		as at
      		31 December 2025	31 December 2024
      Contingent receivables		68	6,063
      	Contingent receivables from other entities	68	6,063
      Contingent liabilities		52,009	40,344
      	Contingent liabilities to other entities	52,009	40,344
      	- including from granting guarantees and sureties	52,009	40,344
      Other off-balance sheet items		441,987	449,664
      	Mortgage	49,836	48,490
      	Capped mortgage	182,783	182,783
      	Security on assets	209,369	218,391
      Total off-balance sheet items		494,064	496,071

      In addition to contingent liabilities arising from guarantees issued by insurance and banking institutions, the Apator Group has the following collateral established for the repayment of liabilities:

      • Multi-product agreement with ING Bank Śląski S.A (Group limit of PLN 210 million). Annex 20 of 24 June

        2025:

        − contractual mortgage on the real estate of Apator S.A. in Ostaszewo of up to PLN 40 million,

        − registered pledge on inventories owned by Apator S.A., Apator Telemetria Sp. z o.o., Apator Powogaz S.A. with a book value of not less than PLN 145.2 million

        − pledge on tangible fixed assets owned by Apator S.A., Apator Powogaz S.A., Apator Metrix S.A. and Apator Telemetria Sp. z o.o. with a contractual value of PLN 30.8 million

        − power of attorney to dispose of funds in bank accounts,

        − blank promissory notes together with promissory note declarations submitted by 5 borrowers'

        companies (joint and several liability of the Group's companies),

        − assignment of rights under an all-risk property insurance policy.

        As of 31 December 2025, the use of limits by the Apator Group under the concluded multi-product agreement was:

        − PLN 55,2 million in used credit limits,

        − PLN 16,9 million in issued guarantees and letters of credit,

        − PLN 2,5 million in supplier financing transactions.

      • Multi-purpose credit facility agreement with Powszechna Kasa Oszczędności Bank Polski S.A., Annex 3 of 23 May 2025 for a total amount of PLN 80 million (apart from Apator S.A. the parties to the agreement are: Apator Powogaz S.A., Apator Metrix S.A.):

        − contractual mortgage on real estate owned by Apator Powogaz S.A. and Apator Metrix S.A. up to the amount of PLN 182.8 million,

        − declaration of submission to enforcement under Article 777 of the Code of Civil Procedure of the companies Apator S.A, Apator Powogaz S.A and Apator Metrix S.A, to the amount of PLN 80 million,

        − registered pledge over fixed assets of Apator S.A. and Apator Powogaz S.A. with a total value of PLN 14.4 million,

        − registered pledge over inventories of Apator Metrix S.A. with the value of PLN 20 million,

        − power of attorney to dispose of funds in bank accounts,

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

        − assignment of rights under an all-risk property insurance policy.

        As of 31 December 2025, the use of limits by Apator Group companies under the concluded agreement was:

        − PLN 18.8 million in used credit limits,

        − PLN 26,8 million in issued guarantees and letters of credit.

        Other collateral for credits and loans:

        Apator Powogaz Group

        • Investment credit agreement of Apator Powogaz S.A. for the construction of manufacturing plant, concluded

          with PKO BP:

          − joint contractual mortgage on real estate owned by Apator Powogaz S.A. in Żerniki to the amount

          of

          PLN 182.8 million. The mortgage also secures a multi-purpose agreement with PKO,

          − blank promissory note and promissory note declaration,

          − assignment of rights under the insurance policy on the mortgaged property.

        • Credit agreement for financing the suppliers of Apator Telemetria Sp. concluded with mBank S.A. The agreement was terminated on 30 June 2025.

        • Overdraft facility agreement for Apator Powogaz Czechia concluded with Raiffeisenbank a.s.:

      − mortgage in the amount of CZK 53,5 million, i.e. PLN 9.3 million according to the average exchange rate of ING BŚ as at 31 December 2025, for the CZK currency = 0.1744,

      − assignment of rights under insurance agreement established on the property of Apator Powogaz Czechia.

      During the reporting period, the Group's companies fulfilled their obligations under their credit agreements.

      Impact of the situation in the East

      As of the date of this report, the Apator Group continues to identify risks arising from the war in Ukraine; however, their level depends on the further development of the situation and its impact on exchange rates, prices of raw materials, and other areas of operations.

      Since the outbreak of the war in February 2022, the Group has completely ceased sales in the Russian and Belarusian markets. In 2025, sales to Ukraine accounted for approx. 2,6% of the total sales of the Apator Group.

      As regards receivables from contractors from the endangered markets, at the end of 2025, the share of receivables from the Ukrainian market in the total value of receivables of the Apator Group was about 1.1%. The Group had no trade receivables from the Russian and Belarusian markets. Therefore, as of the date of publication of this report, the situation in the East has no significant impact on the Group's operations.

      Detailed values of receivables as at 31 December 2025 are presented in the table below.

      Level of receivables as at 31 December 2025	Apator S.A.	Apator Group
      Receivables from contractors Ukraine	0	2,262
      Total trade receivables as at 31 December 2025	79,670	202,776
      Share in Company's trade receivables	0,0%	-
      Share in trade receivables of the Apator Group	-	1,1%

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

   2. Consolidated statement of comprehensive income

      ITEM		for the period
      		from 1 October 2025	from 1 October 2024	from 1 January 2025	from 1 January 2024
      		by 31 December 2025	to 31 December 2024	by 31 December 2025	to 31 December 2024
      Sales revenue of products and services		335,831	300,724	1,201,765	1,227,799
      	- to other entities	335,831	300,724	1,201,765	1,227,799
      Cost of goods sold		(266,741)	(227,104)	(897,036)	(913,065)
      	- to other entities	(266,741)	(227,104)	(897,036)	(913,065)
      Gross profit from sales		69,090	73,620	304,729	314,734
      	Sales costs	(15,720)	(13,762)	(54,430)	(48,381)
      	General administrative costs	(49,038)	(41,969)	(179,064)	(162,894)
      Profit on sales		4,332	17,889	71,235	103,459
      Change in write-downs on receivables		993	314	478	(280)
      Result on other operating activity, including:		16,112	(6,165)	15,814	(18,045)
      	Revenue	18,076	1,141	21,150	2,365
      	Variable	(1,964)	(7,306)	(5,336)	(20,410)
      Operating profit		21,437	12,038	87,527	85,134
      Result on financial activity, including:		(2,367)	(963)	(7,230)	(7,599)
      	Revenue	141	2,923	2,157	7,001
      	Variable	(2,508)	(3,886)	(9,387)	(14,600)
      Loss of control over a subsidiary		-	-	-	4,283
      Profit before tax		19,070	11,075	80,297	81,818
      	Income tax	6,773	6,082	(1,111)	(8,604)
      Net profit, of which attributable to:		25,843	17,157	79,186	73,214
      	shareholders of the parent company	26,049	17,325	79,100	73,060
      	non-controlling interests	(206)	(168)	86	154
      Net profit per ordinary share:
      	- basic	0.90	0.60	2.72	2.52
      	- diluted	0.90	0.60	2.72	2.52
      Weighted average number of shares		29,037,899	29,047,073	29,037,899	29,047,073
      Other comprehensive income
      Other comprehensive income		317	(594)	(1,773)	(2,261)
      	Items that may be reclassified to profit or loss in the future:
      	Foreign exchange differences on translation of foreign operations	(188)	(49)	(83)	(718)
      	Result on hedge accounting with tax effect	882	(258)	(1,313)	(1,256)
      	Items that will not be reclassified to profit or loss in the future:
      	Actuarial gains and losses	(377)	(287)	(377)	(287)
      Total comprehensive income, of which attributable to:		26,160	16,563	77,413	70,953
      	the company's shareholders	26,366	16,731	77,327	70,799
      	non-controlling shareholders	(206)	(168)	86	154

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      Consolidated quarterly report of the Apator Group for Q4 2025

   3. Consolidated statement of changes in equity

      ITEM		Share capital	Own shares	Other capital	Capital from the revaluation of a defined benefit plan	Capital from valuation of hedging transactions	Exchange rate differences on consolidatio n	Undistributed financial result	Total	Non-controlling interests	Total equity
      Balance as at 1 January 2025		3,265	(3,522)	574,829	607	389	6,132	8,590	590,290	2,212	592,502
      Changes in equity from 1 January 2025 to 31 December 2025		-	-	46,339	(377)	(1,313)	(83)	14,574	59,140	12	59,152
      	Net profit for the period from 1 January 2025 to 30 December 2025	-	-	-	-	-	-	79,100	79,100	86	79,186
      	Other comprehensive income:	-	-	-	(377)	(1,313)	(83)	-	(1,773)	-	(1,773)
      	Items that may be reclassified to the financial result in the future:
      	Result on hedge accounting with tax effect	-	-	-	-	(1,313)	-	-	(1,313)	-	(1,313)
      	Net foreign exchange differences on translation of financial statements into presentation currency	-	-	-	-	-	(83)	-	(83)	-	(83)
      	Items that will not be reclassified to the financial result in the future
      	Revaluation of the defined benefit plan provision, including tax effect	-	-	-	(377)	-	-	-	(377)	-	(377)
      Total income recognised in the period from 1 January 2025 to 30 December 2025		-	-	-	(377)	(1,313)	(83)	79,100	77,327	86	77,413
      	Transactions with owners recognised directly in equity:	-	-	46,339	-	-	-	(64,526)	(18,187)	(74)	(18,261)
      	Dividends	-	-	-	-	-	-	(17,428)	(17,428)	(74)	(17,502)
      	Purchase of own shares	-	-	(761)	-	-	-	-	(761)	-	(761)
      	Distribution of result to supplementary capital	-	-	47,100	-	-	-	(47,100)	-	-	-
      	Other changes in capital	-	-	-	-	-	-	2	2	-	2
      Balance as on 31 December 2025		3,265	(3,522)	621,168	230	(924)	6,049	23,164	649,430	2,224	651,654

      
      
      

      Page 9 of 67

      
      
      

      Consolidated quarterly report of the Apator Group for Q4 2025

      ITEM		Share capital	Own shares	Other capital	Capital from the revaluation of a defined benefit plan	Capital from valuation of hedging transactions	Exchange rate differences on consolidation	Undistributed financial result	Total	Non-controlling interests	Total equity
      Balance as at 1 January 2024		3,265	(3,522)	600,182	894	1,645	7,200	(72,699)	536,965	2,058	539,023
      Changes in equity from 1 January 2024 to 31 December 2024		-	-	(25,353)	(287)	(1,256)	(1,068)	81,289	53,325	154	53,479
      	Net profit for the period from 1 January 2024 to 31 December 2024	-	-	-	-	-	-	73,060	73,060	154	73,214
      Other comprehensive income:		-	-	-	(287)	(1,256)	(718)	-	(2,261)	-	(2,261)
      	Items that may be reclassified to the financial result in the future:
      	Result on hedge accounting with tax effect	-	-	-	-	(1,256)	-	-	(1,256)	-	(1,256)
      	Net foreign exchange differences on translation of financial statements into presentation currency	-	-	-	-	-	(718)	-	(718)	-	(718)
      	Items that will not be reclassified to the financial result in the future
      	Revaluation of the defined benefit plan provision, including tax effect	-	-	-	(287)	-	-	-	(287)	-	(287)
      Comprehensive income recognised in the period from 1 January 2024 to 31 December 2024		-	-	-	(287)	(1,256)	(718)	73,060	70,799	154	70,953
      	Transactions with owners recognised directly in equity	-	-	(25,353)	-	-	(350)	8,229	(17,474)	-	(17,474)
      	Dividends	-	-	-	-	-	-	(17,428)	(17,428)	-	(17,428)
      	Distribution of result to supplementary capital	-	-	29,158	-	-	-	(29,158)	-	-	-
      	Loss coverage from supplementary capital	-	-	-(54,511)	-	-	-	54,511	-	-	-
      	Exclusion of a subsidiary (GWI) from consolidation	-	-	-	-	-	(350)	304	(46)	-	(46)
      Balance as at 31 December 2024		3,265	(3,522)	574,829	607	389	6,132	8,590	590,290	2,212	592,502

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      
      
      

      Page 10 of 67

   4. Consolidated cash flow statement

      ITEM		for the period
      		from 1 January	from 1 January 2024
      		by 31 December 2025	to 31 December 2024 (restated)
      Cash flows from operating activities
      Profit before tax		80,297	81,818
      Adjustments:		68,672	67,757
      	Depreciation of intangible assets	23,512	16,268
      	Depreciation of tangible fixed assets	34,862	30,172
      	Depreciation of right-of-use assets	11,075	10,872
      	Write-downs on goodwill	260	-
      	Impairment losses on property, plant and equipment and intangible assets	575	453
      	Profit on sale of tangible fixed assets and intangible assets	(15,784)	(867)
      	Impairment write-downs on value of development work	-	3,969
      	Profit on fair value measurement of investment property	(77)	(716)
      	Loss due to change in fair value of derivatives	404	2,115
      	Interest costs	6,752	9,877
      	Loss of control over a subsidiary	-	(4,283)
      	Interest revenue	(21)	(377)
      	Other adjustments	7,114	274
      Cash from operating activities before changes in working capital		148,969	149,575
      	Change in inventory	(27,260)	17,454
      	Change in receivables	(9,534)	(7,648)
      	Change in other assets	(816)	(2,109)
      	Change in liabilities	2,124	(18,739)
      	Change in provisions	14,907	18,219
      	Other adjustments	-	(6)
      Cash generated in the course of operating activities		128,390	156,746
      	Tax return	2,952	7,070
      	Income tax paid	(13,595)	(12,623)
      Net cash from operating activities		117,747	151,193
      Cash flows from investment activities
      	Expenditure on the acquisition of intangible assets	(25,578)	(13,631)
      	Expenditure on the acquisition of tangible fixed assets	(57,881)	(43,691)
      	Proceeds from the sale of tangible fixed assets	24,980	1,758
      	Cash at date of loss of control over a subsidiary	-	(1,046)
      	Other expenditure	(4,639)	(2,058)
      Net cash used from investment activities		(63,118)	(58,668)
      Cash flows from financial activity
      	Net proceeds from the issue of shares	211	-
      	Purchase of own shares	(761)	-
      	Proceeds from credits and loans	40,078	31,396
      	Repayment of credits and loans	(56,286)	(88,845)
      	Interest paid	(5,364)	(8,157)
      	Dividends paid	(17,502)	(17,428)
      	Repayment of lease liabilities	(10,601)	(13,257)
      	Other expenditure	(1,695)	(1,457)
      Net cash from financial activities		(51,920)	(97,748)
      Net increase in cash		2,709	(5,223)
      Opening balance of cash		17,716	22,939
      Closing balance of cash		20,425	17,716

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

   5. Consolidated statement by operating segment

      The activities of Apator Group are concentrated in three main segments:

      • Electricity

      • Gas

      • Water and Heat

      Activities conducted outside these segments are presented as other.

      ITEM	Electricity	Gas	Water and Heat	Other	Adjustment s	Total
      Financial results of operating segments for the period from 1 January 2025 to 31 December 2025
      Total revenues, including:	578,896	229,406	406,344	-	(12,881)	1,201,76 5
      Revenues from other segments	12,858	23	-	-	(12,881)	-
      Revenues from external customers	566,038	229,383	406,344	-	-	1,201,76 5
      Cost of goods sold	(440,498)	(185,855)	(274,662)	-	3,979	(897,036 )
      Cost of goods sold, from other segments	(3,956)	(23)	-	-	3,979	-
      Cost of goods sold, from external customers	(436,542)	(185,832)	(274,662)	-	-	(897,036 )
      Gross profit from sales	129,496	43,551	131,682	-	-	304,729
      Sales costs	(24,666)	(6,036)	(23,456)	(272)	-	(54,430)
      General administrative costs	(78,793)	(27,471)	(69,594)	(3,206)	-	(179,064 )
      Profit on sales	26,037	10,044	38,632	(3,478)	-	71,235
      Change in write-downs on receivables	446	(161)	193	-	-	478
      Other operating revenue	18,833	572	1,745	-	-	21,150
      Other operating expenses	(1,166)	(128)	(4,042)	-	-	(5,336)
      Result on other operating activities	17,667	444	(2,297)	-	-	15,814
      Operating profit	44,150	10,327	36,528	(3,478)	-	87,527
      Amortisation and depreciation	31,112	9,374	28,963	-	-	69,449
      EBITDA	75,262	19,701	65,491	(3,478)	-	156,976
      Financial revenue	(1,567)	699	3,025	-	-	2,157
      Financial expenses	190	(1,305)	(8,272)	-		(9,387)
      Result on financial activities	(1,378)	(605)	(5,246)	-		(7,230)
      Profit before tax	42,772	9,722	31,282	(3,478)	-	80,297
      Fixed assets of the segment	268,184	41,322	231,302	-	-	540,808
      Current assets of the segment	259,794	54,242	185,917	-	-	499,953
      Expenditure on the acquisition of tangible fixed assets	43,437	7,627	6,817	-	-	57,881
      Expenditure on the acquisition of intangible assets	9,191	3,457	12,930	-	-	25,578
      Liabilities of the segment	174,741	162,558	51,808	-	-	389,107

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      ITEM	Electricity	Gas	Water and Heat	Other	Adjustment s	Total
      Financial results of operating segments for the period from 1 January 2024 to 31 December 2024
      Total revenues, including:	592,744	273,958	373,648	-	(12,551)	1,227,79 9
      Revenues from other segments	12,545	6	-	-	(12,551)	-
      Revenues from external customers	580,199	273,952	373,648	-	-	1,227,79 9
      Cost of goods sold	(431,205)	(224,146 )	(261,284 )	-	3,571	(913,065 )
      Cost of goods sold from other segments	(3 566)	(4)	-	-	3,571	-
      Cost of goods sold to external customers	(427,639)	(224,142 )	(261,284 )	-	-	(913,065 )
      Gross profit from sales	152,560	49,810	112,364	-	-	314,734
      Sales costs	(23,001)	(6,366)	(18,742)	(272)	-	(48,381)
      General administrative costs	(69,466)	(29,511)	(61,225)	(2,692)	-	(162,894 )
      Profit on sales	60,093	13,933	32,397	(2,964)	-	103,459
      Change in write-downs on receivables	419	(775)	76	-		(280)
      Other operating revenue	1,604	139	(512)	1,134	-	2,365
      Other operating expenses	(6,286)	(11,024)	(3,100)	-	-	(20,410)
      Result on other operating activities	(4,682)	(10,885)	(3,612)	1,134	-	(18,045)
      Operating profit	55,830	2,273	28,861	(1,830)	-	85,134
      Amortisation and depreciation	25,277	10,772	21,263	-	-	57,312
      EBITDA	81,107	13,045	50,124	(1,830)	-	142,446
      Financial revenue	888	461	5,652	-	-	7,001
      Financial expenses	(2,084)	(2,990)	(9,526)	-	-	(14,600)
      Result on financial activities	(1,196)	(2,529)	(3,874)	-	-	(7,599)
      Loss of control over a subsidiary	-	4,283	-	-	-	4,283
      Profit before tax	54,634	4,027	24,987	(1,830)	-	81,818
      Fixed assets of the segment	225,815	37,923	234,209	-	-	497,947
      Current assets of the segment	216,388	62,522	187,714	-	-	466,624
      Expenditure on the acquisition of tangible fixed assets	25,643	7,478	10,570	-	-	43,691
      Expenditure on the acquisition of intangible assets	5,111	-	8,520	-	-	13,631
      Liabilities of the segment	139,315	165,892	66,862	-	-	372,069

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

   6. Geographical sales structure

      The sales of the Apator Group by the following geographies are presented below:

      • Country - covering sales within the country

      • EU + UK - sales made in the European Union and the United Kingdom

      • Exports - sales made in other countries

      ITEM		Country	Exports	EU + UK	Total
      Sales revenues of geographical segments for the period from 1 January 2025 to 31 December 2025
      Total revenues		770,492	144,058	287,215	1,201,765
      	External sales	770,492	144,058	287,215	1,201,765
      Sales revenues of geographical segments for the period from 1 January 2024 to 31 December 2024
      Total revenues		721,065	94,393	412,341	1,227,799
      	External sales	721,065	94,393	412,341	1,227,799

   7. Costs by type

      ITEM		for the period
      		from 1 January 2025	from 1 January 2024
      		by 31 December 2025	to 31 December 2024
      	Amortisation and depreciation	69,449	57,312
      	Consumption of materials and energy	508,670	558,392
      	External services	142,030	144,826
      	Employee benefits	304,050	278,807
      	Other costs	38,250	32,417
      	Manufacturing costs of products for entity's own purposes	(4,458)	(5,923)
      	Change in finished goods and work in progress	(1,295)	(335)
      	Cost of goods and materials sold	73,834	58,844
      Total costs		1 130 530	1,124,340

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

2. ‌General information

   This quarterly report should be read in conjunction with Apator Group's 2024 statement of activities, available at the following link: https://api.apator.com/uploads/relacje-inwestorskie/dane-finansowe-i-raporty-okresowe/raporty-okresowe/2024/2024/SzD-pl-2024-12-31-0-pl.xhtml

   1. Organisation of the Apator Group

      The Apator Group is an international group of manufacturers and distributors of measuring devices and systems and suppliers of innovative solutions for the automation of power, water and gas networks.

      
      
      

      12 national and international companies

      9 production facilities 2,300 employees

      7

      
      
      

      R&D offices

      
      
      

      The companies of the Apator Group are part of the electromechanical sector and focus their activity on manufacturing and sales of measuring equipment (electricity meters, gas meters, water meters, and heat meters), control and measurement instruments, distribution and control equipment, IT systems of SCADA class and their supporting telemechanics devices, security and other network devices for distributed systems ensuring the possibility of remote control and supervision of the power grid in the full voltage range, as well as data reading and transmission devices. The Apator Group also implements solutions supporting energy transformation and the development of renewable energy (i.a. automation equipment, RES supervision systems, energy storage systems).

      The parent entity of the Apator Group of Companies is Apator S.A. with its registered office in Toruń.

      
      
      

      listed on the Warsaw Stock Exchange

      for 29 years

      included in the sWIG80

      
      
      

      and WIGdiv indexes

      dividend company

      
      
      
   2. Composition of the Apator Group and its business segments

      The structure of the Group as at 31 December 2025 was as follows:

      100%

      100%

      100%

      100%

      Apator Powogaz Italia

      Apator Miitors

      Apator Powogaz Czechia

      Gwi

      (in liquidation)

      71,89% Apator Powogaz

      20,8% Apator

      100%

      100%

      100%

      92,69%

      100%

      100%

      100%

      Apator GmbH

      Apator Mining

      Apator Rector

      Apator Telemetria

      Apator Powogaz

      FAP

      Pafal

      (in liquidation)

      Apator Metrix

      Listed Company

Apator SA

Control over GWi Ltd. has been lost (in accordance with IFRS 10), and as a result, as of 12 April 2024, it is no longer subject to consolidation. (for more details, see item 6.5. of this report).

On 10 July 2025, Apator Metra s.r.o, based in the Czech Republic, was renamed to Apator Powogaz Czechia s.r.o. Since 29 October 2025, FAP Pafal S.A. has been in liquidation (for further details, see item 6.5 of this report).

The operation of the Apator Group is organised into three segments:

Business segments

electricity

gas

water and heat

1. ‌Summary of financial results

   This section identifies significant achievements or failures and lists the most important events concerning the Issuer and its Group, as well as factors and events, including those of an unusual nature, that significantly impact the financial statements. This quarterly report should be read in conjunction with Apator Group's 2024 statement of activities, available at the following link: https://api.apator.com/uploads/relacje-inwestorskie/dane-finansowe-i-raporty-okresowe/raporty-okresowe/2024/2024/SzD-pl-2024-12- 31-0-pl.xhtml

   1. Results obtained in four quarters of 2025.

      In 2025, the financial result of the Apator Group achieved the following (reported) financial results:

      Item	Q1-Q4 2025	2024	Change	Growth rate
      Sales revenue, including:	1,201,765	1,227,799	-26,034	97.9%
      country	770,492	721,064	49,428	106,9%
      exports	431,273	506,735	-75,462	85.1%
      Cost of goods sold	897,036	913,065	-16,029	98.2%
      Gross profit from sales	304,729	314,734	-10,005	96.8%
      Sales costs	54,430	48,381	6,049	112.5%
      General administrative costs	179,064	162,894	16,170	109.9%
      Profit on sales	71,235	103,459	-32,224	68/9%
      Change in write-downs on receivables	478	-280	758	-
      Result on other operating activities	15,814	-18,045	33,859	-
      Share in profit of entities consolidated using the equity method	-	-	-	-
      Operating profit	87,527	85,134	2,393	102.8%
      EBITDA	156,976	142,446	14,530	110/2%
      Result on financial activities	-7,230	-7,599	369	95.1%
      Acquisition/loss of control over subsidiary GWi (negative goodwill)	-	4,283	-4,283	-
      Profit before tax	80,297	81,818	-1,521	98.1%
      Current income tax	-9,103	-12,719	3,616	71.6%
      Deferred income tax	7,992	4,115	3,877	194.2%
      Net profit	79,186	73,214	5,972	108.2%
      Profitability ratios:
      Gross profit margin on sales	25.4%	25.6%
      Profit margin on sales	5.9%	8.4%
      EBITDA profit margin	13.1%	11.6%
      Net profit margin	6.6%	6.0%
      The main factors influencing financial results in 2025 include:

      • slightly lower year-on-year sales in the Electricity segment (in line with original forecasts), reflecting lower electricity meter deliveries as part of the ongoing rollout in Poland, and a simultaneous recovery in sales in other product lines driven by increased orders resulting from the energy transition (including newly implemented projects);

      • growth in performance in the Water and Heat segment driven by effective sales activities and revenue growth, a focus on operational efficiency, and EBITDA margin improvement;

      • stabilised situation in the Gas segment: the execution of the eGazomierz contract and cost control leading to EBITDA margin improvement, combined with lower export sales (as planned) due to expiring contracts in international markets (Belgium and the United Kingdom);

      • improved results from other operating activities, including the positive impact of the result on the sale of

        real estate in Toruń (+PLN 14.4 million) in Q4 2025;

      • the impact of one-off items positively affecting Group results: the sale of real estate in Toruń (+PLN 11.2

        million at the net profit level), the research and development (R&D) tax relief in the Gas segment (PLN

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

        4.8 million), and the Special Economic Zone relief in Apator SA (PLN 7.1 million), which reduced the

        Group's income tax;

      • the impact of a one-off item negatively affecting Group results: the recognition of provisions for complaints (PLN 20.8 million), which increased the cost of sales following a settlement reached with a foreign customer regarding the obligation to replace devices in the Electricity segment with new ones and to cover the replacement costs (for further details, see item 5.2, sec. 2).

        Apator Group results, adjusted for the impact of one-off items, were as follows:

        Item	Q1-Q4 2025	2024	Change	Growth rate
        Sales revenue, including:	1,201,765	1,227,799	-26,034	97.9%
        country	770,492	721,064	49,428	106,9%
        exports	431,273	506,735	-75,462	85.1%
        Adjusted cost of sales*	876,277	913,065	-36,788	96.0%
        Adjusted gross profit on sales*	325,488	314,734	10,754	103.4%
        Sales costs	54,430	48,381	6,049	112.5%
        General administrative costs	179,064	162,894	16,170	109.9%
        Adjusted profit on sales*	91,994	103,459	-11,465	88.9%
        Change in write-downs on receivables	478	-280	758	-
        Adjusted result on other operating activities*	1,423	-18,045	19,468	-
        Share in profit of entities consolidated using the equity method	-	-	-	-
        Adjusted operating profit*	93,895	85,134	8,761	110.3%
        adjusted EBITDA*	163,344	142,446	20,898	114.7%
        Result on financial activities	-7,230	-7,599	369	95.1%
        Acquisition/loss of control over subsidiary GWi (negative goodwill)	-	0	-	-
        Adjusted net profit before tax*	86,665	77,535	9,130	111.8%
        Adjusted current income tax*	-5,943	-12,719	6,776	46,7%
        Adjusted deferred income tax*	-7,858	-1,385	-6,473	567.3%
        Adjusted net profit*	72,864	63,431	9,433	114.9%
        Profitability ratios:
        Adjusted gross profit margin*	27.1%	25.6%
        Adjusted profit on sales margin*	7.7%	8.4%
        Adjusted EBITDA margin*	13.6%	11.6%
        Adjusted net profit margin*	6.1%	5.2%
        *) 2025 results were adjusted for:

        − provisions (+PLN 20.8 million) recognised in the cost of sales for product complaint costs, in connection with a settlement reached with a customer (for further details, see item 5.2, sec. 2);

        − the impact of the sale of real estate (-PLN 14.4 million) at the level of the result on other operating activities;

        − the research and development (R&D) tax relief in the Gas segment (-PLN 4.8 million); and the Special Economic Zone relief in Apator SA (-PLN 7.1 million) at the income tax level.

        2024 results were adjusted for:

        − the negative net asset value of GWi (PLN 4.2 million) at the level of loss of control over the subsidiary;

        − SEZ relief in Apator SA (PLN 5.5 million) at the income tax level.

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

        Revenue from sales

        2024 Change y/y Growth rate

        Q1-Q4 2025

        Revenues of the Apator Group in 2025 Revenues amounted to PLN 1,201.8 million and were slightly lower y/y by 2.1% compared to the record sales level of 2024. Lower sales in the Electricity (slightly year-on-year) and Gas segments were partially offset by higher y/y turnover in Water and Heat. As a result of lower exports (primarily in the Gas segment) and a simultaneous increase in domestic sales (up by 6.9% y/y), Apator Group's share of international turnover in total sales decreased to 35.9%, while the share of domestic sales reached 64.1%.

        Item		(PLN thousand)	(PLN thousand)	(PLN thousand)	(%)
        Electricity (EE) segment		566,038	580,199	-14,161	97.6%
        	country	493,002	498,860	-5,858	98,8%
        	exports	73,036	81,339	-8,303	89,8%

        share of exports of the Electricity (EE) segment in total sales

        revenue

        6.1% 6.6%

        Gas segment	229,383	273,952	-44,569	83.7%
        country	94,055	63,028	31,027	149.2%
        exports	135,328	210,924	-75,596	64.2%
        share of exports of the Gas segment in total sales revenue	11.3%	17.2%
        Water and Heat (W&H) segment	406,344	373,648	32,696	108.8%
        country	183,435	159,176	24,259	115.2%
        exports	222,909	214,472	8,437	103.9%
        share of exports of the W&H segment in total sales revenue	18.5%	17.5%
        Total sales revenue	1,201,765	1,227,799	-26,034	97.9%
        country	770,492	721,064	49,428	106,9%
        exports	431,273	506,735	-75,462	85.1%
        share of total exports in total revenue	35.9%	41.3%
        -2%

        
        
        

        1 227 799

32 696

14 161 44 569

Revenues 2024 Segment Elec. Segment Gas Segment W&H Revenues I-IVQ

2025

The sales structure by segment was as follows:

• Electricity (EE) segment: a slight decrease in segment sales (-2% y/y) compared to the record level achieved in 2024:

  − domestic meter sales (the largest business line, accounting for nearly 57% of EE segment revenues in 2025) were 14% lower y/y compared to the record high levels of the previous year linked to large-scale smart meter deliveries as part of the rollout in Poland. In 2025, Apator Group continued the delivery of smart meters and solutions in the area of medium-voltage substation balancing in accordance with agreed schedules (set with customers). Temporarily lower year-on-year turnover, particularly evident in Q4 2025, is primarily the result of previous decision-making delays in tenders and schedule shifts. The decline in exports within this line is related to reduced year-on-year deliveries of meters to the German market, resulting from the already visible in 2024, caused by the weaker economic condition of that market;

  − slightly lower (-3%) sales results in the Switchgear line (the second-largest business line, accounting for nearly 20% of segment revenues) due to lower domestic turnover (-9% y/y) alongside a clear recovery in exports (+8% y/y). Good results abroad, which largely offset the decline in domestic sales, are related to intensified efforts to strengthen the Group's position amid increasing price competition;

  − high, positive turnover growth in the ICT (+30% y/y) and Automation (+78% y/y) lines due to the execution of larger contracts, with each line accounting for . approximately 12% of segment revenues in the previous year. In both lines, a clear recovery in demand was evident from mid-year onwards, driven by higher order volumes and typical seasonal sales accumulation in the final months, resulting in quarterly sales growth.

• Gas segment: sales were 16% lower y/y due to a decline in exports (-36% y/y) alongside a simultaneous increase in domestic turnover (+49% y/y):

  − in the domestic market, deliveries of e-gas meters commenced in the third quarter of 2025 (from August) as part of the ongoing transformation of the gas sector in Poland. The fourth quarter saw a further acceleration in deliveries, linked in part to strong market pressure to maximise the utilisation of EU funds before the close of the budget year. At the same time, the Group is actively participating in new procurement processes and, in response to increasingly frequent client expectations, is developing IT systems for network management and building a complementary offering;

  − The lower international sales resulted from markedly smaller deliveries under the Belgian contract (in line with the agreed schedule), alongside reduced activity in key markets such as the United Kingdom, Germany and the Netherlands. Throughout 2025, the Group conducted sales activities aimed at maintaining or restoring its position in existing markets while simultaneously increasing its presence in those markets with the greatest potential for the presentation and implementation of its product portfolio. The Group is actively seeking to reach potential new customers through various distribution channels and, at the same time, to reactivate selected customer groups. As a result of these efforts, the presence of Gas segment products is becoming clearly visible in countries such as Italy, Turkey, Romania, and Ireland, as well as in the Ukrainian market. There is a shift in sales focus from mature EU markets towards Eastern and non-European markets; however, to date, their scale has not yet compensated for the declines in Western Europe.

• Water and Heat segment - the expected recovery is evident - turnover in 2025 was 9% higher y/y thanks to positive sales dynamics in both domestic and export markets:

− higher domestic revenues (partly related to the accumulation of water meter replacements in housing cooperatives) were achieved by intensifying sales efforts initiated as early as 2024 and winning tenders;

− higher international segment sales were achieved due to increased turnover in most markets, including key ones (Czech Republic, Germany, Romania, Spain, Italy), as well as more distant ones (Serbia and the Middle East - Saudi Arabia and Iraq).

− The positive growth trend in the ultrasonic water meter group and remote communication devices continues both domestically and in exports.

In view of the changes in the sales structure of Apator Group described above, the share of the Water and Heat segment increased, while the share of the Gas segment decreased, and the share of the Electricity segment remained comparable.

Geographical sales structure

Apator Group's domestic sales performance in 2025 was more favourable than its international sales, leading to a further increase in the domestic market's share of the Group's total turnover. Despite these changes, exports continue to account for over 35% of revenues, ensuring that the geographical sales structure remains sufficiently diversified to provide greater predictability for future sales results, regardless of shifts in individual target markets. A notable change in Apator Group's sales structure, primarily linked to the development of new markets in the Water and Heat segment, is the dynamic growth in sales levels across non-European countries (+53% y/y) resulting from intensive sales and marketing efforts.

*EU + the UK = European Union including the United Kingdom

The main sales market for the Apator Group is Poland. The European Union (with the largest share of the German, Czech, Belgian, Romanian, Spanish, Italian and Dutch markets) and the United Kingdom remain second among the Group's largest trading destinations. In the Group's sales structure in 2025 (compared to 2024), the German market became the leading export destination, overtaking Belgium, which had been dominant the previous year. These were followed by the Czech Republic, Belgium and Ukraine, and then

Romania, Turkey and Spain. The German market is primarily supplied with ultrasonic water meters, which represent the fastest-growing product group in the Water and Heat segment, and electricity meters. The reduced share of the Belgian market is linked to significantly lower deliveries under a Gas segment contract launched at the end of 2023, in accordance with the agreed delivery schedule. Among the export destinations of the Apator Group, the importance of the Ukrainian market (increase in share from 4% to 7%), the Romanian market (from 5% to 6%) and the Czech market (from 12% to 15%) has increased. The improvement in the Czech Republic is the result of a recovery (after a relatively weak 2024) in the sale of Water and Heat, while in Ukraine, turnover is consistently increasing in the Gas segment. In Romania, sales are growing in both segments, actively seeking new sales destinations to supplement the existing ones.

Germany 18% water meters, electricity meters and gas meters

Czechia 15% mainly water meters and cost allocators

Belgium 10% gas meters

Ukraine 7% gas meters, water meters

Romania 6% water meters, gas meters, switchgear

Turkey 5% gas meters

Seasonality of sales

Seasonality in Apator Group's operations is not particularly significant. Quarterly revenues remain at comparable levels, and sales fluctuations in individual quarters do not exceed a few percent.

Operating costs by function and nature

The slight increase in the reported cost of sales is due to the recognition of provisions for complaints (PLN 20.8 million) in connection with a settlement regarding device replacement and the coverage of related costs (for further details, see sec. 5.2 sec. 2).

After adjusting for the above, the cost of sales is correlated with lower revenues, and the rate of decline in COGS in 2025 was slightly lower than the decline in revenues. As a result, the gross margin on sales across the entire Apator Group was comparable to 2024, while margins in the Gas and Water and Heat segments improved year-on-year, regardless of macroeconomic factors, thanks to operational efficiency efforts. The Water and Heat segment recorded the largest increase, also supported by a favourable sales situation and consistently growing turnover.

Analysing costs by nature, the largest year-on-year increase was recorded in employee benefits (due to a further significant increase in the minimum wage level, which triggered changes across the Group's entire salary structure, as well as an increase in headcount). Conversely, material costs (partly as a result of lower sales) and the purchase of external services decreased.

The higher minimum wage and sustained inflation in Poland also led to an increase in SG&A costs in the Electricity and Water and Heat segments; in the latter, however, the significant cost increase results primarily from investments in sales development. In the Gas segment, SG&A costs were lower year-on-year, which was linked to the decline in the scale of sales. The level of SG&A costs is subject to constant control, both across the entire Apator Group and at the level of individual companies, and is optimised through measures aimed, among others, at further improving the efficiency of operations and greater integration of the Group's activities.

EBITDA

The level of Apator Group's consolidated adjusted EBITDA in 2025 (PLN 163.3 million, +15% y/y) was primarily influenced by improved performance in the Water and Heat segment, and to a lesser extent in the Gas and Electricity segments. EBITDA for the Water and Heat segment increased by 30% y/y, reaching PLN 65.5

million in 2025. This was the result of a simultaneous increase in turnover and higher gross profitability, as well as a favourable product mix. The improvement in profitability, which is traditionally the highest among Apator Group segments, was achieved through TMC optimisation and operating leverage accompanying the increased scale of operations.

In the Gas segment, despite a decline in turnover, the EBITDA margin increased by 3.8 p.p. y/y, resulting from operating leverage (particularly in Q4 2025), the alignment of the scale of operations with the scale of revenues (consequently leading to lower y/y fixed costs), and a significantly better result on other operating activities (in 2024, the result was burdened by the costs of exiting the UK market). In the Electricity segment, regardless of the decline in turnover, the adjusted EBITDA margin in 2025 was higher than in the previous year, despite a less favourable sales mix (a larger share of lower-margin products in the metering line) and an increase in SG&A costs.

+15%

523 6 656

15 367

1 648

EBITDA 2024 segment Elec. segment Gas segment W&H higher group costs EBITDA I-IVQ 2025

adjusted

Segment results for the fourth quarter of 2025

Turnover in the Electricity segment in Q4 2025 approached the record level of Q2 2024, once again exceeding the PLN 155 million mark, primarily due to a very strong year-end in two business lines: ICT and Automation (reflecting the visible recovery in demand for both lines' solutions in the second half of 2025 in connection with the energy transition). Quarterly sales in each line exceeded PLN 30 million, following high, double-digit growth rates. Despite higher SG&A costs, the quarterly segment EBITDA, adjusted for the impact of the result on the sale of real estate (PLN 14.4 million) and complaint provisions (PLN 20.8 million), reached PLN 23.6 million (EBITDA margin of 15.2%).

Revenues

*) EE segment EBITDA in the fourth quarter of 2025 adjusted for the impact of the result on the sale of real estate by Apator SA and complaint provisions.

In the Gas segment, following a recovery in sales in mid-2025, further improvement and a concentration of turnover were evident in Q4, linked to increased deliveries resulting from the exercise of delivery increase options. Higher turnover and the operating leverage effect significantly improved the gross margin and the margin on sales. Simultaneously, a better result on other operating activities (the absence of charges related to the change in the operating model in the UK market) contributed to a sharp increase in the segment's EBITDA (PLN 7.4 million in Q4 2025 ver. vs PLN 1.1 million in Q4 2024) and an 8.6 p.p. improvement in EBITDA profitability (to 10.4%).

Revenues

*) Gas segment EBITDA in the fourth quarter of 2023 adjusted for the impact of a one-off event - a write-off of intangible assets and other assets in connection with the liquidation of GWi Ltd. (United Kingdom).

Turnover in the Water and Heat segment in the fourth quarter of 2025 reached a record level of PLN 109.1 million, driven by significantly higher domestic sales (resulting from winning several major tenders) alongside a simultaneous increase in exports. Due to a very strong sales situation and a consistently high level of profitability (a favourable product mix and geographical sales structure combined with lower prices for certain components), the segment's EBITDA reached nearly PLN 16 million, with an EBITDA margin of 14.5%.

Net result

The Group's consolidated net result in 2025 stood at PLN 79.2 million, influenced (in addition to the factors mentioned above) by a loss on financial activities (PLN 7.2 million), which comprised:

• debt service costs (PLN 5.3 million, down PLN 1.9 million y/y) and other interest costs, also lower y/y (PLN 3.1 million);

• negative exchange rate differences (-PLN 0.8 million); and a positive result on foreign exchange transactions (PLN 1.2 million).

  Additionally, net profit was impacted by one-off items:

• the result on the sale of real estate by Apator SA (PLN 11.2 million),

• the R&D tax relief in the Gas segment (PLN 4.8 million), and the SEZ relief in Apator SA (PLN 7.1 million), which reduced the Group's income tax,

• impact of complaint provisions, net of deferred tax (PLN 16.8 million).

Net profit, after adjusting for one-off items, amounted to PLN 72.9 million (+PLN 9.4 million y/y).

Cash and cash equivalents as of 31 December 2025 were PLN 2.7 million higher compared to the end of 2024, standing at PLN 20.4 million, with the balance of loans and borrowings lower by PLN 16.2 million. The following factors influenced the level of cash:

• high positive cash flows from operating activities related to good results regardless of the effect of changes in working capital (mainly as a result of higher y/y inventory and trade receivables levels);

• negative cash flows from investing activities, primarily due to capital expenditure on property, plant and equipment, and intangible assets;

• negative balance of financing cash flows related to the payment of dividends in Apator SA (-PLN 19.6 million; impact on consolidated financial statements -PLN 17.5 million), current payments on account of finance leases (-PLN 10.6 million) and interest payments (-PLN 5.4 million).

+15%

117 747

63 118

balance of funds as at 31.12.2024

operating cash flows

cash flows from investing activities

51 920

cash flows funds as at 31.12.2025

Other key indicators Q1-Q4 2025 2024 Formula

Current liquidity ratio 1.51 1.51 current assets/short-term liabilities

Quick ratio 0.75 0.78 (current assets - inventories) /short-term liabilities

Return on asset (ROA)* 7.26% 6.54%

Return on equity (ROE)* 11.71% 11.21%

net profit for the last 12 months/average total assets, calculated as an average of the opening and closing balances

net profit for the last 12 months/average equity calculated as the average of the opening and closing balances

Net debt (in PLN thousand) 78,214 97,131 credits and loans - cash and cash equivalents -

granted loans

(credits and loans - cash and cash equivalents -

Net debt / LTM EBITDA** 0.48 0.68

granted loans) / EBITDA profit level for the last 12 months

CAPEX (in PLN thousand)*** 91,893 57,322 tangible and intangible investment expenditure

Working capital (in PLN thousand) 227,896 230,339 (current assets - cash) - (short-term liabilities -

short-term credits and loans)

*) Net profit for 2024 adjusted by deferred tax due to the zone tax credit at Apator SA (PLN 5.5 million) and the derecognised negative value of GWi's net assets (due to the loss of control over the company within the meaning of IFRS 10; PLN 4.3 million). 2025 net profit adjusted for the net impact of the result on the sale of real estate by X SA and for the research and development (R&D) tax relief in the Gas segment (PLN 4.8 million) and the SEZ relief in X SA (PLN 7.1 million) reducing the Group's income tax, and also for provisions recognised for complaints (PLN 16.8 million).

**) EBITDA in Q1-Q4 2025 adjusted for the impact of complaint provisions (PLN 20.8 million) and the result on the sale of real estate by Apator SA (PLN 14.4 million)

***) The difference in the capex amount for Q1-Q4 2025 and 2024 in relation to the level visible in the cash flow statement is related to a change in the method of presentation of capital expenditures (capex for Q1-Q4 2025. determined on the basis of accounting notes concerning fixed assets and intangible assets, departure from reconciling expenditures to CF). Capital expenditure for Q1-Q4 2025 under last year's methodology would have amounted to PLN 83,459 thousand.

Net working capital (NWC) at the end of 2025 was slightly (by PLN 2.4 million) lower compared to the end of 2024 and simultaneously PLN 23.2 million lower compared to the end of September last year. The y/y decrease in the working capital level was mainly determined by a higher level of current liabilities (including trade payables by PLN 6.7 million) and provisions, alongside higher inventory (by PLN 27.0 million) and trade receivables (by PLN 17.3 million). In turn, the decrease in NWC recorded in the fourth quarter of 2025 compared to the third quarter is primarily related to a lower level of inventory (by PLN 10.7 million) and to an even greater extent to the repayment of loans (by PLN 26.8 million). Current inventory levels correlate with the schedules for planned deliveries, and the current level of working capital is considered close to optimal for the present scale of operations (the Group's priority remains to maintain an acceptable level of security and continuity of production and deliveries).

Apator Group's net financial debt at the end of 2025 was PLN 18.9 million lower compared to the end of 2024, with a significantly lower level of borrowings (by PLN 16.2 million) and a simultaneously higher (by PLN 2.7 million) cash balance at the end of the period. With a lower debt level and thanks to a further improvement in EBITDA, the net debt / adjusted LTM EBITDA ratio at the end of 2025 stood at 0.50x, lower compared to the end of 2024 i.e. (compared to 0.68x at the end of December 2024).

The Apator Group maintains its previous declaration to maintain a safe borrowing scale and a net debt/EBITDA ratio below 2x. The priority remains to ensure the safety of production and deliveries, which will ultimately enable the execution of further (including the largest) contracts. The Group's second important assumption is the implementation of CAPEX (in accordance with the assumptions of the updated strategy through 2028 at the level of 5-7% of revenues), which consequently may mean greater use of debt capital and a relatively higher Net Debt/EBITDA ratio (yet still within safe limits).

Capital expenditures incurred in 2025 related to, among others, research and development expenditures conducted throughout the Group, increasing production capacity and improving efficiency in the area of operations.

1. ‌Information on factors that will affect the future results of the Apator Group
   1. Risk and threat factors

      All significant risk factors and threats in the Apator Group are identified, analysed and controlled on an ongoing basis. Risk management is implemented based on the model of three lines of defence and uniform principles and methodology developed based on the international standard ISO 31000. Risk management is an integral part of the management systems of the individual Group companies and continues to be supervised by the parent company.

      The risk management policy adopted at the Group includes risk controls broken down into:

      • financial management risk,

      • strategic risk related to the development and value creation of Apator Group and covering the area of continuous maintenance and improvement of quality;

      • technological risk (rapid technological obsolescence, creating a necessity for continuous R&D investment to maintain competitiveness; widespread adoption of new solutions and technologies and dynamic technological progress leading to pressure to reduce product and service prices; product failures or defects that could lead to costly complaints, loss of reputation, or legal liability; cybersecurity; dependence on key components);

      • operational risk covering the ongoing execution of tasks, supply chain disruptions, quality risks, dependence on single suppliers, shortage of qualified personnel, and occupational safety;

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      • market risk (strong international competition - primarily from Asia; risk related to the execution of longterm contracts, mainly within tenders - involving failure to meet product quality standards and restrictive delivery deadlines, which may consequently lead to high contractual penalties, loss of good image, or even loss of customers);

      • regulatory and legal risks (certifications and technical standards - CE, FCC, RoHS, REACH; industry standards - changes to which may require costly adjustments; changes in EU policies and regulations; legal export restrictions - e.g., sanctions; protection of intellectual property - the risk of product copying, especially in Asian markets; product liability; information security and personal data protection);

      • geopolitical risks (instability in export markets - conflicts, changes of government, sanctions; trade wars - e.g., USA-China, affecting component availability and costs; changes in customs policy - import and export duties);

      • environmental and ESG risks (rising costs and obligations related to environmental protection -requirements regarding the recycling and disposal of electronics; carbon footprint - pressure from customers and regulators to reduce emissions and the costs of fulfilling these reporting obligations).

        A description of the risk factors that may affect the Apator Group's operations is presented in Chapter 7 of the Management Board Report on the operations of the Apator Group for 2024, published on the investor relations website at: https://api.apator.com/uploads/relacje-inwestorskie/dane-finansowe-i-raporty-okresowe/raporty-okresowe/2024/2024/SzD-pl-2024-12-31-0-pl.xhtml

        In the opinion of the Management Board, the risks indicated in the above-mentioned document remain valid. However, the Management Board emphasises that global trends and geopolitical conditions may determine the results in the coming quarters. In view of the above, the key risk factors which over the coming quarters may have a negative impact on results remain primarily:

      • price pressure from Asian manufacturers (mainly Chinese) supported by targeted state subsidies and legal actions aimed at their own economic expansion in Europe at the expense of European industrial companies;

      • the tightening of China's trade policy in response to US restrictions, which may result in disruptions in the supply chains of components and raw materials, including integrated circuits, rare earth metals and neodymium magnets. The Group monitors the situation regarding the availability of components on an ongoing basis and takes measures to minimise the impact of these factors on supply chains;

      • the gradual loss of technological sovereignty (e.g. production of printed circuit boards - PCB) in specific areas of EU economies and importing technology and products from outside the Union, in particular from China;

      • the continuing negative effects of the war in Ukraine and the conflict in the Middle East; as well as new risks related, for example, to tensions concerning Venezuela or the unpredictable situation regarding Greenland. The risk of international armed conflict is growing for some EU countries;

      • unstable situation on financial markets, continued high interest rates, exchange rate volatility; Group companies, aiming to minimise exposure to financial risks, hedge currency positions, price changes of key raw materials, effectively manage working capital and strive to minimise debt service costs;

      • unstable situation on raw material price markets (especially copper and silver), which may create a risk of cost pressure;

      • the risk of geoeconomic confrontation for EU countries, i.e. the possibility of using economic tools such as sanctions, selective imposition of increasingly higher customs tariffs, introduction of barriers to international trade, controlling supply chains of strategic raw materials, or government interference in shaping investment flows and the gradual move away from the principles of free trade worldwide. Geoeconomic confrontation could cause a slowdown in the global economy, a decline in the pace of

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

        economic exchange, an increase in the prices of advanced multi-component devices, longer order lead times and a slowdown in financial flows;

      • uncertainty in the gas market, resulting from energy policy and the gradual phasing out of gas as a fuel (due to CO₂ emissions). In EU countries, there is a visible trend of fuel switching by economies and consumers. However, the industry emphasises that the future of energy lies in gas fuels, comprising a mix of natural gas and renewable gases, including hydrogen or biomethane. Apator Metrix S.A. is the first Polish manufacturer of bellows gas meters to obtain a certificate authorising the sale of devices adapted for 100% hydrogen measurement. The Apator Group expects the gas market to stabilise and believes that gas will remain a key stabiliser in the energy transition for decades to come, supporting the shift to renewables and zero-emission fuels. The future of the Gas segment is the subject of strategic initiatives, including the search for alternative markets for existing product lines and the adaptation of the product offering to new customer groups. It should be noted that the effects of these efforts are expected to materialise over a longer time horizon;

      • noticeable weaker financial condition of local governments and housing cooperatives, especially in energy utilities, affecting reduced demand for new metering solutions (particularly in the area of water and sewerage and district heating). The sector awaits the disbursement of National Recovery Plan (NRP) funds, greater market liberalisation in the energy sector, openness to new technologies, and better planning and allocation of budgetary resources for municipalities;

      • inflation, rising labour costs, unstable prices of energy carriers (coal, gas, district heating, etc.), high electricity and energy media prices in Europe and Poland, and increasing risk of unexpected supply interruptions due to the slow pace of automation and modernisation of distribution and transmission networks in the context of rapid renewable energy expansion and growing threats of cyber attacks on critical infrastructure.

        To mitigate the adverse impact of rising costs, the Apator Group continues to implement cost optimisation measures and improve efficiency through, among other things: production optimisation and automation, changes in product mix aimed at improving profitability, and dynamic pricing strategies;

      • visible delays in decision-making processes in tender procedures on export markets.

      At the same time, the Management Board notes that risk factors arising from legal, political, and economic conditions (both local and global) that are beyond the reach and control of the Company/Group may actually result in underperformance.

      The Management Board of Apator S.A. monitors the political and economic situation on a current basis, analyses its impact on the activity of the Company and the Group of Companies and checks the possibilities of protection against risks and takes adequate actions.

   2. Perspectives and development strategy of the Apator Group

      Chapters 3 and 4 of the Report of the Management Board on the activities of the Apator Group for 2024 present a detailed description of the prospects and development factors for individual segments, which will determine the Apator Group's operations and results. In the opinion of the Management Board, the prospects indicated in the aforementioned document remain valid. Link to the document: https://api.apator.com/uploads/relacje-inwestorskie/dane-finansowe-i-raporty-okresowe/raporty-okresowe/2024/2024/SzD-pl-2024-12-31-0-pl.xhtml

      Among significant favourable trends (internal factors), the following should be indicated:

      • reorganisation and integration of the Group's operations - simplification of its structure, consolidation of key processes within the Group,

      • increasing operational efficiency and profitability,

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      • development of a complementary offering, sales of solutions and product lines (e.g. energy storage, expansion of the ultrasonic water meter portfolio, smart prepayment meters, development of IT systems for remote reading and network management),

      • development work in the field of multi-reading solutions in connection with the growing interest in a comprehensive range of ICT solutions,

      • ongoing support for DSOs in key projects (CSIRE, ZMS/GIS, customer connection, network automation),

      • sales development in new markets (changes in the sales model, establishment of a distribution company in Italy, plans to establish other companies in response to regulatory changes in gas and electricity consumption metering and the digitalisation of water management thanks to in other countries),

      • new contracts and partnerships (e.g. partnership with Rittal in switchgear production, innovative partnership with Enea Operator Sp. z o.o. for the design and delivery of a smart meter, successful bid in the PSG tender for smart gas meters, successful bid in the tender for delivery of meters to Energa Operator, high pipeline for the Water and Heat segment),

      • optimisation of working capital debt, and continuation of investment plans,

      • implementation of the business strategy;

      • ongoing search for new market opportunities and prospects, particularly in the dual-use technology market and through M&A processes.

        Among significant favourable trends (external factors), the following should be indicated:

      • growing need for effective management of utilities and water resources, due to rising costs of utilities and water as a result of shortages, as well as regulatory pressure - high potential for replacement of metering devices in Europe and the Middle East;

      • in the domestic market, increased demand for smart-class solutions results from the energy transformation and the introduced obligation to replace metering devices with smart ones (electricity meters, water meters, heat meters, and gas meters);

      • the focus of EU policy on supporting and shifting European economies towards climate neutrality (The European Green Deal, Blue Deal, Fit for 55 and REPowerEU, RED II and CRA) is redirecting funding toward environmentally sustainable technologies and innovations, increasing demand for green energy, pressure to conserve natural resources, strengthening the circular economy, and increasing environmental awareness of societies;

      • concentration of the new EU policy on supporting energy sovereignty, supply chain security, and cybersecurity, as well as mitigating risks associated with high-risk vendors,

      • positive effects resulting from the unblocking of funding under the National Recovery and Resilience Facility, which provides for a significant part of the funds to be allocated to the green transition, e.g. to the further development of RES, the modernisation and expansion of electricity grids, energy efficiency, energy storage, the development of the gas distribution system in the provision of alternative gas supply sources and the transformation of the heating sector, among other things. According to the climate ministry, a total of EUR 28 billion is earmarked for energy and climate-related investments under the NRP. To date, Polish electricity and gas companies have received record funding for smart grids, telemetry and the development of a zero-carbon economy. The launch of the "Polish Energy Management Hub" - i.e. the CSIRE application - is planned for late October 2026; New regulations and a new version of CSIRE adapted to these regulations will enable the practical use of shares (including ownership shares) in "green energy" installations located away from the place of energy consumption. The changes will also enable the principle of neighborly sharing of energy without selling it (without a license), which in the future may generate additional needs related to precise measurement and settlement between operators and new virtual prosumers;

      • changes to the Energy Law Act expanding the possibility of using energy storage in so-called cable-pooling and the obligation to use a power guard. Additional EU funds released to increase the resilience

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

        of critical infrastructure through energy storage. Enabling the conclusion of RES connection agreements in commercial mode (investor participation in grid expansion costs).

      • the Polish "anti-blackout package" is a set of legislative initiatives aimed at increasing the resilience of the national power system to failures, disruptions and risks. The package includes the following declarations:

        − changes to public procurement law to reward bids with components manufactured in Poland or the EU.

        − the requirement for local production and local service (e.g. parts for energy infrastructure) for key investments;

        − strengthening cybersecurity regulations as an element of energy security;

        − improving connection procedures for renewable energy sources, which may accelerate the energy storage market;

      • growing interest in remote reading systems, water and heat billing services, solutions for monitoring water quality or leak detection (with particularly strong demand for comprehensive solutions among water and sewage companies);

      • successively increasing demand for electronic (as opposed to mechanical) flow/water consumption measurement technologies that guarantee the highest classes of measurement accuracy. Increased customer interest, particularly in ultrasonic water meters which reduce water losses; Pressure to use measurement devices with extended lifespans (e.g. ultrasonic water meters without mechanical moving parts).

      • Implementation into Polish law of Directive (EU) 2019/944, Regulation (EU) 2024/1747 of 13 June 2024, and Directive (EU) 2024/1711 of 13 June 2024, which oblige Member States to measure and settle

        demand response (DR) and energy flexibility and enable consumers to sign contracts with multiple suppliers at a single connection point. These regulations promote broader use of metering systems and devices. Dynamic tariffs require the use of modern smart meters and near real-time measurements/profiles. The use of state-of-the-art metering systems and communication technologies, as well as remote readings, is a prerequisite for the further development of the dynamic electricity billing market and the optimisation of energy charges;

      • digitisation across all economic sectors, including the energy sector, related to the collection and processing of vast amounts of data and the need for high-quality cybersecurity and process automation;

      • successful acquisition by Polish electricity distribution companies of low-interest long-term loans (NRP/NDB), amounting to several tens of billions of zloty, for modernising and automating energy networks in the years 2025-2040

      • gradual decentralisation of the energy sector and the growing participation of new market participants: RES power generators and prosumers, which necessitates the need to ensure system balancing with a dynamically increasing share of distributed generation on the part of DSOs, and generates demand for new products and services for RES energy management on the part of business and individual customers;

      • increasing demand for energy flexibility (consumption, generation, energy storage) caused by reaching the tipping point in the share of unstable RES; the necessity for electricity transmission system operators to increasingly use tools for mandatory power redispatching in order to maintain the stability of the power system (e.g. mandatory power limiter);

      • new EU legal acts regarding increasing the digital security of devices (NIS 2 Directive, new cybersecurity requirements in the RED Directive, CRA Directive); the classification of manufacturers of devices operating in network infrastructure into key and important groups, which will be subject to tightened local European requirements; and planned and consulted new regulations in the Cybersecurity and Supply Risk Assessment Package (COM (2026) -11, COM (2026) -13).

      • acceleration of regulatory actions supporting the return of supply chains to Europe, reinforced by EU regulations such as the European Chips Act, the Net--Zero Industry Act (NZIA), and the Critical Raw Materials Act (CRMA); Semicon Coalition initiative (focused on rebuilding the EU semiconductor industry);

        Name of entity:	Apator Group
        Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
        Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      • The Strategic Roadmap for Digitalisation and AI in the Energy Sector (Eurelectric) has been published, which will support grid digitalisation.

2. ‌List of major events
   1. List of events in 2025

      1. On 28 January 2025, following a successful tender, the Management Board announced the conclusion of an innovation partnership agreement with Enea Operator sp. z o.o.). The purpose of the Agreement is to develop an innovative 1- and 3-phase remote electricity meter with communication modules. The agreement establishing the innovation partnership (the "Agreement") was concluded in January this year and included four stages of its performance, together with timetables. The Agreement value according to the tender conditions is PLN 62.3 million, assuming the completion of the three previous stages of the Agreement. Meter deliveries commenced at the beginning of 2026. In accordance with the requirements, Apator SA granted 72 months guarantee for the meters supplied. In addition, the Ordering Party has provided for the possibility of purchasing a total of approx. 2.4 million meters from the contractors selected in the tender by 2030. Subsequently, on 8 August 2025, Apator SA concluded an Annex to the above Agreement with Enea Operator sp. z o.o., enabling the acceleration and increase of the number of planned deliveries of 1- and 3-phase automatic reading meters ("AMR") under the so-called first Call for Proposals. Under the annex, Apator S.A. will deliver additional AMR meters worth PLN 96.6 million. In view of the above, the total sales value under the first call will amount to PLN 158.9 million.

      2. On 30 January 2025, Apator Powogaz SA established a subsidiary, Apator Powogaz Italia Srl, with a registered office in Padua (Italy).

      3. The Management Board of Apator S.A. announced that on 11 February 2025 it has entered into a technology partnership agreement with RITTAL GmbH&Co KG (based in Herborn, Hesse, Germany), which belongs to the Friedhelm Loh Group, a global industrial corporation. Cooperation of the Parties also includes the design and manufacture by Apator S.A. of a family of fuse switch disconnectors with optional electronic modules monitoring the status of fuse links. Disconnectors are designed for low-voltage switchboards and ensure the compatibility of devices with the RiLineX system by RITTAL. Sales will be made as orders come in. The Management Board estimated that revenues from the aforementioned orders could amount to over ten million zlotys; however, due to the weaker economic condition of the German market, the impact of these orders is lower than expected.

      4. On 7 March 2025, The Management Board of Apator S.A. concluded a second agreement with Energa

         - Operator S.A. for the supply of Concentrator-Balancing Sets (ZKB) for the continuation of the project to install metering equipment at the MV/LV electrical substation. The contract value is PLN 10.4 million net, with delivery scheduled for the end of 2025 and the beginning of 2026.

      5. On 12 March 2025, the subsidiary Apator Rector Sp. z o.o. concluded an agreement with Tauron Dystrybucja S.A. ("TD") with a net value of PLN 45 million. The agreement concerns the provision of services, support and development of the IT system for Network Asset Management (ZMS) implemented at TD between 2025 and 2028. The terms and conditions of the agreement do not differ from those commonly used in agreements of this type, including contractual penalties. The Network Asset Management System supports the functioning of the Distribution System Operator in the area of comprehensive infrastructure and business process management, and also provides a comprehensive, digitised database of network information.

      6. On 28 March 2025, Apator SA concluded an agreement with Energa-Operator SA for the supply of remote-read electricity meters with a prepayment function. The contract value is PLN 28.8 million net, with delivery scheduled for 2025 and 2026.

         The contract terms include provisions on contractual penalties, in particular for delays in the delivery of batches of equipment or untimely removal of defects during the warranty period. Remote reading meters offering a pre-payment function are innovative devices that facilitate energy consumption control and operate on a pre-paid basis, i.e. after prior top-up.

         Name of entity:	Apator Group
         Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
         Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      7. On 5 May 2025, the offer of the subsidiary, Apator Metrix S.A., was selected as the most advantageous in eight tasks forming part of the tender for the supply of bellows gas meters with data transmission functionality for Polska Spółka Gazownictwa sp. z o.o. ("PSG") under the eGazomierz project. Contracts for individual tasks have been concluded … The value of the contracts amounts to PLN

         134.4 million, and deliveries will be carried out by 30 September 2026, The tender conditions include an option clause, allowing the volume of the order to be increased or decreased by up to 20%. The eGazomierz project, launched by PSG, provides for the replacement of gas meters for customers in the third tariff group with smart metering devices equipped with a remote data transmission function, which enables remote reading and allows ongoing monitoring of gas consumption via a dedicated application.

      8. On 23 May 2025, The Management Board of Apator S.A. concluded an annex to the Multi-Purpose Agreement between PKO BP SA and the following companies of the Apator Group: Apator S.A., Apator Powogaz S.A., Apator Metrix S.A. For more information on the Multi-Product Agreement, see item 5.1.1. of this report.

      9. On 24 June 2025, an annex to the Multi-product Agreement of 22 June 2016 was concluded between ING Bank Śląski and the companies of the Apator Group: Apator S.A., Apator Powogaz S.A., Apator Metrix S.A., Apator Rector Sp. z o.o., Apator Telemetria Sp. z o.o. More information on the Multi-Product Agreement, see item 5.1.1. of this report.

      10. On 25 June 2025, an Ordinary General Meeting of Apator S.A. was held, during which a resolution was passed to appoint Members of the Supervisory Board for a new term of office (for more information, see item 6.3. of this report) and a resolution to pay a dividend from the profit for 2024 in the amount of PLN 0.90 gross per share (for more information, see item 6.4.4. of this report).

      11. The Supervisory Board of Apator S.A., on 26 June 2025, appointed, with effect from 26 June 2025, The Management Board of Apator S.A. in its current composition for a new, joint 3-year term of office, ending on the day of the Ordinary General Shareholders Meeting of Apator S.A. in 2028. (more in item 6.3 of this report).

      12. On 10 July 2025, the name of Apator Metra s.r.o. was changed to Apator Powogaz Czechia s.r.o. with its registered office in the Czech Republic (more in item 5.5 of this report).

      13. On 18 July 2025, a group of companies was registered in the National Court Register pursuant to Article 211 of the Commercial Companies Code, with Apator Powogaz SA as the parent company and Apator Telemetria sp. z o.o. as the subsidiary (for more details, see item 5.5 of this report).

      14. On 30 July 2025, the Management Board of Apator SA announced that the Company's bid had been selected as the most favourable one for Part 1 of the tender procedure announced by Energa -Operator S.A. for "Successive supply of remote reading meters with replacement communication modems." Subsequently, on 29 September 2025, the Company concluded an agreement with Energa-Operator SA ("EOP"). The contract value is PLN 126.9 million, including the value of the basic order of PLN 123.5 million. Deliveries will be made within 36 months. Pursuant to the provisions of the agreement, EOP shall be entitled to charge contractual penalties, in particular for delay in the deliveries of batches of equipment or failure to rectify defects in a timely manner during the guarantee period. However, the terms and conditions of the agreement, including the regulation of penalties, liabilities and guarantees, shall not differ from the standard terms and conditions previously used in this type of agreement with EOP.

      15. The Management Board of Apator S.A. on 29 August 2025, announced that pursuant to the authorisation under Resolution no. 36/VI/2025 of the Ordinary General Shareholders Meeting of Apator S.A. of 25 June 2025, it had commenced the implementation of the Share Buyback Programme. The repurchase of shares is carried out through Erste Securities Polska S.A. with its registered office in Warsaw (for more information, see item 6.7.2).

      16. The Management Board of Apator S.A. on 4 September 2025, announced the conclusion of a framework agreement for the supply of ultrasonic water meters with remote reading capability by its subsidiary Apator Powogaz S.A. with the Latvian company SIA "Rigas namu parvaldnieks". The maximum contract value is EUR 4.7 million (approx. PLN 20 million). The contract duration is a

          Name of entity:	Apator Group
          Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
          Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

          maximum of 5 years, with the possibility of shortening the delivery period if the total amount is exhausted. The agreement was deemed confidential due to the significant value of the contract for the Water and Heat segment, which provides an opportunity for long-term cooperation with a foreign partner.

      17. On 15 September 2025, The Management Board of Apator S.A. announced that on 15 September 2025, the District Court in Toruń, 7th Commercial Division of the National Court Register, registered changes to the Statute of Apator S.A. The amendments to the Statute were made pursuant to Resolution No 32/VI/2025 of the Ordinary General Shareholders Meeting of Apator S.A. on 25 June 2025 and concern changes in the scope of business activity (Polish Classification of Activities, PKD), which results from the adaptation to the new Regulation of the Council of Ministers of 18 December 2024 on the Polish Classification of Activities (PKD). The remaining registered amendments to the Statute are of an organisational nature.

      18. The Management Board of Apator S.A. on 16 September 2025, announced its intention to liquidate its subsidiary, FAP Pafal S.A. with its registered office in Świdnica and, in connection with this, recommended the General Shareholders Meeting of Apator S.A. to repeal the resolution on the merger of Apator S.A. with FAP PAFAL S.A.

      19. On 1 October 2025, the subsidiary, Apator Metrix S.A. with its registered office in Tczew, received a decision dated 25 September 2025 on the initiation by the President of the Office of Competition and Consumer Protection of antitrust proceedings against the Company in connection with a suspected agreement within the meaning of Article 4(5) of the Act on Competition and Consumer Protection (the "Act") and an agreement or concerted practice within the meaning of Article 101 sec. 1 of the Treaty on the Functioning of the EU (more details, see item 6.2 of this report).

      20. On 29 October 2025, an Extraordinary General Meeting of Apator S.A. was held, at which, among other things, a resolution was adopted to repeal Resolution No. 28/VI/2025 of the Ordinary General Shareholders Meeting of Apator S.A. on the merger with the subsidiary FAP "Pafal" S.A. with its registered office in Świdnica. At the same time, on the same day, the Management Board of Apator SA, as the sole shareholder of FAP "Pafal" S.A., adopted a resolution at the Extraordinary General Meeting of that Company to dissolve the Company and commence its liquidation (for more details, see item 6.4 of this report).

      21. On 31 October 2025, the Management Board announced the sale of real estate located in Toruń with a total area of 2.0902 ha for a total price of PLN 17.6 million net. The Company received a net deposit of PLN 1 million towards the price, and the remaining amount of PLN 16.6 million net will be paid by 3 November this year at the latest. The impact of the transaction on the Apator Group's net result amounted to PLN 11.2 million.

      22. The Management Board announced the registration of amendments to the Articles of Association of Apator SA on 13 November 2025 by the District Court in Toruń, 7th Commercial Division of the National Court Register. The amendments to the Articles of Association were made pursuant to Resolution 4/X/2025 of the Extraordinary General Meeting of Apator SA dated 29 October 2025 and concern the clarification of the scope of the Company's Supervisory Board's powers to include the selection of a statutory auditor to conduct the assurance of sustainability reporting in connection with section Art. 66 sec. 4 of the Act of 29 September 1994. on Accounting.

   2. List of events after the balance sheet date

      1. On 30 January 2026, at the request of Shareholders, a conversion of 9,130 Series A registered shares with a nominal value of PLN 0.10 each, privileged as to voting at a ratio of 1:4 at the General Meeting, into ordinary bearer shares was carried out. As a result of the conversion of series A registered shares, the preference of 9,130 shares subject to conversion expired, the amount of the Company's share capital did not change and amounts to PLN 3,264,707.30, while the total number of votes at the Company's General Meeting changed, which after conversion amounts to 54,599,228

         Name of entity:	Apator Group
         Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
         Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

         votes. On 27 February 2026, the assimilation of the aforementioned shares and their introduction to stock exchange trading was carried out.

      2. On 27 February 2026, the Management Board announced the conclusion of a settlement agreement in connection with a warranty claim submitted by a foreign customer to the Issuer's subsidiary regarding Electricity Segment devices delivered in the years 2021-2025 based on framework cooperation agreements. The complaint concerns one type of device that was specially designed and offered exclusively on that market. The concluded settlement obliges the replacement of the devices with new ones and the coverage of their replacement costs, in accordance with the agreed schedule. The settlement fully satisfies the Customer's claims and ends the dispute between the parties. At the same time, the Management Board informed that it holds an insurance policy for Apator Group companies in the scope of civil liability for delivered devices. In view of the above, the impact of the settlement on the standalone and consolidated financial results, to the best of the Issuer's knowledge, should not exceed approx. PLN 20.8 million (assuming the use of funds from the insurance policy), which was reflected in the results of the fourth quarter and the whole of 2025 in the form of provisions in the amount of PLN 20.8 million at the level of cost of sales.

3. ‌Additional information
   1. Credits, loans, guarantees

      The state of credits and loans of the Apator Group:

      Item Long-term credits and loans	as 31 December 2025 19,697	at 31 December 2024 24,621	Change -4,924
      Short-term credits and loans	78,942	90,226	-11,284
      Total credits and loans	98,639	114,847	-16,208

      1. Credits

         As at 31 December 2025, the status of significant loan agreements is as follows:

         1. Apator Group

            1. Multi-product agreement of 22 June 2016

               On 24 June 2025, an annex was signed between ING Bank Śląski S.A. and the following Apator Group companies: Apator S.A., Apator Powogaz S.A., Apator Metrix S.A., Apator Rector Sp. z o.o., and Apator Telemetria Sp. z o.o. Pursuant to the annex, the amount of the revolving credit facility for the current financing of the companies is set at PLN 210 million. The credit repayment date is 29 June 2028. The credit limit can be used in the form of working capital credits, bank guarantees, letters of credit and discount transactions for the redemption of receivables by the Bank in the form of supplier financing. The interest rate on the limit is based on the WIBOR/EURIBOR 1M rate increased by the bank margin.

               The collateral of the Agreement is as follows:

               • registered pledges on the companies' inventory of a total value of PLN 145.2 million,

               • registered pledges on fixed assets of the companies with a total value of PLN 30,8 million,

               • mortgage on the real estate of Apator S.A. up to the value of PLN 40 million,

               • assignment of rights under the insurance policy for the above collateral,

               • blank promissory note and promissory note declarations issued by the borrowers.

                 The obligations under the granted limit are jointly borne by the companies, up to a maximum amount of PLN 210 million.

                 Name of entity:	Apator Group
                 Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
                 Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

                 As of 31 December 2025, the use of limits by the Apator Group under the concluded multi-product agreement was:

               • PLN 55,21 million in used credit limits,

               • PLN 16,9 million in issued guarantees and letters of credit,

               • PLN 2,5 million in supplier financing transactions.

            2. Multi-purpose agreement of 26 May 2023

               On 23 May 2025, Powszechna Kasa Oszczędności Bank Polski S.A. and companies of Apator Group: Apator S.A., Apator Powogaz S.A. and Apator Metrix S.A. concluded an annex to the multi-purpose credit limit agreement for a total amount of PLN 80 million. Under the annex, the financing period was extended until 31 May 2028. The limit can be used in the form of working capital credits, bank guarantees and letters of credit. The interest rate on the limit is based on WIBOR/EURIBOR 1M, SOFR/SONIA ON plus the bank's margin.

               As of 31 December 2025, the collaterals for the contract are:

               • registered pledges on fixed assets of the companies with a total value of PLN 13.4 million,

               • registered pledge over inventory of PLN 20 million,

               • a joint mortgage on the Żerniki and Tczew properties up to PLN 182.8 million,

               • assignment of rights under the insurance policy for the above collateral,

               • declaration of submission to execution under Art. 777 of the Civil Code, up to the amount of PLN 80 million, issued by each company.

                 As of 31 December 2025, the use of limits by Apator Group companies under the concluded agreement was:

               • PLN 18.8 million in utilised credit limits.

               • PLN 26,8 million in issued guarantees and letters of credit.

         2. Apator Powogaz S.A.:

            1. on 4 December 2020, concluded with PKO Bank Polski S.A. with its registered office in Warsaw, an investment credit agreement in the amount of PLN 39.1 million with the possibility of increasing it to PLN 41 million. On 6 May 2022, an annex was concluded, which increased the financing amount by PLN 0.9 million. The credit was used to finance the acquisition of land and the construction of a production facility in Jaryszki near Poznań, on the basis of an agreement with the General Contractor. The interest rate is determined as follows:

               • up to PLN 39.1 million - fixed interest rate of 1.3% p.a. increased by the Bank margin.

               • above PLN 39.1 million and up to PLN 41.9 million - interest rate based on a variable interest rate of WIBOR 1M increased by the Bank margin.

                 As of 31 December 2025, credit collateral includes:

               • blank promissory note and promissory note declaration,

               • joint mortgage on the real estate in Żerniki with a multi-purpose agreement for the total amount of PLN 182.8 million,

               • assignment of rights under the insurance policy on the mortgaged property.

                 The credit repayment period is determined to be from 31 July 2022 to 4 December 2030. As at 31 December 2025, the debt under the above credit amounted to PLN 24.6 million.

            2. on 5 June 2023, Apator Powogaz S.A. concluded, with PKO Faktoring S.A., a factoring agreement with a financing limit of up to PLN 15 million, effective until 4 June 2024. The agreement was automatically rolled over for the following year. The interest rate was determined based on the WIBOR/EURIBOR 1M rate plus margin. The agreement is secured by a

               Name of entity:	Apator Group
               Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
               Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

               power of attorney to the bank account and a blank promissory note with a promissory note agreement. The agreement expired on 30 June 2025.

            3. has entered into a factoring agreement with ING Commercial Finance Polska S.A. with a limit of up to PLN 4.5 million to finance current operations. On 22 September 2022, an annex to the above agreement was signed extending the method of financing to both with and without assuming the solvency risk of customers. The interest rate on the financing was set at a variable rate, depending on use, equal to WIBOR 1M or EURIBOR 1M plus the Bank's margin. The agreement is secured by a blank promissory note. The agreement is rolled over annually. As at 31 December 2025, the company has not used the funding.

         3. Apator Powogaz Czechia s.r.o. has drawn a credit from Raiffeisenbank a.s. in the amount of CZK 30 million, the purpose of which is to finance current business activities. The agreement is concluded for an indefinite period. The interest rate was determined based on the variable 1D PRIBOR rate plus the bank margin. The credit is secured by a pledge on property in the amount of CZK 53,5 million (i.e. PLN 9.3 million according to the average exchange rate of ING as at 31 December 2025 for CZK = PLN 0.1714), together with the assignment of rights under the all-risk property insurance policy. As of 31 December 2025, the company did not use the credit line.

         4. On 24 March 2022, Apator Telemetria Sp. z o.o. concluded with mBank S.A. an e-credit agreement for supplier financing, with a limit of PLN 7 million. The interest rate on the financing was set at a variable rate, depending on use, equal to WIBOR 1M or EURIBOR 1M plus the Bank's margin. The agreement was not extended and expired on 30 June 2025.

         In 2025, no bank terminated a credit agreement for any company of the Apator Group, and the companies of the Apator Group were duly repaying their liabilities under the concluded credit agreements.

      2. Loans

         In 2025, the companies in the Apator Group did not grant loans to entities outside the Group. As at 31 December 2025:

         • Apator Powogaz S.A. holds a receivable on account of a consolidated loan originally granted in the amount of EUR 1.5 million to its subsidiary, Apator Miitors ApS. The nominal interest rate on the loan is 4,432%. On 20 November 2020, Apator Powogaz concluded an amendment with Apator Miitors ApS extending the loan repayment period until the end of 2029. As at 31 December 2025, the amount of the loan remaining to be repaid, together with accrued interest, was EUR 584.2 thousand (i.e. PLN 2.5 million according to the ING average exchange rate of 31 December 2025 of EUR 1 = PLN 4.2261).

         • Apator Mining Sp. z o.o. holds a receivable from a loan granted to its subsidiary, Apator Powogaz S.A., in the original amount of PLN 2.5 million. An additional tranche in the amount of PLN 1 million

           was granted by way of an amendment dated 30 September. The loan interest rate is 2.2% plus the WIBOR rate for 3M deposits. As of 31 December 2025, the amount of the loan remaining to be repaid is PLN 2.3 million. FAP Pafal S.A. in liquidation holds a receivable on account of a loan granted to a related party - Apator Powogaz S.A. in the amount of PLN 2 million. The loan interest rate is 2.2% plus the WIBOR rate for 3M deposits. As of 31 December 2025, the amount of the loan remaining to be repaid is PLN 1.9 million.

      3. Sureties and guarantees

         In 2025, the Apator Group companies did not grant any sureties to entities outside or from the Group. As of 31 December 2025, the Apator Group also had active guarantees issued by insurers and banks.

         Name of entity:	Apator Group
         Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
         Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

   2. Pending proceedings before a court, arbitration body or public administration body

      The subsidiary, Apator Metrix S.A. with its registered office in Tczew ("Company"), on 1 October 2025 received a decision dated 25 September 2025 on the initiation by the President of the Office of Competition and Consumer Protection of antitrust proceedings against the Company in connection with a suspected agreement within the meaning of Article 4(5) of the Act on Competition and Consumer Protection (the "Act") and an agreement or concerted practice within the meaning of Article 101 sec. 1 of the Treaty on the Functioning of the EU, consisting in:

      • market sharing in relation to bellow gas meters, which may constitute a violation of Article 6 sec. 1 item 3 of the Act and Article 101 sec. 1 c) of the Treaty on the Functioning of the EU ("Treaty"),

      • agreeing on the terms and conditions of bids submitted in tenders for the supply of bellow gas meters organised by Polska Spółka Gazownictwa sp. z o.o. with its registered office in Tarnów, which may constitute a violation of Article 6 sec. 1 item 7 of the Act.

      The proceedings concern public tenders organised between 2014 and 2021. In accordance with Article 106 sec. (1)(1) and (2) of the Act, the President of the Office of Competition and Consumer Protection may impose a financial penalty on an entrepreneur, by way of a decision, in an amount not exceeding 10% of the turnover achieved in the financial year preceding the year in which the penalty is imposed, if the entrepreneur, even unintentionally, has committed a violation of the prohibition specified in Article 6 of the Act or has committed a violation of Article 101 of the Treaty. Simultaneously, pursuant to Article 106(3a) of the Act, when calculating turnover, the President of the Office of Competition and Consumer Protection shall also take into account the turnover achieved by the entrepreneur or entrepreneurs exercising decisive influence over the entrepreneur who has committed a violation of the prohibition specified in Article 6 of the Act or Article 101 of the Treaty. In accordance with Article 111 sec. (1) of the Act, when determining the amount of the financial penalty, the following factors shall be taken into account, among others: the duration, degree and market effects of the infringement of the provisions of the Act, the circumstances of the infringement and any previous infringements of the provisions of the Act.

      The Management Board of the Company and the Management Board of Apator S.A., as at the date of publication of the report do not have sufficient data to estimate the outcome of the proceedings or the potential impact of these proceedings on the financial results of the Company or Apator S.A.

      Other proceedings concerning liabilities or receivables pending before a court, before a court, an authority competent for arbitration proceedings or a public administration authority concerning the Issuer and the companies from the Group of Companies are not significant.

   3. Transactions with related entities

      The Apator Group companies cooperate in business areas, including financial activity and support functions (mainly IT). Under this cooperation in the four quarters of 2025, as in earlier periods, neither Apator S.A. nor any of its subsidiaries entered into transactions with related entities concluded on terms other than arm's length terms.

   4. Entities subject to consolidation as at 31 December 2025

      • parent entity - Apator S.A.,

      • direct subsidiaries subject to consolidation using the full method:

      Name of entity:	Apator Group
      Period covered by the financial statements:	1 January 2025 - 31 December 2025	Reporting currency:	Polish zloty (PLN)
      Rounding level:	all amounts are expressed in PLN thousand (unless otherwise indicated)

      Segment	Business line	Company	Registered office	Share in capital	Relation with Apator S.A.
      	Electricity metering	FAP Pafal S.A. in liquidation	Świdnica	100%	Subsidiary of Apator S.A.
      	ICT	Apator Rector Sp. z o. o.	Zielona Góra	100%	Subsidiary of Apator S.A.
      Electricity (EE)
      	Trading in
      	mining
      	equipment (small-scale	Apator Mining Sp. z o. o.	Katowice	100%	Subsidiary of Apator S.A.
      	activity - not a
      	business line)
      Electricity/Gas / Water and Heat	Electricity and gas metering Water and Heat	Apator GmbH	Berlin (Germany)	100%	Subsidiary of Apator S.A.
      Gas	-	Apator Metrix S.A.	Tczew	100%	Subsidiary of Apator S.A.
      		Apator Powogaz S.A.	Jaryszki	100%	Subsidiary of Apator S.A.
      		Apator Powogaz Czechia s. . o. (formerly Apator Metra s.r.o)	Sumperk (Czech Republic)	100%	Indirect subsidiary of Apator S.A. through Apator Powogaz S.A. Indirect participation through Apator Powogaz S.A.
      Water & Heat (W&H)	-	Apator Miitors ApS	Aarhus (Denmark)	100%	Indirect subsidiary of Apator S.A. through Apator Powogaz S.A. Indirect participation through Apator Powogaz S.A.
      		Apator Telemetria Sp. z o. o.	Słupsk	92.69%	Direct subsidiary of Apator S.A. in 20.8% and indirect subsidiary of Apator Powogaz S.A. in 71.89%
      		Apator Powogaz Italia Srl	Padua (Italy)	100%	Indirect subsidiary of Apator S.A. through Apator Powogaz S.A. Indirect participation through Apator Powogaz S.A.

   5. Changes in the organisation of the Apator Group

During the four quarters of 2025, and after the balance sheet date, there was a change in the organisation of the Apator Group:

Sale of tangible and intangible assets and contractual relationships related to IT activities in the gas segment by Apator S.A. to Apator Rector sp. z o.o.