Full-Year Report 2025

R&S GROUP ANNUAL REPORT

2025

Key figures per 31 December 20a

in MCHF (exceP* percentage numbers)*

325.7 414.8 86.7

Order backlO@ Het saIRE EBITDA

+17.2 % +8.6% 20.9%

EBITDA margin

58.1 48.1 1'328

Profit affer tax Free cash flow Number of

full-time equivalent

14.0 % 11.6% '" 'O""

Profit margin FCF mergin

') See key figures in detail on page 23

Kyte Powertech Ltd. is included full-year in 2025 while in 2024 from 20 August fo 31 December.

Group Structure and Shareholders

Capital structure Board of Directors Executive Committee

Shareholder participation rights Change of control and defense measures

External Auditors Information policy

Consolidated profit & loss statement Consolidated balance sheet Consolidated cash flow statement

Consolidated statement of changes in equity Notes to the Financial Statement

Report on the audit of the consolidated Financial Statement

‌Heinz Kundert (right), Chairman of the Board of Directors, and Eduardo Terzi (left), Chief Executive Officer

R&S Group delivered strong financial results and strategic progress in 2025. Operating at the core of the accelerating energy transition, we continued to benefit from investments in grid modernization, renewable energy integration and electrification, which are driving growth across our core transmission and distribution markets.

Net sales reached CHF 414.8 million, an increase of 47% compared with the prior year, which included four months of Kyte Powertech. On an organic basis, net sales grew by 8.6%, underlining the resilience of demand across geographies, products, and applications.

EBITDA amounted to CHF 86.7 million, corresponding to a margin of 20.9%. Profit after tax increased by 41% to CHF 58.1 million. Despite continued investments in capacity expansion, R&S generated free cash flow of CHF 48.1 million and reduced net financial debt to CHF 62.9 million, resulting in a leverage ratio of 0.7x. These results reflect disciplined execution and a strong focus on cash conversion.

Based on this successful year and in line with our dividend policy, the Board of Directors will propose a dividend of CHF 0.50 per share at the Annual General Meeting on 7 May 2026.

Strategic progress

Our strategy is focused on strengthening our position especially in new markets, selected transformer segments, and applications. We concentrate on engineered solutions for regional grid, industrial, and infrastructure applications, where customer proximity, manufacturing expertise, and reliability create sustainable differentiation.

The first full-year contribution of Kyte Powertech strengthened our market presence in Ireland and the UK, broadened our product offering, and increased scale and visibility in key markets. The integration with a focus on operational alignment and long-term value creation is progressing well. The divestment of the non-core Electrical Switches & Connectors profit center sharpened our focus on the core transformer business. As part of ongoing portfolio realignment, we continue to evaluate acquisition opportunities that are strategically aligned and earnings-accretive.

To address sustained structural demand, we are expanding our capacity footprint. Following the capacity ramp-up of the oil distribution transformer plant in Bochnia, construction of the new power transformer facility in Łódź is progressing as planned, with start of operations expected by the end of 2026.

Operational excellence remains a key driver of growth and profitability. Priority initiatives include procurement optimization, productivity improvements through lean processes and digitalization. Enhanced sales excellence and deep market intelligence support the focus on attractive applications and growth markets.

To unlock the full potential of our growing organization, we are evolving towards an integrated Group structure while preserving the entrepreneurial and customer-oriented culture of our operating companies. R&D and technology governance are being further aligned towards higher-value products and differentiated solutions. Continued investment in leadership development, talent and corporate culture underpins these initiatives.

Governance and leadership

The election of Dr. Monika Krüsi and Déborah Carlson-Burkart to the Board of Directors further augmented the independence and industry expertise of our Board. On 1 June 2025, Eduardo Terzi assumed the role of Chief Executive Officer, bringing deep experience in the global transformer and energy industries. He and the leadership team are focused on executing our strategy and building on the strong foundation established in 2025.

Outlook

The drivers shaping demand for grid infrastructure continue to support a positive medium-term outlook. We confirm our guidance of organic net sales growth of 8% to 12% over the cycle with an EBITDA margin in the range of 19% to 21%.

Acknowledgement

We thank our employees for their commitment and contribution during a year of strong performance and progress. We also thank our customers, business partners and shareholders for their continued trust.

We look forward to welcoming you to the Annual General Meeting on 7 May 2026.

Pfäffikon SZ, 7 April 2026

Heinz Kundert Eduardo Terzi

Chairman of the Board of Directors Chief Executive Officer

R&S Group

Annual Report 2025

Strategy and business model

R&S is a leading supplier of products for electrical infrastructure. With a comprehensive portfolio that includes oil-immersed distribution and power transformers, cast-resin distribution

r transformers, and instrument transformers, we ensure reliable power supplies in key markets

worldwide. Our technology and quality play a central role in ensuring grid stability and a i

sustainable energy supply.

Headquartered in Sissach, Switzerland, the R&S Group employs over 1'300 people in eight C

manufacturing facilities in Switzerland, Italy, Poland, Ireland and the United Arab Emirates. The

businesses supply their domestic markets as well as, various European, Middle Eastern, and international markets under the brands of Rauscher & Stoecklin, Kyte Powertech, ZREW, and Tesar.

In our efforts to better serve customers' needs and proactively address the challenges of the global market, R&S Group is strategically expanding its transformer manufacturing capacity. This expansion will increase the availability of our transformer products and respond to rising demand. Throughout our history of more than 100 years, we have remained true to our commitment to quality and reliability.

The R&S Group serves utility, infrastructure, renewable and industrial customers with a wide range of applications:

− Power transmission and distribution;

− Renewable energy, including hydro, wind and solar photovoltaics;

− Battery energy storage systems (BESS);

− Transportation and e-mobility;

− Industrial parks;

− Data centers;

− Buildings and infrastructure;

− Harbor electrification.

Strategy and business model

Under the Rauscher & Stoecklin brand, our group manufactures oil-immersed distribution transformers to strict quality and engineering standards at facilities in Switzerland and Poland. The transformers are used in various applications, including electrical distribution networks, hydro plants, industry, and railway electrification.

The plant in Sissach, Switzerland, provides transformers with a power level of up to 3.15 megavolt-amperes (MVA) at an operating voltage of up to 36 kilovolts (kV), while the new 10'000 m2plant in Krzeczów close to Bochnia, Poland, is designed to go up to a power level of 6.0 MVA at an operating voltage of up to 36 kV.

The addition of the plant in Krzeczów specifically strengthens European delivery capability for oil-filled distribution transformers. This enables Rauscher & Stoecklin to cover both technically demanding projects with Swiss engineering and more volume-driven grid expansion and modernization projects in Central and Northern Europe.

Oil-immersed distribution transformers 250 kVA up to 3.15 MVA

Kyte Powertech, located in Cavan, Ireland, manufactures oil-immersed distribution transformers in various designs such as single-phase pole mount, and 3-phase transformers up to 10 MVA. It also manufactures substations from 400 kVA to 1 MVA.

Small oil-immersed distribution transformers 15 kVA up to 315 kVA

Single phase transformers 15 kVA up to 100 kVA

Strategy and business model

Kyte Powertech offers a highly controlled supply chain network consisting of its own onsite design engineering and logistics teams, metal fabrication facilities, and custom project management teams. This infrastructure ensures a streamlined sourcing and delivery process for customers.

Kyte Powertech serves major distribution network operators (DNOs) in Ireland and the UK and has long-term relationships with the majority of its key customers in these countries as well as selected European countries. The strategy is to secure existing production, carefully plan expansion investments and evaluate production strategies up to 10 MVA with other oil-immersed distribution transformer plants from the R&S Group.

Oil-immersed distribution transformers 250 kVA up to 3.15

Large oil-immersed distribution

transformers 1'600 kVA up to 10 MVA

Oil-immersed power transformers up to 125 MVA

ZREW in Łódź, Poland, manufactures power transformers with voltages up to 170 kV and power up to 125 MVA. These include step-up/step-down transformers, and rectifier transformers. The company also offers maintenance, modernization, repair, and diagnostic services.

R&S intends to increase sales in Germany and selected export markets. By investing in state-of-the art machinery (new vertical winding machines and a new drying system), the capacity of the current plant has been increased from 80 to 90-95 units per year. The new greenfield plant for power transformers aims at doubling capacity to 160 units per year and expanding the portfolio up to a voltage of 220 kV and power up to 160 MVA.

Strategy and business model

Tesar brings together all activities in cast-resin dry-type transformers and instrument transformers within the R&S Group. With sites in Italy (Tesar Italia), Poland (Tesar Polska) and the United Arab Emirates (Tesar Gulf), the group offers a wide portfolio of cast-resin transformers and current and voltage transformers for medium-voltage applications - from standard distribution networks to complex industrial and infrastructure projects.

As one of Europe's pioneers in cast-resin technology, Tesar has been developing dry-type transformers with high fire safety classes, low maintenance requirements and excellent electrical performance since 1979. More than 100'000 Tesar transformers installed worldwide are a reference for technical reliability, efficiency and long service life.

Tesar works closely with utilities, EPCs, planners and operators. Applications range from renewable energy (wind, solar and BESS) and data centers, tunnels, hospitals and airports to rail power supply, critical infrastructure harbor electrification.

Standard cast-resin distribution transformers 50 kVA up to 3.15 MVA

Tesar also designs and manufactures instrument transformers used in a variety of projects around the world where electrical parameters such as voltage and current need to be measured and controlled.

Instrument transformers

Special cast-resin transformers from

3.15 MVA up to 20 MVA

R&S Group

Annual Report 2025

Strategy and business model

Transformers link different voltage levels of transmission and distribution grids and, as such, span the fields of power generation, power storage, and power consumption. As a provider of oil-immersed and dry-type transformers for distribution grids, R&S Group follows a growth trajectory determined by three fundamental drivers:

1. New decentralized renewable power generation: According to the International Energy Association (IEA),1renewable power generation is set to grow, with forecast net additions of 502 GW taking the share of renewables from 48% to 63% of total power generation in the EU by 2030. The main drivers will be distributed and utility-scale PV systems as well as onshore wind parks.

2. Power storage technologies: To cope with fluctuations in renewable power generation, the European Commission2has said that large-scale energy storage systems will contribute up to 200 GW by 2030 and 600 GW by 2050. Capacity will be driven by pumped hydro storage systems as well as distributed and utility-scale battery energy storage systems (BESS).

3. Electrification of demand: The outstanding pace of electrification demand is dominated (among other things) by:

   • Electrification of transport systems (EV charging, railway infrastructure and electrification of ships and harbours): The IEA 3, 4reports expected growth of around 134'000 GWh in Europe between 2024 and 2030, equivalent to around 100 GW of needed power installed.

   • Increasing residential energy consumption driven by heatpumps and EV wallboxes: According to the European Heat Pump Association,5heat pumps alone are expected to grow by up to 30-40 million units in Europe by 2030, adding around 60 GW of additional electricity demand to residential grids. Even without the effect of EV wallboxes, this evolution is expected to result in the extensive renewal and upgrade of residential transformers across Europe.

   • Disruptive market evolution of data centers resulting from the underlying AI trends: The IEA base case 6predicts global growth of up to 1'200 TWh electricity demand by 2035 worldwide, boosting data centers' share of total worldwide electricity consumption from 3.1% up to 4.4%.

1. https://www.iea.org/data-and-statistics/data-tools/renewable-energy-progress-tracker

2. https://energy.ec.europa.eu/topics/research-and-technology/energy-storage/key-facts-energy-storage_en

3. https://www.iea.org/data-and-statistics/data-tools/global-ev-data-explorer

   11

4. https://alternative-fuels-observatory.ec.europa.eu

5. Executive-summary_EHPA-heat-pump-market-and-statistic-report-2024 (EHPA, 2025)

6. IEA (2025), Energy and AI, IEA, Paris https://www.iea.org/reports/energy-and-ai, Licence: CC BY 4.0

Strategy and business model

Growth drivers for transformers

The transformer market is receiving a boost from this development, as each megawatt of power added is typically stepped up twice from low to medium and from medium to high voltage on the generation side and stepped down accordingly on the demand side. As transformers rarely run at higher than 50% loading of their rated power, three to eight times the power installed on the demand side is needed as transformer capacity.

To cope with this exceptional growth, R&S Group was one of the first movers to build the requisite production capacity, with investments in a distribution transformer plant in Krzeszów, Poland, and the start of production of a new power transformers factory in Łódź, Poland, by end of 2026. R&S will also continue to invest in attracting and retaining top talents in vertical sales as well as engineering to cope with the diversity of new application fields from generation to consumption in distribution grids.

Strategy and business model

"Our strategy is aligned with the megatrend of electrification and focuses on emerging industry sectors such as data centers, e-mobility, and renewable energy. We aim to pursue a consistent growth strategy

based on current market growth and expansion into future markets."

Dr. Axel Kirchner, Chief Strategy Officer of R&S Group

Strategy and business model

The R&S Group offers reliable electrical infrastructure products worldwide. Our promise, "We guarantee energy," stands not only for innovative technologies, but above all for Swiss precision, quality, short decision-making processes, and high flexibility. Our customers benefit from a unique combination of global expertise and local presence - supported by flat hierarchies and strong local brands with in-depth market knowledge.

These structural advantages result in low overhead and lean cost structure, a clear focus on core competencies leading to an aligned and profitable go-to-market strategy, and the flexibility to address markets according to their respective needs.

R&S Group

Annual Report 2025

Strategy and business model

iv

s

In 2025, Kyte Powertech maintained its focus on education, sustainability, and product development. STEM (science, technology, engineering, and mathematics) engagement remained a priority. Kyte Powertech sponsored STEMtacular, a Midlands-based primary school science fair supporting practical science learning. Complemented by the Schools Sustainability Project, this concluded with an event at Hotel Kilmore and a guided tour of Kyte Powertech's facilities, giving students insight into engineering and manufacturing environments.

During the year, Kyte Powertech delivered an internally developed combined PV, BESS, and grid transformer solution to Liverpool John Lennon Airport. Transformers were also manufactured for the largest battery storage facility in the UK. Product developments included the launch of the Mobile Transformer and introduction of the Sidewalk Transformer for utility applications, reflecting continued development of power infrastructure solutions.

R&S Group

Annual Report 2025

Strategy and business model

R&S Group operates a manufacturing- and engineering-driven business model focused on the development, production, and sale of transformer solutions for a wide spectrum of products running from renewable power generation and distribution to applications for transportation, data centers, and industrial applications such as harbors and airports, ranging from high-to low-voltage. Products are manufactured across a multi-site European and Middle Eastern footprint that enables proximity to customers, compliance with local standards, and efficient lead times. The business model is customer-centric, prioritizing the unique needs of customers and niche markets.

Revenue is generated mainly from the sale of transformers and related equipment on an order or project basis, complemented in selected cases by aftermarket and service activities over the asset life cycle. The business model is underpinned by specialized engineering know-how, quality-focused manufacturing and testing capabilities, and long-standing customer relationships in regulated and infrastructure-driven markets.

R&S Group is committed to profitable and scalable growth driven by both organic development and active portfolio management. The group is present in markets that are shaped by longterm structural trends, including grid modernization, renewable energy integration, electrification, infrastructure expansion, and security of supply.

Through its buy-and-build strategy and the resulting increase in scale, R&S Group now has a European footprint with strong market positions in its core markets and the potential to grow by entering new geographic markets and emerging applications. The strategy is based on a number of key pillars:

− Offering best-in-class and customized products and designs;

− Focusing on emerging and growing sectors/applications such as datacenters, renewable energy, and harbor electrification, with higher growth prospects;

− Targeted capacity expansions to respond to sustained market demand in competitive labor markets;

− Continued geographic growth in markets like Germany, Poland, the Nordics, and Middle East;

− Increasing efficiency and performance through continuous process optimization;

− Cost discipline combined with a focus on working capital management and cash conversion;

− High commitment to ethical, environmental, social and governance standards;

− Maintaining a low overhead structure to keep costs low and reaction times fast.

This strategy positions R&S Group for sustained success, enabling it to seize the opportunities presented by the electrification megatrend and strengthen its position in its core markets.

R&S Group

Annual Report 2025

Strategy and business model

Go-to market

R&S Group's strategic focus areas are markets, operations, and people:

On the commercial side, the Group is strengthening market intelligence and refining its go-to-market approach to concentrate resources on the most attractive segments, applications, and customers, thereby improving pricing discipline and margin quality.

In operations, the emphasis is on productivity gains, cost efficiency, and reliability, supported by lean processes, digitalization, and procurement leverage. An R&D roadmap supports the development of new products for new applications to meet the demands of emerging trends.

These measures are enabled by continued investment in leadership, talent, and performance-oriented culture, ensuring organizational resilience, effective integration, and disciplined execution as the Group scales.

R&S Group

Annual Report 2024

"The mentoring program helped me better understand how sustainability data is used beyond reporting:

how it forms decisions and supports the Group's strategic direction. It encouraged me to think more holistically

and communicate complex topics with greater clarity and confidence."

Chaitra Satish, Group Sustainability Engineer R&S Group

Chaitra Satish began her professional journey at Kyte Powertech, where she quickly became a key contributor to embedding sustainability into day-to-day operations. As a sustainability engineer, she played a central role in establishing robust frameworks for greenhouse gas accounting, supplier engagement, and sustainability reporting - laying the foundation for transparent, auditable, and decision-relevant ESG data.

This hands-on approach was underpinned by a strong technical and academic foundation. As her role evolved, at the beginning of 2025, Chaitra joined R&S Group's mentoring program, designed to support employees taking on broader Group-level trasks and esponsibilities. The mentorship gave her space to reflect on strategic context, governance expectations, and the interaction between sustainability, financial transparency, and long-term value creation.

Her mentor, R&S Group's CFO Matthias Weibel, says the following: "Chaitra combines technical expertise with a strong sense of ownership and a clear willingness to grow. Our discussions focused on linking sustainability metrics to business relevance and transparency. Her ability to connect detail with the bigger picture and to engage with people across the Group is a real strength."

Her development is also recognized by her line manager, Valentin Salzgeber, Head of Global Procurement and responsible for driving the ESG roadmap: "Chaitra's open and proactive manner makes a real difference. She quickly built trust across the sites, connected with people, and demonstrated that she's a fast learner with a very winning way of engaging others."

Chaitra contributes with an expanded strategic view as she acts as a key interface between sustainability, operations, and reporting. Her appointment as Group Sustainability Engineer as of October 2025 demonstrates how targeted mentoring at R&S Group enables talent to grow beyond functional boundaries - strengthening both individual careers and the Group's sustainability ambitions.

R&S Group

Annual Report 2025

Business development

In 2025, R&S Group delivered another strong performance across key metrics such as net sales, operating margins, profit after tax, and cash generation. This was supported by robust end-market demand, continued capacity expansions, and disciplined operational execution. All product groups performed well and contributed to the growth. We saw good demand for power transformers in Germany and Poland and stable demand for oil distribution transformers in most markets, even though sales of this product group were affected by a lack of installation capacity at some of our utility customers. In cast-resin transformers, we were able to compensate for a muted construction environment in Germany with applications such as data centers (Middle East) and harbor electrification (Italy). In single-

phase transformers, we were affected by a lack of installation capacity in Ireland and the CE

UK, but expect this effect to normalize during 2026. Newly addressed markets such as the Baltics and Nordics performed well.

Efficiency improvements at various plants, combined with cash-protected capacity expansions, enabled R&S to meet market demand cost-effectively. Thanks to disciplined cost management and focus on cash conversion, we achieved good profitability, increased profit after tax, robust free cash flow, and solid balance sheet.

Order intake remained strong throughout most of 2025, culminating in a record figure of CHF 476.8 million (FY2024: CHF 305.5 million), supporting the good future visibility of our business. The order backlog at the end of 2025 was a record CHF 325.7 million, compared with CHF 278.0 million at year-end 2024. A book-to-bill ratio of 1.15x at year-end reflects the continued positive market momentum.

Net sales show broad-based contributions from both organic growth and the full integration of the Kyte Powertech business acquired on 20 August 2024. Net sales for the full year (FY2025) amounted to CHF 414.8 million, a significant increase compared with CHF 282.6 million in FY2024, which included four months of Kyte Powertech. At constant exchange rates, net sales would have reached CHF 419.6 million. Organic net sales growth for the period was 8.6% (9.7% at constant exchange rates), underscoring the resilience of demand across core product lines and geographies. Considering the divestment of the non-core electrical switches and connectors business at year-end 2025, net sales would have been CHF 407.1 million.

Business development

Gross sales in Europe amounted to CHF 393.9 million compared with CHF 263.5 million in 2024. In Asia including the Middle East, gross sales reached CHF 24.8 million compared with CHF 20.1 million the prior year, while in the Americas, Africa, and Oceania, gross sales were CHF 1.2 million compared with CHF 2.7 million in the prior year (refer to Note 4 to the consolidated financial statements). Gross sales per region exclude sales deductions, which are included in total net sales for the respective periods.

The R&S Group maintained healthy operating profitability with a gross margin of 46.2%, which is below the FY2024 level of 50.9%. The lower margin is due on the one hand to the varying sales mix and on the other to Kyte Powertech's level of value creation and different gross profit margin profile. EBITDA (earnings before interest, taxes, depreciation, and amortization) came to CHF 86.7 million, resulting in an EBITDA margin of 20.9%, compared with CHF 67.5 million in FY2024 (EBITDA margin: 23.9%). The operating result (EBIT) amounted to CHF 79.2 million, resulting in an EBIT margin of 19.1%, compared with CHF 62.7 million (22.2% EBIT margin) the previous year.

Profit after tax reached a record CHF 58.1 million, compared with CHF 41.2 million in the previous financial year. Based on these robust results, and as previously announced, the Board of Directors will propose to the Annual Meeting of Shareholders on 7 May 2026 the payment of a dividend of 0.50 CHF per share.

Total assets amounted to CHF 286.1 million at the end of 2025 versus CHF 258.4 million at the end of 2024. Key impacts to note are:

• Equity is back to a positive number at CHF 35.0 million versus a negative CHF 5.3 million at the end of 2024, owing to goodwill of CHF 180.7 million from the Kyte acquisition in August 2024 offset against equity in accordance with the Group's accounting policy and Swiss GAAP FER.

• Net financial debt of CHF 62.9 million was reduced from CHF 91.3 million in the prior year. This is mainly explained by the high cash conversion net of agreed pay-back of the syndicated term loan of CHF 160.0 million in CHF 25.0 million annual installments and CHF 18.6 million dividends paid. As a result, the leverage ratio (net financial debt, in other words short- and long-term interest-bearing debt less cash, divided by EBITDA) at the end of the year was 0.7x.

Business development

Cash flow from operations improved to CHF 65.9 million (FY2024: CHF 48.7 million), reflecting both higher earnings and successful measures to manage working capital effectively. Approximately 80% of raw material costs are related to metals. The Group has succeeded in securing these material costs, for example through the use of variable price clauses to ensure margin stability and improved contract management to better control the risk of price increases for key materials for longer-term projects, as well as through an intensified focus on recyclable materials to increase stock turnover. Free cash flow amounted to CHF 48.1 million versus adjusted CHF 44.9 million in 2024, equivalent to a free cash flow margin of 11.6% (FY2024: 15.9%), despite capital expenditures in growth projects amounting of CHF 17.8 million. Cash conversion was strong, particularly in the second half of 2025.

Dividend per share in CHF 6 Year-end number of full-time equivalent employees

1. On 20 August 2024 the Group acquired Kyte Powertech; the comparative figures therefore include Kyte Powertech from that date onwards. Several adjustments in 2024 related to the acquisition accounting.

2. Including 1.8 MCHF pre-tax profit from the disposal of the non-core electrical switches & connectors business in December 2025.

3. Adjusted for Irish Employee Benefit Programm of 2.4 MCHF and subsequent tax payment of 3.7 MCHF in Italy.

4. Basic earnings per share computed by dividing profit after tax by the weighted average number of shares outstanding.

5. Defined as cash and cash equivalents less (interest-bearing) short- and long-term liabilities.

6. Proposal by the Board of Directors to the AGM of 7 May 2026.

Business development

Based on the sustained robust market outlook, the various strategic initiatives (go-to-market, operational efficiency, and people culture) and further capacity expansions with methodical plant optimizations, R&S confirms its growth path. Net sales growth is guided in a range of 8%-12% over the cycle. While there is a temporary impact of a lack of installation capacity at some of our utility customers in 2026, the additional capacity of our new power transformer plant in Łódź, Poland, is expected to contribute to net sales in 2027 and beyond. The mid-term EBITDA margin is expected in the range of 19%-21%, with FY2026 at the lower end of the range owing to future growth investments. As for the dividend, the guidance is a payout of CHF 0.50 per share in the 2026 financial year.

ZREW Transformatory S.A. - new plant visualisation

"In November 2025, we laid the foundation stone for a new power transformer manufacturing facility. As benefits our role as a strong player in the energy sector, we are responding to Europe's growing demand for infrastructure and we want to support the transformation of the energy sector towards green energy generation.

The opening of the new plant is planned for November 2026. We are confident in the strong future of this new facility, as well as our other operations in Poland."

Grzegorz Sołtysiak,

Managing Director of ZREW Transformatory S.A.

.

R&S Group

Annual Report 2025

Sustainability

Sustainability is an integral part of the Group's business model, supporting long-term value creation through operational resilience, risk mitigation, and responsible growth. Sustainability considerations are embedded in strategic planning, capital allocation, risk management, and operational decision-making.

This section summarizes key sustainability topics relevant to investors and other capital market stakeholders, based on the R&S Group Non-Financial Report 2025, prepared in accordance with Articles 964b et seqq. of the Swiss Code of Obligations.

The Non-Financial Report is published as a separate document and provides detailed disclosures on policies, due diligence processes, risks, outcomes, and key performance indicators relating to environmental, social, employee, human rights, and governance matters. The present overview focuses on strategic relevance, governance, material risks and opportunities, and long-term value creation.

The Non-Financial Report has been approved by the Board of Directors and submitted to the Annual General Meeting, as required by Swiss law.

The Group conducts its operations in accordance with the UN Guiding Principles on Business and Human Rights, the OECD Due Diligence Guidance for Responsible Business Conduct, and the UN Sustainable Development Goals.

In 2025, the Group strengthened its sustainability framework with a focus on enhanced governance and Group-wide coordination of ESG activities, ensuring consistent implementation and oversight across all operations. The outcomes of the double materiality assessment (DMA) were systematically embedded into both strategic decision-making and sustainability reporting, reinforcing the link between sustainability topics and enterprise value.

The Group conducted a climate risk assessment aligned with TCFD (Task Force on Climate-related Financial Disclosures) recommendations, enabling a structured evaluation of climate-related transition and physical risks and their potential financial implications. Significant efforts were also directed toward improving the quality and robustness of greenhouse gas emissions (GHG) data across Scopes 1, 2, and 3, with a clear roadmap established to achieve ISO 14064 readiness for future third-party verification.

R&S Group

Annual Report 2025

Sustainability

In parallel, the Group advanced supply chain transparency and responsible sourcing practices, strengthening due diligence processes and supplier engagement across the value chain, through the establishment of a group supplier management tool. Governance and integrity were further reinforced through the establishment of a Group-wide independent speak up line providing confidential reporting channels, and through the rollout of training programs across all plants to ensure employee awareness and consistent application of key policies, including those related to ethics, compliance, and responsible business conduct.

During the reporting year, the Group conducted a double materiality assessment to identify sustainability topics that are material both in terms of their impact on people and the environment and their financial relevance to the Group. The results of the DMA inform strategic priorities, resource allocation, and disclosures, ensuring focus on topics that drive long-term enterprise value. The assessment considers short-, medium-, and long-term time horizons and integrates insights from key stakeholder engagement to reflect diverse perspectives and evolving expectations.

R&S Group

Annual Report 2025

Sustainability

Climate change was identified as a material topic with potential implications for operating costs, regulatory exposure, asset resilience, and access to capital. The Group assesses climate-related risks and opportunities through a TCFD-aligned Climate Risk Assessment, covering both transition and physical risks across short, medium-, and long-term horizons.

Following the assessment, the Group updated its GHG emissions baseline from 2023 to 2025, using available data as the starting point for its GHG evaluation. Based on this 2025 baseline (Scopes 1 - 3), the Group has set a target of reducing operational GHG emissions by 33% by 2033. Key initiatives supporting this target include energy efficiency measures, on-site renewable energy generation, and ongoing improvements to environmental management systems. A roadmap has been established for third-party verification of GHG data (ISO 14064), which is scheduled for completion in Q2 2026 to enhance data reliability.

Operational (Scope 1 &2) emissions (tCO2e)

7000

6000

5000

4000

3000

2000

1000

0

6065

4064

0

2025 (Baseline) 2033 (Short-term target) 2050 (Long-term target)

ISO 50001 energy management systems are currently implemented at most of the Group's manufacturing sites, supporting systematic energy monitoring and efficiency improvements. Complementing this, on-site solar installations contribute to both operational resilience and reduced reliance on fossil fuels. The Group plans to prioritize extending ISO implementation across all factories to further strengthen energy management and sustainability performance.

Environmental management systems certified to ISO 14001 are implemented across manufacturing sites, supporting systematic identification and management of environmental impacts, including waste and resource use. ISO 50001 energy management systems and on-site solar installations contribute to cost efficiency and operational resilience.

R&S Group

Annual Report 2025

Sustainability

70

59.1

41.0

38.7

29.9

25.3

60

kWh per TCHF

50

40

30

20

10

0

2021 2022 2023 2024 2025

The Group's environmental management systems, certified to ISO 14001 at most manufacturing sites, provide a structured approach to identifying, monitoring, and managing environmental impacts. Regarding waste management, the environmental management system ensures that the majority of waste is either recycled or treated to avoid landfill disposal. Initiatives such as package return schemes with suppliers further reduce waste and promote circular resource use, reinforcing the Group's commitment to sustainable operations.

R&S works closely with suppliers who prioritize reducing carbon footprints and using recycled materials, supporting a more sustainable supply chain. All suppliers are required to comply with the R&S Supplier Code of Conduct, ensuring adherence to environmental, social, and ethical standards. Through the recent implementation of a new supplier engagement tool, the Group can more effectively maintain supply chain traceability, monitor performance, and track supplier progress on sustainability initiatives. R&S also recognizes that its supply chain may indirectly contribute to biodiversity loss both upstream and downstream. The Group is actively working to address these impacts, aiming to enhance compliance and gain a deeper understanding of the complex cradle-to-gate supply chain.

With growing requirements for material traceability at the product level, R&S is working towards providing standardized life cycle assessments (LCAs) across all products. Building on previous efforts to evaluate environmental impacts and optimize material efficiency, the Group is developing a consistent, Group-wide approach to LCAs to enhance transparency, support sustainable decision-making, and demonstrate the environmental performance of products throughout their life cycle.

R&S Group

Annual Report 2025

Sustainability

People Employees

Employees are central to R&S Group's operational performance and innovation. The Group is committed to providing a safe and inclusive work environment for its 1'328 employees, with the aim of achieving a zero-accident workplace. The Group is committed to providing a safe and healthy working environment and has implemented structured occupational health and safety management systems aligned with ISO 45001 principles.

Health and safety performance is monitored through incident reporting, root-cause analysis, and corrective actions. Employee wellbeing is further supported by training, engagement initiatives, and continuous improvement programs. A declining absenteeism trend reflects ongoing efforts to enhance wellbeing and workplace conditions.

The Group invests in skills development and leadership capability to support long-term competitiveness. Initiatives include mentoring programs, leadership development, and planned employee engagement measures aimed at strengthening talent retention and succession planning. Cybersecurity awareness and digital skills are also key focus areas.

Information on the workforce by gender and employment type

Total 2025 Full time Part time Unlimited Limited Trainees

Respecting Human Rights

Respect for human rights is a core principle of the Group's business conduct. Policies and due diligence processes are designed to prevent, identify, and mitigate adverse human rights impacts across the Group's operations and value chain, in line with internationally recognized standards. Human rights risks are assessed using a risk-based approach, with particular attention paid to upstream supply chains and sourcing regions with elevated risk profiles.

R&S leverages its supplier engagement tool to monitor compliance, track corrective actions, and identify high-risk suppliers. A comprehensive assessment of suppliers using this tool is planned for 2026, enabling more effective engagement with suppliers in regions with higher corruption and human rights risk indices and strengthening oversight along the supply chain.

Society

R&S Group is committed to creating positive social impact along its value chain. It actively engages with both upstream suppliers and downstream customers to understand societal needs, inform decision-making, and strengthen relationships. Insights from the Group's latest double materiality assessment have helped prioritize social topics that are most relevant to communities and business sustainability, guiding strategic actions and resource allocation.

R&S Group

Annual Report 2025

Sustainability

The Group supports local economic development by creating high-value employment opportunities and enhancing skills through training and knowledge-sharing initiatives. Engagement with local suppliers promotes sustainable business growth, while improvements in service delivery ensure more accessible and efficient customer experiences.

Beyond operational impact, R&S invests in education and community development. School and college outreach programs, capacity-building initiatives, and partner training help create longterm societal benefits and foster the next generation of talent. The Group also benchmarks its social performance against industry standards, tracking progress on employment, service quality, stakeholder engagement, and community development to continuously improve its societal contributions.

Conflict Minerals Reporting

Although the Group does not exceed the reporting thresholds under the Swiss Ordinance on Due Diligence and

Transparency regarding Minerals and Metals from Conflict-Affected Areas (DDTrO), it voluntarily assesses and discloses its exposure to conflict minerals due to the potential presence of 3TG (tin, tantalum, and tungsten) minerals in components.

53%

47%

Completed Pending

Supply-chain monitoring is conducted using the Conflict Minerals Reporting Template (CMRT), aligned with the Responsible Minerals Initiative. This voluntary transparency, reflecting investor expectations regarding responsible sourcing and geopolitical risk management, included an assessment of 251 suppliers, or 47% of our total. That leaves 53% pending.

Governance

The Board of Directors has ultimate responsibility for sustainability oversight, including strategy, priorities, risks, and performance. Sustainability topics, including the outcomes of the DMA and climate risk assessment, were discussed at board level during the reporting year.

A Sustainability Technical Committee supports board oversight by coordinating ESG topics across the Group and preparing recommendations. In 2025, the Group further strengthened governance by establishing a Group-level sustainability role to enhance implementation consistency and data quality.

Executive management oversees execution to ensure alignment with business strategy and financial planning.

Risk Management

Sustainability-related risks and opportunities are integrated into the Group's enterprise risk management framework, aligned with ISO 31000. Outputs from the double materiality assessment and climate risk assessment feed directly into risk identification, evaluation, and mitigation processes.

R&S Group

Annual Report 2025

Sustainability

At R&S, risk management is guided by the ISO 31000 standard and is a responsibility shared throughout the organization, from the board to all employees. The company prepares a detailed annual risk report that outlines specific actions and assigns accountability for each risk category.

This integrated approach facilitates proactive management of regulatory, operational, supply-chain, and reputational risks, while enabling the Group to capture sustainability-related opportunities.

Combatting Corruption and Ethical Conduct

R&S Group maintains a strict zero-tolerance policy on corruption and follows the ISO 37001 standards to prevent bribery and unethical practices. The company enforces robust internal controls, provides comprehensive training programs, and conducts regular audits to uphold a corruption-free workplace. The Group maintains a comprehensive framework to promote ethical business conduct and compliance, including:

• A Group code of conduct and supplier code of conduct;

• Anti-corruption policies and procedures;

• Independent whistleblowing ("speak up") channels operated by external providers.

Corruption and compliance risks are assessed regularly, and targeted training initiatives are planned to strengthen awareness and consistent implementation across the organisation. All cases reported through the whistleblowing channels were investigated and either closed as unsubstantiated or resulted in remedial actions without bribery or corruption. Therefore, the Group recorded no confirmed cases of bribery or corruption in 2025.

Strong governance and ethical conduct underpin investor confidence, protect reputation, and support sustainable access to capital.

R&S Group established a mandatory code of conduct training program for all employees. The program includes training on preventing human and labor rights violations, as well as anti-bribery and anti-corruption training. Employees on all levels were trained in classroom sessions held in the plants in the second half of 2025. Overall, 1'125 employees, representing 87.5% of the workforce, were trained on the code of conduct. In terms of employee category, 304 office employees (88.6%), and 821 operators (87.1%) received the training.

R&S Group

Annual Report 2024

Sustainability

Corporate governance

1. Group structure and shareholders
   1. Operational group structure of R&S Group Holding AG

      The Company's registered office is at Zentrum Staldenbach 3, CH-8808 Pfäffikon SZ, Switzerland. The registered shares (security no. 110797983; ISIN CH1107979838) are listed on the SIX Swiss Exchange. The Company's share capital at 31 December 2025 was CHF 3'724 thousand and its market capitalization at year-end was CHF 589.1 million. There are no other listed companies within the scope of consolidation of R&S Group.

      Our operating business is conducted through R&S Group Holding AG's subsidiaries (operating legal entities). The consolidated legal entities are disclosed in Note 1 to the consolidated Financial Statements. The composition of the Board of Directors and the Executive Committee of R&S Group is detailed in Sections 3 and 4 of this report.

   2. Significant shareholders/participants

      Based on notifications received by R&S Group Holding AG, each of the following shareholders held more than 3% of the voting rights in R&S Group Holding AG at 31 December 2025.1The list of significant shareholders at 31 December 2025 is disclosed in Note 3.5 to the parent company's financial statements. The free float at 31 December 2025 was 90.5%.

      Others 18.3%

Not registered 44.7%

Swisscanto Fondsleitung AG

4.6%

Management Company management) 8.0% 5.0%

Lock-up 8

members (Kyte

Capital Research and

UBS Fund Management (Switzerland) AG

9.9%

1 The percentage of voting rights according to the latest disclosure notice received from the shareholder. On 22 January 2026 Janus Henderson disclosed 3.4% and on 23 January 2026 the Capital Research and Management Companyon disclosed 4.9%. CGS III (Jersey) Ltd., a fund managed by CGS Management AG, fully exited its holdings in RSGN in two tranches during the first half of 2025 (27 January and 6 May 2025).

Notifications of significant shareholdings in R&S Group Holding AG, or disposal of such, that were disclosed during 2025 can be found under the following link by inserting 'R&S Group Holding AG' as the company name: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html

Corporate governance

1. 1. Lock-up agreements

      In connection with the acquisition of Kyte Powertech in August 2024, Kyte Powertech management agreed to a lock-up on 1'295'629 Company shares for the period ending 5 September 2026. During this period, they will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any options, right or warrant to purchase, pledge, grant instruction rights pursuant to Article 25 FISA or otherwise publicly announce any such offer, sales or disposal, directly or indirectly any Company shares.

      The lock-up agreement does not apply to shares or other securities acquired by employees of the Company in open-market transactions.

   2. Cross shareholdings

      The R&S Group Holding AG or its subsidiaries do not have any cross-shareholdings exceeding 5% of capital holdings or voting rights.

2. Capital structure
   1. Changes in share capital

      The description of the changes in capital in the last three years is disclosed in Note 3.5 to the Statutory Financial Statements.

   2. Shares and participation certificates

      2024

      Number of shares at 31 December

      Registered shares with value of CHF 0.10 each (all entitled to dividends)

      37'239'162

      37'239'162

      2025

      There are no preferential or similar rights. Each share entitles the holder to one vote. There are no participation certificates.

   3. Dividend-right certificates

      There are no dividend-right certificates.

   4. Capital band and conditional capital

      At the Annual General Meeting held on 28 May 2024, the shareholders approved the proposal of the Board of Directors to extend the capital band to 120% with a view to R&S Group's plans to also grow by acquisition. At 31 December 2025, the Company had a capital band between CHF 3'406'518.20 (lower limit) and CHF 4'129'753.50 (upper limit). Within the capital band, the Board of Directors is authorized, until 28 May 2027 or until earlier expiration of the capital band, to increase or decrease the share capital in one or several steps in any amounts.

      The terms and conditions of the capital band are set out in Article 2.1.1 of the Articles of Association, which can be found at https://ir.the-rsgroup.com/documents/.

      Corporate governance

   5. Limitations on transferability and nominee registrations

      The Company maintains a share register in which owners (acting in their own name or in their capacity as nominees) of the registered shares are entered with their name, address, nationality, and place of incorporation in the case of legal entities. In relation to the Company, any person entered in the share register shall be deemed to be a shareholder. Further information on the Company's share register can be found at https://ir.the-rsgroup.com/shareholder-registry/.

      The Board of Directors may issue rules for the entry of fiduciaries/nominees in the share register. It may enter in the share register fiduciaries/nominees with voting rights of up to 2% of the share capital. Furthermore, the Board of Directors may enter fiduciaries/nominees with voting rights in excess of 2% if such fiduciaries/nominees disclose the name, address or registered office, and shareholding of all persons for whose account they hold at least 0.5% of the share capital. Fiduciaries/nominees that are affiliated with other fiduciaries/nominees by way of ownership structure or voting rights, or which have a common management or are otherwise affiliated, shall be deemed one fiduciary/nominee as regards the application of these entry limitations.

      The Board of Directors may cancel the entry in the share register of a shareholder or fiduciary/nominee with voting rights, upon a hearing of such shareholder or fiduciary/nominee, if the entry in the share register is based on false information. The affected shareholder or fiduciary/nominee shall be notified of the cancellation immediately.

   6. Convertible bonds and options

      There are no outstanding bonds convertible into or options to acquire Company shares.

      Corporate governance

3. Board of Directors
   1. Members of the Board of Directors

At 31 December 2025, the Board of Directors of R&S Group Holding AG comprised five members. The Board of Directors shall consist of a minimum of three members, including the Chair of the Board of Directors, as set out in Article 4.1 of the Articles of Association, which can be found at https://ir.the-rsgroup.com/documents/.

In applying the Corporate Governance Directive of the SIX Swiss Exchange and as set forth in Article 4.7, we disclose mandates and interests of the members of the Board of Directors outside the Group. In accordance with Article 4.7, mandates in different legal entities that are under joint control are deemed one mandate and are not set out independently.

No member of the Board of Directors or the Executive Board may hold more than 10 additional remunerated mandates, of which no more than four mandates may be in listed companies. The following mandates are not subject to these limitations:

− Mandates in companies which are controlled by the Company or which control the Company;

− Mandates in different entities that belong to the same group are treated as one mandate;

− Mandates which are assumed by members of the Board of Directors, the Executive Committee or any advisory board on instruction of the Company;

− Mandates in associations, charitable organizations, foundations, trusts, and employee welfare foundations. No member of the Board of Directors or Executive Committee shall hold more than 10 such mandates.

Heinz Kundert

Chair of the Board of Directors, independent non-executive director, Swiss citizen

Education

Degrees in mechanical engineering and industry management from the Institute of Technology (ITA) in Switzerland, and in business management from the FAH/University of St. Gallen.

Experience & other functions

Chair of the Board of Directors of R&S Group Holding AG (since 2024). Chair of the Board of Directors of VT5 SPAC (2021-2023). Chair of the Board of Directors/CEO, member of the Board (since 2019) and member of the Nomination & Compensation and Technical Committees of Comet (2023-2024). Board member of Vario-Systems AG (since 2019). Board member/CEO of VAT Group AG (2014-2019). Founder and owner of Kundert Consulting Establishment (since 2005). Senior Vice President of SEMI, USA, and President of SEMI Europe (2004-2014). COO/CEO of Unaxis/Oerlikon Bührle Holding AG (1998-2004). Various management positions at Oerlikon-Bührle/Unaxis AG, Balzers, Liechtenstein (1981-1991).

Dr. Monika Krüsi

Vice-Chair,

independent non-executive director, Swiss and Italian citizen

Education

Master's degree in business administration and Ph.D. in business informatics from the University of Zurich. Completed executive training program at Harvard Business School.

Experience & other functions

Board member of Ascom Holding AG (since 2024). Board member of Accelleron Industries AG (since 2022). Energie 360º AG (since 2016). Chair of Repower AG (2018-2025). Partner at MKP Consulting AG (since 2003). Partner at Venture Incubator Partners (2001-2003). Associate Partner at McKinsey & Co (1991-2001). Various positions as an auditor and tax consultant.

Committee memberships at R&S Group Holding AG Member of the Technology Committee.

Andreas Leutenegger

Independent non-executive director, Swiss citizen

Education

Master's degree in business administration from the University of St. Gallen. Swiss Certified Public Accountant (CPA). Completed management program at Harvard Business School.

Experience & other functions

Chair of the Board of Directors of HT5 AG (since 2025). Chair of the Board of Directors of qiio Switzerland AG (since 2024). Chair of the Board of Directors of Spicit Ventures GmbH (since 2022). Non-executive Director at ATH PLM AG (since 2022). CFO and Executive Vice President of Amann Girrbach AG (2019-2020). CFO and Executive Vice President of VAT Group AG (2015-2019). Head of Group Controlling and Senior Vice President of Holcim Group (2010-2015). CFO and Senior Vice President at Siam City Cement Public Company Ltd (a subsidiary of Holcim Group in Thailand) (2004-2010). Controller and Head of Corporate Reporting at Holcim Group (1994-2004). Audit manager at KPMG (prior to 1994).

Committee membership at R&S Group Holding AG Chair of the Audit & Risk Committee.

Dr. Beatrix Natter

Independent non-executive director, Austrian citizen

Education

Engineering degree in technical physics and Ph.D. in technical sciences from Vienna University of Technology. Postdoctoral research fellowship at Argonne National Laboratory in the USA.

Experience & other functions

Self-employed power transmission business strategy consultant (since 2022). Executive Vice President of the Transmission business division at Siemens Energy (2020-2022). Executive Vice President of the Transmission Products business unit at Siemens AG (2018-2020). Vice President of the Transformers business unit at Siemens AG (2012-2018). Vice President Energy business unit Services for Industrial Application, Oil & Gas at Siemens AG (2009-2012). Various positions within Siemens AG (1993-2009).

Committee memberships at R&S Group Holding AG

Chair of the of the Technology Committee and Member of the Nomination & Compensation Committee.

Déborah Carlson-Burkart

Independent non-executive Director, Swiss citizen

Education

Master's degree in law from the University of Zurich. Qualified lawyer (Zurich bar). LLM in Corporate Finance from Duke University School of Law. Completed various executive programs at institutions such as INSEAD and MIT Sloane School of Management.

Experience & other functions

Of counsel at Eversheds Sutherland, Switzerland (since 2025). Partner at Wernli Rechtsanwälte (2015-2025). Member of the Management of Rothschild Trust Switzerland AG (2011-2025). including Head Legal in Italy. Board member of N26 Bank SE (since 2023). Board member of RUAG International Holding AG (since 2021). Board member of Visana Group (since 2016). Board member of Alstom Network Switzerland AG (since 2015) and various positions at Alstom (2006-2011), including member of the Management and Group General Counsel. Legal Director International at Strategy (former MicroStrategy) in the USA (2000-2005).

Committee membership at R&S Group Holding AG

Chair of the of the Nomination & Compensation Committee and Member of the Audit & Risk Committee.