Ems-chemie Holding AgSIX: EMSN

Finance Report 2025

· Issued by Ems-chemie Holding Ag
‌EMS Group Finance Report 2025

Contents

Share Performance 1

Key Figures 2021 - 2025 2

Consolidated Income Statement and

Consolidated Statement of Comprehensive Income 3

Consolidated Balance Sheet 4

Consolidated Statement of Changes in Equity 5

Consolidated Statement of Cash Flows 6

Notes to the Consolidated Financial Statements 7

Report on the Audit of the Consolidated Financial Statements 34

‌Share Performance

2025

2024

2023

2022

2021

Number of registered shares

23'389'028

23'389'028

23'389'028

23'389'028

23'389'028

Shares entitled to dividend

23'389'028

23'389'028

23'389'028

23'389'028

23'389'028

Treasury shares

0

0

0

0

0

Information per share (in CHF):

18.40

Dividend per share

1)

17.25

16.00

20.00

21.00

Of which ordinary dividend

14.65

13.95

12.75

15.75

16.50

Of which extraordinary dividend

3.75

3.30

3.25

4.25

4.50

Earnings per share

19.95

19.70

19.56

22.75

23.53

Cash flow per share 2)

22.85

20.54

24.65

15.64

22.16

Equity per share 3)

79.31

78.45

74.47

77.63

76.91

Stock prices 4)

High

685.50

785.00

801.00

1'046.00

1'035.00

Low

530.00

599.00

599.50

591.50

793.50

At 31.12.

549.50

611.50

681.00

626.00

1'021.00

Market capitalization at

12'852.3

31.12. (CHF million)

14'302.4

15'927.9

14'641.5

23'880.2

Registered shares are listed at the SIX Swiss Exchange: EMS-CHEMIE HOLDING AG

Valor symbol EMSN

Valor number 1644035

ISIN CH0016440353

1)Proposal of the Board of Directors.

2)Cash flow = Cash flow from operating activities.

3)Excluding non-controlling interests.

4)Source: SIX Swiss Exchange AG.

Key Figures 2021 - 2025

CHF million

2025

2024

2023

2022

2021

Net sales

1'949.7

2'070.8

2'189.0

2'441.9

2'253.8

Change in % against previous year

-5.8%

-5.4%

-10.4%

+8.3%

+25.1%

Change in local currencies

-2.4%

-1.6%

-4.6%

+12.6%

+24.6%

Of which in Switzerland

3.8%

3.5%

2.9%

4.0%

3.8%

Net operating income (EBIT)

567.0

539.1

492.6

611.1

640.3

Change in % against previous year

+5.2%

+9.5%

-19.4%

-4.6%

+24.3%

In % of net sales

29.1%

26.0%

22.5%

25.0%

28.4%

Net financial income

(3.2)

9.9

(0.6)

(4.5)

1.0

Income taxes

93.0

82.9

30.7

71.7

88.5

Net income

470.8

466.1

461.2

534.9

552.9

Change in % against previous year

+1.0%

+1.1%

-13.8%

-3.3%

+25.8%

In % of net sales

24.1%

22.5%

21.1%

21.9%

24.5%

Cash flow 1)

534.3

480.4

576.5

365.9

518.3

Change in % against previous year

+11.2%

-16.7%

+57.6%

-29.4%

+9.9%

In % of net sales

27.4%

23.2%

26.3%

15.0%

23.0%

Investments

28.4

32.9

49.4

94.0

79.9

In % of cash flow

5.3%

6.8%

8.6%

25.7%

15.4%

Total assets

2'226.5

2'227.2

2'167.2

2'316.0

2'324.7

Assets

Current assets

1'515.8

1'459.1

1'375.4

1'570.6

1'622.8

Non-current assets

710.7

768.1

791.7

745.4

701.9

Equity and liabilities

Current liabilities

253.4

240.9

293.2

373.8

380.2

Non-current liabilities

114.6

121.7

105.3

97.8

116.1

Equity 2)

1'854.9

1'834.9

1'741.8

1'815.8

1'798.9

Equity ratio

83.3%

82.4%

80.4%

78.4%

77.4%

Return on equity

25.1%

25.1%

26.3%

29.3%

30.6%

Number of employees at 31.12. 3)

2'657

2'824

2'736

2'693

2'646

1)Cash flow = Cash flow from operating activities.

2)Excluding non-controlling interests.

3)Excluding apprentices (2025: 142; 2024: 131; 2023: 134; 2022: 136; 2021: 134).

Consolidated Income Statement

Notes

2025

2024

(CHF '000)

(CHF '000)

Net sales

1'949'656

2'070'768

Inventory changes, semi-finished and finished goods

14'261

37'673

Capitalized costs and other operating income

1

19'514

19'877

Material expenses

(999'653)

(1'145'149)

Personnel expenses

2

(248'353)

(255'162)

Other operating expenses

3

(113'130)

(136'330)

Earnings before interest, tax, depreciation and amortization (EBITDA)

622'295

591'677

Depreciation and amortization

8

(55'278)

(52'580)

Net operating income (EBIT)

567'017

539'097

Financial income

5

2'852

11'847

Financial expenses

6

(6'010)

(1'908)

Net income before taxes

563'859

549'036

Income taxes

7

(93'038)

(82'908)

Net income

470'821

466'128

Of which attributable to:

466'505

460'788

Shareholders of EMS-CHEMIE HOLDING AG

Non-controlling interests

20

4'316

5'340

Earnings per share in CHF:

19.95

19.70

Basic

18

Diluted

18

19.95

19.70

Consolidated Statement of Comprehensive Income

Net income

470'821

466'128

Remeasurements of defined benefit plans, net of tax

(433)

(1'645)

Items that will not be reclassified to the income statement

(433)

(1'645)

Net changes from cash flow hedges, net of tax

15

6'325

(3'151)

Translation differences, net of tax

(43'822)

11'878

Items that are or may be reclassified to the income statement

(37'497)

8'727

Other comprehensive income

(37'930)

7'082

Comprehensive income

432'891

473'210

of which attributable to:

431'800

467'346

Shareholders of EMS-CHEMIE HOLDING AG

Non-controlling interests

20

1'091

5'864

Reference numbers indicate corresponding notes to the consolidated financial statements.

Consolidated Balance Sheet

Notes

31.12.

31.12.

2025

2024

(CHF '000)

(CHF '000)

Non-current assets

710'740

768'073

Intangible assets

8

56'558

57'631

Property, plant and equipment

8

552'788

584'755

Right-of-use assets

8

10'834

8'421

Investments

216

1'661

Other non-current assets

9

22'641

26'525

Other non-current financial instruments

10

5'657

9'869

Deferred income tax assets

7

62'046

79'211

Current assets

1'515'798

1'459'096

Inventories

11

541'281

550'106

Trade receivables

12

271'845

290'731

Income tax assets

9'793

9'976

Other current assets

13

69'149

78'951

Other current financial instruments

14, 15

20'635

10'964

Cash and cash equivalents

16

603'095

518'368

Total assets

2'226'538

2'227'169

Equity

1'858'517

1'864'665

Equity attributable to shareholders of EMS-CHEMIE HOLDING AG

1'854'901

1'834'940

Share capital

17

234

234

Retained earnings and reserves

1'854'667

1'834'706

Equity attributable to non-controlling interests

20

3'616

29'725

Liabilities

368'021

362'504

Non-current liabilities

114'640

121'654

Non-current financial liabilities

21

7'152

5'347

Deferred income tax liabilities

7

77'434

82'493

Employee benefit liability

22

8'890

9'732

Non-current derivative financial instruments

15

0

670

Provisions

23

21'164

23'412

Current liabilities

253'381

240'850

Current derivative financial instruments

15

177

2'445

Current financial liabilities

21

25'344

3'435

Trade payables

62'067

80'798

Income tax liabilities

82'764

78'193

Provisions

23

1'202

3'559

Other current liabilities

24

81'827

72'420

Total equity and liabilities

2'226'538

2'227'169

Reference numbers indicate corresponding notes to the consolidated financial statements.

Consolidated Statement of Changes in Equity

Equity attributable to shareholders of

Equity

EMS- attributable

Share

Capital

Retained

Hedging

Translation

CHEMIE HOLDING

to non-controlling

(CHF '000)

capital

reserves

earnings

reserves

differences

AG

interests

Equity

At 1.1.2024

234

25'676

1'922'366

18'457

(224'915)

1'741'818

26'769

1'768'587

Net changes from cash flow hedges

(3'151)

(3'151)

(3'151)

Remeasurements of

defined benefit plans

(1'645)

(1'645)

(1'645)

Translation differences

11'354

11'354

524

11'878

Other comprehensive income

(1'645)

(3'151)

11'354

6'558

524

7'082

Net income

460'788

460'788

5'340

466'128

Comprehensive income

0

0

459'143

(3'151)

11'354

467'346

5'864

473'210

Dividends paid

At 31.12.2024

234

25'676

(374'224)

2'007'285

15'306

(213'561)

(374'224)

1'834'940

(2'908)

29'725

(377'132)

1'864'665

At 1.1.2025

234

25'676

2'007'285

15'306

(213'561)

1'834'940

29'725

1'864'665

Net changes from cash flow hedges

6'325

6'325

6'325

Remeasurements of

defined benefit plans

(433)

(433)

(433)

Translation differences

(40'597)

(40'597)

(3'225)

(43'822)

Other comprehensive income

(433)

6'325

(40'597)

(34'705)

(3'225)

(37'930)

Net income

466'505

466'505

4'316

470'821

Comprehensive income

0

0

466'072

6'325

(40'597)

431'800

1'091

432'891

Transaction with non-controlling interests

(8'378)

(8'378)

(26'611)

(34'989)

Dividends paid

(403'461)

(403'461)

(589)

(404'050)

At 31.12.2025

234

25'676

2'061'518

21'631

(254'158)

1'854'901

3'616

1'858'517

31.12.

31.12.

2025

2024

Equity attributable to shareholders of EMS-CHEMIE HOLDING AG, in % of total assets

83.3%

82.4%

Capital reserves are not eligible for distribution. Retained earnings include CHF 0.047 million (2024: CHF 0.047 million) not eligible for distribution. On February 6, 2026, the company announced that for the business year 2025/26 the Board of Directors will propose a dividend payment of CHF 18.40 per each share to the ordinary annual shareholder meeting on August 8, 2026 (CHF 14.65 ordinary dividend, CHF 3.75 extraordinary dividend).

For further information and data refer to page 1, "Share Performance".

Consolidated Statement of Cash Flows

Notes

2025

2024

(CHF '000)

(CHF '000)

Net income

470'821

466'128

Depreciation and amortization of intangible assets, property, plant and equipment and right-of-use assets

8

55'278

52'580

Gain/loss from disposal of property, plant and equipment

3

845

780

Change of provisions

23

(2'503)

16'656

Unrealized currency translation gains/losses on foreign exchange positions

1'133

3'254

Change assets and liabilities of post-employment benefits, net

22

(974)

881

Net interest income

5, 6

(1'949)

(7'347)

Income taxes

7

93'038

82'908

Changes in net working capital

(3'597)

(50'636)

Taxes paid

(75'152)

(83'411)

Interest paid

(471)

(1'321)

Provisions used

23

(2'130)

(106)

Cash flow from operating activities

534'339

480'366

Purchase of intangible assets and property, plant and equipment

8

(28'389)

(32'852)

Disposal of intangible assets and property, plant and equipment

665

369

Change in other non-current assets

9

3'453

(1'172)

Interest received

2'877

10'567

Changes in current financial assets

14

(1'259)

199'723

Cash flow from investing activities

(22'653)

176'635

Dividends paid to shareholders of EMS-CHEMIE HOLDING AG

(403'461)

(374'224)

Dividends paid to non-controlling interests

20

(589)

(2'908)

Purchase of shares from non-controlling interests

31

(34'989)

0

Repayment of lease liabilities

21

(4'191)

(4'219)

Proceeds from bank loans

21

21'824

0

Repayment of bank loans

21

0

(22'372)

Cash flow from financing activities

(421'406)

(403'723)

Change in cash and cash equivalents

90'280

253'278

Cash and cash equivalents at 1.1.

518'368

264'383

Translation differences on cash and cash equivalents

(5'554)

707

Cash and cash equivalents at 31.12.

16

603'095

518'368

Reference numbers indicate corresponding notes to the consolidated financial statements.

‌Notes to the Consolidated Financial Statements Consolidated accounting principles

General information on the cons olidated financial s tatements

The consolidated financial statements give a true and fair view of the financial position, the results of operations and the cash flows of the EMS Group. The consolidation is based on individual financial statements of subsidiaries prepared according to uniform Group accounting principles and in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They also comply with Swiss law.

Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.

The preparation of consolidated financial statements and related disclosures in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date and revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary.

Significant es timates and as s umptions made by management

Impairment of non-current assets

To ascertain whether impairment has occurred, estimates are made of the expected future cash flows arising from the use and possible disposal of such assets. Significant assumptions are made in relation to such calculations, including expected sales figures, margins and discounting rates. It is also possible for useful life expectancies to be reduced, the intended use of property, plant and equipment to change, production sites to be relocated or closed, and production plants to generate lower-than-expected sales in the medium term.

Inventories

Purchased inventories are measured at cost, while internally generated products are measured at manufacturing cost. Besides individual costs, the cost of production also includes a proportionate allocation of manufacturing overheads. The recoverability value of inventories is evaluated based on assumptions of future usage and price development.

Receivables

Allowances on receivables are based on assumed and estimated future defaults. Basis for theses assumptions and estimates are outstandings by due dates and specific customer and regional information.

Provisions

In the course of their ordinary business operations, Group companies may be involved in

legal proceedings. If considered necessary, provisions for litigation risks, environmental risks and other provisions are recorded for expected net cash outflow. Other provisions primarily cover expected warranty claims arising from the sale of goods or services. The estimated and effective cash outflows in future reporting periods may therefore deviate from the actual estimates.

Employee benefits

The EMS Group operates various retirement plans on behalf of its employees. In the case of defined benefit plans, statistical assumptions are made in order to estimate future developments. When parameters alter due to changes in the economic situation or different market conditions, subsequent effects may differ significantly from the actuarial opinions and calculations.

Income taxes

Measurement of actual and future income tax liabilities is subject to interpretation of the tax legislation in the countries concerned. The accuracy of tax declarations and appropriateness of liabilities are judged in the context of final assessments or inspections by the tax authorities. Furthermore, the judgment as to whether tax-loss carry forwards can be capitalized requires critical assessment of their usability in terms of netting with future profits, which are dependent on numerous imponderables.

Changes in accounting policies

In 2025, the EMS Group has implemented various minor amendments of IFRS to existing standards and interpretations, which have no material impact on the Group's overall results and financial position.

Cons is tency

The principles of valuation and consolidation remain unchanged from the previous year.

Scope of cons olidation

The scope of consolidation includes all companies in and outside Switzerland which are controlled - directly or indirectly - by EMS-CHEMIE HOLDING AG, either by holding more than 50% of the voting rights or by contracts or other agreements (see note 32 "List of subsidiaries").

Method of cons olidation

The financial statements of majority-owned companies are fully consolidated. Assets and liabilities, income and expenses are incorporated in full. Capital consolidation is effected using the acquisition method. Intercompany transactions and relations have been eliminated in the course of consolidation. Unrealized profits from intercompany deliveries are eliminated in the income statement. All assets and liabilities of acquired companies are valued at fair value at the time of acquisition. Any positive difference between the resulting fair value of the net assets and contingent liabilities acquired and the cost of acquisition is capitalized as goodwill. Results for acquired companies are included in consolidation as from the date on which control was transferred. Changes in a parent's

ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In the case of disposal of companies the deconsolidation is effected through the income statement as of the date when control is relinquished. The companies' results are then included in the consolidation up to such date.

Foreign currencies

The financial statements of the individual Group companies are presented in the currency of the primary economic environment in which the respective company operates (functional currency). The consolidated financial statements are prepared in Swiss francs, the Group's reporting currency. Financial statements in foreign currencies are translated as follows: current assets, non-current assets and liabilities at year-end exchange rates. Equity items are translated at historical rates. All items in the income statement are translated using the annual average exchange rate. The resulting translation differences are carried to equity without affecting net income. In case of disposal of a foreign subsidiary, the translation differences accumulated are transferred to the income statement (realization). The monetary balance sheet positions in foreign currency are translated at the year-end closing exchange rates. The differences are recognized in the income statement. Foreign currency transactions are translated at the spot exchange rate or at a monthly average exchange rate.

The most important exchange rates:

Annual average

Year-end closing

Unit

2025

2024

2025

2024

Euro

EUR

1

0.937

0.952

0.930

0.941

US dollar

USD

1

0.831

0.880

0.792

0.904

Japanese yen

JPY

100

0.555

0.581

0.506

0.577

Chinese renminbi

CNY

100

11.551

12.213

11.320

12.360

Taiwan dollar

TWD

100

2.665

2.743

2.519

2.759

Balance s heet date

The balance sheet date of subsidiaries is December 31. The balance sheet date of the parent company EMS-CHEMIE HOLDING AG is April 30. In accordance with uniform Group accounting principles an interim closing is prepared for the parent company as of December 31.

Valuation principles

The consolidated financial statements are based on historical costs. Exceptions are derivative financial instruments, which are measured at fair value, as well as employee benefit assets and liabilities, which are measured at the present value of the defined benefit obligation less the fair value of the plan assets.

Intangible assets (excluding goodwill)

Software, patents and trademarks are valued at their acquisition cost less amortization and impairment. Amortization is done on a straight-line basis over its limited, economic life which is 3-12 years.

Goodwill

Goodwill represents the excess of the sum of purchase price, the amount of non-controlling interests in the acquired company and the fair value of the previously held share of equity over the total fair value of the assets, liabilities and contingent liabilities. Goodwill is subject to an annual impairment test.

Property, plant and equipment

Property, plant and equipment are shown at purchase price or manufacturing cost less depreciation and impairments. Assets are depreciated using the straight-line method over their estimated useful lives. Useful lives are estimated in terms of the asset's physical life expectancy, corporate policy on asset renewals and technological and commercial obsolescence. The value of the capitalized property, plant and equipment is periodically reviewed. An impairment loss is recorded when the carrying amount exceeds the recoverable amount.

Repairs and maintenance are expensed as incurred. Investments in improvements or renewals of assets are capitalized if they increase economic benefit.

Depreciation periods:

  • Land: normally not depreciated

  • Plant under construction: normally not depreciated

  • Buildings: 25 - 50 years

  • Technical plant and machinery: 7 - 25 years

  • Other property, plant and equipment: 5 - 15 years

    Impairment

    The carrying amounts of property, plant and equipment and of intangible assets are reviewed as of the balance sheet date. If there are any indications of permanent impairment, the recoverable amount is determined. The recoverable amount corresponds to the higher of the fair value less costs to sell or the value in use. In cases where the carrying amount is higher than the recoverable amount, the difference is booked in the income statement. For the impairment test the corporate assets are collected at the lowest level for which cash flows can be identified separately (cash-generating units). For estimating the value in use, the future cash flows are discounted to the present value with a discount rate before taxes which includes the current market expectations, the time value of money and the specific risks of the assets.

    Inventories

    Inventories used for production are valued at their historical purchase or production cost or at their net realizable value, whichever is lower. Raw materials are valued using the "fifo" (first-in, first-out) method and at the moving average price. The raw materials included in semi-finished or finished products are valued either using current moving average price or standard costs. The cost of production also includes a proportionate allocation of manufacturing overheads.

    Trade Receivables

    Trade receivables are measured at amortized costs less allowances for doubtful

    accounts which are based on credit ratings and expected credit losses . Trade receivables are not discounted.

    Cash and cash equivalents

    Cash and cash equivalents include cash on hand, bank account balances and short-term deposits within an original maturity of less than three months. Cash and cash equivalents are valued at their nominal value. Cash and cash equivalents is also used as fund for the cash flow statement.

    Other current financial instruments

    Other current financial instruments include fixed-term deposits or money market instruments with a maturity within 1 year. Those are entered with financial institutions of high-grade credit rating ("investment grade"). They are measured at amortized costs. Impairments on other current financial instruments are recognized in financial income/expenses when at the balance sheet date a significant increase in the risk of default is observed. This is the case if the counterparty does not hold an investment grade rating anymore. In a next level, when objective evidence exists that the counterparty is insolvent or in substantial financial difficulties, individual value adjustments are recognized.

    Derivative financial instruments

    Initial (at trade date) and subsequent measurement of all derivative financial instruments is fair value excluding transaction costs. Changes in fair value are recorded in financial income/expense and, with hedge accounting applied, transferred to other comprehensive income in the equity.

    Derivative financial instruments are used to hedge highly probable sales and purchases in foreign currencies (cash flow hedges). When applying IFRS 9 for cash flow hedges, the effective portion of unrealized gains/losses (positive/negative replacement value) from derivative financial instruments is recognized in other comprehensive income, the ineffective portion is recognized immediately in the income statement. The gains and losses disclosed in the other comprehensive income are transferred to the income statement together with the recognition of the underlying transaction in the income statement (realization). The goal of hedge accounting is to synchronously recognize the underlying transaction and the realized derivative financial instrument in the income statement.

    Fair values

    Values for derivative financial instruments are based on replacement values or recognized valuation models such as option price models (Black-Scholes).

    If there is no separate disclosure in the notes to the consolidated financial statements of the EMS Group, the fair values are considered to be in line with the carrying amounts at the balance sheet date.

    Financial liabilities

    Financial liabilities are recognized initially at the proceeds received, net of transaction costs incurred. In subsequent periods, financial liabilities are stated at amortized cost. Financial liabilities are classified as current if they are due to be repaid within twelve months after the balance sheet date, even if an agreement has been concluded on the long-term refinancing or rescheduling of payment commitments after the balance sheet

    date but prior to the approval of the financial results for publication.

    Payables , Other liabilities

    Payables consist mainly of trade payables. Other liabilities consist of other payables, accruals, prepayments from customers and deferred income. Valuation is at amortized cost.

    Provisions

    Provisions are set up for legal or constructive obligations if these obligations, resulting from a past event and existing at balance sheet date, will most probably lead to a cash outflow and if the amounts can be reliably estimated. A provision is recognized when the probability is above 50%. If the effect is material, provisions are determined by discounting expected future cash flows.

    Employee benefits

    All Swiss subsidiaries are affiliated to the pension fund of the EMS Group. The pension fund of the EMS Group is a legally independent pension fund. These funds are fully funded by employee and employer contributions. Present and former employees or their surviving dependents, respectively, receive benefits for retirement, disability or in case of death, depending on the regulations of the individual pension funds.

    For the purpose of the consolidated financial statements, the corresponding employee benefit obligations resulting from the Swiss plans are calculated on an annual basis. The future employee benefit obligations are calculated by using actuarial assumptions and methods in accordance with IFRS for each plan based on past and expected future service periods, the expected development of salaries and the indexation of pensions using the "Projected Unit Credit Method".

    The amount recognized in the consolidated financial statements represents the deficit or surplus of the defined benefit plans (net pension liability or asset). However, in case of a surplus the recognized asset is limited to the present value of the economic benefits from future reductions in contributions.

    The components of pension costs from defined benefit plans are recognized as follows:

  • service costs and net interest income or expense are recognized in profit or loss as part of personnel expenses,

  • remeasurements are recognized in other comprehensive income.

    Service costs comprise current service costs, any past service costs, and gains and losses on settlements. Gains and losses on plan curtailments are treated equally to past service costs. Employee contributions reduce the service costs and are deducted from these costs depending on the individual pension fund regulations or in cases where there is a factual obligation to do so.

    Net interest income or expense result from the multiplication of the net defined benefit liability (or asset) at the beginning of the financial year with the actuarial discount rate, under consideration of changes resulting from the payments of contribution and annuities throughout the financial year.

    Remeasurements comprise:

  • actuarial gains and losses from changes of the present value of the defined benefit liability (asset) arising from changes in actuarial assumptions and experience adjustments;

  • the actual return on plan assets, excluding amounts included in net interest income or expense; and

  • changes in the effect of limiting a net defined benefit asset to the asset ceiling, excluding amounts included in net interest income or expense.

    The employees of foreign group entities are covered either by state-run social welfare schemes or independent defined contribution pension plans.

    The expenses which are recognized in the income statement for these defined contribution pension plans represent the employer contributions made to these plans.

    Net sales

    Sales for goods and services are recognized at the point in time when the control over the goods is transferred to the customer. The point in time of the transfer of control is dependent on specific contractual terms and the agreed international trade terms 'Incoterms" respectively.

    The performance obligations primarily consist of the delivery of manufactured products (polymers) to the agreed specifications depending on contractual terms. Net sales revenue is stated after deduction of value added taxes and any deduction of discounts and credits.

    A minor part of the net sales is recognized over time, which is related to rendered services in regards to the project business (long-term construction contracts) in the segment High Performance Polymers.

    Research and development costs

    Research and development costs are charged to the income statement for the year in which they incur under the following headings: wages and salaries, material expenses and amortization on research and development assets. Development costs are capitalized only and insofar as it can be assumed with a high degree of probability that sufficient future income will be generated to cover the costs arising in connection with the development of the product or process.

    Income taxes

    Current income taxes are calculated on the taxable profit. Deferred tax assets or liabilities are calculated for all temporary differences between group values and the tax values of assets and liabilities. A deferred tax asset from a tax loss is recognized only to the extent that it is probable that future taxable profits will be available to offset against the capitalized tax loss.

    Segment reporting

    Internal reporting to the Board of Directors (= Chief Operating Decision Maker) is based on the two business areas of "High Performance Polymers" and "Specialty Chemicals". The same accounting principles are applied as for the consolidated financial statements. The strategy, and therefore the allocation of resources, is defined by the Board of Directors. The yearly budgets and medium-term plans of the two business areas are

    approved by the Board of Directors. Operating performance is monitored quarterly by the Board of Directors. The segmentation is done to the level of EBIT. Financial income and expenses and taxes are managed on Group level. Assets and liabilities are allocated to the segments either directly or using distribution keys.

    Financial ris k management

    General

    Risk management constitutes an integral part of planning and reporting activities at the EMS Group. At Executive Management and Business Unit level, risks are identified annually as part of medium-term planning procedure and preparation of the budget for the following year. They are then weighted according to the risk level and probability of its occurrence. In the course of planning discussions, the CEO and CFO report to the Board of Directors on the magnitude of these risks and the implementation status of the measures taken to counter them. The policy for risk management remains unchanged from the previous year.

    The EMS Group is exposed to various financial risks arising from its business activities such as credit risks, liquidity risks and market risks. The financial risks are reported monthly to the Board of Directors.

    Credit risks

    Credit risks arise from the possibility that the counterparty to a transaction may be unable or unwilling to meet their obligations. Fixed-term deposits and derivative financial instruments are only entered into with counterparties that have a high credit standing. Trade receivables are subject to a policy of active risk management focusing on the assessment of country risk, credit availability, ongoing evaluation of credit standing and account monitoring procedures. There are no significant concentrations within counterparty credit risks. Within trade receivables, this is due to the EMS Group's large number of customers and their wide geographical spread, which has been permanently verified. Country risk limits and exposures are continuously monitored. The exposure of other financial assets to credit risk is controlled by setting a policy for limiting credit exposure to high-quality counterparties, ongoing reviews of credit ratings, and limiting individual aggregate credit exposure accordingly. There are no collateral or similar contracts.

    Liquidity risks

    Liquidity risk is the risk that the EMS Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The cash flows and liquidity requirements of the EMS Group are supervised by central treasury. The goal is to have the liquidity required for day-to-day operations available at all times.

    Market risks - Interest rate risks

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk is limited due to the low debt ratio. Interest rate risk is not hedged.

    Market risks - Currency risks

    Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The EMS Group operates internationally and is exposed to exchange rate risk. The EMS Group uses derivative

    financial instruments in the usual course of business to hedge the risks. The EMS Group's treasury unit conducts the trade by order of Executive Management or Head of Business Unit, monitors exposure and prepares the relevant reports, which are submitted monthly to Executive Management and the Board of Directors.

    Capital management

    The capital managed by the EMS Group consists of the consolidated equity. The EMS Group has set the following goals for the management of its capital:

  • maintaining a healthy and sound balance sheet structure based on going concern values;

  • ensuring the necessary financial resources to be able to make investments and acquisitions;

  • achieving a return for shareholders that is appropriate to the risk;

  • distribution of financial resources not required for operational business to the shareholders.

Capital is monitored based on the equity ratio (equity excluding non-controlling interests / total assets). The balance sheet equity ratio is 83.3% as at December 31, 2025 (December 31, 2024: 82.4%). The EMS Group has no external minimum capital requirements.

There were no changes in the EMS Group's approach to capital management in the reporting period.

‌Segment information by business area

High Performance Polymers

Specialty Chemicals Total

(CHF '000)

2025

2024

2025

2024

2025

2024

Net sales recognized at a point in time

1'736'654

1'857'645

190'822

196'916

1'927'476

2'054'561

Revenue recognized over time

22'180

16'207

0

0

22'180

16'207

Net sales

1'758'834

1'873'852

190'822

196'916

1'949'656

2'070'768

Earnings before interest, tax, depreciation and amortization (EBITDA)

579'580

551'881

42'715

39'795

622'295

591'677

Depreciation and amortization

(50'383)

(47'685)

(4'895)

(4'895)

(55'278)

(52'580)

Net operating income (EBIT)

529'197

504'196

37'820

34'900

567'017

539'097

Net financial income

(3'158)

9'939

Net income before taxes

563'859

549'036

Income taxes

(93'038)

(82'908)

Net income

470'821

466'128

Invoicing and cost attribution between segments are subject to the same conditions as with third parties. No net sales exist between the segments.

High Performance Polymers

Specialty Chemicals Non-segment assets/liabilities

Total

(CHF '000)

2025

2024

2025

2024

2025

2024

2025

2024

Segment assets 1)

1'298'947

1'377'224

322'348

328'963

605'243

520'982

2'226'538

2'227'169

Segment liabilities 2)

317'653

327'725

28'993

34'750

21'375

29

368'021

362'504

Investments

24'892

29'898

3'497

2'954

28'389

32'852

Segment information by geographical region

Net sales by

customer location

Net sales by production s ite

Segment assets 1)

(CHF '000)

2025

2024

2025

2024

2025

2024

Europe

995'415

1'051'622

1'402'201

1'431'973

1'170'276

1'231'224

thereof Switzerland

73'186

73'328

933'941

945'131

985'777

1'042'870

thereof Germany

363'666

384'549

217'793

231'813

92'821

93'409

Asia

566'680

597'299

276'206

339'610

296'268

309'301

thereof China

321'624

350'016

146'909

184'742

185'350

191'832

Americas

368'374

400'901

271'249

299'185

154'751

165'662

thereof USA

232'987

252'565

182'843

196'070

119'965

125'143

Other

19'187

20'946

0

0

0

0

Non-segment assets

605'243

520'982

Total

1'949'656

2'070'768

1'949'656

2'070'768

2'226'538

2'227'169

Major customers

No single customer accounts for more than 10% of total net sales.

1)Segment assets of business areas: Assets without cash and cash equivalents, fixed deposits in other current and non-current financial assets and investments in associated companies.

2)Segment liabilities of business areas: Liabilities without current and non-current bank loans.

Capitalized costs and other operating income

2025

2024

(CHF '000)

(CHF '000)

Capitalized costs

5'027

7'168

Other operating income

14'487

12'709

Total capitalized costs and other operating income

19'514

19'877

1

Personnel expenses

2025

2024

(CHF '000)

(CHF '000)

Wages and salaries

192'578

198'250

Subcontractor salaries

10'120

10'702

Expenses for defined benefit plans (see note 22)

8'076

7'129

Legal/contractual social insurance

29'803

29'313

Other personnel expenses

7'776

9'768

Total personnel expenses

248'353

255'162

2

Other operating expenses

2025

2024

(CHF '000)

(CHF '000)

Rental and lease expenses

5'910

4'842

Repairs and maintenance

28'808

35'167

Insurance, duties, fees

6'397

6'292

Energy

33'676

37'354

Administration, promotion

24'050

26'531

Losses on disposal of property, plant and equipment, net

845

780

Supplies

5'690

11'946

Other operating expenses

7'754

13'418

Total other operating expenses

113'130

136'330

3

Research and development

2025

2024

(CHF '000)

(CHF '000)

Expenditures for research and development

48'281

48'494

In % of net sales

2.5%

2.3%

4

Financial income

2025

2024

(CHF '000)

(CHF '000)

Interest income on bank accounts

2'612

5'628

Interest income on money market

240

2'847

Foreign exchange gains, net

0

3'372

Total financial income

2'852

11'847

5

Financial expenses

2025

2024

(CHF '000)

(CHF '000)

Interest expenses

635

793

Interest on lease liabilities

266

335

Foreign exchange losses, net

4'534

0

Bank charges and commissions

575

780

Total financial expenses

6'010

1'908

6

Income taxes

2025

2024

(CHF '000)

(CHF '000)

Current income taxes actual year

78'899

68'939

Current income taxes previous years

383

2'076

Deferred income taxes

13'756

11'893

Total income taxes

93'038

82'908

7

Taxation on items of other comprehensive income and equity

(CHF '000)

2025

2024

Effect before taxes

Taxes

Effect after taxes

Effect before taxes

Taxes

Effect after taxes

Remeasurements of

defined benefit plans

(518)

85

(433)

(1'935)

290

(1'645)

Net changes from cash flow hedges

7'575

(1'250)

6'325

(3'707)

556

(3'151)

Translation differences

(43'083)

(739)

(43'822)

11'878

0

11'878

Other comprehensive income

(36'026)

(1'904)

(37'930)

6'236

846

7'082

Reconciliation of income taxes

2025

2024

(CHF '000)

(CHF '000)

Net income before taxes

563'859

549'036

Expected income tax rate

17.2%

16.9%

Expected income taxes

97'133

92'748

Utilization of previously unrecognized tax losses

(335)

(899)

Tax exemption

(11'506)

(16'201)

Expenses not being deductible for tax purposes

566

576

Taxes previous years

383

2'076

Impact of changed income tax rates

933

1'475

Withholding tax on dividends and other

5'864

3'133

Effective income taxes

93'038

82'908

Effective income tax rate

16.5%

15.1%

The ultimate holding company is incorporated in Switzerland. The subsidiaries operate in different countries with different tax laws and tax rates. The expected income tax rate corresponds to the weighted average of the tax rates in these tax jurisdictions. Due to the mix of the EMS Group's taxable income and changes in some local tax rates, the expected income tax rate may change from year to year.

Deferred income taxes:

Change in recognized assets/liabilities

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

(3'282)

7'785

Change income statement

(13'756)

(11'893)

Change other comprehensive income/equity

85

846

Translation differences

1'565

(20)

At 31.12.

(15'388)

(3'282)

Deferred income taxes by balance sheet category

(CHF '000)

2025

2024

Deferred income tax

assets

Deferred income tax liabilities

Deferred income tax

assets

Deferred income tax liabilities

Deferred income taxes non-current assets

54'377

67'106

67'493

68'329

Deferred income taxes current assets

18'454

14'026

18'302

15'547

Deferred income taxes financial liabilities

4'746

8'540

4'595

8'352

Deferred income taxes employee benefit liabilities

384

22

489

23

Deferred income taxes provisions and accruals

2'598

6'253

2'249

4'159

Offsetting effect deferred income tax assets and liabilities

(18'513)

(18'513)

(13'917)

(13'917)

Total deferred income tax assets and liabilities

62'046

77'434

79'211

82'493

Deferred income taxes on non-current assets affect mainly intangible assets, property, plant and equipment, on current assets inventories and receivables. As at December 31, 2025, valuation differences of CHF 30.4 million (2024: CHF 31.4 million) were recorded on investments in subsidiaries. A deferred tax liability was not recognized as the Group controls the date of the reversal of the related contingent valuation differences and does not expect them to be realized in the near future.

Tax loss carryforwards

(CHF '000)

2025

2024

Tax loss carryforwards

Tax effect

Tax loss carryforwards

Tax effect

Total tax loss carryforwards

1'847

314

1'607

404

Tax loss carryforwards without recognition of deferred tax assets

202

51

1'607

404

Expiry of tax loss carryforwards

1 year

38

10

259

65

2 years

12

3

831

208

3 years

51

13

2

1

4 years

2

1

34

9

5 years

99

24

481

121

>5 years

1'645

263

0

0

Switzerland has enacted the OECD minimum tax rules (Pillar Two) into domestic law with effect from 1 January 2024. The EMS Group falls within the scope of the Pillar Two provisions. For the financial year 2025, no additional tax expenses arose in connection with Pillar Two. The EMS Group continuously monitors developments and the national implementation of the Pillar Two rules in the jurisdictions in which it operates.

The EMS Group applies the exception under IAS 12 with respect to the OECD minimum taxation (Pillar Two). Accordingly, no deferred tax assets or liabilities are recognized or measured in connection with Pillar Two income taxes. Current income taxes arising from Pillar Two are recognized on an accrual basis once a corresponding tax obligation arises.

Notes

8

Intangible assets, property, plant and equipment, and right-of-use assets

I. Intangible assets

(CHF '000)

Goodwill

Software

Other

Total

Cost

49'369

32'400

1'770

83'539

Accumulated amortization

0

(25'253)

(1'164)

(26'417)

Net book value 1.1.2024

49'369

7'147

606

57'122

Additions

0

394

416

810

Disposals

0

0

0

0

Amortization

0

(1'399)

(139)

(1'538)

Reclassifications

0

671

0

671

Translation differences

515

23

28

566

At 31.12.2024

49'884

6'836

911

57'631

Cost

49'884

34'182

2'257

86'323

Accumulated amortization

0

(27'345)

(1'346)

(28'691)

Net book value 31.12.2024

49'884

6'836

911

57'631

Additions

0

294

36

330

Disposals

0

0

0

0

Amortization

0

(1'361)

301

(1'060)

Reclassifications

0

1'103

(329)

774

Translation differences

(980)

(32)

(105)

(1'117)

At 31.12.2025

48'904

6'840

814

56'558

Cost

48'904

21'302

1'935

72'141

Accumulated amortization

0

(14'461)

(1'121)

(15'582)

Net book value 31.12.2025

48'904

6'840

814

56'558

The other intangible assets mainly contain patents and trademarks. Impairment test for goodwill:

The cash generating unit for the impairment test of the total goodwill of CHF 48.9 million (2024: CHF 49.9 million) is the

Business Unit EMS-EFTEC of business area "High Performance Polymers". Its recoverability is tested yearly on the basis of future cash flows. The recoverable amount calculated by impairment testing is based on the value in use.

The following assumptions form the basis:

  • The cash flows for the first three years were determined on the basis of medium-term plans.

  • The cash flows of the following years were calculated with an annual growth rate of 2.0% (2024: 2.0%).

  • The discount rate before taxes (WACC) is 5.8% (2024: 7.7%).

The projections are based on knowledge and experience and also on judgements made by management as to the probable economic development of the relevant markets.

Impairment testing as of the closing date confirmed the recoverability of goodwill. A deterioration of the assumptions by 10% would also not impair goodwill.

II. Property, plant and equipment

Land incl.

Technical

plant,

Furniture,

EDP

(CHF '000)

develop-

ment cost

Buildings

machinery,

R&D plants

equipment,

vehicles

Under con-

struction

Total

Cost

23'753

364'623

1'154'342

68'720

56'235

1'667'673

Accumulated depreciation

(2'536)

(226'195)

(789'618)

(49'136)

0

(1'067'485)

Net book value 1.1.2024

21'217

138'428

364'724

19'584

56'235

600'188

Additions

42

1'220

1'885

2'841

26'054

32'042

Disposals

0

(89)

(870)

(183)

(7)

(1'149)

Depreciation

763

(7'403)

(35'673)

(4'868)

0

(47'181)

Reclassifications

5

10'896

39'887

4'147

(55'606)

(671)

Translation differences

(83)

478

860

65

203

1'523

At 31.12.2024

21'944

143'530

370'813

21'586

26'880

584'755

Cost

23'788

377'030

1'189'409

71'934

26'880

1'689'041

Accumulated depreciation

(1'844)

(233'500)

(818'596)

(50'348)

0

(1'104'288)

Net book value 31.12.2024

21'944

143'530

370'813

21'586

26'880

584'755

Additions

17

962

4'312

2'123

20'645

28'059

Disposals

0

(113)

(862)

(289)

(258)

(1'522)

Depreciation

(80)

(7'343)

(37'733)

(4'638)

0

(49'794)

Reclassifications

0

5'069

15'487

2'338

(23'668)

(774)

Translation differences

(485)

(1'750)

(4'469)

(468)

(763)

(7'935)

At 31.12.2025

21'396

140'355

347'547

20'652

22'835

552'788

Cost

23'156

378'042

1'179'976

70'763

22'835

1'674'772

Accumulated depreciation

(1'760)

(237'687)

(832'428)

(50'111)

0

(1'121'986)

Net book value 31.12.2025

21'396

140'355

347'547

20'652

22'835

552'788

III. Right-of-use assets

Technical

Furniture,

(CHF '000)

Buildings

plant,

machinery, R&D plants

EDP

equipment, vehicles

Total

Cost

21'683

49

8'038

29'770

Accumulated depreciation

(14'980)

(93)

(4'428)

(19'501)

Net book value 1.1.2024

6'703

(44)

3'610

10'270

Additions

1'889

0

205

2'094

Depreciation

(2'803)

(944)

(115)

(3'862)

Reclassifications

2'057

1'178

(3'235)

0

Translation differences

(47)

(2)

(31)

(80)

At 31.12.2024

7'799

188

434

8'421

Cost

18'319

4'690

840

23'849

Accumulated depreciation

(10'520)

(4'502)

(406)

(15'428)

Net book value 31.12.2024

7'799

188

434

8'421

Additions

4'829

3'393

42

8'264

Depreciation

(3'444)

(817)

(163)

(4'424)

Term reduction

(431)

0

0

(431)

Translation differences

(718)

(251)

(26)

(995)

At 31.12.2025

8'035

2'512

287

10'834

Cost

15'996

3'092

801

19'889

Accumulated depreciation

(7'961)

(579)

(514)

(9'054)

Net book value 31.12.2025

8'035

2'512

287

10'834

Other non-current assets

2025

2024

(CHF '000)

(CHF '000)

Other non-current assets

18'910

22'431

Assets from employee benefits (see note 22)

3'731

4'094

Total other non-current assets

22'641

26'525

9

Other non-current assets mainly comprise prepayments to third parties.

Other non-current financial instruments

2025

2024

(CHF '000)

(CHF '000)

Derivative financial instruments

3'500

7'554

Other non-current financial assets

2'157

2'315

Total other non-current financial instruments

5'657

9'869

10

Inventories

2025

2024

(CHF '000)

(CHF '000)

Raw materials and supplies

230'706

239'384

Semi-finished goods, work in progress

32'107

7'965

Finished products

296'284

325'441

Value adjustments

(17'816)

(22'684)

Total inventories

541'281

550'106

11

Trade receivables

2025

2024

(CHF '000)

(CHF '000)

Trade receivables

276'409

295'131

Allowances for doubtful trade receivables

(4'564)

(4'400)

Total trade receivables

271'845

290'731

12

Allowances for doubtful receivables are determined based on credit risks and future expected credit losses.

Due dates of trade receivables and allowances

(CHF '000)

2025

2024

Gross value

Allowan-

ces

Gross value

Allowan-

ces

Not due

264'180

(2'076)

266'351

(1'804)

Overdue <30 days

6'440

(193)

23'616

(708)

Overdue 30 to 60 days

3'572

(179)

1'956

(98)

Overdue 60 to 90 days

111

(17)

591

(89)

Overdue >90 days

2'106

(2'100)

2'617

(1'701)

Total

276'409

(4'564)

295'131

(4'400)

Change in allowances of trade receivables

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

4'400

3'571

Increase in allowances

1'810

2'205

Decrease in allowances

(1'246)

(1'551)

thereof used/write offs

(187)

0

thereof released

(1'059)

(1'551)

Translation differences

(400)

175

At 31.12.

4'564

4'400

Notes

Other current assets

2025

2024

(CHF '000)

(CHF '000)

Withholding tax receivables

4'066

8'373

Prepayments and accrued income

8'769

7'746

Contract assets

24'367

22'696

Other receivables

31'947

40'136

Total other current assets

69'149

78'951

13

There is no allowance on contract assets because the expected default rate is 0%.

Other current financial instruments

2025

2024

(CHF '000)

(CHF '000)

Derivative financial instruments

18'489

9'796

Other current financial assets

2'146

1'168

Total other current financial instruments

20'635

10'964

14

Derivative financial instruments effective for hedge accounting

2025

2024

(CHF '000)

(CHF '000)

Currency Forward Agreements

EUR/CHF

Notional amount

474'966

606'169

Positive replacement value

6'395

15'983

Negative replacement value

24

0

USD/CHF

Notional amount

137'516

222'582

Positive replacement value

10'969

43

Negative replacement value

0

3'049

CNY/CHF

Notional amount

127'470

30'012

Positive replacement value

79

0

Negative replacement value

154

66

CZK/EUR

Notional amount

0

14'355

Positive replacement value

0

51

Negative replacement value

0

0

JPY/CHF

Notional amount

47'954

20'260

Positive replacement value

4'546

1'136

Negative replacement value

0

0

KRW/CHF

Notional amount

0

1'265

Positive replacement value

0

137

Negative replacement value

0

0

Total

Notional amount

787'906

894'643

Positive replacement value

21'989

17'350

Negative replacement value

178

3'115

Current portion <12 months

Notional amount

767'646

607'353

Positive replacement value

18'489

9'796

Negative replacement value

178

2'445

Non-current portion 1-5 years

Notional amount

20'260

287'290

Positive replacement value

3'500

7'554

Negative replacement value

0

670

15

Currency forwards are designed to hedge cashflows resulting of expected future net sales in EUR, USD, CNY and JPY. These transactions are highly probable and contain 96% of the total sales expected in EUR, 74% of the sales expected in USD, 100% of the sales expected in CNY and 49% of the sales expected in JPY. The total amount of forwards varies with the amount of sales and purchases in foreign currencies as well as with the fluctuation of exchange rates.

The replacement value is understood to be the fair value of derivative financial instruments. Positive replacement values are the values that are lost if the counterparty cannot deliver (maximum default risk). This risk is considered to be minimal, as the counterparties are first-rate financial institutions. Any derivatives are reported at fair value.

Net changes from cash flow hedges in other comprehensive income and equity

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

15'306

18'457

Fair value adjustments

7'575

(3'707)

Income taxes

(1'250)

556

Net changes from cash flow hedges

6'325

(3'151)

At 31.12.

21'631

15'306

Notes

2025

2024

16

Cash and cash equivalents

(CHF '000)

(CHF '000)

Bank deposits

595'106

505'459

Money market funds

7'918

12'832

Cash

71

77

Total cash and cash equivalents

603'095

518'368

17

Share capital

Par value

(CHF)

Number of

issued registered

shares

Number of

shares entitled to dividend

Share capital (CHF '000)

At 31.12.2023

0.01

23'389'028

23'389'028

234

Purchase of treasury shares

-

-

-

Sale of treasury shares

-

-

-

At 31.12.2024

0.01

23'389'028

23'389'028

234

Purchase of treasury shares

-

-

-

Sale of treasury shares

-

-

-

At 31.12.2025

0.01

23'389'028

23'389'028

234

18

Earnings per share - EPS

Earnings per share are calculated by dividing the net income attributable to shareholders of EMS-CHEMIE HOLDING AG by the weighted average number of shares outstanding excluding treasury shares. Diluted earnings per share factor in any potential dilution caused by the potential exercising of stock options, warrants and convertible bonds. EMS Group has not issued any of such equity instruments that are still outstanding.

2025

2024

Weighted average of registered shares outstanding

23'389'028

23'389'028

Net income attributable to shareholders of EMS-CHEMIE HOLDING AG (CHF '000)

466'505

460'788

Basic earnings per share (CHF)

19.95

19.70

Diluted earnings per share (CHF)

19.95

19.70

2025

2024

19

Significant shareholders

share

share

Emesta Holding AG, Freienbach, 7'112'072 registered shares (2024: 7'112'072)

30.41%

30.41%

Mamira Holding AG, Freienbach, 7'112'072 registered shares (2024: 7'112'072)

30.41%

30.41%

BAUMI Holding AG, Freienbach, 2'363'000 registered shares (2024: 2'363'000)

10.10%

10.10%

UBS Fund Management (Switzerland) AG, Basel, 711'058 registered shares (2024: 711'058)

3.04%

3.04%

20

Non-controlling interests

Share of non-controlling interest in equity and in net income. For subsidiaries with non-controlling ownership see note 32 "List of subsidiaries".

Change in non-controlling interests:

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

29'725

26'769

Dividends paid

(589)

(2'908)

Net income

4'316

5'340

Transaction with non-controlling interests

(26'611)

0

Translation differences

(3'225)

524

At 31.12.

3'616

29'725

Financial liabilities

2025

2024

(CHF '000)

(CHF '000)

Non-current financial liabilities:

Lease liabilities

7'127

5'318

Bank loan

2.1%, in JPY, due 30.4.2027

25

29

Total non-current financial liabilities

7'152

5'347

Current financial liabilities:

Lease liabilities

3'994

3'435

Bank loan

1.1%, in JPY, due 30.4.2026-31.7.2026

506

0

Bank loan

2.5%, in CNY, due 22.5.2026-25.9.2026

20'844

0

Total current financial liabilities

25'344

3'435

21

Change of current financial liabilities

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

3'435

27'682

Repayment of bank loans

0

(22'372)

Repayment of lease liabilities

(4'191)

(4'219)

Proceeds from bank loans

21'824

0

Proceeds from lease liabilities

2'056

488

Reclassification of lease liabilities

3'780

2'911

Translation differences

(1'560)

(1'055)

At 31.12.

25'344

3'435

Lease liabilities

2025

2024

(CHF '000)

(CHF '000)

At 1.1.

8'753

10'582

Additions

8'264

2'096

Interest

266

335

Payments

(4'191)

(4'219)

Term reduction

(541)

0

Translation differences

(1'430)

(41)

At 31.12.

11'121

8'753

Current portion

3'994

3'435

Non-current portion

7'127

5'318

  1. Employee benefit liability

    Description of Swiss defined benefit pension plans:

    All Swiss subsidiaries are affiliated to the pension fund of the EMS Group. The pension fund of the EMS Group is a legally independent pension fund. The board of trustees is the body charged with governance and comprises an equal number of employee and employer representatives. The board of the pension fund is required by law and by regulations of the pension fund to act in the best interest of the pension fund and its beneficiaries. Resolutions must be passed on a parity basis. The board is responsible for the determination of any adjustments to be made to the pension regulations as well as for determining the funding requirements of the plan. The funding requirements are subject to the legal minimum requirements of the Swiss Federal Law on Occupational Retirement, Surviving Dependants' and Disability Pension (BVG) and its implementing provisions. The minimum insured salary and the minimum retirement credits are defined in the BVG. The minimum interest rate which has to be applied to these minimum retirement assets is determined by the Swiss Federal Council at least every two years. In 2025, the minimum interest rate was 1.25% (2024: 1.25%). The pension funds are subject to supervision by the regulating authority.

    All pension plans, with the exception of the "Kaderversicherung" (management insurance scheme) which is funded by the employer only, are jointly funded by employees and the employer. However, the Swiss EMS entities contribute a proportionally higher part to the plan than the employees. The retirement benefits are based on the savings capital. Retirement credits and interest are added to this savings capital annually. At the time of retirement, the insured individual can choose between either a lifelong annuity or a capital payment. The annuity is calculated by multiplication of the savings capital with the currently applicable conversion rate. In addition to the retirement benefits, pension benefits include disability benefits and widow's and orphans' pension. These are calculated as a percentage of the insured annual salary. If an employee decides to leave the company, the vested benefit of this employee is transferred to the pension fund of the new employer or to an independent vested benefit foundation. Following the design of defined benefit plans and the legal provisions of the BVG, there are actuarial risks such as the market (investment) risk, interest rate risk, disability risk and longevity risk associated with such plans.

    Retirement benefits, long-term disability benefits and widow's and orphans' pensions which were incurred since January 1, 2024, are borne autonomously. The pension fund of EMS Group has made respective provisions entirely.

    Since January 2021, the conversion rate is unchanged at 4.9%.

    Balance sheet reconciliation

    (CHF '000)

    2025

    2024

    Pension-plans CH

    Other post-employment benefit plans

    Total

    Pension-plans CH

    Other post-employment benefit plans

    Total

    Funded plans

    Fair value of plan assets

    332'172

    3'731

    335'903

    340'062

    4'094

    344'156

    Defined benefit obligation

    (269'004)

    (4'161)

    (273'165)

    (290'999)

    (4'601)

    (295'600)

    Change in effect of asset ceiling

    (62'597)

    0

    (62'597)

    (48'517)

    0

    (48'517)

    Funding

    571

    (430)

    141

    546

    (507)

    39

    Unfunded plans: Defined benefit obligation

    0

    (864)

    (864)

    0

    (942)

    (942)

    Net recognized asset

    571

    (1'294)

    (723)

    546

    (1'449)

    (903)

    Jubilees

    0

    (3'796)

    (3'796)

    0

    (4'089)

    (4'089)

    Provision for termination pay

    0

    (640)

    (640)

    0

    (646)

    (646)

    Net recognized asset

    571

    (5'730)

    (5'159)

    546

    (6'184)

    (5'638)

    Reported in the balance sheet:

    Assets from employee benefits (see note 9)

    3'731

    4'094

    Employee benefit liability

    (8'890)

    (9'732)

    Net recognized asset

    (5'159)

    (5'638)

    The Swiss pension plans represent more than 95 % of the plan assets and defined benefit obligation and are therefore disclosed in detail hereinafter.

    Movement in net defined benefit liability

    2025

    Defined benefit obligation

    Fair value of plan assets

    Effect of

    asset ceiling

    Net defined

    benefit liability

    (CHF '000)

    At 1.1.

    290'999

    (340'062)

    48'517

    (546)

    Current service cost

    8'076

    0

    0

    8'076

    Past service cost

    0

    0

    0

    0

    Interest cost

    2'527

    (3'033)

    437

    (69)

    Total included in the income statement

    10'603

    (3'033)

    437

    8'007

    Remeasurement gain/loss:

    Actuarial gain/loss from

    - demographic assumptions

    0

    0

    0

    0

    - financial assumptions

    (9'912)

    0

    0

    (9'912)

    - experience adjustment

    1'751

    0

    0

    1'751

    Income plan assets excluding interest income

    0

    (4'964)

    0

    (4'964)

    Change in effect of asset ceiling

    0

    0

    13'643

    13'643

    Total included in other comprehensive income

    (8'161)

    (4'964)

    13'643

    518

    Employers' contributions

    0

    (8'550)

    0

    (8'550)

    Employees' contributions

    6'292

    (6'292)

    0

    0

    Vested benefits paid

    (30'729)

    30'729

    0

    0

    At 31.12.

    269'004

    (332'172)

    62'597

    (571)

    EMS expects to pay CHF 7.5 million into defined benefit plans in 2026 (effectively paid in 2025: CHF 8.6 million).

    2024

    Defined

    Fair value

    Effect of Net defined

    (CHF '000)

    benefit

    obligation

    of plan

    assets

    asset

    ceiling

    benefit

    liability

    At 1.1.

    289'389

    (336'380)

    46'445

    (546)

    Current service cost

    7'129

    0

    0

    7'129

    Past service cost

    0

    0

    0

    0

    Interest cost

    5'419

    (5'718)

    0

    (299)

    Total included in the income statement

    12'548

    (5'718)

    0

    6'830

    Remeasurement gain/loss:

    Actuarial gain/loss from

    - demographic assumptions

    0

    0

    0

    0

    - financial assumptions

    21'751

    0

    0

    21'751

    - experience adjustment

    (11'348)

    0

    0

    (11'348)

    Income plan assets excluding interest income

    0

    (10'540)

    0

    (10'540)

    Change in effect of asset ceiling

    0

    0

    2'072

    2'072

    Total included in other comprehensive income

    10'403

    (10'540)

    2'072

    1'935

    Employers' contributions

    0

    (8'765)

    0

    (8'765)

    Employees' contributions

    6'467

    (6'467)

    0

    0

    Vested benefits paid

    (27'807)

    27'807

    0

    0

    At 31.12.

    290'999

    (340'062)

    48'517

    (546)

    Plan assets

    2025

    2024

    (CHF '000)

    (CHF '000)

    Liquidity

    203'954

    204'037

    Bonds CHF*

    0

    0

    Swiss shares*

    3'986

    13'602

    Property

    117'589

    115'621

    Mortgages, loans

    6'643

    6'801

    Other investments

    0

    0

    Total plan assets

    332'172

    340'062

    * Plan assets with market prices.

    Actuarial assumptions as of 31.12.

    2025

    2024

    Discount rate

    1.23%

    0.90%

    Future salary growth

    1.50%

    2.00%

    Mortality table

    BVG 2020 GT

    BVG 2020 GT

    Sensitivity analysis

    The following sensitivity analysis shows the impact of a reasonable possible change in the principal actuarial assumptions on defined benefit obligations at the reporting date.

    2025

    2024

    (CHF '000)

    (CHF '000)

    Discount rate +0.5%

    (12'556)

    (13'922)

    Discount rate -0.5%

    13'773

    15'373

    Future salary growth +0.5%

    913

    1'049

    Future salary growth -0.5%

    (912)

    (1'052)

    Life expectance +1 year

    5'134

    5'570

    Life expectance -1 year

    (4'597)

    (4'981)

    At December 31, 2025, the weighted average duration of the defined benefit obligation was 10.3 years (2024: 10.5 years).

  2. Provisions

2025

Provisions for environmental

risks

Provisions

for litigation

risks

(CHF '000)

Other provisions

Total

At 1.1.

15'131

7'756

4'084

26'971

Increase in income statement

0

0

1'121

1'121

Decrease in income statement/amounts used

0

(2'170)

(3'556)

(5'726)

Translation differences

0

0

0

0

At 31.12.

15'131

5'586

1'649

22'366

Current portion

0

86

1'116

1'202

Non-current portion

15'131

5'500

533

21'164

Provisions for environmental risks cover expected measures for ecological requirements, measures for water protection and for the recultivation and restoration of environmental conditions at existing production or storage sites. The non-current provision has an expected average maturity of 4-8 years. Within the provisions for litigation risks, the risk arising from litigation

processes is adequately covered as at December 31, 2025. Warranty provisions are mainly included within other provisions. The non-current provisions for litigation risks and the non-current other provisions are expected with an average maturity of 2 years. The provisions are not discounted as the time value of money is not material.

Other current liabilities

2025

2024

(CHF '000)

(CHF '000)

Contract liabilities

3'695

4'709

Accrued expenses and deferred income

51'920

42'801

Liabilities to social security institutions

670

832

Other current liabilities

25'542

24'078

Total other current liabilities

81'827

72'420

24

Net debt/(net cash)

2025

2024

(CHF '000)

(CHF '000)

Bank loans

21'375

29

Derivatives with a negative replacement value

178

3'115

Liabilities

21'553

3'144

Other current financial assets

(2'146)

(1'168)

Derivatives with a positive replacement value

(21'989)

(17'350)

Cash and cash equivalents

(603'095)

(518'368)

Net debt/(net cash) without lease liabilities

(605'678)

(533'742)

Lease liabilities

11'121

8'753

Net debt/(net cash) including lease liabilities

(594'557)

(524'989)

25

  1. Transactions with related parties

    Emesta Holding AG, Freienbach, Mamira Holding AG, Freienbach, the pension funds, members of the Board of Directors and members of the Executive Management as well as the close members of their families living in the same household and associated companies are regarded as related parties.

    The members of the Board of Directors or Executive Management as well as the close members of their families did not receive any credits, advances or other types of loans. No related party transactions took place with them.

    The bonuses included in the reporting year consist of the bonuses estimated in the reporting year. The definitive bonuses for the reporting year are announced after the publication of this financial report and are presented in the remuneration report 2025 / 2026.

    Compensation Board of Directors and the Executive Management

    2025

    2024

    (CHF '000)

    (CHF '000)

    Short-term employee benefits to the members of the Board of Directors and Executive Management

    3'500

    4'000

    Share-based payment

    0

    0

    Termination benefits

    0

    0

    Post-employment benefits

    0

    0

    Other long-term employee benefits

    0

    0

    Total compensation

    3'500

    4'000

    Neither the members of the Board of Directors and the Executive Management nor their related parties have any conversion rights or options in EMS-CHEMIE HOLDING AG.

    The detailed disclosures of compensation as per Swiss law can be found in the remuneration report.

  2. Financial Risk Management

Credit risks

2025

2024

(CHF '000)

(CHF '000)

Other non-current assets

18'910

22'431

Non-current financial assets

2'157

2'315

Trade receivables

271'845

290'731

Other current assets without withholding tax receivables

65'083

70'578

Other current financial assets

2'146

1'168

Derivative financial instruments

21'989

17'350

Bank deposits and money market funds

603'024

518'291

Maximum credit risk

985'154

922'864

The maximum credit risk is equal to the carrying amount of the respective assets. There are no collateralised financial assets. For the analysis of due dates and allowances for doubtful trade receivables, see note 12.

Liquidity risks - Maturity date of financial liabilities

2025

Carrying amount

Contractual cash

flows

Maturity date

(CHF '000)

<1 year

1-5 years

>5 years

Bank loans

21'375

21'375

21'350

25

0

Lease liabilities

11'121

11'121

3'994

7'127

0

Trade payables

62'067

62'067

62'067

0

0

Other current liabilities

81'827

81'827

81'827

0

0

Derivative financial instruments

178

178

178

0

0

Total financial liabilities

176'568

176'568

169'416

7'152

0

2024

(CHF '000)

Carrying amount

Contractual cash

flows

M

<1 year

aturity date

1-5 years

>5 years

Bank loans

29

29

0

29

0

Lease liabilities

8'753

8'753

3'435

5'318

0

Trade payables

80'798

80'798

80'798

0

0

Other current liabilities

72'420

72'420

72'420

0

0

Derivative financial instruments

3'115

3'115

2'445

670

0

Total financial liabilities

165'115

165'115

159'098

6'017

0

Market risks - Interest rate risk and sensitivity

EMS-Group has minimal debt positions. Therefore there is no material interest rate exposure on the liability side. Money-market investments on the asset side have fixed interest rates. The interest rate risk is limited to mark-to-market and has not effect on net income of the Group.

Market risks - Currency exposure and sensitivity

2025

(CHF '000)

EUR

USD

JPY

CNY

Other

Total

Trade receivables

119'790

59'864

14'103

48'846

29'242

271'845

Trade payables

(22'922)

(12'102)

(9'795)

(10'716)

(6'532)

(62'067)

Bank loans

0

0

0

0

0

0

Lease liabilities

0

0

0

0

0

0

Derivative financial instruments

(474'966)

(137'516)

(47'954)

(127'470)

0

(787'906)

Currency exposure on net income

(378'098)

(89'754)

(43'646)

(89'340)

22'710

(578'128)

Investments in subsidiaries

768'471

274'990

13'797

110'490

1'083'352

2'251'100

Loans receivable intercompany

0

0

8'501

0

(8'501)

0

Loans payable intercompany

0

(35'627)

0

0

35'627

0

Currency exposure on equity

390'373

149'609

(21'348)

21'150

1'133'188

1'672'972

Notes

2024

(CHF '000)

EUR

USD

JPY

CNY

Other

Total

Trade receivables

126'191

51'555

16'255

59'017

37'713

290'731

Trade payables

(26'516)

(15'119)

(15'274)

(13'009)

(10'880)

(80'798)

Bank loans

0

0

(29)

0

0

(29)

Lease liabilities

(2'813)

(1'157)

(1'020)

(1'014)

(2'749)

(8'753)

Derivative financial instruments

(606'169)

(222'582)

(20'260)

(30'012)

(15'620)

(894'643)

Currency exposure on net income

(509'307)

(187'303)

(20'328)

14'982

8'464

(693'492)

Investments in subsidiaries

797'502

260'751

15'664

143'323

958'068

2'175'308

Loans receivable intercompany

0

0

16'618

0

(16'618)

0

Loans payable intercompany

0

(34'341)

0

0

34'341

0

Currency exposure on equity

288'195

39'107

11'954

158'305

984'255

1'481'816

Based on the currencies and exposures shown in the table above: A 10% decrease in the Swiss franc would affect net income before taxes in 2025 (always ceteris paribus, in CHF million): EUR -37.8, USD -9.0, JPY -4.4, CNY -8.9. In 2024: EUR -50.9, USD -18.7, JPY -2.0, CNY

+1.5. A 10% increase in the Swiss franc in 2025: EUR +37.8, USD +9.0, JPY +4.4, CNY +8.9. In 2024: EUR +50.9, USD +18.7, JPY +2.0,

CNY -1.5.

Based on the currencies and exposures shown in the table above: A 10% decrease in the Swiss franc would affect equity before taxes in 2025 (always ceteris paribus, in CHF million): EUR +39.0, USD +15.0, JPY -2.1, CNY +2.1. In 2024: EUR +28.8, USD +3.9, JPY +1.2, CNY

+15.8. A 10% increase in the Swiss franc in 2025: EUR -39.0, USD -15.0, JPY +2.1, CNY -2.1. In 2024: EUR -28.8, USD -3.9, JPY -1.2, CNY

-15.8.

This sensitivity analysis is valid for December 31 only.

Fair value hierarchy

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the asset or liability that are not based on observable market data.

2025

(CHF '000)

Level 1

Level 2

Level 3

Total

Financial assets: Derivative financial instruments

21'989

21'989

Financial liabilities: Derivative financial instruments

178

178

2024

(CHF '000)

Level 1

Level 2

Level 3

Total

Financial assets: Derivative financial instruments

17'350

17'350

Financial liabilities: Derivative financial instruments

3'115

3'115

2025

2024

Categories of financial instruments

(CHF '000)

(CHF '000)

Cash and cash equivalents

603'095

518'368

Other non-current assets

18'910

22'431

Other non-current financial assets

2'157

2'315

Trade receivables

271'845

290'731

Other current assets

69'149

78'951

Other current financial assets

2'146

1'168

Loans and receivables at amortized cost

364'207

395'596

Derivative financial instruments, positive replacement value at fair value

21'989

17'350

Financial liabilities

32'496

8'782

Trade payables

62'067

80'798

Other current liabilities

81'827

72'420

Financial liabilities at amortized cost

176'390

162'000

Derivative financial instruments, negative replacement value at fair value

178

3'115

Notes

28

Lease disclosures

The expense relating to low-value leases not capitalized is CHF 5.9 million (2024: CHF 4.8 million). The EMS Group had a liquidity outflow for leases of CHF 10.1 million (2024: CHF 9.0 million). The non-cash additions for right-of-use assets and lease liabilities amounted to CHF 8.3 million (2024: CHF 2.1 million).

2025

2024

Leases in the income statement

(CHF '000)

(CHF '000)

Depreciation right-of-use assets

4'424

3'862

Interest on lease liabilities

266

335

Rental and lease expenses

5'910

4'842

Total

10'600

9'039

2025

2024

Minimum lease payments

(CHF '000)

(CHF '000)

<1 year

8'501

7'205

1-5 years

7'603

6'069

>5 years

0

0

Total

16'104

13'274

The lease agreements concern mainly buildings, technical equipment and cars.

2025

2024

29

Contingent liabilities

(CHF '000)

(CHF '000)

Contingent liabilities

427

14'681

Contingent liabilities mainly relate to purchase agreements. No legal proceedings are known to be in progress within the EMS Group which could have a significant impact on the Group's financial position in excess of the provisions recognized in the balance sheet (see note 23).

30

Subsequent events

The consolidated financial statements were approved by the Board of Directors on March 23, 2026 and need to be approved by the Annual General Meeting on August 8, 2026.

Between January 1, 2026 and March 22, 2026 there were no subsequent events requiring an adjustment of the book values of Group assets and liabilities.

31

Changes in subsidiary ownership

As of October 24, 2025 the EMS Group has acquired the remaining 25% stakes not yet owned in the companies Changchun EFTEC Chemical Products Ltd., China, EFTEC (Changshu) Automotive Materials Limited, China, Foshan EFTEC Automotive Materials Co., Ltd, China, EFTEC China Ltd., China and Shanghai EFTEC Chemical Products Ltd., China and is now holding 100% in those companies. The purchase price was CHF 35.0 million. The book value of the non-controlling interests was CHF 26.6 million. The difference (Goodwill) has been recognized in retained earnings.

Notes

32

List of subsidiaries at 31.12.2025

Name

Domicile

Country

Currency

Share capital (in '000)

Ownership

Company type

Consolidation

EMS-CHEMIE HOLDING AG

Domat/Ems

Switzerland

CHF

234

D

K

Business Area High Performance Polymers

EFTEC NV

Genk

Belgium

EUR

1'240

100.00%

P,V

K

EFTEC Brasil Ltda.

Santana de Parnaiba

Brasil

BRL

541

100.00%

P,V

K

Changchun EFTEC Chemical Products Ltd.

Changchun

China (People's Rep.)

CNY

27'500

100.00%

P,V

K

EFTEC (Changshu) Automotive Materials Limited

Changshu

China (People's Rep.)

CNY

80'110

100.00%

P,V

K

EFTEC (Changshu) Engineering Co. Ltd.

Changshu

China (People's Rep.)

CNY

765

100.00%

P,V

K

Foshan EFTEC Automotive Materials Co., Ltd

Foshan

China (People's Rep.)

CNY

6'849

100.00%

P,V

K

EFTEC China Ltd.

Hongkong

China (People's Rep.)

USD

33'511

100.00%

D

K

EMS-CHEMIE (China) Ltd.

Shanghai

China (People's Rep.)

CNY

5'000

100.00%

V

K

EFTEC (Shanghai) Engineering Co. Ltd.

Shanghai

China (People's Rep.)

CNY

886

100.00%

P, V

K

Shanghai EFTEC Chemical Products Ltd.

Shanghai

China (People's Rep.)

CNY

20'750

100.00%

D

K

EMS-CHEMIE (Suzhou) Ltd.

Suzhou

China (People's Rep.)

CNY

98'693

100.00%

P,V

K

EMS-CHEMIE (Suzhou) Trading Ltd.

Suzhou

China (People's Rep.)

CNY

3'000

100.00%

V

K

Wuhu EFTEC Chemical Products Ltd.

Wuhu

China (People's Rep.)

CNY

6'650

60.00%

P,V

K

EMS-CHEMIE (Deutschland) GmbH

Gross-Umstadt

Germany

EUR

2'556

100.00%

P

K

EMS-CHEMIE (Deutschland) Vertriebs GmbH

Gross-Umstadt

Germany

EUR

26'000

100.00%

V

K

EFTEC Engineering GmbH

Markdorf

Germany

EUR

25

100.00%

P,V

K

EFTEC Sàrl

Chaville

France

EUR

8

100.00%

V

K

EMS-CHEMIE (France) S.A.

Chaville

France

EUR

1'951

100.00%

V

K

EFTEC Ltd.

Rhigos

UK

GBP

352

100.00%

P,V

K

EMS-CHEMIE (UK) Ltd.

Stafford

UK

GBP

1'530

100.00%

V

K

EFTEC (India) Pvt. Ltd.

Pune

India

INR

15'000

100.00%

P,V

K

EMS-CHEMIE (Italia) S.r.l.

Como

Italy

EUR

1'300

100.00%

V

K

EMS-CHEMIE (Japan) Ltd.

Tokio

Japan

JPY

210'000

100.00%

V

K

EMS-UBE Ltd.

Ube

Japan

JPY

1'500'000

66.65%

P,V

K

EFTEC Mexico S.A. de C.V.

Cuernavaca

Mexico

MXN

50

100.00%

V

K

EMS-CHEMIE Mexico S. de R.L. de C.V.

Cuernavaca

Mexico

MXN

100

100.00%

V

K

Grupo Placosa EFTEC S.A. de C.V.

Cuernavaca

Mexico

MXN

19'451

100.00%

D

K

Placosa S.A. de C.V.

Cuernavaca

Mexico

MXN

47'409

100.00%

P

K

Recubrimientos Modernos S.A. de C.V.

Cuernavaca

Mexico

MXN

550

100.00%

D

K

EFTEC (Romania) S.R.L.

Budeasa

Romania

RON

8'083

100.00%

P,V

K

EFTEC (Elabuga) OOO

Elabuga

Russia

RUB

37'514

100.00%

P,V

K

EFTEC (Nizhniy Novgorod) OOO

Nizhniy Novgorod

Russia

RUB

37'200

100.00%

P,V

K

EMS-CHEMIE (Produktion) AG

Domat/Ems

Switzerland

CHF

100

100.00%

P

K

EMS-CHEMIE AG

Domat/Ems

Switzerland

CHF

100

100.00%

V,D

K

EMS-INVENTA AG

Männedorf

Switzerland

CHF

50

100.00%

D

K

EFTEC AG

Romanshorn

Switzerland

CHF

2'500

100.00%

P,V

K

EMS-CHEMIE (Switzerland) AG

Romanshorn

Switzerland

EUR

100

100.00%

V,D

K

EFTEC Europe Holding AG

Zug

Switzerland

CHF

8'000

100.00%

D

K

EFTEC Asia Pte. Ltd.

Singapur

Singapur

USD

3'518

100.00%

D,V

K

EFTEC SL d.o.o.

Novo mesto

Slovenia

EUR

10

100.00%

V

K

EFTEC Systems S.A.

Saragossa

Spain

EUR

944

100.00%

P,V

K

EMS-CHEMIE (Korea) Ltd.

Gyeonggi-do

South Korea

KRW

113'000

100.00%

V

K

EMS-CHEMIE (Taiwan) Ltd.

Hsin Chu Hsien

Taiwan (R.O.C.)

TWD

281'000

100.00%

P,V

K

EFTEC (Thailand) Co. Ltd.

Rayong

Thailand

THB

49'500

100.00%

P,V

K

EFTEC (Czech Republic) a.s.

Zlin

Czech Republic

CZK

47'569

100.00%

P,V

K

EMS-CHEMIE (North America) Inc.

Sumter, SC

USA

USD

3'385

100.00%

P,V

K

EFTEC North America, L.L.C.

Taylor, MI

USA

USD

38'222

100.00%

P,V

K

EMS-TOGO Corp.

Taylor, MI

USA

USD

750

100.00%

D

K

Business Area Specialty Chemicals

EMS-GRILTECH *

EMS-SERVICES *

EMS-CHEMIE (Neumünster) Holding GmbH

Neumünster

Germany

EUR

25

100.00%

D

K

EMS-CHEMIE (Neumünster) GmbH & Co. KG

Neumünster

Germany

EUR

3'000

100.00%

P

K

EMS-CHEMIE (Neumünster) Verwaltungs GmbH

Neumünster

Germany

EUR

25

100.00%

D

K

Company type

Consolidation

*

EMS-GRILTECH and EMS-SERVICES are

P = Production

K = Fully consolidated

reporting units within EMS-CHEMIE AG

V = Trade, sale

D = Services, financing, various

‌REPORT OF THE STATUTORY AUDITOR

To the General Meeting of EMS-CHEMIE HOLDING AG, Domat/Ems Report on the Audit of the Consolidated Financial Statements Opinion

We have audited the consolidated financial statements of EMS-CHEMIE HOLDING AG and its subsidiaries (the Group or EMS Group), which comprise the consolidated balance sheet as at 31 December 2025, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements (pages 3 to 33) give a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with Swiss law.

Basis for Opinion

We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Responsibilities of the Auditor for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession that are relevant to audits of the financial statements of public interest entities, as well as those of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA-Code), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters

How the Key Audit Matter was addressed in the audit

Income taxes

EMS Group operates internationally in different tax jurisdictions. Various laws and local interpretations as well as practice guidance in the field of direct taxation must be applied.

Compliance with these requirements can, by nature, be ascertained only with delay on the

We obtained an overview of the tax situation in the respective tax jurisdictions as well as status of preliminary and final tax assessments, open tax assessment periods, tax procedures and tax audits.

We examined important correspondence with tax authorities.

basis of final tax assessments and completed tax audits.

Income taxes is considered a key audit matter due to the following reasons:

The evaluation of income taxes includes a significant element of judgement in the estimates and assumptions to be made regarding the correct application of tax regulations in the respective tax jurisdictions.

We refer to the information on the consolidate accounting principles and to note 7 "Income taxes".

We analyzed management's assessment of identified uncertain tax positions.

We assessed the estimates and assumptions made with the assistance of our tax specialists.

We compared the estimates and assumptions made to those of previous year and analyzed changes.

We verified the correct disclosure in the consolidated financial statements.

Existence and valuation of Inventories

As of 31 December 2025, EMS Group discloses inventories in the amount of CHF 541 million. Inventories are valued at historical purchase or production costs or, if lower, at realizable values less sales and completion costs. Value adjustments are made based on analyses of turnover rates and expected usage analysis.

Existence and valuation of inventories are considered a key audit matter due to the following reasons:

Inventories contribute with approximately 24% significantly to total assets. Physical inventory counts as well as valuation are based on assumptions and estimates.

We refer to the information on the consolidated accounting principles and to note 11 "Inventories".

We examined the adequacy of the consolidated accounting principles in respect to inventories.

We obtained an understanding of the process and internal controls in the area of inventories and performed control tests of the relevant key controls related to accuracy of existence.

We attended the physical inventory count at selected warehouse locations.

We performed sample tests in respect to applied purchase prices and calculation of production costs.

We performed data analytic tests in the area of material purchasing.

We tested the calculations of the valuation allowances on various inventory types in terms of applied data, calculation parameters and consistency to prior years and assessed the estimates regarding adequacy.

We verified the correct disclosure in the consolidated financial statements.

Other Information

The Board of Directors is responsible for the other information. The other information is information included in report on page 1 (Share Performance) and on page 2 (Key Figures 2021 - 2025), obtained at the date of this auditor's report, but does not include the consolidated financial statements and our auditor's report thereon. The remaining parts of the annual report are expected to be made available to us after the date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the consolidated financial statements, which give a true and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of

Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the Auditor for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law, ISA and SACH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse's website at:

https://expertsuisse.ch/audit-report. This description forms an integral part of our report.

Report on other Legal and Regulatory Requirements

In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

Zurich, 23 March 2026 BDO Ltd



Christoph Tschumi

Andreas Forster

Auditor in charge Licensed Audit Expert

Licensed Audit Expert

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