VT5 Acquisition Company AG

Annual Report • Apr 15, 2025

R&S GROUP ANNUAL REPORT 2024

R&S Group Annual Report 2024 Key Facts

Key Facts

Annual Report 2024

2	Key Facts
4	Shareholder Letter
7	Strategy and Business Model
21	Business Development
26	Sustainable Value Creation
32	Corporate Governance
	Group Structure and Shareholders
	Capital structure
	Board of Directors
	Executive Committee
	Shareholder participation rights
	Change of control and defense measures
	Auditors
	Information policy
50	Compensation Report
67	Consolidated Financial Statements
	Consolidated profit & loss statement
	Consolidated balance sheet
	Consolidated cash flow statement
	Consolidated statement of changes in equity
	Notes to Financial Statements
	Report on the audit of the consolidated Financial Statement
102	Statutory Financial Statement of R&S Group Holding AG
	Report on the audit of the statutory financial statement
116	Glossary
118	Published information, corporate calendar and contacts

Annual Report 2024

Shareholder letter

Heinz Kundert, Chairman of the Board of Directors of R&S Group and Markus Laesser, Chief Executive Officer of R&S Group

Dear Shareholders

It fills us with great pride and gratitude to share the remarkable progress and achievements of R&S Group in the 2024 financial year. Listed on SIX Swiss Exchange in December 2023, we embarked on our journey as a public company with a commitment to deliver value by achieving operational excellence, and pursuing profitable growth. Today, we are pleased to report on the milestones reached during this transformative year of 2024, underscoring the strength of our strategy, the dedication of our teams, and the trust of you, our Shareholders.

A year of milestones

In 2024, we at R&S Group delivered on our promises by meeting our ambitious operational and strategic goals. Following our inaugural annual report published in April and the Annual General Meeting held in mid-May, we raised our financial guidance at the end of May, signaling our confidence in the Group's capabilities. Throughout the year, we managed to achieve these revised targets, reflecting a robust performance across all business units and geographies. This resulted, among other things, in increased attention and interest from the investment community.

Operationally, our teams focused on sales and on operational excellence in existing and new markets and applications. In terms of markets, we maintained our high market shares in the core markets of Switzerland, Italy, Poland, and Sweden (business development). At the same time, we continued our work in new markets such as Germany, the Nordics, the Baltics, and France. On the application side, the focus remained on data centers and renewables. We also expanded into the new area of harbor electrification, winning projects in Italy with shore-to-ship solutions. We are looking to roll out this application to other coastal countries. We made further progress on production capacity expansion projects under way with a new 10'000 sqm plant near Bochnia

Annual Report 2024

Shareholder letter

in Poland. However, the ramp-up took longer than anticipated, as a result, production started later, with initial deliveries in December 2024 and a full ramp-up during the first quarter of 2025. The inauguration on 3 April 2025, attended by customers and suppliers, was very well received. We plan to increase the capacity of the plant to 3'000 units by 2026.

The strategic highlight of 2024 was the successful acquisition of Kyte Powertech in August, a leading manufacturer of distribution transformer solutions with over 500 employees in Ireland. This strategic move aligns perfectly with our growth strategy, broadening our product portfolio, enhancing our capabilities, and expanding our presence into new markets such as Ireland, the UK, the Benelux and France, where R&S Group was not previously present. The transaction almost doubles R&S Group's revenues on an annualized basis, positioning us into a new league of transformer solution providers. Besides the strategic fit, we paid attention to the equally important cultural fit. Testimony to this cultural alignment is the fact that the first step of the two-phase business integration had been successfully completed by the end of 2024, with people and processes strengthened where necessary. The second phase, focusing on value integration (supply chain management, sales including cross-selling, engineering, and IT), will be completed by mid-2025 at the latest.

On the financial side, we are happy to report on the successful full conversion of all redeemable warrants by mid-November, solidifying our financial position with an inflow of CHF 75 million in equity, broadening our shareholder base, and increasing free float and liquidity. The strong interest shown at our first Capital Markets Day at the end of last October reaffirmed the financial community's confidence in R&S Group's vision and strategy. We took this opportunity to announce new strategic initiatives designed to propel the group into its next phase of growth, allowing us to further capitalize on the opportunities in decarbonization, decentralization, and modernization of electricity distribution networks.

Financial performance

In 2024 R&S Group achieved very solid financial results. The underlying growth remained strong and was supported by disciplined execution and initial contributions from the Kyte acquisition, with net sales amounting to CHF 282.6 million. The EBIT (earnings before interest and taxes) of CHF 62.7 million marks a record result. Adjusted for an extraordinary Employee Benefit Program related to the acquisition of Kyte EBIT amounted to CHF 65.1 million or 23%. We generated an adjusted free cash flow of CHF 44.9 million, corresponding to 15.9% of net sales, exceeding our target of >12%.

Based on the strong results and in line with our dividend policy, the Board of Directors proposes to the Annual General Meeting on 14 May 2025 a dividend of CHF 0.50 per share as previously communicated. This aligns with shareholder interests while supporting investments in our strategic initiatives and priorities.

Annual Report 2024

Shareholder letter

Special thanks

None of this would have been possible without the untiring support of our stakeholders. We extend our heartfelt thanks to our customers for trusting us to deliver transformer solutions that power their success, and to our suppliers, whose partnership enables us to maintain excellence across our operations. To all our employees, whose dedication and ingenuity drive our achievements, we are deeply grateful. Last but not least, we would like to thank you, our shareholders, for your confidence and commitment, which fuel our ambition to deliver longterm value.

Outlook

As we embark on 2025, we are confident of our business model, its alignment with the global trends to decarbonization, decentralization, and modernization, and our ability to execute our strategy and the various associated initiatives, including the leveraging of Kyte, further capacity expansions, and disciplined plant optimizations. Thank you for your continued trust and support as we continue to deliver value and achieve our shared vision.

Sissach, 14 April 2025

Heinz Kundert Markus Laesser Chairman of the Board of Directors Chief Executive Officer

Strategy and business model

Our businesses and markets

The R&S Group is a manufacturer and supplier of power and distribution transformer solutions headquartered in Sissach, Switzerland. It employs 1'192 employees in eight manufacturing facilities in Switzerland, Italy, Poland, Ireland and the Middle East. The businesses supply their domestic markets and various European and Middle Eastern markets with single-phase, small and medium distribution and power transformers under the Rauscher & Stoecklin, ZREW, Tesar, and Kyte brands. The company is successfully positioned to benefit from the accelerating demand for power generation and distribution, driven by the global trend toward decarbonization, decentralization and modernization.

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

• − Power transmission and distribution,
• − Renewable energy, including hydro, wind, and solar photovoltaics,
• − Transportation and e-mobility,
• − Data centers,
• − Buildings and infrastructure and
• − Harbor electrification.

Annual Report 2024

Businesses

Rauscher & Stoecklin

Under the Rauscher & Stoecklin brand, the company manufactures oil-immersed distribution transformers to strict quality standards at facilities in Switzerland and Poland. The transformers are used in various applications, including electrical distribution networks, waterworks, industry, and transportation.

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 sqm plant 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 strategy of the oil-immersed distribution transformers business is to increase the capacity of the Sissach plant from 1'600 units to 2'000 units per year by optimizing the plant (intralogistics) and modernizating of the machinery (winding machines and oven). The ramp-up of the oil-immersed distribution transformers plant near Bochnia is expected to result in an initial production capacity of over 1'200 transformers by the end of 2025 and the aim is to increase this to 3'000 units a year by 2026.

Tesar

Tesar has manufacturing facilities in Italy, Poland, and the United Arab Emirates. Under the Tesar brand, the company manufactures cast-resin transformers up to 52 kV (20 MVA), which are used in a variety of applications including power distribution, industrial converter solutions for industry, solar, and wind power plants, for electrical railway applications and harbor electrification.

Oil-immersed distribution transformer

Cast-resin distribution transformer

Annual Report 2024

Strategy and business model

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.

The strategy of the cast-resin transformers business is to penetrate the existing markets of Italy, Poland, UAE, and Germany with new applications such as data centers and harbor electrification, and to enter new markets such as Saudi Arabia. The aim is to increase the output of the company's internal core production and optimize the use of its production facilities.

ZREW

ZREW is based in Poland and manufactures power transformers (PTs) for applications with voltages up to 170 kV and power up to 125 MVA. These include step-up/step-down transformers, rectifier transformers, and furnace transformers. The company also offers maintenance, modernization, and diagnostic services.

The transformer business intends to increase sales volumes in Germany and selected export markets. By investing in automation (new vertical winding machines), the capacity of the current plant is to be increased from 80 to 90-95 units per year. The new ZREW4Power greenfield project aims to double capacity to 160 units per year by commissioning a new power transformer plant close to the existing one by 2026.

Power transformer

"The acquisition of Kyte Powertech by R&S Group in August 2024 has marked a transformative moment in our companys journey. Over the past few years, we have become a leading provider of high-quality distribution transformer solutions. Joining forces with R&S Group allows us to continue on our growth trajectory, leverage our strengths and customer relationships, and further enhance both brands".

Stephanie Leonard, Managing Director of Kyte Powertech

Kyte Powertech

Strategy and business model

Kyte Powertech, located in Cavan, Ireland, manufactures oil-immersed distribution transformers in various designs such as singlephase, small/medium (3-phase), and large transformers up to 10 MVA. It also manufactures substations from 400 kVA to 1 MVA.

From its 50'000 sqm facility, Kyte Powertech offers a highly controlled supply chain network consisting of its own on-site design engineering and logistics teams, metal fabrication facilities, and custom project management teams. This infrastructure ensures a streamlined sourcing and delivery process for customers. The facility has an annual production capacity of over 16'000 transformers.

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 the existing production, carefully plan expansion investments and evaluate production strategies up to 10 MVA with other oilimmersed distribution transformers plants of the R&S Group.

Single-phase transformer

Single-phase transformer

R&S Group

Annual Report 2024

Small/medium transformer 15-315kVA

Larger transformer 1.2-10MVA

Annual Report 2024

Strategy and business model

Market and customers

The groups expanded geographic footprint covers core markets such as the UK, Switzerland, Ireland, Italy, Poland, and the Middle East, with efforts underway to penetrate new markets, notably Germany, the Nordic and Baltic countries, and France.

The transformer market is at a pivotal moment, driven by a number of long-term global trends¹ :

• − Growing energy consumption and increased demand for electricity in applications such as emobility and data centers (e.g., global electricity demand is forecast to increase from current level between 80% in the "Stated Policy Setting" scenario up to 150% in the "Net Zero Emissions" scenario by 2050).
• − Shift in power generation from centralized fossil-fuel-fired plants to distributed grids based on renewables such as wind and solar (e.g., the share of renewables in the global power generation mix is expected to rise from approximately 25% today to as much as around 80% by 2050).
• − The need to modernize aging grids and adapt them to the growth in renewables (approximately 50% of the European Unions electricity grid will be more than 40 years old by 2030).

All of these trends require energy-efficient transformers to move electricity from the power source to end-users with the lowest losses.

R&S Group sells directly to distribution network operators, engineering, procurement and construction (EPC) companies, wind and solar power producers, industrial customers, power generators, and transmission system operators (TSOs). An additional channel to market is a global network of more than 120 distributors and wholesalers worldwide.

Capture growth from the ubiquity of electrification²

1 International Energy Agency World Energy Outlook, 2023. ² Consultancy analysis UBS.

Annual Report 2024

Strategy and business model

Annual Report 2024

Strategy and business model

Unique selling propositions (USPs)

The key differentiators in the markets in which the R&S Group operates are:

These structural advantages result in lower overheads and better cost structures, 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.

"Our business development efforts continue to focus on our strategic decision to enter new markets and new applications and build long-term partnerships with our direct customers and for our indirect business. This year, we expanded significantly with the acquisition of Kyte Powertech Ltd., strengthening our capabilities in new markets like Ireland, UK, France and the Netherlands and broadening our portfolio. As we move forward, we will continue to drive profitable growth".

Markus Laesser, CEO of R&S Group

"Tesar Supports Turin Airport's Green Transformation with 18 EcoPlus2030 Transformers for the SYSPRO "ENGINEERING Energy Adaptation Project."

Matteo Angiolini, Managing Director of Tesar

Success stories

Tesar's Contribution to Turin Airport's Sustainable Future: Supplying 18 EcoPlus2030 Transformers for the SYSPRO ENGINEERING Energy Adaptation Project

Turin company G.R. IMPIANTI S.r.l. involved our partner IDG 01 S.p.A. in drafting and producing a study for the tender for a change of voltage from 27 kV to 15 kV to enable the airport to take a step towards a sustainable future. This was an opportunity to propose a new technology for the transformers and other equipment to be supplied, in terms of both construction and performance. The partners decided to propose the innovative EcoPlus2030 transformer from Tesar, which is manufactured with state-of-theart systems and can guarantee a reduction in CO2-equivalent emissions of around 50 percent compared with the EcoDesign series. In this project, innovation and sustainability combine to make the airport sector even greener.

Annual Report 2024

Strategy and business model

Tesar Gulf has strengthened its presence in the UAEs electrical infrastructure, highlighted by its successful collaboration with EMAAR district cooling on the EMAAR district cooling plant (DCP) project.

This was Tesar Gulf's first partnership with EMAAR, a subsidiary of UAE real estate giant EMAAR Properties. The project involved supplying nine 12 MVA, 22/3.45 kV transformers to ensure stable power for the cooling plant. The components were sourced from Tesar Italy, with final assembly and testing in Tesar Gulf's Al Ain facility. The transformers passed the Factory Acceptance Test (FAT) in October 2024, earning EMAAR's approval, and final delivery was made in November 2024.

This project underscores TG's growing reputation

as a reliable transformer manufacturer in the UAE. It showcases its ability to handle large-scale Launch and expansion of the Kyte Powertech scholarship in science, engineering, and business

Resort. A major milestone in 2024 was the introduction of the Kyte Powertech Scholarship in Science, Engineering, and Business. This initiative was warmly embraced by students and educators at secondary schools across County Cavan, generating strong engagement and widespread coverage in local media. The scholarship attracted numerous high-achieving male and female applicants who demonstrated exceptional academic excellence.

We were proud to award scholarships to two outstanding students: one pursuing mechanical engineering and the other studying actuarial science.

Each recipient received a EUR 5'000 annual scholarship, a state-of-the-art technology package, mentor-ship from Kyte Powertech leaders, and paid placements during their university studies.

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""ZREW is proud to drive the renewable energy transition by delivering innovative and sustainable transformer solutions that reduce environmental impact."

Grzegorz Sołtysiak, Managing Director of ZREW

R&S Group

Annual Report 2024

Strategy and business model

ZREW drives renewable energy growth in 2024 with strong orders and sustainable transformer solutions for solar and wind farms.

In line with ZREWS's strategic objective of supporting the development of renewable energy, 2024 was a landmark year. Nearly 75% of our record-high order intake came from the renewables segment, demonstrating our strong position in this growing market.

To meet the sector's demands, we adapted our capabilities and transformer designs to handle the increased complexity and size required for renewable applications. The biggest transformers delivered to solar farms in Poland were two 120 MVA units, and multiple 100 MVA transformers were supplied to German wind farms.

Our highly efficient transformers contribute to reducing the CO₂ footprint. We also support sustainability by offering biodegradable cooling fluids upon customer request. Through these efforts, ZREW continues to play a key role in the transition to a greener future.

Annual Report 2024

Strategy and business model

Business model

R&S Group strategically targets attractive segments within the low- and medium-voltage transformer market. The business model is dynamic and customer-centric, prioritizing the unique needs of customers and niche markets. Specializing in customization, shorter lead times, and personalized services, the group's core competency lies in the production of small and specialized batches, delivering high-quality and reliable products with speed and precision. The essence of the business is reflected in its process and engineering excellence, emphasizing the performance of all core components.

The group's production strategy is geared to small batches and customization, with structural advantages in terms of low overheads, personalized local service, and short lead times. This, combined with its commitment to quality, positions R&S Group as a leader in the dynamic landscape of the electrical infrastructure industry.

Strategy

R&S Group is committed to profitable growth and increasing company value through a buyand-build strategy. The strategy is aligned with the megatrend of electrification and is based on four key pillars:

• − Offering best-in-class and customized products and designs,
• − Focusing on emerging industry sectors/applications such as datacenters, renewable energy and harbor electrification,
• − Geographic expansion into new markets, particularly Germany, the Nordics, the Baltics and France,
• − Increasing efficiency and performance through continuous process optimization.

By focusing on these key pillars, R&S Group is positioning itself for sustained success, seizing the opportunities presented by the electrification megatrend and strengthening its role as an industry leader.

"As we ramp up production to a planned level of 1'200 standard units by 2025 in our new plant in Krzeczów, we are ensuring that our operations are optimally set up for efficient processes and throughput. We are very excited about the market opportunities in Germany, the Nordics, and the Baltics, and are aligning our sales and operations accordingly."

Axel Kirchner, COO of R&S Group

Annual Report 2024

Strategy and business model

Strategy roadmap for profitable growth

"In August 2024, we seized the unique opportunity to act on our strategic M&A pillar by acquiring Kyte Powertech. This move almost doubled the size of the group and resulted in increased visibility not only with customers, but also in the capital markets. Our stock listing, equity inflow from warrant conversion and our strong cash generation facilitated the financingofthe acquisition ."

Matthias Weibel, CFO of R&S Group

Annual Report 2024

Strategy and business model

Combined business plan and strategic initiatives

Following the acquisition of Kyte Powertech on 20 August 2024, a bottom-up combined business plan to ensure continued profitable growth was developed and presented at the Capital Markets Day in 2024. Key strategic initiatives have been defined and are at various stages of implementation. Corresponding investment programs have been identified for each of the initiatives and the necessary measures are in the process of being launched.

Capital expenditure for the planned expansion amounts to approximately 3% of sales (in addition to 2.5% for maintenance) and is targeted at the following ongoing capacity expansions:

• − Oil-immersed distribution transformers capacity increase from 1'600 to 2'000 units per year in Switzerland,
• − Ramp-up of the new oil-immersed distribution transformers plant in Krzeczow, near Bochnia, Poland, to 1'200 units in 2025 with the potential to expand up to 3'000 units per year by 2026,
• − Doubling of the number of units from 80 to 160 units p.a. by 2028 through the new ZREW4Power greentech project in Lodz, Poland,
• − Plant expansion at Kyte Powertech with a view to a combined production strategy with the other oil-immersed distribution transformers plants of up to 10 MVA.

Thanks to the combined product portfolio of the enlarged group and in view of the planned capacity expansions, R&S Group will take advantage of market opportunities for up- and crossselling in its various markets. For example, the potential to sell Kyte 4-6 MVA oil-immersed distribution transformers to the German market has been identified. Opportunities have also been identified to sell ZREW power transformers and Tesar cast resin transformers in Kyte's core markets of Ireland and the UK.

"Those who continue to develop, shape the technology of tomorrow."

Cédric Keller, work preparation specialist Rauscher & Stoecklin

R&S Group

Annual Report 2024

Empowering growth: Cédric Keller's Journey in the Future Techleaders Program

At R&S Group, we prioritize employee development to drive innovation and excellence. We are proud to be part of the Swissmem Future Techleader Program together with five other leading Swiss companies. Through structured training programs and hands-on experience, we empower our workforce to expand their expertise and embrace new challenges. Cédric Keller's journey exemplifies this commitment.

Cédric, a trained automation technician, joined the Future Techleaders Program, a two-year Swissmem initiative that offers rotations through three different work areas across various companies. This provides deep insights into diverse industrial processes and technologies, supplemented by 14 training days at the Swissmem Academy.

Initially, Cédric had only limited experience in work preparation (AVOR), but he quickly adapted, embracing new tasks and logistics processes. Within three months, he had gained a solid understanding of workflows and had taken on his first transformer manufacturing projects, enhancing production efficiency.

Growing responsibility and proactive problem-solving have significantly developed both his technical and personal skills. He thrives in an environment that promotes professional growth: core values upheld by R&S Group.

Cédric's success highlights our dedication to fostering talent and expanding career opportunities. By investing in programs like Future Techleaders, we help specialists transition into generalists, opening new paths in the tech industry and reinforcing R&S Group's commitment to developing future leaders.

Group financial performance

R&S Group's performance in 2024 marked record highs for many metrics including net sales, operating margins, profit after tax and cash generation. This was facilitated by sustained favorable market conditions in the main markets of Switzerland, Italy, and Poland, but also by the Group's ongoing efforts to expand into the new markets of Germany and the Nordic and Baltic countries. The strategic acquisition of Kyte Powertech in August 2024 further strengthened our expansion into markets where the R&S Group was not previously present, such as Ireland, the UK, Benelux, and France, diversifying combined sales across Western and Eastern Europe. Efficiency improvements in the various plants combined with capex-protected capacity expansions enabled R&S to meet market demand cost-effectively, resulting in increased profitability despite some supply chain constraints i.e. caused by the slowdown in China. The overall stable price environment for the Group's most important raw materials contributed to the positive annual result.

R&S Group reported net sales for the 2024 financial year, including the first-time consolidation of Kyte Powertech from 20 August 2024 onwards, amounted to CHF 282.6 million versus reported net sales of CHF 216.9 million in 2023. This corresponds to a growth of over 30%. Both entities, the «legacy R&S» as well as Kyte Powertech, contributed to the positive development. Currency effects, mainly the strength of the Swiss franc against the Euro, had a small negative impact on net sales growth.

On a combined basis, gross sales in Europe amounted to CHF 263.5 million compared with CHF 198.1 million in 2023. In Asia, gross sales were CHF 20.1 million compared with CHF 21.2 million in the prior year, while in the Americas, Africa, and Oceania, gross sales were CHF 2.7 million compared with CHF 2.2 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.

Combined order intake, a key indicator of future sales, reached the record level of CHF 305.5 million versus CHF 264.6 million in the previous year (if adjusted for the divested business CHF 245.0 million). Demand was particularly strong for power transformers and orders for oil-immersed distribution transformers remained at a high level. By contrast, orders for castresin distribution transformers softened, mainly owing to a weak construction environment in Germany. To compensate for this, R&S is focusing on promising applications such as data centers and harbor electrification. The order backlog at the end of 2024 reached a record CHF 278.0 million, compared with CHF 185.7 million at year-end 2023.

Annual Report 2024

Business development

The adjusted operating result, EBIT (earnings before interest and taxes), amounted to CHF 65.1 million, representing an EBIT margin of 23.0%, compared with CHF 37.5 million in the previous year (18.6% margin) . This is above the guidance of around 20%, mainly thanks to higher gross margins generated by a growing share of sales of power transformers. Even the reported EBIT margin (including the Irish employee benefit program) amounted to 22.2 %. The positive annual result largely reflects the continued and successful implementation of various growth and productivity measures over the past three years.

Reported profit after tax reached a record level of CHF 41.2 million, compared with CHF 11.6 million in the previous financial year! As a result, and as previously announced, the Board of Directors will propose to the Annual Meeting of Shareholders on 14 May 2025 the payment of a dividend of 0.50 CHF per share, in line with the company's dividend policy.

Total assets amounted to CHF 258.4 million at the end of 2024 versus CHF 139.2 million at the end of 2023, with a significant impact from the acquisition of Kyte Powertech:

− Equity is slightly negative with CHF 5.3 million per end of 2024.

The reason is that the goodwill from Kyte acquisition of CHF 180.7 million was offset against equity in accordance with the Group's accounting policies Swiss GAAP FER. At the same time, the capital increase of 96.7 MCHF in the second half of the year led to a strengthened equity (warrant conversion and management rollover and the sale of 750'000 treasury shares).

− Net financial debt of CHF 91.3 million.

The acquisition of Kyte Powertech was financed by a syndicated term loan of CHF 165.0 million with 10 Swiss banks, including a revolving credit facility of CHF 5.0 million. Thanks to a good operating performance with a high cash conversion and the above-mentioned cash inflows from the capital increases, the leverage ratio (net financial debt (short- and long-term interest bearing debt less cash) divided by reported EBITDA) at the end of the year was at 1.4x.

Cash flow from operations improved to CHF 48.7 million (2023: CHF 38.1 million), reflecting both higher earnings and successful measures to manage the working capital more effectively. Approximately 80% of raw material costs are related to metals. The Group has succeeded in getting those costs better under control, for example through the use of variable price clauses to ensure margin stability, through improved contract management to better control the risk of price increases for key materials for longer-term projects, and also through an intensified focus on recyclable materials to increase stock turnover. Adjusted free cash flow (after net cash outflow for the acquisition of Kyte Powertech and the subsequent tax payment in Italy) amounted to CHF 44.9 million versus CHF 26.4 million in 2023, equivalent to a free cash flow margin of 15.9%. Cash conversion was strong, particularly in the second half of the year 2024.

Annual Report 2024

Business development

Consolidated key financials

	2024 reported1	2024 adjusted1	2023 reported	2023 adjusted2	Change in reported figures
	MCHF	MCHF	MCHF	MCHF	in%
Order Intake	305.5	305.5	264.6	245.0	15%
Order backlog	278.0	278.0	185.7	185.7	50%
Net sales	282.6	282.6	216.9	201.6	30%
Operating result (EBIT)	62.7	65.1 3	28.7	37.5	119%
as % of net sales	22.2%	23.0%	13.2%	18.6%
Profit after tax	41.2	47.3 4	11.6	28.9	254%
Free Cash Flow	-176.2	44.9 5	33.2	26.4	n.a.
Earnings per share in CHF 6	1.31	1.51	0.40	1.00	228%
Net financial debt 7	-91.3 8	n.a. 8	6.7	n.a.	n.a.
Dividend per share in CHF 9	0.50	0.50	0.25	0.25	100%
Year-end Number of full-time equivalents 10	1'192	1'192	616	616	94%

1 Including Kyte Powertech (20 August 2024 until 31 December 2024).

2 Figures adjusted for divested plant in Czech Republic (SERW) and non-operating listing costs from initial business combination of 8.0 MCHF. For details please refer to last year's annual report.

3 Adjusted for extraordinary Irish Employee Benefit Program related to Kyte Powertech acquisition of 2.5 MEUR.

4 Adjusted for subsequent tax payment in Italy of 3.7 MCHF and Irish Employee Benefit Program of 2.5 MEUR.

5 Adjusted for net cash outflow from Kyte Powertech acquisition of 217.4 MCHF (incl. transaction costs of 10.0 MCHF) and subsequent tax payment in Italy.

6 Basic Earnings per share computed by dividing Profit after tax by the weighted average number of shares outstanding (31'403'842 shares in 2024).

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

8 Including -165 MCHF financial debt of R&S Group Holding AG (syndicated loan for the acquisition of Kyte) and banks arrangement fee of 1.9 MCHF.

9 Proposal by the Board of Directors to the AGM of 14 May 2025.

10 Including 513 new FTE of Kyte Powertech per end of 2024. In 2023 without FTEs of divested plant in Czech Republic (SERW).

Annual Report 2024

Business development

Mid-term guidance

Based on the robust market outlook, the various strategic initiatives (including the integration of Kyte Powertech) and further capacity expansions with methodical plant optimizations, R&S confirms its growth path. The guidance for net sales growth has been refined from previously around 12% to a range of 10%-13%, with an unchanged EBIT margin of around 20%. Considering the investments required for the announced capacity expansions, the free cash flow margin is expected to be in the range of 10%-12% of net sales. As for the dividend, the guidance foresees a stable dividend payout of CHF 0.50 per share until 2026.

"Rauscher & Stoecklin goes international. In order to meet the high demand in Europe, a new factory has been built in Poland, where transformers are manufactured for the Nordic, Eastern European and German markets. The new factory will be officially opened in April 2025, but the first products have already been successfully delivered to customers".

Stefan Vegh, Managing Director of Rauscher & Stoecklin

Sustainable value creation

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Sustainability

At R&S Group, we recognize that the creation of long-term value is not solely a matter of economic profit but equally depends on environmental stewardship and social responsibility considering all stakeholders in our own operations and value chain. R&S's products play a vital role in the renewable energy transition by providing specialized transformers for solar, wind, and hydroelectric power generation, supporting the global shift to cleaner energy sources.

In 2024, we continued our sustainability efforts to create positive impact on people and the environment and achieving our goal of a 33% reduction in our greenhouse gas (GHG) emissions by 2033. Our actions are guided by the UN Guiding Principles on Business and Human Rights, the OECD Due Diligence Guidance for Responsible Business Conduct, and the UN Sustainable Development Goals.

Our sustainability-related policies, due diligence, measures and performance indicators are presented in the Report on non-financial matters pursuant to Art. 964 et. seq. Swiss Code of Obligations. The report can be downloaded here https://ir.the-rsgroup.com/non-financialreports. In addition, the R&S Group analysed climate risks and opportunities for the first time in 2024 and reports on the outcomes with reference to the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

As we look to 2025, R&S Group is fully committed to pursuing its sustainability journey. We will be conducting a double materiality assessment to guide our sustainability reporting in accordance with international standards.

Environment

As a manufacturer of transformers and electrical equipment, R&S Group is committed to the protection of the environment and to taking proper environmental measures to promote environmental protection in a sustainable manner in all departments, divisions and companies. In alignment with our commitment to environmental stewardship, our environmental policy, as embedded in the Code of Conduct, aims to ensure that we not only comply with all applicable environmental legislation but also, where feasible, exceed standards.

R&S Group

Annual Report 2024

Annual Report 2024

Sustainability

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R&S recognizes several environmental impacts related to its operations. The production of transformers involves raw materials such as copper and steel, which contribute to GHG emissions and affect land and water use. The company actively works to mitigate these impacts by optimizing raw material consumption and improving production processes.

The company is also vigilant about potential contamination impacts at certain plants, particularly related to transformer oil. Proactive measures, such as leak testing and preventative maintenance, have minimized the likelihood of contamination.

R&S Group is committed to minimizing its environmental footprint across all operations. The company has set an ambitious target to reduce its GHG emissions by 33% by 2033, using 2023 levels as the baseline. This aligns with Switzerland's Long-Term Climate Strategy, which aims for climate neutrality by 2050. To meet this target, R&S focuses on key environmental initiatives, including:

• − GHG Emissions & Energy Efficiency: R&S regularly measures and reports its operational GHG emissions. Several plants have implemented energy management systems (ISO 50001), and the company has installed solar panels at select facilities to reduce its reliance on fossil fuels.
• − Waste Management: R&S has introduced waste sorting and storage measures at its plants to ensure proper disposal of waste. Specific training programs have been introduced to improve waste separation at certain sites.
• − Product Lifecycle Optimization: In 2023, R&S conducted a life cycle assessment of its aluminium and copper transformer lines to assess environmental impacts and optimize material efficiency.
• − Supplier Selection: R&S works closely with suppliers who focus on reducing carbon footprints and use recycled materials, contributing to a more sustainable supply chain.

Electrical energy efficiency (kWh per TCHF)

R&S Group managed to reduce the amount of electricity needed per unit of revenue by more than half, from 59.06 kWh to 25.3 kWh, incl. Kyte for four months in 2024.

Annual Report 2024

Sustainability

People

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R&S Group is committed to creating positive social impacts across its stakeholders, including customers, employees, suppliers, and communities. The company promotes compliance with human rights, anti-discrimination, and safety standards through its Code of Conduct and Supplier Code of Conduct. R&S encourages the reporting of any concerns regarding violations of these principles, in line with the European Whistleblowing Directive.

Respect for human rights

R&S Group upholds the highest standards for respecting human rights, ensuring that its operations avoid any form of exploitation, forced labour, or discrimination. The company adheres to the UN Guiding Principles on Business and Human Rights, which guide its human rights policies and practices. R&S Group plans to carry out a comprehensive human rights risk assessment in 2025 to further strengthen its commitment.

Due diligence measures include regular training, audits and inspections to detect and prevent violations, with corrective actions taken when necessary. If any party fails to adhere to our human rights standards, R&S Group is prepared to take decisive action. In 2024, no significant human rights violations were reported.

Society

R&S Group's social impact is characterized by the creation of high-value employment opportunities, which contribute to economic growth and enhance skill development in our operational regions. Our efforts to improve service availability and response times result in more accessible and efficient customer experience. By engaging with local supply networks, we support business growth and economic sustainability, reinforcing our commitment to the communities we serve. Additionally, through knowledge transfer and training, we invest in the continuous development of our partners.

In 2024, R&S conducted its first global customer survey to assess service quality and product performance, using feedback to drive improvements. The company also benchmarks its social performance against industry standards, tracking its contributions to job creation, service enhancement, and local supplier engagement.

Employees

R&S Group is dedicated to maintaining a safe and inclusive work environment for its 1'192 employees and strives for a zero-accident work environment. The company prioritizes employee safety, career development, diversity, and human rights, with robust systems in place to ensure ethical conduct across its operations

Sustainability

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Information on the workforce by gender and employment type	Female	Male	Total
Total 2024	172 14%	1'020 86%	1'192
Full time	159 14%	999 86%	1'158
Part time	13 38%	21 62%	34
Unlimited	169 15%	930 85%	1'099
Limited	3 3%	90 97%	93
Trainees	2 9%	21 91%	23

R&S has implemented an Occupational Health & Safety (OH&S) management system, including periodic medical examinations, mandatory training programs, safety inspections, and continuous improvements to workplace safety. The company is also planning to introduce higher safety standards and begin collecting diversity-related data in 2025 to further enhance its commitment to a diverse and inclusive workforce.

Governance

The Board of Directors of R&S Group is responsible for overseeing sustainability practices, including the approval of the Nonfinancial Report, and plays an active role in driving the company's ESG (Environmental, Social, and Governance) initiatives. This governance structure ensures that sustainability and responsible business conduct are integrated into R&S Group's strategy. The Executive Committee is responsible for the day-to-day management and execution of the company's sustainability efforts and strategy.

Risk management

R&S Group has implemented a comprehensive Enterprise Risk Management (ERM) framework to identify and manage ESG-related risks. This includes risks related to environmental impact, social concerns, employee well-being, and governance structures. In 2025, the company will integrate climate-related risks into its ERM process to enhance its climate risk management efforts.

Risk management at R&S follows the ISO 31000 standard and is a shared responsibility across the entire organization, from the Board to employees. The company prepares a detailed annual risk report that includes specific actions and identifies responsible individuals for each risk category. The Board is responsible for overall risk management, particularly environmental risks, and ensures the effective implementation of the company's sustainability programs through regular audits and assessments.

Annual Report 2024

Sustainability

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Combating corruption

R&S Group has a zero-tolerance policy towards corruption and adheres to ISO 37001 standards to ensure that bribery and corruption are prevented. The company has implemented internal controls, comprehensive training programs, and regular audits to maintain a corruption-free environment.

In 2024, no significant corruption issues were reported, although higher corruption risks were identified in certain regions, which are closely monitored to mitigate exposure. The company's ongoing efforts to promote transparency and ethics include the tracking of anti-corruption measures and ensuring full compliance across all operations and regions.

Annual Report 2024

Corporate governance

1 Group structure and shareholders

1.1 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 2024 was CHF 3'724 thousand and its market capitalization was CHF 694.5 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.

1.2 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 2024¹ . The list of significant shareholders at 31 December 2024 is disclosed in Note 4.6 to the parent company's financial statements. The free float is at 76.0% as at 31 December 2024

CGS III (Jersey) et al., incl. treasury shares 14.5%	UBS Fund Management (Switzerland) AG 9.9%	Artemis Beteiligungen AG 9.5%		Janus Henderson 6.5%	Swisscanto Fondsleitung AG 5.6% Lock-up 8 members (Kyte management) 4.6%
Not registered 26.7%			Others 22.7%

¹ The voting rights participation according to the latest disclosure notice received from the shareholder.

CGS III (Jersey) Ltd. is a fund managed by CGS Management AG. Rolf Lanz stepped down from his role as senior partner at CGS Management AG in August 2024. In January 2025, CGS III (Jersey) Ltd. reduced its shareholding by block trade to 6.8%. The Group CGS III et al, including treasury shares, holds 7.6% as of 31 January 2025.

On 15 January the Capital Group Companies Inc. acquired 3.4%

Notifications of significant shareholdings in R&S Group Holding AG, or disposal of such, that were disclosed during 2024 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/notificationsmarket-participants/significant-shareholders.html

Annual Report 2024

Corporate governance

1.3 Lock-up agreements

Kyte Powertech management, has agreed for the period ending 5 September 2025 regarding 431'880 Company shares and for the period ending 5 September 2026 regarding 1'295'629 Company shares, not to 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 as 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.

1.4 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

2.1 Changes in share capital

The description of the changes in capital in the last three years is disclosed in Note 4.6 to the Statutory Financial Statements.

2.2 Shares and participation certificates

	2024	2023
Number of shares at 31 December
Registered shares with value of CHF 0.10 each (all entitled to dividends)	37'239'162	28'929'412

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

2.3 Dividend-right certificates

There are no dividend-right certificates.

2.4 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 2024, 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/.

Annual Report 2024

Corporate governance

2.5 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 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.

2.6 Convertible bonds and warrants/options

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

On 8 October 2024 R&S Group Holding AG informed the market about its intention to exercise its right to early redemption of the Redeemable Warrants. By 11 November 2024, 6'644'903 Redeemable Warrants, representing 99.65% of all the options issued, had been exercised and subsequently were delisted by SIX Swiss Exchange (security no. 110800808; ISIN CH1108008082; SIX symbol RSGW). For the remaining 0.35% R&S excercised its redemption option. Further details of the exercise of the redemption are disclosed in Note 4.6 to the Statutory Financial Statements of R&S Group Holding AG.

3 Board of Directors

3.1 Members of the Board of Directors

At at 31 December 2024, 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, inlcuding the Chair of the Board of Directors, as set out in article 4.1 of the Articles fo 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.

Annual Report 2024

Corporate governance

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.

Annual Report 2024

Corporate governance

Heinz Kundert

Chairman 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

Chairman of R&S Group Holding AG (2024-present). Chairman of VT5 SPAC (2021-2023). Chairman/CEO, Member of the Board (2019 to present) and member of the Nomination & Compensation and Technical Committees of Comet, Flamatt, Switzerland (2023-2024). Board member of Vario-Systems AG, Steinach, Switzerland (2019- present). Board member/CEO of VAT Group AG (2014-2019), Switzerland. Founder and owner of Kundert Consulting Establishment (2005- present). 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).

Rolf Lanz

Vice-Chairman, independent non-executive director, Swiss citizen

Education

Master's degree in business administration and Ph.D. in economic science from the University of Zurich.

Experience & other functions

Chairman of CGS Management AG (since 2000). CEO and member of the Board of Directors at Medosan Holding AG (1996-2000). Finance and administration manager and member of the Board of Directors of various subsidiaries of Zürcher Ziegeleien (1989-1996). Project Manager at UBS AG (1985-1989). Chair of the Board of Directors of CGS Management AG (2007-2024), CGS III Partner Ltd (Since 2016) and CGS IV Partners Ltd. (2016-2024). Chair of the Advisory Board of Top-Werk GmbH (since 2014). Member of the Executive Committee of Hummingbird Converting Solutions GmbH (2022-2024) and Photonics Systems Holding GmbH (2022-2024).

Committee memberships at R&S Group Holding AG

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

Annual Report 2024

Corporate governance

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

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). Non-executive director at ATH PLM AG (since 2022). Chairman of Spicit Ventures GmbH (since 2022) and qiio Switzerland AG (since 2024).

Committee membership at R&S Group Holding AG

Chair of the Audit & Risk Committee.

Beatrix Natter

Independent non-executive director, Austrian citizen.

Education

Engineering degree in technical physics and doctorate of technical sciences from the Vienna University of Technology. Postdoctoral research fellowship at Argonne National Laboratory in the U.S.

Experience & other functions

Self-employed power transmission business strategy consultant (since 2022). Executive Vice President for the Transmission business division at Siemens Energy (2020-2022). Executive Vice President for the Transmission Products business unit at Siemens AG (2018-2020). Vice President for 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

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

Annual Report 2024

Corporate governance

Gregor Greber

Independent non-executive Director, Swiss citizen.

Education

Degree in business administration from KSZ, Kaderschule Zürich.

Experience & other functions

Co-Founder and Senior Partner at Veraison Capital AG (2014-2021). Founder CEO and Delegate of the Board of Directors of zRating AG (2014; -sold in 2015 to Inrate AG). Founder CEO and Delegate of the Board of Directors at zCapital AG (2008-2014). Head of Corporate Finance and member of executive management at Bank am Bellevue (2005-2008). Head of Equities (Switzerland) and member of the executive management at Lombard Odier Darier Hentsch (2002-2005). Global Head of Equities (Switzerland) and Managing Director of Deutsche Bank in Zurich (1999-2002). Various positions at UBS and Julius Baer (prior to 1999). Non-executive director at Calida Holding AG (since 2020). Executive Director at Napa Wine AG and NapaGrill (since 2015). Since 2024 board observer at GZO AG, Spital Wetzikon (in dept restructuring moratorium), representing the interests of the bond creditors.

Committee membership at R&S Group Holding AG

Member of the Audit & Risk Committee.

Changes to the Board of Directors in 2024

At the Annual General Meeting of Shareholders held on 28 May 2024, all members of the Board of Directors were re-elected for a one-year term. There were no changes in the composition of the Board of Directors in 2024.

3.2 Board skills and experience

The Board of Directors uses the matrix below to assess the Board's skills and experience. A description of each skill is summarized below. The matrix does not encompass all knowledge, skills, experience or attributes of the Board.

	Board of Directors	CEO	CFO	Group Management	Legal / Audit / Compliance	Global Business	Strategic transformation	Nationality	Date appointment to the Board	Term of office at R&S (in years)	Age as per 31 December 2024
Heinz Kundert	+	+		+		+	+	CH	March 2021	2	72
Rolf Lanz	+	+	+	+		+	+	CH	December 2023	2	65
Andreas Leutenegger	+	+	+	+	+	+	+	CH	March 2021	2	56
Beatrix Natter	+	+	+	+		+	+	AT	December 2023	2	64
Gregor Greber	+	+		+	+	+	+	CH	March 2021	2	57
Criteria
Board of Directors:	directors.								Experience in serving in a listed entity or a large (private) entity as a member of the board of
CEO:									Experience in serving in a listed entity or a large (private) entity as CEO.
CFO:									Experience in serving in a listed entity or a large (private) entity as CFO.
Group Executive Committee:	Experience in serving in a listed entity or a large (private) entity as a member of the Group Executive Committee.
Legal / Audit / Compliance:	Law degree, at least five years of experience in a senior legal, audit or compliance position, or senior audit function at one of the leading audit firms.
Global business:	Experience working in global organizations and assessing, prioritizing and executing business expansion globally.
Strategic transformation:	Experience in defining and driving strategic change, corporate restructuring and mergers and acquisitions.

Annual Report 2024

Corporate governance

3.3 Elections and terms of office

The members of the Board of Directors are elected individually by the Annual General Meeting for a one-year term of office, expiring after the completion of the next Annual General Meeting. Members whose term of office has expired are immediately eligible for re-election.

Except for the election of the Chair of the Board of Directors and the members of the Nomination & Compensation Committee by the Annual General Meeting, the Board of Directors determines its own internal organization. If the office of the Chair of the Board of Directors is vacant, the Board of Directors appoints a new chair from among its members for the remaining term of office. If there are vacancies on the Nomination & Compensation Committee, the Board of Directors fills the vacancies from among its members for the remaining term of office.

3.4 Internal organization structure

The Board of Directors operates according to Swiss company law, the Company's Articles of Association and organizational rules. According to Swiss company law and the Articles of Association of R&S Group Holding AG, the Board of Directors has the following inalienable and non-delegable duties:

• − to supervise the Company and issue any necessary directives,
• − to determine the organization of the Company,
• − to arrange the accounting, financial control, and financial planning as necessary for the management of the Company,
• − to appoint and remove the persons entrusted with the Company's management,
• − to control those persons entrusted with the management of the Company, including in relation to compliance with applicable laws and regulations as well as instructions,
• − to draw up the annual report and the compensation report of the Company, and to prepare the Annual General Meeting and implement its resolutions, and
• − to make any necessary notifications in the event of insolvency.

In line with these duties, the Board of Directors assumes responsibility for the overall strategy and direction, management supervision, and control of the Company and the Group. The Board of Directors has established two committees to assist it in discharging its non-delegable duties, and has delegated the management of the Company and its oversight and control of the business to the Executive Committee under the leadership of the Chief Executive Officer.

Corporate governance

In addition to the inalienable and non-delegable duties, the full Board of Directors has retained responsibility, in particular, for:

• − preparing all topics that fall within the competence of the Annual General Meeting (receiving support and advice from its committees, such as the Audit & Risk Committee in matters of financial reporting, dividend proposals, and other capital management matters),
• − deciding, based upon a recommendation from the Audit & Risk Committee, which external auditors to recommend for appointment by shareholders at the Annual General Meeting,
• − approving any compensation plan within the Company which is linked to the shares of the Company, and
• − succession planning relating to, and the appointment of, members of the Executive Committee, including the Chief Executive Officer.

The Board of Directors meets as often as business requires, but at least once per quarter. During the year under review, the Board of Directors held 16 meetings. Attendance of the members of the Board of Directors at the meetings of the Board of Directors was as follows:

number of meetings / thereof attended

Heinz Kundert	16 / 16
Rolf Lanz	16 / 14
Andreas Leutenegger	16 / 16
Beatrix Natter	16 / 16
Gregor Greber	16 / 16

The committees of the Board of Directors

The responsibilities and members of the current committees of the Board of Directors are as follows:

Audit & Risk Committee

The Audit & Risk Committee (ARC) consists of two members of the Board of Directors. The ARC supports the Board of Directors in monitoring accounting and financial reporting, supervises the external audit function, assesses the efficiency of the internal control system including risk management and compliance with legal and statutory provisions, and issues its opinions on transactions concerning equity and liabilities at R&S Group Holding AG. The ARC also decides whether the R&S corporate reports, comprising the consolidated financial statements of the R&S Group and the financial statements of R&S Group Holding AG, can be recommended to the Board of Directors for presentation to the Annual General Meeting. At the request of the ARC, the external auditor also provides information on current questions related to upcoming changes in accounting and legal amendments. The Chairman of the Board of Directors is regularly invited to participate in meetings of the ARC.

Annual Report 2024

Corporate governance

Attendance of individual Audit & Risk Committee Members	number of meetings / thereof attended
Andreas Leutenegger	9 / 9
Gregor Greber	9 / 9

Nomination & Compensation Committee

The Nomination & Compensation Committee (NCC) consists of two members of the Board of Directors. In matter of compensation its focus is on supporting the Board of Directors in setting compensation policy at the highest corporate level. The NCC draws on the knowledge of internal and external compensation specialists about market data from comparable companies in Switzerland, in addition to publicly available data obtained from compensation disclosures. Furthermore, the NCC continuously evaluates common market practices and stakeholder expectations based on internal and external sources. The NCC proposes to the Board of Directors the total amount of compensation to be paid to the entire Executive Committee. In matters related to nominations, its focus is on supporting the Board of Directors with succession planning and the selection of suitable candidates for the Board of Directors and the Executive Committee. The Chairman of the Board of Directors is regularly invited to participate in meetings of the NCC.

Attendance of individual Nomination & Compensation Committee	number of meetings /
Members	thereof attended

Rolf Lanz 11 / 11 Beatrix Natter 11 / 11

Technology Committee

The Technology Committee (TC) consists of two members of the Board of Directors. The TC supports the Board of Directors in monitoring global developments in technologies, new application opportunities and emerging technological substitutions, thereby ensuring the R&S Groups leading technological position. The TC assesses the R&S Group innovation and product development process and the protection of the Group's intellectual property. It utilizes the expertise of internal specialists and external competence centers. The TC prepares proposals to the Board of Directors and Executive Committee for how to deal with issues, opportunities and risks related to the Group's technology strategy. The Chairman of the Board of Directors is regularly invited to participate in meetings of the TC.

Attendance of individual Technology Committee Members	number of meetings / thereof attended
Rolf Lanz	5 / 5

Annual Report 2024

Corporate governance

3.5 Executive Committee

The Executive Committee is chaired by the Chief Executive Officer, who is responsible, in particular, for formulating, developing, and implementing the overall strategy for the Group, as approved by the Board of Directors, for establishing the organization of the Executive Committee itself, for overseeing the management of the Group, for representing the Executive Committee in its relationship with the Board of Directors and third parties, and for succession planning at the level of the Executive Committee.

Except where delegated by the Board of Directors to the Chief Executive Officer, and under the leadership of the Chief Executive Officer, the Executive Committee is delegated with ultimate responsibility for all the day-to-day activities of the Group. The Chief Executive Officer has an overriding right to information concerning, and the right to examine, all business issues within the Group. The Chief Executive Officer has the power to override any decisions taken by the Executive Committee, notifying the Chair of the Board of Directors of any exercise of such power.

3.6 Information and control instruments regarding the Executive Committee

The Board of Directors has various information and control instruments regarding the Executive Committee. The Chief Executive Officer is responsible for ensuring an appropriate information flow to the Board of Directors and its chair. Detailed monthly financial statements, semi-annual and annual financial statements and reports on business activities, key transactions and other matters to the Group are provided to each member of the Board of Directors.

The Chief Executive Officer and Chief Financial Officer regularly attend the meetings of the ARC, NCC and TC. Every year the Board of Directors discusses and approves the budget for the following years, which then is regularly reviewed and reviews the strategic direction of the Group.

3.7 Diverstiy and independence

All members of the Board of Directors of R&S Group Holding AG are independent nonexecutive members. In January 2025, CGS Management AG reduced its shareholding in R&S Group Holding AG to below 8% of the share capital. Rolf Lanz is therefore considered to be an independent director as of January 2025.

The R&S Group recognizes the importance of diversity and is committed to fostering an inclusive environment at all levels. The Group's approach to leadership appointments focuses on securing the best mix of skills, technical and industry know-how, experience, and perspectives to drive the Group's strategy and support value creation. As the R&S Group continues to evolve and grow by building its target organization, the NCC actively works to broaden the R&S Group's talent pool and create opportunities that will lead to a more balanced gender representation in its leadership bodies over time.

Annual Report 2024

Corporate governance

3.8 Board compensation

For the compensation paid to, and shareholdings of, the members of the Board of Directors, including the basic principles and elements of compensation and equity participation programs and a description of the authorities and procedure for determining the same, as well as loans granted to those individuals, see the Compensation Report, (pages 50-62) and article 4.4 of the Articles of Association, which can be found at https://ir.the-rsgroup.com/documents/.

Annual Report 2024

Corporate governance

4 Executive Committee

4.1 Members of the Executive Committee

Markus Laesser

Chief Executive Officer, Swiss citizen.

Education

Bachelor's degree in business administration from Fachhochschule Nordwestschweiz. (University of Applied Sciences and Arts Northwestern Switzerland). Completed advanced management program (SKU) at the European School of Management and Technology and two executive programs at INSEAD.

Experience & other functions

Member of the R&S Group Executive Committee and CEO since 2021. CEO of International Cutting Group (2019-2021). Global Head of Sales at Oerlikon Mecto (2015-2018). CEO of Distrelec Group (2012-2015). Various senior positions at T-Systems International AG (2006-2012). Director of Small and Medium Markets & Partners at Microsoft (Schweiz) GmbH (2004-2005). Various management positions at IBM (Schweiz) AG (1994-2004). Non-executive director at Codichem AG (since 2014) and Sinim SA (since 2015).

Matthias P. Weibel

Chief Financial Officer, Swiss citizen.

Education

Master's degree in accounting and finance and Ph.D. in business economics from the University of St. Gallen.

Experience & other functions

Member of the R&S Group Executive Committee and CFO since 2021. Managing Director of Raiffeisen Unternehmenszentrum (2017-2022). Group CFO of FAES AG (2005-2017), including FAES s.r.o, Czech Republic and FAES Inc., U.S. Senior Consultant and Competence Area Manager at ABB Schweiz AG (2000-2004). Member of the Executive Committee of Swissmem. Nonexecutive Director at Durrer Spezialmaschinen AG (since 2017) and FAES Finanz AG (since 2005).

Annual Report 2024

Corporate governance

4.2 Management contracts

There are no management contracts between R&S Group Holding AG and companies (or individuals) outside the Group.

4.3 Executive Committee compensation

For the compensation paid to, and shareholdings of, the members of the Executive Committee, including the basic principles and elements of compensation and equity participation programs and a description of the authorities and procedure for determining the same, as well as loans granted to those individuals, see our 'Compensation Report', (pages 50-62) and article 4.4 of the Articles of Association, which can be found at https://ir.the-rsgroup.com/documents/.

5 Shareholder participation rights

5.1 Voting-rights restrictions, representation and electronic participation

In relation to the Company, any person entered in the share register shall be deemed to be a shareholder. Shareholders may represent their shares themselves or have them represented by a third party or the independent representative at the General Meeting. The Independent Representative is elected by the General Meeting for a term of office until the next Annual General Meeting. The term of office expires after completion of the Annual General Meeting. Re-election is possible. If the Company does not have an independent representative, the Board of Directors appoints the independent representative for the next General Meeting.

The 2024 Annual General Meeting elected Paul Bürgi, Attorney-at-Law, Mühlebachstrasse 8, 8024 Zurich, Switzerland, as Independent Representative for a term of office until the end of the 2025 Annual General Meeting.

There are no restrictions on voting rights. Each share entitles its holder to one vote.

Article 3.4 of the Articles of Association (which can be found at https://ir.the-rsgroup.com/documents/ ) provides for the possibility of holding the General Meeting by electronic means without a venue.

5.2 Statutory quorums

Except where otherwise required by mandatory law and/or by article 3.8 of the Articles of Association, all resolutions of the General Meeting are passed by an absolute majority of the votes cast, excluding blank or invalid ballots.

Convocation of the General Meeting

The convocation of a General Meeting shall comply with the applicable legal regulations. The convocation of a General Meeting may also be requested by one or more shareholders who together represent at least 5% of the share capital. The Board of Directors must convene the request of the General Meeting within 60 days of receiving the request. The request must be made in writing, including full details of the proposals.

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Corporate governance

Agenda

Shareholders representing 0.5% of shares may demand that matters be put on the agenda for a General Meeting of shareholders. Such requests must be submitted in writing to the Company at least 45 days before the date of the respective General Meeting and include full details of the proposals.

5.3 Registrations in the share register

In the invitation to a General Meeting, the Board of Directors states the applicable record date by which shareholders must be registered in the share register to be eligible to participate and vote at the meeting. Further information related to the Company's share register can be found at https://ir.the-rsgroup.com/shareholder-registry/.

6 Change of control and defense measures

6.1 Duty to make an offer

Under the Swiss Financial Market Infrastructure Act, any investor who acquires more than 33.33% of all voting rights either directly, indirectly or in concert with a third party, and whether the rights are exercisable or not, has to submit a take over offer for all shares outstanding. R&S Group Holding AG has not applied to opt out of or to increase the percentage threshold applicable to this obligation.

6.2 Clauses on change of control

There are no provisions in favor of the members of the Board of Directors and/or the Group Executive Committee under their mandates or contracts of employment in the event of a change of control.

7 Auditors

7.1 Duration of mandate and term of office of lead auditor

In accordance with the Articles of Association, the external auditor must be elected by the Annual General Meeting for a term of office of one year. Deloitte AG has been the company's statutory auditor since the Annual General Meeting of 24 March 2021. Christophe Aebi assumed the role of lead auditor for the 2024 financial year, and also led the independent audit of the 2020-2023 consolidated financial statements of R&S International Holding AG. The lead auditor may serve in this role for a maximum of seven consecutive years.

7.2 External auditing and additional fees

Services provided by Deloitte AG to the Group comprise auditing and non-auditing services, the latter consisting of audit-related services and other services.

Auditing services include work performed to issue opinions on the Group's consolidated financial statements, the existence of the Group's system of internal controls over its financial

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Corporate governance

reporting, and the statutory financial statements of R&S Group Holding AG and its subsidiaries. Also included is work that generally can only be performed by the statutory auditor.

Audit-related services include other assurance services provided by the independent auditor but not restricted to those that can only be provided by the statutory auditor. Tax services represent tax compliance and other tax-related services. Other services include mainly services in connection with buy-side due diligence.

The Group paid Deloitte AG fees for auditing services totaling CHF 230 thousand in FY 2024 (CHF 933 thousand in FY 2023, of which CHF 610 thousand was for the independent audit of the 2020-2022 consolidated financial statements and CHF 185 thousand for the 2023 audit). In addition, CHF 12 thousand was charged for audit-related services in FY 2024 (in FY 2023 CHF 220 thousand was charged for IPO services). For non-auditing services, in FY 2024 the Group paid Deloitte AG fees totaling CHF 233 thousand for due diligence and tax compliance services (in FY 2023 CHF 233 thousand were paid). Except for the aforementioned service, no additional fees were incurred during FY 2024 for other professional services, unrelated to the audit activities, such as non-statutory and other assurance services.

7.3 Information instruments pertaining to the external audit

To ensure the independence of the auditor, the Audit & Risk Committee of the Board of Directors pre-approves the amounts of the fees for audit and non-audit related services rendered to the Group by Deloitte AG. Any use of Deloitte AG by the Group for non-audit work is overseen by the Audit & Risk Committee.

Furthermore, the Audit & Risk Committee confers regularly with the lead auditor of Deloitte AG about the effectiveness of the systems of internal controls in light of the risk profile of the Group. In addition, the Audit & Risk Committee reviews the scope of the auditing work, the quality of the work and the independence of the external auditors. The external auditors have direct access to the Audit & Risk Committee at all times and participate in every regular quarterly meeting of the Audit & Risk Committee.

8 Information policy

R&S Group Holding AG provides regular information to its shareholders and the public by means of the annual report and a half-year report. Additional ad-hoc publications are made where they are considered appropriate or where required under applicable law or regulation. Published materials are available to the public in electronic form (subscription to R&S Group Holding AG's news alert for corporate information and ad-hoc publications is possible under https://ir.the-rsgroup.com/stay-informed/) as well as in print form from the address mentioned on page 120 of this report.

Further details of the R&S Group's information policy, including contacts and time schedule (with dates of the annual general meeting, publication dates, and trading updates) can also be found on page 120 of this report.

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Corporate governance

9 Blackout periods

Trading in R&S Group Holding AG shares by the members of the Board of Directors, Group Executive Committee and other persons with access to material inside information of the Company and its subsidiaries is not permitted ahead of the release of the Company's full and half-year results or additional interim management statements. Fixed blackout periods commence on the tenth working day after the end of the reporting period for the half-yearly results (30 June) and the annual results (31 December) of each calendar year and last until and including the second trading day after publication of R&S Group Holding AG's half and fullyear results or interim management statements respectively. Variable blackout periods are designated individually by the CEO or the CFO or, in the absence of such designation, when material inside information is available within the Group.

In 2024, there were no exceptions during the blackout periods.

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Compensation Report

Compensation report

1 Introduction

This compensation report describes the compensation principles and programs as well as the governance framework related to the compensation of the Board of Directors and the Executive Committee of R&S Group Holding AG (R&S Group).

The report provides information on the compensation plans and payments as well as the shareholdings and external mandates of the Board of Directors and the Executive Committee in the 2024 financial year, starting on 1 January 2024 and ending on 31 December 2024. In the context of the listing of R&S Group on the SIX Swiss Exchange on 13 December 2023, the compensation system for the Board of Directors and Executive Committee was adjusted, with some of the changes already implemented in December 2023, while others became applicable as of the 2024 financial year. For the 2025 financial year, further changes will be implemented to the compensation system for the Executive Committee, fostering a competitive positioning and alignment with Swiss market practice. Details can be found in this report.

The report is written in accordance with the Swiss Code of Obligations, the Corporate Governance Directive and related provisions of the SIX Exchange Regulation, the principles of the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, as well as R&S Group's Articles of Association.

2 Compensation governance

2.1 Principles and responsibilities

The guiding principles for the compensation of the Board of Directors and the Executive Committee as well as the responsibilities for the R&S Group's compensation system are defined in its Articles of Association. They can be found online and include the following provisions (https://ir.the-rsgroup.com/documents):

• − Principles of Remuneration, Reimbursement of Expenses (article 4.4),
• − Compensation Committee (article 4.5),
• − Loans and Credits (article 4.6),
• − Additional Mandates (article 4.7),
• − Employment and Mandate Contracts (article 4.8),
• − Pension Payments Outside the Occupational Pension Scheme (article 4.9), and
• − Approval of Compensation at the Annual Generel Meeting (article 4.10).

Every year the Board of Directors submits the maximum aggregate compensation of the Board of Directors and Executive Committee to the Annual General Meeting for binding approval. Such approval is (i) prospective for the term of office until the following Annual General Meeting for the Board of Directors, and (ii) prospective for the next financial year for the Executive Committee. If the maximum aggregate compensation of the Executive Committee is insufficient to compensate members of the Executive Committee appointed after the resolution of the

Annual Report 2024

Compensation Report

Annual General Meeting until the beginning of the subsequent approval period, R&S Group may use for each person an additional amount of not more than 40% of the previously approved maximum aggregate compensation of the Executive Committee. The Annual General Meeting does not vote on the additional amount used. Every year the Board of Directors submits the compensation report to the Annual General Meeting for a consultative vote.

2.2 Nomination and Compensation Committee (NCC)

The Nomination and Compensation Committee consists of at least two members. Its Nomination and Compensation Committee members are individually elected by the Annual General Meeting for a term of one year ending at the conclusion of the next Annual General Meeting. Re-election is possible. The Board of Directors appoints the chairman of the Nomination and Compensation Committee.

The Nomination and Compensation Committee currently consists of Rolf Lanz (chair) and Beatrix Natter (member) who were re-elected at the Annual General Meeting of R&S Group in 2024.

The Nomination and Compensation Committee has the following duties:

Preparation and periodic review of the compensation policy and principles, the compensation programs and the performance criteria for the incentive plans.

Preparation of all relevant decisions of the Board of Directors regarding compensation of the members of the Board of Directors and the Executive Committee.

In line with the Articles of Association and the decisions of the Annual General Meeting, the compensation strategy and the related compensation system for the members of the Board of Directors and the Executive Committee are determined by the Board of Directors based on proposals by the Nomination and Compensation Committee. The Board of Directors also decides on the individual compensation of the members of the Board of Directors and the Executive Committee within the limits set by the Annual General Meeting.

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Compensation Report

Levels of authority	NCC	Board of Directors	Annual General Meeting
Compensation policy and principles	Proposes / recommends	Approves
Maximum aggregate amounts of compensation of Board of Directors & Executive Committee	Proposes	Recommends	Approves (binding vote)
Compensation of Chairman of Board of Directors	Proposes / recommends	Approves
Individual compensation of Board of Directors members	Proposes / recommends	Approves
Compensation of CEO	Proposes / recommends	Approves
Individual compensation of Executive Committee	Proposes / recommends	Approves
Compensation report	Proposes / recommends	Approves	Consultative vote

The Nomination and Compensation Committee meets as often as business requires but at least two times a year. In the reporting year, it met eleven times, with all committee members attending all meetings. Upon invitation by the Nomination and Compensation Committee chair, Executive Committee members may also attend all or part of the meetings in an advisory capacity as appropriate. However, they do not attend the meetings or parts of the meetings where their own performance and/or compensation are being discussed.

The Nomination and Compensation Committee chair reports to the Board of Directors on the Nomination and Compensation Committees current topics of discussion and decisions as considered relevant and necessary but after each Nomination and Compensation Committee meeting as a minimum. The minutes of the Nomination and Compensation Committee meetings are made available to all members of the Board of Directors. The Nomination and Compensation Committee may occasionally consult external advisors.

In the reporting year, PricewaterhouseCoopers (PwC) and Obermatt were mandated to provide consulting services related to executive compensation matters. Apart from that, no other services were provided by PwC or Obermatt to R&S Group. No other external advisors were consulted in the reporting year.

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Compensation Report

3 Compensation of the Board of Directors

3.1 Principles and structure

The compensation of the members of the Board of Directors is designed to be reasonable and competitive, taking into account the responsibilities, time and effort required to perform their roles within the board and its committees. Compensation is fixed and may be paid in the form of cash and/or equity.

After the listing of R&S Group on 11 December 2023, a new compensation model was determined for the Board of Directors, applicable as of the 2024 financial year. Under this compensation model, an annual board retainer is paid to the chair, vice-chair and other members of the Board of Directors, with additional fees payable for committee chairs and members. Compensation is paid for the annual board term starting with the election at the Annual General Meeting and is delivered in quarterly installments. All fees are delivered in cash.

Board compensation model	Board retainer	Committee fees
in TCHF (gross)
Chairman of the Board of Directors	127	0
Vice-chairman of the Board of Directors	67	0
Member of the Board of Directors	67	0
Chair of a committee	0	15
Member of a committee	0	10

3.2 Compensation awarded for the 2024 and 2023 financial years (audited)

This section includes the information in accordance with articles 734a-c of the Swiss Code of Obligations and is audited.

For the 2024 financial year (1 to 31 December 2024), the total compensation of the Board of Directors amounted to CHF 496 thousand, comprising board retainer, committee fees and employer social security contributions. While the compensation disclosed in the compensation report covers the financial year, shareholders approve the compensation to be paid for the period between Annual General Meetings. At the Annual General Meeting on 28 May 2024, shareholders approved a maximum aggregate compensation amount for the Board of Directors of CHF 600 thousand for the term of office from the 2024 Annual General Meeting to the 2025 Annual General Meeting. The compensation effectively paid for the portion of this term of office included in this compensation report (2024 Annual General Meeting until 31 December 2024) is within the limit approved by the shareholders. A conclusive assessment for the entire period will be included in the 2025 compensation report. At the Extraordinary General Meeting of 11 December 2023, shareholders approved a maximum aggregate amount of CHF 220 thousand in compensation for the Board of Directors up to the 2024 Annual General Meeting. The compensation actually paid for this term was CHF 207 thousand and is within the approved limit.

Compensation Report

Compensation – financial year 2024 in TCHF (gross)	Board retainer	Committee fees	Social security 1	Total
Heinz Kundert, board chairman	127	0	7	134
Rolf Lanz, board vice-chairman, NCC chair, TC chair	67	30	6	103
Andreas Leutenegger, board member and ARC chair2	67	15	0	82
Beatrix Natter, board member, NCC member, TC member	67	20	7	94
Gregor Greber, board member and ARC member	67	10	6	83
Total	395	75	26	496

Abbreviations: ARC = Audit & Risk Committee; NCC = Nomination & Compensation Committee; TC = Technology Committee;

¹Includes social security contributions to the extent that they result in a benefit entitlement. Additional contributions that do not result in an increase in the benefit entitlement are excluded (amount of CHF 1 thousand).

²Andreas Leutenegger was compensated indirectly via a third-party company, invoicing the respective fees to R&S Group. While this indirect compensation is reflected in the compensation table, employer social security contributions were processed via the third-party company and are, consequently, not included.

For the 2023 financial year (1 November 2022 to 31 December 2023), encompassing 14 months due to the transition from the financial year of VT5 Acquisition Company AG (VT5) (1 November to 31 October) to the financial year of R&S Group (1 January to 31 December) in the context of their initial business combination approved at the Extraordinary General Meeting on 11 December 2023 and the subsequent listing of R&S Group, no members of the Board of Directors received any compensation. During their terms of office at VT5, all members of the Board of Directors were founders of the company and decided not to receive any compensation for their board function, while the members of the Board of Directors elected at the Extraordinary General Meeting on 11 December 2023 only received compensation under the new compensation model applicable as of the financial year 2024.

Compensation – financial year 2023 in TCHF (gross)	Board retainer	Committee fees	Social security	Total
Heinz Kundert, board chairman	0	0	0	0
Rolf Lanz, board vice-chairman, NCC chair1	0	0	0	0
Andreas Leutenegger, board member and ARC chair2	0	0	0	0
Beatrix Natter, board member, NCC member1	0	0	0	0
Gregor Greber, board member and ARC member	0	0	0	0
Jennifer Maag, board vice-chair and NCC chair3	0	0	0	0
Christopher Detweiler, board member and NCC member3	0	0	0	0
Total	0	0	0	0

¹ Since the Extraordinary General' Meeting on 11 December 2023.

²Executive member of the Board of Directors until initial business combination approved at Extraordinary General Meeting on 11 December 2023.

³Until Extraordinary General Meeting on 11 December 2023.

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Compensation Report

In the reporting year, no compensation was paid to former members of the Board of Directors or to parties closely related to members of the Board of Directors.

In accordance with article 4.6 of the Articles of Association, no loans and credits are granted to members of the Board of Directors. As such, no loans and credits were granted during, or were outstanding at the end of, the reporting year.

4 Compensation of the Executive Committee

4.1 Principles and structure

Principles

The compensation of the members of the Executive Committee is designed to be reasonable, competitive, performance-oriented and consistent with the strategic goals of R&S Group and the long-term interests of the shareholders, fostering attraction, motivation, and retention of the best talents. Fixed compensation is complemented by a performance-based variable component. Compensation may be paid in cash and/or equity and is reviewed on an annual basis.

In the context of R&S Group's listing on 11 December 2023, and upon a comparison of the compensation structure with four selected industry peers (Carlo Gavazzi, Phoenix Mecano, Schaffner, and Tornos), the Board of Directors determined a new compensation model for the Executive Committee, applicable as of the financial year 2024, balancing fixed and variable compensation and combining short-term and long-term perspectives.

Annual base salary

The annual base salary is the fixed compensation reflecting the scope and key areas of responsibility of the function, the skills required to fulfill the function and the individual experience and competencies of the Executive Committee.

Short-term incentive (STI)

The short-term incentive is an annual bonus paid in cash, depending on the level of achievement of pre-defined financial objectives (key performance indicators, KPIs) measured over a one-year performance period on the Group level. Those KPIs are revenue growth (weighted 1/3), EBIT margin (weighted 1/3) and free cash flow margin (weighted 1/3), systematically uniting top-line, bottom-line and cash flow perspectives and reflecting the key drivers of value creation at R&S Group. For each KPI, the Board of Directors sets a threshold level of performance which provides for a 0% payout factor, a target level of performance which provides for a 100% payout factor, and a maximum level of performance (cap) which provides for a 200% payout factor, with linear interpolation between threshold and target and between target and maximum. The weighted average of the KPIs' payout factors provides for the overall payout factor for the short-term incentive. The Nomination and Compensation Committee evaluates the performance achievement after the end of the financial year. In any case, the overall payout factor is 0% if group net profit is negative, irrespective of the payout factors of the individual KPIs. Upon approval by the Board of Directors, the final payout is determined, payment is made in the first quarter of the following financial year.

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Compensation Report

The short-term incentive at the target level (i.e., the payout factor of 100%) amounts to 44.4% of annual base salary for the CEO and 42.9% of annual base salary for the CFO. The short-term incentive at the maximum level (i.e., payout factor of 200%) corresponds to 88.9% of annual base salary for the CEO and 85.7% of annual base salary for the CFO.

Long-term incentive (LTI)

For the financial year 2024, a one-time long-term incentive plan covering the cycle from 1 January 2024 (grant) to March 2025 (vesting) was implemented. Under the plan, performance share units (PSUs) were granted subject to a vesting period with specific service and performance conditions. The pre-defined performance targets were measured over the oneyear performance period starting on 1 January and ending on 31 December 2024, including the three KPIs revenue growth (weighted 1/3), EBIT margin (weighted 1/3) and free cash flow margin (weighted 1/3). For each KPI, the Board of Directors sets a threshold level of performance which provides for a 0% vesting factor, a target level of performance which provides for a 100% vesting factor (one PSU provides for one share at vesting), and a maximum level of performance (cap) which provides for a 200% vesting factor (one PSU provides for two shares at vesting), with linear interpolation between threshold and target and between target and maximum. The weighted average of the KPIs' vesting factors provides for the overall vesting factor for the longterm incentive. As of the actual share transfer upon vesting, the shares are subject to a two-year blocking period during which they cannot be disposed of, sold, donated, pledged or transferred in any other way (i.e., restricted shares). Unvested PSUs are forfeit in case of termination by the employer for cause or voluntary resignation by the employee. In the case of death, all unvested PSUs vest immediately at 100% and are settled in cash. In the case of a change of control, all unvested PSUs vest immediately at 100% without any subsequent blocking period for the shares. Unvested PSUs continue to vest normally in all other instances. Furthermore, the long-term incentive is subject to malus and clawback provisions in case of fraud or gross misconduct, financial restatement due to material misstatement, erroneous awards, behavior leading to censure by a regulatory authority, material failure of risk management, or in the course of insolvency and related corporate failure leading to material share price reductions.

For this long-term incentive plan, the grant size was determined as a multiple of 10% of the initial private investment by the members of the Executive Committee in shares of R&S Group (PIPE Investment) in the context of the company's listing. This means that for every ten shares purchased by the Executive Committee member, there was a grant of one PSU. The value of the long-term incentive grant on 1 January 2024 amounted to 22.2% of annual base salary for the CEO and 28.6% of annual base salary for the CFO.

As of the financial year 2025, a new long-term incentive plan will be introduced. Under the plan, PSUs will be granted subject to a three-year vesting period (cliff vesting) with specific service and performance conditions. The latter include three financial KPIs, namely relative sales growth (weighted 35%), relative EBITDA change (weighted 45%) and relative total shareholder return (weighted 20%), combining top-line and bottom-line value drivers with shareholder perspectives. All three KPIs are measured on Group level and against a pre-defined performance peer group consisting of Swiss and international peer companies which are comparable to R&S Group in terms of industry, business cycle and size (see peer group composition outlined below).

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Compensation Report

For each KPI, performance is measured on an annual basis as a percentile rank, with the average percentile rank over the three-year performance period determining the vesting factor for that KPI. The objective is to reach, on average, the 62.5th percentile of the peer group (100% vesting factor). The threshold level of performance is at the 25th percentile (first quartile) and provides for a 40% vesting factor (no vesting below threshold), while the maximum level of performance (cap) is at the 100th percentile and provides for a 200% vesting factor, with linear interpolation between threshold and target and between target and maximum. The weighted average of the KPIs' vesting factors provides for the overall vesting factor for the long-term incentive. Unvested PSUs forfeit in case of voluntary resignation or termination by the employer other than for economic reasons. In the case of retirement, disability and termination by the employer for economic reasons, all unvested PSUs vest on a pro rata temporis basis at the regular vesting date (i.e., regular vesting). In the case of death, all unvested PSUs vest immediately on a pro rata temporis basis (i.e., accelerated vesting). In case of a change of control, the Board of Directors determines the treatment of unvested PSUs. In all vesting cases, the Board of Directors has the right to determine a cash settlement in lieu of a share transfer. The same malus and clawback provisions will apply as for the current long-term incentive plan.

Under the new long-term incentive plan, the long-term incentive grant value will amount to 50% of annual base salary for both the CEO and the CFO. Further details will be provided in the 2025 compensation report.

Company	Country	Company	Country
ABB Ltd	Switzerland	Hammond Power Solutions Inc.	Canada
Allis Electric Co., Ltd.	Taiwan	Hubbell Incorporated	USA
American Superconductor Corporation	USA	Hyosung Heavy Industries Corporation	South Korea
Arteche Lantegi Elkartea, S.A.	Spain	Koncar - distributivni i specijalni transformatori d.d.	Croatia
AS Harju Elekter	Estonia	Koncar - Elektroindustrija d.d.	Croatia
Camber Energy, Inc.	USA	Legrand SA	France
Cembre S.p.A.	Italy	Littelfuse, Inc.	USA
CPH Group AG	Switzerland	Metall Zug AG	Switzerland
Eaton Corporation plc	Ireland	Powell Industries, Inc.	USA
ELQ S.A.	Poland	Schneider Electric S.E.	France
ELSA Solutions S.p.A.	Italy	Shihlin Electric & Engineering Corp.	Taiwan
Fortune Electric Co., Ltd.	Taiwan	Siemens Energy AG	Germany
Hammond Manufacturing Company Limited	Canada

Performance peer group under the new long-term incentive plan

Expense allowance

Executive Committee members are eligible for a monthly lump-sum expense allowance.

Annual Report 2024

Compensation Report

Pension and insurance

The pension fund and insurance are designed to provide a reasonable level of protection with respect to the risk of retirement, disability, death, and illness. The members of the Executive Committee are insured in the company's occupational pension plan applicable to all other employees in Switzerland.

Benefits and perquisites

Except for the expense allowance and the pension and insurance benefits outlined above, the member of the Executive Committee do not receive any particular additional benefits or perquisites.

4.2 Employment contracts

The contracts of employment of the members of the Executive Committee are concluded for an unlimited period of time and may be terminated with six months' notice. The employment contracts are subject to non-competition provisions during employment as well as for a period of twelve months after the end of employment, which do not entitle to any compensation. Contracts of employment do not include severance compensation or change of control clauses.

4.3 Compensation awarded for the 2024 and 2023 financial years (audited)

This section includes the information in accordance with articles 734a-c of the Swiss Code of Obligations and is audited.

For the 2024 financial year (1 to 31 December 2024), the total compensation of the Executive Committee amounted to CHF 1'576 thousand, comprising base salary, the short-term incentive, the long-term incentive and other compensation (including benefits as well as employer social security and pension contributions). This total amount is above the maximum aggregate compensation amount for the Executive Committee of CHF 1'400 thousand approved by shareholders. The difference of CHF 176 thousand will be subject to retrospective approval by the Annual General Meeting on 14 May 2025. Base salary made up 51%, the short-term incentive 30%, the long-term incentive 13% and other compensation 7% of total compensation. The highest-paid member of the Executive Committee is the CEO, receiving total compensation of CHF 874 thousand, with base salary making up 52%, the short-term incentive 30%, the longterm incentive 11%.

Compensation – financial year 2024 in TCHF (gross)	Base salary	STI3	LTI4	Other5	Total
Total compensation of members of the Executive Committee1	800	466	200	109	1576
Markus Laesser, CEO2	450	266	100	57	874

¹ The amounts include the compensations for Markus Laesser (CEO) and Matthias Weibel (CFO) for the 2024 full financial year.

²Highest-paid member of the Executive Committee.

³ On an accrual basis.

⁴Grant value of the long-term incentive in the reporting year.

5 Includes social security contributions to the extent that they result in a benefit entitlement. Additional contributions that do not result in an increase in the benefit entitlement are excluded (amount of CHF 84 thousand).

Annual Report 2024

Compensation Report

For the 2023 financial year (1 November 2022 to 31 December 2023), encompassing 14 months due to the transition from the financial year of VT5 (1 November to 31 October) to the financial year of R&S Group (1 January to 31 December), the total compensation of the Executive Committee amounted to CHF 180 thousand, comprising base salary, the short-term incentive and other compensation (including benefits as well as employer social security and pension contributions). This total was within the maximum aggregate amount of compensation for the Executive Committee of CHF 360 thousand approved by shareholders. Base salary made up 83%, the short-term incentive 7% and other compensation 10% of total compensation. The highest-paid member of the Executive Committee was the former Chief Communication Officer (CCO), receiving a total compensation of CHF 76 thousand, with base salary making up 88% and other compensation 12% of total compensation.

Compensation – financial year 2023 in TCHF (gross)	Base salary	STI3	Others4	Total
Total compensation of members of the Executive Committee1	150	12	18	180
Doris Rudischhauser, CCO2	67	0	9	76

1 The balance includes the compensation of former VT5 executives Anke Gerding (CFO) and Doris Rudischhauser (CCO) for the period from 1 November 2022 to 13 December 2023, and the compensation of the current executives Markus Laesser (CEO) and Matthias Weibel (CFO) for the period from 13 December 2023 to 31 December 2023.

² Highest-paid member of the Executive Committee.

³On an accrual basis.

4 Includes social security contributions to the extent that they result in a benefit entitlement. Additional contributions that do not result in an increase in the benefit entitlement are excluded (amount of CHF 2 thousend).

The increase in compensation for the 2024 financial year versus the 2023 financial year is a direct consequence of the listing of R&S Group on 13 December 2023, changing the responsibilities and the composition of the Executive Committee and leading to a revised compensation system as of the 2024 financial year, including the introduction of an long-term incentive plan. As outlined in the section Group Financial Performance on page 22 of this annual report, R&S Group had a strong performance in the reporting year, resulting in an above-target payout/vesting under the incentive plans overall. Please note that the underlying performance targets are considered sensitive business information and are, consequently, not disclosed.

With respect to the short-term incentive for the 2024 financial year, the payout factors for the three KPIs (equally weighted) and the overall short-term incentive were as follows: 0% for revenue growth, 200% for EBIT margin, and 200% for free cash flow margin, resulting in an overall short-term incentive payout factor of 133%.

Similarly, with respect to the long-term incentive plan covering the cycle from 1 January 2024 (grant) to March 2025 (vesting) with a performance period starting on 1 January and ending on 31 December 2024, the vesting factors for the three KPIs (equally weighted) and the overall long-term incentive were as follows: 82% for revenue growth, 200% for EBIT margin, and 200% for free cash flow margin, resulting in an overall long-term incentive vesting factor of 161%.

Annual Report 2024

Compensation Report

In the reporting year, no compensation was paid to former members of the Executive Committee or to parties closely related to members of the Executive Committee.

In accordance with article 4.6 of the Articles of Association, no loans and credits are granted to members of the Executive Committee. As such, no loans and credits were granted during, or were outstanding at the end of, the reporting year.

5 Shareholdings (audited)

This section includes the information in accordance with article 734d of the Swiss Code of Obligations and is audited.

5.1 Board of Directors

As of 31 December 2024, the members of the Board of Directors held shares and equity instruments as follows:

Name	Shares	Warrants
Heinz Kundert	589'076	0
Rolf Lanz	210'000	0
Andreas Leutenegger	459'706	0
Beatrix Natter	1'850	0
Gregor Greber	238'273	0

As of 31 December 2023, the members of the Board of Directors held shares and equity instruments as follows:

Name	Shares	Warrants
Heinz Kundert (via Kundert Consulting Establishment)	534'706	0
Rolf Lanz1	200'000	10'000
Andreas Leutenegger	514'706	0
Beatrix Natter1	1'850	0
Gregor Greber	718'273	0

¹Since Extraordinary General Meeting on 11 December 2023.

5.2 Executive Committee

As of 31 December 2024, the members of the Executive Committee held shares and equity instruments as follows:

	PSUs (at
	target) 1
66'700	10'000
85'000	10'000
	Shares

¹Number of PSUs granted, expecting a target achievement of 100%. Appointed in the course of the initial business combination approved at the Extraordinary General Meeting on 11 December 2023.

Annual Report 2024

Compensation Report

As of 31 December 2023, the members of the Executive Committee held shares and equity instruments as follows:

Name	Shares	Warrants
Markus Laesser (CEO)	100'000	0
Matthias Weibel (CFO)	100'000	0

6 External mandates (audited)

This section includes the information in accordance with article 734e of the Swiss Code of Obligations and is audited.

6.1 Board of Directors

As of 31 December 2024, and 31 December 2023, respectively, the members of the Board of Directors held the following external mandates (year-over-year changes are indicated accordingly):

Name	Company/Organisation	Comparable functions
	Comet AG	Board Member4
Heinz Kundert	Variosystems AG	Board Member
	Kundert Consulting Establishment	Chairman
Rolf Lanz1	CGS Management AG	Chairman
	Top-Werk GmbH, Germany	Chairman
	CGS III Partners Ltd	Chairman
	CGS IV Partners Ltd	Chairman
	Hummingbird Converting Solutions GmbH,	EC Member
	Germany2
	Photonics System Holding GmbH,	EC Member
	Germany2
	Spicit Ventures GmbH	Chairman
Andreas Leutenegger	qiio Switzerland AG3	Chairman
	ATH PLM AG	Board Member
Beatrix Natter1	None	None
	Napa Wine AG and NapaGrill	Chairman
Gregor Greber	Calida Holding AG	Board Member
	Invenda Group AG	Board Member

¹Since Extraordinary General Meeting on 11 December 2023.

² Resigned from mandate during the 2024 financial year.

³ Mandate newly assumed during the 2024 financial year.

⁴ Chairman in previous financial year.

Annual Report 2024

Compensation Report

6.2 Executive Committee

As of 31 December 2024, and 31 December 2023, respectively, the members of the Executive Committee held the following external mandates (year-over-year changes are indicated accordingly):

Name	Company/Organisation	Comparable functions
	Grimoba SA (in liquidation)2	Chairman
	Hotel Lago di Lugano SA	Chairman
Markus Laesser1	(in liquidation)2
	Codichem AG	Board Member
	Sinim SA	Board Member
	Swissmem	Board Member
Matthias Weibel1	Durrer Spezialmaschinen AG	Board Member
	FAES Finanz AG	Board Member

¹Appointed in the course of initial business combination approved at Extraordinary General Meeting on 11 December 2023.

2 Resigned from mandate during the 2024 financial year.

Phone: +41 (0)58 279 6000 Fax: +41 (0)58 279 6600 www.deloitte.ch

Report on the Audit of the Remuneration Report according to Art. 734a-734f CO

Report of the statutory auditor

To the General Meeting of

R&S GROUP HOLDING AG, FREIENBACH

Report on the Audit of the Remuneration Report

Opinion

We have audited the remuneration report of R&S Group Holding AG (the Company) for year ended 31 December 2024. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the tables "3.2 Compensation awarded for the financial years 2024 and 2023", "4.3 Compensation awarded for the financial years 2024 and 2023", "5 Shareholdings" and "6 External mandates"marked "audited" of the remuneration report.

In our opinion, the information pursuant to Art. 734a-734f CO in the remuneration report complies with Swiss law and the Company's articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibility for the Audit of the Remuneration Report" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have 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.

Phone: +41 (0)58 279 6000 Fax: +41 (0)58 279 6600 www.deloitte.ch

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the tables marked "audited" in the remuneration report, the consolidated financial statements, the stand-alone financial statements and our auditor's reports thereon.

Our opinion on the remuneration report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the remuneration report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the remuneration report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, 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.

Board of Directors' Responsibilities for the Remuneration Report

The Board of Directors is responsible for the preparation of a remuneration report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a remuneration report that is free from material misstatement, whether due to fraud or error. It is also charged with structuring the remuneration principles and specifying the individual remuneration components.

Auditor's Responsibilities for the Audit of the Remuneration Report

Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is 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 and SA-CH 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 this remuneration report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Phone: +41 (0)58 279 6000 Fax: +41 (0)58 279 6600 www.deloitte.ch

Identify and assess the risks of material misstatement in the remuneration report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

We communicate with the Board of Directors and/or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors and/or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Report on Other Legal and Regulatory Requirements

We draw attention to paragraph "4.3 Compensation awarded for the financial years 2024 and 2023" of the Compensation Report disclosing that the total compensation for the Executive Committee of CHF 1'576 thousand in the financial year 2024 exceeded the approved amount of CHF 1'400 thousand, which is in breach of Art. 698 paragraph 3 item 4 CO.

Deloitte AG

Christophe Aebi Dominik Voegtli Auditor in Charge

Zurich, 14 April 2025

Licensed Audit Expert Licensed Audit Expert

Annual Report 2024

Consolidated financial statement as of 31 December 2024

Consolidated profit & loss statement per 31 December 2024

(with comparatives from prior year)

		2024	2023
	Notes	TCHF	TCHF
Net sales	4	282'626	216'907
Changes in semi- / finished goods		15'532	-114
Other operating income	5	426	691
Operating income		298'584	217'485
Material costs		-154'745	-124'226
Personnel costs	6	-52'069	-38'413
Operating expenses	7	-22'475	-13'891
Other operating expenses	8,30	-1'767	-9'938
Operating result before amortisation and depreciation (EBITDA)		67'528	31'017
Depreciation of tangible assets and amortisation of intangible assets	16	-4'808	-2'332
Operating result (EBIT)		62'720	28'684
Financial result	9	-4'437	-9'572
Profit before income taxes		58'283	19'112
Tax expenses	10	-17'076	-7'478
Profit		41'207	11'634
Basic earnings per share in CHF	11	1.31	0.40
Diluted earnings per share in CHF	11	1.30	0.40

Annual Report 2024

Consolidated financial statement as of 31 December 2024

Consolidated balance sheet per 31 December 2024

		31.12.2024	31.12.2023
Assets	Notes	TCHF	TCHF
Cash and cash equivalents		76'795	52'999
Accounts receivable	12	48'599	29'864
Other short-term receivables	13	7'891	2'569
Inventories	14	62'022	31'663
Prepaid expenses		2'247	761
Total current assets		197'554	117'856
Tangible assets	16	37'011	18'791
Financial assets	15	2'046	1'975
Intangible assets	16	21'786	597
Total non-current assets		60'843	21'363
Total assets		258'397	139'219

	31.12.2024	31.12.2023
Liabilities and equity Notes	TCHF	TCHF
Liabilities
Short-term financial liabilities 17	29'421	12'629
Accounts payable	42'302	30'812
Other short-term liabilities 18	26'773	14'391
Short-term provisions 19	7'696	7'470
Accruals 20	7'962	1'730
Total current liabilities	114'155	67'032
Long-term financial liabilities 17	138'630	33'690
Pension liability 21	710	712
Long-term provisions 19	10'205	3'947
Total non-current liabilities	149'546	38'349
Total liabilities	263'700	105'381
Equity
Share capital 22	3'724	2'893
Capital reserves	140'366	48'415
Own shares 22	-2'500	-10'000
Accumulated losses	-143'370	-3'881
Cumulative currency translation reserve	-3'524	-3'589
Total deficit/equity	-5'304	33'838
Total liabilities and deficit/equity	258'397	139'219

Annual Report 2024

Consolidated financial statement as of 31 December 2024

2024 2023 Notes TCHF TCHF Profit of the year 41'207 11'634 Amortisation, depreciation and impairment 16 4'808 2'332 Profit (-)/Loss (+) on sale of tangible assets 16 92 -3 Change in provisions/reserves 19 -1'075 6'167 Other non-cash items¹ 13,30 -4'923 5'520 Cash flow from operating activities before changes in net working capital 40'109 25'650 Change in inventories 14 -4'836 6'766 Change in accounts receivable 2'433 -12'422 Change in other receivables and prepaid expenses -556 7'617 Change in accounts payable -1'091 2'173 Change in other current liabilities and accruals 12'595 8'269 Cash flow from operations 48'654 38'053 Investments in tangible assets 16 -6'665 -5'233 Divestments of tangible assets 16 41 75 Investments in financial assets 15 0 -7 Divestments of financial assets 15 70 689 Investments in intangible assets 16 -862 -326 Acquisition of consolidated entities (less cash taken over) 29 -217'467 0 Cash flow from investment activities -224'883 -4'801 Free cash flow -176'229 33'252 Inflow from capital increase 22 75'121 0 Distribution of profit to shareholders 22 -6'982 0 Acquisition (-)/disposal (+) of own shares 22 10'263 0 Issuance (+)/repayment (-) of short-term financial liabilities 17 15'726 -8'629 Issuance (+)/repayment (-) of long-term financial liabilities 17 104'348 1'792 Cash flow from financing activities 198'476 -6'837 Change in consolidation group 1 0 5'540 Exchange rate impact 1'549 -483 Net change in cash 23'796 31'472 Cash and cash equivalents at 01.01 52'999 21'527 Cash and cash equivalents at 31.12 76'795 52'999 Change in cash and cash equivalents 23'796 31'472

Consolidated cash flow statement per 31 December 2024

¹ Other non-cash items in current year include bank guarantee deposits to Poland's banks to secure guarantees issued by ZREW Transformatory S.A. In prior year, non-cash items include goodwill recycling upon disposal of SERW Spol. S.r.o.

Annual Report 2024

Consolidated financial statement as of 31 December 2024

Consolidated statement of changes in equity per 31 December 2024

	Share capital	Capital reserve	Own shares	Exchange rate mpact i	mulated losses Accu	Total
	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF
As of 31.12.2022	44'822	5'835	0	-2'521	-2'372	45'764
Net profit 2023					11'634	11'634
Exchange rate impact				-1'068		-1'068
Reclassification due to business combination	-41'929	41'929				0
Own shares acquired in business combination			-10'000			-10'000
Offsetting of Goodwill from business combination (Note 29)					-17'678	-17'678
Recycling of SERW goodwill (Note 30)					5'520	5'520
Recycling of SERW Cumulative currency translation reserve					-984	-984
Share Based Payment		651				651
As of 31.12.2023	2'893	48'415	-10'000	-3'589	-3'881	33'838
Net profit 2024					41'207	41'207
Exchange rate impact				65		65
Capital increases	831	95'833				96'664
Disposal of own shares		2'763	7'500			10'263
Dividend payout from capital contribution reserves		-6'982				-6'982
Offsetting of Goodwill from acquisition of Kyte Powertech Ltd. (Note 29)					-180'696	-180'696
Share Based Payment		337				337
As of 31.12.2024	3'724	140'366	-2'500	-3'524	-143'370	-5'304

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Notes to the financial statements

1 Principles of group accounting, consolidation scope and method

The annual financial statements of R&S Group Holding AG ("the Company") have been prepared in accordance with the entire Swiss GAAP FER accounting recommendations (status 1 January 2023 and the amendments to Swiss GAAP FER 30 effective 1 January 2024) and comply with Swiss law. The consolidated financial statements present a true and fair view of the financial position, cash flows and the result of operations and are based on historical costs.

The financial statements are presented in CHF 1'000 thousand. Due to the chosen number format, minor rounding differences may arise.

These financial statements have been prepared on the basis that the Company will continue as a going concern.

These financial statements were authorized for issue by the Board of Directors on 14 April 2025.

Consolidation scope and method

On 11 December 2023, the Shareholders Meeting of the SIX-listed Special Purpose Acquisition Company ("SPAC"), VT5 Acquisition Company AG, approved the Initial Business Combination ("IBC"), and, the acquisition of 100% of the shares of R&S International Holding AG ("RSI") and its subsidiaries for a total purchase consideration of CHF 274 million, consisting of a cash payment of CHF 203.6 million and the issuance of 7.0 million own shares valued CHF 70.4 million. Subsequent to the acquisition, VT5 Acquisition Company AG changed its name to R&S Group Holding AG, and was listed on the SIX Swiss Exchange on 13 December 2023 under the ticker symbol RSGN.

Management concluded that the accounting wise this is a combination of entities, where RSI assumed the assets and liabilities of VT5 Acquisition Company AG.

Refer to Note 29 for details of the assets acquired and the liabilities assumed from VT5 Acquisition Company AG (now R&S Group Holding AG).

The resulting goodwill amounting to CHF 17.7 million arising from the purchase price allocation was directly offset against equity.

The consolidated financial statements include the annual financial statements of R&S Group Holding AG, and the companies controlled by R&S Group Holding AG, which are owned directly or indirectly with over 50% of the voting rights and exercise management and control. These investments are fully consolidated.

First-time consolidation takes place at the time control is assumed, deconsolidation at the time the control is transferred. Assets acquired and liabilities assumed are recognized as of the date when control is obtained and measured at their acquisition-date fair values (revaluation). Any goodwill arising from the purchase price allocation is directly offset against equity.

Annual Report 2024

The list of shareholdings of the significant subsidiaries included in the consolidation as of 31 December 2024 is as follows:

		Share Capital	Ownership in %
R&S Group Holding AG (Pfäffikon SZ, Switzerland)	TCHF	3'724
R&S International Holding AG (Sissach, Switzerland)	TCHF	47'559	100
Rauscher & Stoecklin AG (Sissach, Switzerland)	TCHF	500	100
Tesar S.r.l. (Subbiano, Italy)	TEUR	2'080	100
Tesar Gulf Power Transformers LLC (Al Ain, UAE)	TAED	8'800	100
ZREW Transformatory S.A. (Łódź, Poland)	TPLN	12'598	100
Tesar Polska Sp. z o.o. (Niepolomice, Poland)	TPLN	100	100
Experience Technology Nominees Ltd. (Cavan, Ireland)	TEUR	126	100
Kyte Powertech Ltd. (Cavan, Ireland)	TEUR	12'665	100

In 2024, R&S International Holding AG acquired Experience Technology Nominees Ltd. the owner of Kyte Powertech Ltd for CHF 256.9 million. The first full consolidation of Kyte Powertech Ltd and Experience Technology Nominees Ltd. took place in August 2024, when control assumed by R&S International Holding AG. Refer to Note 29 for further details.

In 2023, Tesar S.r.l. acquired the remaining 52% of Tesar Gulf Power Transformers LLC for CHF 1.6 million. The first full consolidation of Tesar Gulf Power Transformers LLC took place in October 2023, when control assumed by Tesar S.r.l. Neither the balance sheet at acquisition date, nor the net sales in the current or prior years are material to the Group.

In December 2023, SERW spol. s.r.o was sold to an external buyer and fully deconsolidated on 31 December 2023. Refer to Note 30 for further details.

Foreign currency conversion

All assets and liabilities of foreign entities are translated into Swiss francs (CHF), the Group's reporting currency, at the exchange rates prevailing on 31 December.

Income, expenses and cash flows of foreign entities are translated at average exchange rates for the year. Upon disposal of a foreign operation, accumulated currency translation reserve is recognized in the income statement.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

	2024	2023
Euro (EUR)
- Closing rate	0.938	0.930
- Average rate	0.964	0.986
100 Polish Zloty (PLN)
- Closing rate	21.940	21.403
- Average rate	22.377	21.558
100 United Arab Emirates Dirham (AED)
- Closing rate	24.674	22.915
- Average rate	24.161	24.696

Applicable exchange rates for the Group's major foreign currencies are as follows:

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). Transactions in foreign currencies are accounted for at the average exchange rates of the prior month, as an approximation of the exchange rate at the transaction date. Gains and losses resulting from the settlement of such transactions and from the conversion of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

2 Accounting and valuation principles

Assets

Cash and cash equivalents

Cash and cash equivalents include cash balances, postal checks and bank balances as well as time deposits with a remaining term of a maximum of 90 days.

Receivables

Trade and other receivables are shown at their nominal value, less the economically necessary value adjustments. Specific credit risks are taken into account individually.

Inventories and work in progress

Inventories are stated at the lower of purchase or manufacturing costs or net realizable value. Net realizable value is the estimated selling price in the normal course of business, less estimated cost of completion and estimated selling cost. Manufacturing costs include direct material and production costs as well as material and production overheads. The inventory costs are determined using the Average cost method, with exception of work in progress recognized using Percentage-of-Completion method. The Purchase discounts are treated as a purchase price reduction. Value adjustments are made for obsolete and slow-moving items.

Work in progress on long-term contracts is recognized according to the stage of completion of the contract (Percentage-of-Completion method) and is presented net of advance payments received on a customer base. Allowances are recorded to cover anticipated losses as soon as these are identified.

Tangible and intangible assets

Tangible and intangible assets are recorded at acquisition or production cost (i.e. historical cost) less accumulated depreciation. Land is valued at cost and is not depreciated. Depreciation is carried out on a straight-line basis over the estimated useful life. The useful lives are:

Tangible assets

Land and buildings	40 years for buildings
Machinery	10-20 years
Equipment	5-10 years
Operating and storage facilities	10 years
Office furniture	10 years
Vehicles	4-10 years
Information technology	4-10 years

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Intangible assets

Intangible assets (acquired software)	3-4 years
Intangible assets (internally developed software)	max. 8 years
Capitalized development costs	3 years
Goodwill (theoretical capitalization)	5 years

Goodwill resulting from acquisitions (the excess of the purchase price over the net fair value of the acquired assets, liabilities and equity interests) is offset against retained earnings/accumulated losses at the date of acquisition. The impact of a theoretical capitalization and amortization of goodwill is explained in Note 31.

Financial assets

Financial assets mainly comprise deferred tax assets and pension assets. Loans and pension assets (employer contribution reserves not encumbered with waivers of use) are recognized at acquisition cost less impairment, if any. Information related to deferred tax assets is presented in Notes 10 and 15.

Impairment of assets

All non-current assets are tested for impairment when indicators exist that the carrying amount of the asset might exceed its recoverable amount. Where the carrying amount of an asset is higher than the recoverable amount, the asset is impaired to its recoverable amount. The recoverable amount is the higher of an asset's fair value less disposal cost and value in use. Intangible assets not yet available for use are not subject to amortization and are therefore tested for impairment at least once a year. As goodwill is fully offset against equity at the date of acquisition, an impairment of goodwill will not affect income, but will only be disclosed in the notes to the consolidated financial statements (refer to Note 31). Impairment tests are performed based on discounted cash flows at the level of the corresponding cash-generating units, representing the lowest level at which such assets are evaluated for recoverability.

Liabilities

Liabilities are recorded in the balance sheet at their nominal value, except for the borrowings valued at amortized costs.

Provisions

Provisions are set up if an event occurred before the balance sheet date from which a probable obligation occurs in the future whose amount and due date can be reliably estimated. This obligation can be based on legal or factual reasons.

Financial Liabilities

Financial liabilities mainly comprise bank debt. Borrowings are recorded at amortized cost using the effective interest method. They include mainly bank loans and are classified as current if they are settled within 12 months, and there is no unconditional right to extend the settlement to at least 12 months after the balance sheet date.

Annual Report 2024

Contingent liabilities

Possible obligations, the existence of which must be confirmed by future events, or obligations, the amount of which cannot be reliably estimated, are disclosed as contingent liabilities in the notes. The assessment is based on the probability and amount of future benefits and costs.

Taxes

Income tax is recorded based on the period to which it properly relates. Deferred tax is recorded in full using the liability method. Deferred tax assets and liabilities arise on temporary differences between carrying amounts of assets and liabilities for Group purposes and their related tax values. The tax rates and laws enacted or substantively enacted at the balance sheet date are used to determine deferred tax. Deferred tax assets result from tax loss carry-forwards, tax credits as well as temporary valuation differences of assets and liabilities. They are recognized to the extent that realization through future taxable profits is probable. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred tax relates to the same tax authority.

Employee benefits

The pension obligations of Group companies for old age, death or disability are based on the local regulations and requirements in the respective countries.

Contributions to state institutions, autonomous foundations or insurance companies are made on an ongoing basis. The income statement contains the payments owed to the pension providers in a period as well as the ongoing expenses for the fulfilment of the other pension plans. The private pension plans exist mainly in Switzerland. They are designed to create retirement assets with conversion into fixed old-age pensions and with supplementary risk benefits. Valuation and reporting are based on Swiss GAAP FER 16. The actual economic impacts of pension plans of the Company are calculated at the balance sheet date. Economic benefit is capitalized if it is used for the Company's future pension expenses. Economic obligation is recognized as a liability if the requirements for the creation of a provision are met. Separately existing freely available employer contribution reserves are recorded as assets. The difference between the annually determined economic benefits and obligations and the change in the employer's contribution reserve is recorded in the income statement.

Employees of Swiss Group companies in Switzerland are insured as part of a multi-employer pension fund, an independent separate legal entity under Swiss Law ("Personalvorsorgestiftung") financed by contributions from participating employers and employees. An economic obligation or a benefit from the Swiss pension scheme is determined from the pension fund financial statements prepared on the basis of Swiss GAAP FER 26 "Accounting of Pension plans" and recognized in the balance sheet accordingly.

In Italy, the Company accrues monthly a fixed percentage of the salary for each employee (Trattamento di Fine Rapporto, TFR) which is to be paid out at the end of the working relationship or earlier upon request in the case of an employee's special needs, such as buying a property. This jubilee provision is presented as pension liabilities in the financial statements.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Derivative financial instruments

To hedge against currency risks from operating activities, forward exchange contracts are sometimes concluded. The hedging transaction is posted at market value in the same way as the underlying transaction and is shown in the balance sheet as prepaid or deferred income. To hedge future cash flows, changes in the value of the hedging transactions are recognized in the profit or loss statement as financial results until the underlying transaction is processed.

Income / Expenses

Recognition of revenue

Net revenue includes all sales of goods and services after deduction of any sales reductions, including discounts, rebates, returns and value-added tax.

Revenue from sale of goods is recognized when benefits and risks have been transferred to the purchaser in accordance with the contractual terms.

Services rendered to customers include consulting and installation services, as well as after-sales support, repair and maintenance services. Revenue from services is generally recognized when the service has been performed.

Revenues arising from manufacturing orders valued using the percentage-of-completion method are included according to the progress of the work. The percentage of completion is calculated using the cost-to-cost method.

Research and development

Research and development expenses are reported in the income statement within operating expenses, except the costs for external tests (development costs) that yield measurable benefits for the Company over several years, which are capitalized as intangible assets and amortized over the useful life.

3 Segment information

The R&S Group and all its companies are operating internationally as manufacturers and suppliers of electrical infrastructure products, with leading positions in small and medium power and distribution transformers in selected markets in Europe and the Middle East. There are no separate segments as per Swiss GAAP FER 31. All the companies are managed based on a uniform business strategy. The Board of Directors and Executive Committee manage the Company on the basis of the Group's consolidated financial statements. The CEO delegates the monitoring of the goals and their implementation in daily operations to the management of the companies.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

4 Net sales

	2024	2023
	TCHF	TCHF
Gross sales from goods and services	228'600	177'395
Gross sales from long-term manufacturing orders (valued using the percentage-of-completion method)	57'679	44'112
Sales deductions	-3'653	-4'599
Net sales	282'626	216'907
Gross sales per region	2024	2023
	TCHF	TCHF
Europe	263'521	198'092
Asia	20'103	21'225
America	674	1'083
Africa / Oceania	1'981	1'107
Total gross sales	286'279	221'506
Sales deductions	-3'653	-4'599
Net sales	282'626	216'907

In 2024, sales deductions were lower than in 2023, due to CHF 1.2 million in customer claim provisions in 2023.

5 Other operating income

	2024	2023
	TCHF	TCHF
Construction contract cancellation penalty received	0	444
Other operating income	426	247
Total other operating income	426	691

6 Personnel costs

	2024	2023
	TCHF	TCHF
Wages and salaries	-37'294	-26'461
Social benefits	-7'740	-6'274
Other personnel expenses	-7'035	-5'678
Total personnel costs	-52'069	-38'413

In addition to the contributions to state pension schemes, the social benefits item also includes contributions to employee benefit schemes, which are described in Note 23.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

7 Operating expenses

	2024	2023
	TCHF	TCHF
Premises, energy	-7'760	-5'922
Maintenance, repair, operations	-5'106	-2'048
Insurance and administration	-8'073	-4'207
Marketing and sales	-998	-1'235
Research & development	-538	-479
Total operating expenses	-22'475	-13'891

8 Other operating expenses

	2024 TCHF	2023 TCHF
Loss from disposal of tangible and intangible assets	-92	0
Loss from disposal of investments	0	-9'503
Change in warranty provisions	-1'241	-117
Change in the provision for doubtful debt	-14	-32
Management fees	0	-150
Other operating expenses	-420	-136
Total other operating expenses	-1'767	-9'938

In 2024, increase in warranty provisions is a result of higher net sales. In 2023, the loss from disposal of investments reflects the sale of SERW Spol. S.r.o. in December 2023 (refer to Note 30).

9 Financial result

	2024	2023
	TCHF	TCHF
Financial income	811	694
Financial expenses	-5'248	-10'265
Total financial result	-4'437	-9'572
Foreign exchange gain	720	532
Interest income	91	161
Total financial income	811	694
Foreign exchange loss	-102	-531
Listing costs from IBC	0	-8'077
Interest expenses	-4'646	-1'657
Other bank charges	-500	0
Total financial expenses	-5'248	-10'265

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

10 Tax expenses

	2024	2023
	TCHF	TCHF
Current income tax	-16'838	-6'837
Deferred tax	-238	-641
Total tax expenses	-17'076	-7'478

The current taxes on profits include the taxes paid and taxes still owed on the taxable profits of the individual companies according to local tax laws. In 2024, current tax includes subsequent tax payment related to financial years 2018 to 2022 of CHF 3.7 million by Tesar S.r.l.

Deferred taxes are calculated individually for each taxable entity using effectively expected tax rate per tax subject.

Deferred tax assets developed as follows:

	2024	2023
	TCHF	TCHF
Total as of January 1	971	1'781
Increase	901	573
Decrease	-780	-1'377
Exchange rate impact	14	-4
Total as of December 31	1'106	971

The deferred tax assets as of 31 December 2024 relate mainly to past losses occurred in Italy.

Deferred tax liabilities developed as follows:

	2024	2023
	TCHF	TCHF
Total as of January 1	1'205	1'593
Increase	863	94
Decrease	-504	-267
Change in consolidation scope	4'135	-205
Exchange rate impact	-138	-10
Total as of December 31	5'560	1'205

In 2024, the change in consolidation scope reflects the impact from the acquisition of Kyte Powertech Ltd. In 2023, the impact is from the deconsolidation of SERW spol. s.r.o.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

The expiration dates of unrecognized tax loss carryforwards are as follows:

	2024	2023
	TCHF	TCHF
expiring in 1 year	0	176
expiring in 2 years	0	0
expiring in 3 years	0	0
expiring in 4 years	0	0
expiring in 5 years and thereafter	0	0
Total	0	176

Tax rates enacted or substantively enacted at the balance sheet date and used to determine deferred taxes are as follows:

	2024	2023
Switzerland	16%	15%
Italy	25%	24%
Poland	19%	19%
Ireland	13%	n/a
Unated Arab Emirates	9%	n/a

11 Earnings per Share (EPS)

	2024	2023
Profit attributable to the shareholders of the company, in TCHF	41'207	11'634
Weighted average number of shares, in thousands	31'404	28'929
Basic earnings per share, in CHF	1.31	0.40
Profit attributable to the shareholders of the company, in TCHF	41'207	11'634
Weighted average number of shares, in thousands	31'779	28'929
Dilution impact	-0.01	0
Diluted earnings per share, in CHF	1.30	0.40

The Company computes basic earnings per share by dividing Profit attributable to the shareholders of the company by the weighted average number of shares outstanding for the period. The Company includes vested PSUs that have not been settled in shares in the basic weighted average number of common shares calculation.

The Company's computation of diluted EPS reflects the potential dilution that could occur if dilutive securities or other obligations to issue shares were exercised or converted into shares, which include in-the-money outstanding options. PSUs are excluded from the calculation of dilutive potential shares until the performance conditions have been achieved. The Company assumes that proceeds from the exercise price of options are used to repurchase shares at the average market price during the period, thus reducing the dilutive effect. Options with assumed

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

proceeds per unit above the Company's average share price for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.

12 Accounts receivable

	2024	2023
	TCHF	TCHF
Accounts receivable	48'862	30'072
Provision for doubtful debt	-263	-209
Total accounts receivable	48'599	29'864

13 Other short-term receivables

	2024	2023
	TCHF	TCHF
VAT credit	417	330
Withholding tax credit	1'184	1'206
Income tax credit	855	0
Interest receivable	0	236
Restricted cash deposits	4'827	0
Other short-term receivables	608	798
Total other short-term receivables	7'891	2'569

Withholding tax receivables in 2024 are mainly attributable to the initial business combination. The restricted cash deposits in Poland to support bank guarantee lines were terminated in January 2025 and moved to Cash and cash equivalents.

14 Inventories

	2024	2023
	TCHF	TCHF
Raw materials	40'885	23'084
Finished goods	15'382	9'772
Work in progress	8'950	4'174
Work in progress on long-term contracts (PoC method)	7'920	0
Inventory provisions	-11'114	-5'367
Total inventories	62'022	31'663

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Long-term contracts valued according to the PoC (Percentage-of-Completion) method are as follows:

	2024 TCHF		2023 TCHF
	Assets	Liabilities	Assets	Liabilities
Work in progress on long-term contracts	22'633	-14'713	7'941	-7'941
Advance payments from customers on long-term contracts	-14'713	26'735	-7'941	14'011
Net assets from work in progress on long-term contracts	7'920		0
Net liabilities from work in progress on long-term contracts (see Note 18)		12'022		6'070

15 Financial assets

	2024	2023
	TCHF	TCHF
Long-term receivables and loans	252	318
Participation	188	186
Employer contribution reserves (refer to Note 23)	500	500
Deferred tax assets (refer to Note 10)	1'106	971
Total financial assets	2'046	1'975

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

16 Tangible and intangible assets

	Progress/ Capital Work in Prepayments Capital	Land and Buildings	ment and machinery Equip	Movable property, vehicles	Total tangible assets	IT (Software)	Other Intangible Assets	ment costs Develop	Total Intangible assets
	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF
Acquisition value
As of 31.12.2022	2'140	10'075	25'328	1'098	38'641	2'159	1'733	1'276	5'168
Exchange rate impact	-11	50	-472	5	-428	-8	17	-42	-33
Changes in consolidated Group	-9	-4'552	-2'300	-333	-7'194	-364	-1'634	-348	-2'346
Additions	4'214	5	2'573	3	6'796	166	76	89	331
Disposals	-1'651	0	-200	-21	-1'871	0	0	0	0
Reclassifications	-287	67	220	0	0	0	0	0	0
As of 31.12.2023	4'397	5'644	25'150	753	35'945	1'953	192	975	3'121
Exchange rate impact	80	61	-584	9	-433	-715	3	-42	-754
Changes in consolidated Group	1'730	5'861	6'640	0	14'230	21'777	0	735	22'512
Additions	4'515	0	3'192	95	7'801	421	71	239	731
Disposals	-119	-23	-580	-188	-909	0	0	-63	-63
Reclassifications	-5'772	8	5'514	208	-41	41	0	0	41
As of 31.12.2024	4'832	11'551	39'332	878	56'593	23'477	267	1'844	25'588
Accumulated depreciation
As of 31.12.2022	0	-2'575	-16'180	-921	-19'677	-1'760	-1'710	-967	-4'438
Exchange rate impact	0	-29	259	-3	227	-3	-18	30	8
Changes in consolidated Group	0	1'802	1'946	314	4'062	340	1634	347	2'321
Additions	0	-331	-1'535	-50	-1'917	-230	-21	-164	-416
Disposals	0	0	130	21	151	0	0	0	0
As of 31.12.2023	0	-1'133	-15'381	-640	-17'153	-1'654	-115	-754	-2'524
Exchange rate impact	0	-74	415	-9	332	38	-2	24	60
Additions	0	-371	-2'375	-69	-2'815	-1'077	-37	-264	-1'378
Disposals	0	9	448	186	644	0	0	63	63
Impairment	0	0	-589	0	-589	0	0	-25	-25
As of 31.12.2024	0	-1'568	-17'481	-532	-19'582	-2'692	-155	-956	-3'804
Net tangible and intangible assets 31.12.2022	2'140	7'499	9'148	177	18'964	399	23	309	730
Net tangible and intangible assets 31.12.2023	4'397	4'512	9'769	113	18'791	299	77	221	597
Net tangible and intangible assets 31.12.2024	4'832	9'983	21'850	346	37'011	20'786	112	888	21'785

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Exposure of assets to secure own liabilities	2024 TCHF	2023 TCHF
Bearing on land and building mortgage notes in 1. rank	27'863	9'792
Book value land and buildings	3'477	3'563

In 2024, the increase in bearing on land and building mortgage notes is due to the increase in limits of underlying guarantee and hedging lines at ZREW Transformatory S.A

17 Financial liabilities

	2024	2023
	TCHF	TCHF
Short-term financial liabilities	29'421	12'629
Long-term financial liabilities	138'630	33'690
Total financial liabilities	168'052	46'319
Unused additional credit facilities	40'792	17'456

The increase in short- and long-term financial liabilities is due to the new bank credit facility in a form of syndicated loan to R&S International Holding AG for the purpose of financing the acquisition of Experience Technology Nominees Ltd. and Kyte Powertech Ltd.

A new bank credit facility of CHF 160 million with a revolving facility of CHF 30 million has replaced CHF 40 million bank credit facility arranged in December 2023. The interest rate at 31 December 2024 was 2.7% (SARON-based). The credit facility is to be reduced by CHF 12.5 million on a half-yearly basis starting from 30 June 2025. The Company paid in 2024 CHF 1.9 million upfront fees to the banks. The liability is presented at amortized cost and the upfront fees expensed through the effective interest method during the lifetime of the loan.

18 Other short-term liabilities

	2024 TCHF	2023 TCHF
Other liabilities - VAT	1'348	372
Other liabilities - payroll/payroll taxes	2'671	1'514
Capex liabilities	449	236
Other liabilities	2'470	2'288
Advance payments from customers on long-term contracts (refer to Note 14)	12'022	6'070
Advance payments from customers on other contracts	7'813	3'911
Total other short-term liabilities	26'773	14'391

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

19 Provisions

	Short-term provisions		Long-term provisions
	Provision for income tax	Provision for Bonus	ms Provision for mer clai custo	Provision other short-term	Total short-term provisions	Provision for warranties	Deferred tax liability	Provision other long-term	Total long-term provisions
	TCHF	TCHF	TCHF	TCHF		TCHF	TCHF	TCHF	TCHF
As of 31.12.2022	123	737	58	2'305	3'224	777	1'593	1'849	4'219
Changes in consolidated Group	17	-335	-354	-287	-959	0	-205	0	-205
Creation	6'837	3'071	330	7'166	17'405	133	94	51	278
Utilisation	-4'514	-1'095	0	-1'733	-7'342	-16	-267	0	-283
Released unutilised	0	-589	-6	-4'112	-4'708	0	0	0	0
Exchange rate impact	-118	-18	-1	-15	-152	-24	-10	-27	-61
As of 31.12.2023	2'346	1'772	27	3'325	7'470	869	1'205	1'873	3'947
Changes in consolidated Group	1'890	0	0	1'018	2'909	579	4'135	0	4'714
Creation	2'077	2'052	0	2'891	7'019	1'361	863	53	2'278
Utilisation	-6'164	-1'683	0	-877	-8'724	-61	-504	0	-566
Released unutilised	0	-154	0	-938	-1'092	0	0	0	0
Exchange rate impact	81	15	0	18	115	68	-138	-97	-167
As of 31.12.2024	231	2'001	27	5'436	7'696	2'816	5'561	1'829	10'205

In 2024, changes in consolidated Group result from the acquisition of Kyte Powertech Ltd.

20 Accruals

	2024	2023
	TCHF	TCHF
Accrued personnel costs	2'559	194
Accrued material costs	1'045	201
Accrued duties/other taxes	976	0
Accrued other costs	3'382	1'335
Total accruals	7'962	1'730

In 2024, accrual of personnel costs includes CHF 2.3 million (EUR 2.5 million) of Employee profit sharing plan at Kyte Powertech Ltd.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

21 Pension liability

	2024	2023
	TCHF	TCHF
Termination benefits	710	712
Total pension liability	710	712

Pension liability includes a "jubilee" provision in Tesar S.r.l.. In Italy, the Company accrues monthly a fixed percentage of the salary for each employee (Trattamento di Fine Rapporto, TFR) which is to be paid out at the end of the working relationship or earlier upon request in the case of an employee's special needs, such as buying a property.

22 Equity and own shares

Share capital

The share capital comprises all issued, fully paid registered shares of the Company.

As per 31 December 2024, the subscribed share capital amounted to CHF 3'723'916.20 (31 December 2023: CHF 2'892'941.20) and was divided into 37'239'162 registered ordinary shares with a nominal value of CHF 0.10 each (31 December 2023: 28'929'412 registered ordinary shares). The share capital is fully paid up. Each share entitles its holder to one vote.

Authorized share capital

The authorized share capital expired on 14 December 2023, and accordingly the Company did not have any authorized share capital as of 31 December 2023.

Conditional share capital for financing, acquisitions, and other purposes

In accordance with article 2.1.2 of the Company's Articles of Association, the share capital may be increased under the exclusion of the pre-emptive rights of the shareholders by the issuance of up to 5'182'465 fully paid-in registered shares with a nominal value of CHF 0.10 each (31 December 2023: 11'764'706), up to an amount of CHF 518'246.50 (31 December 2023: 1'176'470.60), by means of the exercise or mandatory exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted to shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of the Company or any of its subsidiaries (hereinafter collectively the "Financial Instruments").

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Warrants outstanding

In 2023, the Company had 6'666'657 warrants outstanding exercisable into one registered ordinary shares at CHF 11.50 per share. The last trading day of the product was expected to be 15 December 2027 at the latest. In 2024 the VWAP (Volume-weighted Average Price) rose above CHF 16.50 and the company exercised its redemption option. In 2024, all warrants were either exercised, converted (0.361 shares per warrant) or redeemed by the company (2023: no warrants were exercised, issued or expired).

	Warrants	New shares
Balance as of 31 December 2023	6'666'657
Exercised	(6'546'864)	6'546'864
Converted to shares	(98'039)	35'377
Redeemed (0.01 CHF per Warrant)	(21'754)
Balance as of 31 December 2024	-	6'582'241
Net proceeds in 2024 (TCHF)		74'290

Own shares

	2024	Average share price
	shares	CHF	TCHF
Balance as of 1 January	1'000'000	10.00	10'000
Disposal of own shares	-750'000	10.00	-7'500
Balance as of 31 December	250'000	10.00	2'500
Net proceeds from sale of own shares (TCHF)	750'000	13.68	10'263

Own shares comprise the cost of shares of the Company acquired and held as treasury shares by the R&S Group. The Group acquires shares to meet the obligation to deliver shares for the redeemable warrant and share bonus program for employees and management.

Distribution of dividends

For the financial year 2023, the dividend payment of CHF 0.25 per publicly held share was paid in June 2024. Total dividend paid were TCHF 6'982. In 2023, no dividend was paid for the financial year 2022.

Annual Report 2024

23 Employee benefits
	mount 31.12.2024 Normal a	Usage restrictions 31.12.2024	Balance as of 31.12.2024	Balance as of 31.12.2023	expenses 2023 personnel Results in	expenses 2023 personnel Result in
Employer contribution reserve	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF
Provisions	500	0	500	500	0	0

Notes to the Financial Statements as of 31 December 2024

There is no waiver of use for the employer's contribution reserve.

	Over-/Under- 31.12.2024 funding	Economic share of organisation as of 31.12.2024	Economic share of organisation as of 31.12.2023	and affecting the Difference to PY current year	Contributions over to the period	in personnel costs Pension expenses 2024	in personnel costs Pension expenses 2023
Economic benefit, economic obligation, pension expenditure	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF
Pension fund with excess coverage	5'473	0	0	0	878	878	873

The pension scheme is the pension fund of Rauscher & Stoecklin AG. In 2024, the investments increased by CHF 3'864 thousand. The coverage at year-end was 120.7% (as of 1 January 2023: 113.4%). The increase in coverage ratio by 7.3% is mainly due to a favorable investment environment in 2024.

According to Swiss law, the pension fund's free reserves cannot be used economically by Rauscher & Stoecklin AG or the Group.

Kyte Powertech Ltd pension scheme operates through a Kyte Powertech Limited Trust, a separate legal company with independent trustees and all funds are invested through Unio.

The companies ZREW and Tesar PL do not have their own pension funds for their employees. The pension scheme is regulated by an insurance company or a state organization.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

24 Share based payments

On 19 December 2023, the Board of Directors approved a grant of 100 equity-settled nonconditional R&S Group Shares to all employees, effective on 31 December 2023. The share based payment will be settled from treasury shares in February 2025. Share Based Payment in 2024 include the Performance Share Units (PSUs) granted to the management.

25 Leasing

Operating Lease contract	Total Lease commitments	Maturity of lease commitments
		up to 12	1 to 3	4 to 5	more than 6
		months	years	years	years
Property	18'199	3'288	6'208	4'444	4'259
Other equipment	1'886	934	905	47	0
Total	20'085	4'222	7'113	4'491	4'259

On 31 December 2024, the total amount of outstanding lease commitments for the Company amounted to CHF 20'085 thousand. The main items were:

• leasing of land and building by Rauscher&Stoecklin AG - TCHF 8'499 (until May 2030)

• leasing of a new building in Krzeczów by Tesar Polska Sp.z.o.o. TCHF 6'049 (until August 2039) and

• leasing of Chiaveretto building by Tesar S.r.l. TCHF 3'651 (until July 2028).

26 Guarantees to third parties

	2024	2023
	TCHF	TCHF
Bank guarantees	21'178	17'614

27 Contingent liabilities

In 2024 a surety declaration provided in 2023 by R&S International Holding AG to Poland's bank, assuming overall responsibility for guarantees issued by ZREW Transformatory S.A., has been cancelled and replaced by bank guarantee deposits of ZREW Transformatory S.A. (refer to Note 13).

R&S International Holding AG, Rauscher & Stoecklin AG and Kyte Powertech Ltd. are the joint guarantors for the syndicated bank loan (refer to Note 17).

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024
----------------------------------------------------------	--	--

28	Derivative financial instruments
	Contract values as of 31.12.2024	Contract value as of 31.12.2023	Market value as of 31.12.2024	Market value as of 31.12.2023	financial results of mpact on the 2024 I	financial results of mpact on the 2023 I
	TCHF	TCHF	TCHF	TCHF	TCHF	TCHF
GBP/EUR - FX FW	8'057	0	8'148	0	91	0
PLN/EUR - FX FW	33'365	24'910	33'628	25'038	263	128
LME Copper - SWAP	8'230	4'860	8'159	4'879	-70	19
Total	49'652	29'770	49'935	29'917	284	147

The Company uses forward exchange contracts to hedge against currency risks from operating activities. Swap contracts are used for copper price hedging.

29 Acquisition of investments

On 20 August 2024 R&S Group Holding AG acquired 100% of Kyte Powertech Ltd., an Irelandbased leading manufacturer of distribution transformers from MML Growth Capital Partners Ireland and existing management for a total consideration of CHF 256.9 million.

Kyte Powertech Ltd., founded in 1977 and headquartered in Cavan, Ireland, is a manufacturer of distribution transformer solutions, with main markets being Ireland, the United Kingdom, the Netherlands, Belgium and France. Kyte Powertech Ltd. has 513 employees.

The acquisition included Experience Technology Nominees Ltd. (Cavan, Ireland) holding 100% of Kyte Powertech Ltd.

Since the acquisition on 20 August 2024, Kyte Powertech Ltd. contributed CHF 63.3 million net sales to the consolidated figures of the group. The net sales from 1 January 2024 to 20 August 2024 of Kyte Powertech Ltd. amounted to CHF 108.5 million.

The combined assets and liabilities of Experience Technology Nominees Ltd. and Kyte Powertech Ltd. on 20 August 2024 were revalued to their acquisition date fair value. The land and building in Cavan (CHF +3.9 million) and the design software (CHF +19.9 million) were trued up based on external valuation reports and the corresponding deferred tax liability on the temporary difference recorded (CHF -3.6 million).

The purchase price accounting and goodwill calculation are as follows:

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

	2024
	TCHF
Assets acquired at 20.08.2024	75'313
Cash	16'812
Accounts receivable	19'237
Other short-term receivables	169
Inventories	25'683
Prepaid expenses	921
Total current assets	62'822
Tangible assets	9'977
Intangible assets	2'514
Total non-current assets	12'491
Liabilities assumed at 20.08.2024	19'355
Accounts payable	10'296
Other short-term liabilties	1'232
Short-term provisions	2'814
Accruals	3'093
Total current liabilities	17'435
Long-term financial liabilities	818
Long-term provisions	1'102
Total non-current liabilities	1'920
PPA adjustments (property and intangible assets)	20'256
Consideration paid (including transaction costs)	256'910
settled in cash	234'280
settled in shares	22'630
Goodwill at 20.08.2024, offset with retained earnings	180'696

Goodwill is mainly derived from the access to new markets, such as Ireland, the UK, the Benelux and France, where R&S Group was not previously present.

On 11 December 2023, the Shareholders Meeting of the SIX-listed Special Purpose Acquisition Company VT5 Acquisition Company AG approved the Initial Business Combination, respectively the acquisition of 100% of the shares of R&S International Holding AG and its subsidiaries for a total purchase consideration of CHF 274 million, consisting of a cash payment of CHF 203.6 million and the issuance of 7 million own shares valued at CHF 70.4 million. Subsequent to the acquisition, VT5 Acquisition Company AG changed its name to R&S Group Holding AG, and was listed on SIX Swiss Exchange on 13 December 2023 under the ticker symbol RSGN.

The assets and liabilities of R&S Group Holding AG on 13 December 2023, and the goodwill calculation are as follows:

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

	2023
	TCHF
Assets acquired at 13.12.2023	23'232
Cash	3'741
Own shares	10'000
Other receivables and prepaid expenses	9'491
Liabilities assumed at 13.12.2023	40'911
Bank loan	-38'700
Accounts payable and accruals	-2'211
Consideration paid (neither cash nor shares)	0
Goodwill at 13.12.2023, offset with retained earnings	17'678

30 Disposal of investments

In December 2023, SERW spol. s.r.o was sold to an external buyer. The principal balance sheet items at the time of sale were as follows:

	30.11.2023
	TCHF
Accounts receivable and other short-term assets	2'118
Inventories	4'466
Tangible and intangible assets	4'455
Accounts payable and other liabilities	-3'942
Financial liabilities	-3'114
Net Assets disposed	3'983

The closing selling price of SERW spol. s.r.o was CZK 100 (CHF 4).

Goodwill of CHF 5.52 million from the initial acquisition of SERW spol. s.r.o, that was directly offset against equity at the time of the acquisition in 2014, has been recognized in R&S Group's 2023 statement of profit and loss.

A total loss of CHF 9.5 million from sale of investments in SERW spol. s.r.o has been reported under Other operating expenses (refer to Note 8).

Net sales and operating result impacts of SERW operations in year 2022 and 11 months of year 2023 are presented below:

	2023	2022
	TCHF	TCHF
Net sales	15'587	10'847
Operating result	679	-1'427

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

Contingent assets

As a result of negotiation effort of R&S Group management with the new owners of SERW spol. s.r.o agreement was reached to pay final earn-out in the amount of CZK 15 million (CHF 500 thousand). The payment was settled in February 2025.

31 Goodwill

Goodwill resulting from the purchase of investments in SERW spol.s.r.o., ZREW Transformatory S.A., Tesar S.r.l. and Tesar Polska Sp.z.o.o. was offset against equity on the dates of acquisition.

Goodwill from the acquisition in October 2023 of Tesar Gulf Power Transformers LLC amounted to zero after purchase price accounting adjustments.

In December 2023, upon sale of SERW spol. s.r.o, goodwill of CHF 5.52 million previously offset against equity was recognized in R&S Group's statement of profit and loss.

Upon the business combination in December 2023 of R&S Group Holding AG, goodwill of CHF 17'678 thousand was offset directly against retained earnings.

Upon acquisition of Experience Technology Nominees Ltd. and Kyte Powertech Ltd. in August 2024, goodwill of CHF 180'696 thousand was offset directly against retained earnings.

The total amount of goodwill currently offset against equity is CHF 231'695 thousand, an amount that could potentially impact R&S Group's statement of profit and loss.

According to Swiss GAAP FER, the effects of a theoretical capitalization of goodwill over 5 years are as follows.

	Purchase value	Residual value as of 31.12.2024	Useful life	Amortisation 2024
	TCHF	TCHF	Years	TCHF
Various	33'321	0	5	0
R&S Group Holding AG	17'678	13'880	5	3'536
Kyte Powertech Ltd.	180'696	167'528	5	13'169
Total	231'695	181'408		16'705

32 Related party transactions

No related party transactions occurred in 2024.

Annual Report 2024

Notes to the Financial Statements as of 31 December 2024

33 Assets pledged

On 31 December 2024 there were no pledged assets. The pledge of the shares of Rauscher & Stoecklin AG to a bank was fully terminated by December 2023.

34 Risk assessment

Risk management and control are among management's key responsibilities. Every year, management identifies, evaluates and quantitatively assesses operational, financial and strategic risks, using standardized risk monitoring and reporting processes and implementing mitigation plans when necessary. The risk assessment is discussed and approved by the Board of Directors.

In 2024 the R&S Group faced fewer major risks than in previous years. On the supply side, the risks remained almost unchanged from the previous year, the availability of key materials was ensured and prices only changed moderately. However, the various trouble spots in the world, the war in Ukraine and the new American administration increased volatility towards the end of the year. The Board of Directors believes that these risks were well monitored by management and that mitigation measures were effective.

With the acquisition of Kyte Powertech Ltd. in August 2024, the risk profile of R&S Group has improved, as the sales mix is better diversified by country and product group.

The risks associated with the ramp-up of the new production plant near Bochnia (PL) could not always be handled to full satisfaction. Even though delays are not unusual in such large projects, they ultimately have an impact on sales and therefore on the annual result. Meanwhile, the delays have been successfully resolved through more efficient business processes and help from other plants.

35 Events after Balances sheet date

The Board of Directors approved these consolidated financial statements on 14 April 2025.

During the period after the reporting date 31 December 2024 new legal entity Rauscher & Stoecklin Sp.z.o.o. was registered in Krzeczów near Bochnia, Poland on 13 February 2025 for the purpose of demerger of new manufacturing facility from Tesar Polska Sp.z.o.o. The demerger is planned to be completed in May 2025.

No other material adjusting or non-adjusting events occurred after the reporting date 31 December 2024 up to 14 April 2025.

Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch

Report of the Statutory Auditor

To the General Meeting of R&S GROUP HOLDING AG, FREIENBACH

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of R&S Group Holding AG (the Company) and its subsidiaries (the Group), which comprise the consolidated balance sheet as at 31 December 2024, the consolidated profit & loss statement, 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 a summary of significant accounting policies.

In our opinion, the consolidated financial statements on page 67-95 give a true and fair view of the consolidated financial position of the Group as at 31 December 2024 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law.

Basis for Opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibilities 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 and the requirements of the Swiss audit profession, and we have 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	• Acquisition of Kyte Powertech
	• Recognition of revenue from long-term manufacturing contracts determined using the percentage-of-completion method
Materiality	• CHF 3,000,000
Scoping	• 98.7 % of revenue
	• 99.1 % of profit before taxes
	• 99.5 % of total assets

Our Audit Approach

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.

Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch

Acquisition of Kyte Powertech

Key audit matter

On 20 August 2024, the Group obtained control in distribution transformer solutions company Kyte Powertech Limited (Kyte Powertech). Kyte Powertech consists of a Holding and an operating subsidiary. The total purchase price of Kyte Powertech including acquisition costs amounted to CHF 256.9 million. The identifiable assets and liabilities of Kyte Powertech have been measured at fair value and the excess of the purchase price over net assets was recorded as goodwill (CHF 180.7 million), which was offset against equity. The acquisition of Kyte Powertech is of significant magnitude and is considered complex in terms of initial recognition, fair value measurement of the assets and liabilities initially recognized in the Group's consolidated financial statements as well as required audit procedures. Due to these reasons, we consider the acquisition of Kyte Powertech as a key audit matter.

How the scope of our audit responded to the key audit matter

We performed the following audit procedures:

• Instruction of Kyte Powertech's auditors to perform a full scope audit on the closing balance sheet as at 31 December 2024 and on the income statement period from 21 August 2024 to 31 December 2024 of Kyte Powertech. We have directed and supervised their work, and reviewed their working papers and deliverables.
• Examination of the Purchase Price Allocation as well as management estimates and underlying assumptions with the support of internal valuation experts.
• Assessment of material Kyte Powertech accounting policy to the Group accounting policy conversion adjustments.
• Evaluation of manual closing entries and material first-time consolidation entries.
• Consideration whether presentation and disclosure are in accordance with the requirements of Swiss GAAP FER.

Based on the audit evidence obtained, we consider the Board of Director's and Management's approach to account for the acquisition of Kyte Powertech to be reasonable.

Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch

Recognition of revenue from long-term manufacturing orders using the percentage-of-completion method

Key audit matter

The R&S Group generates sales from different revenue streams as defined in the Accounting and valuation principles (Recognition of revenue) and in note 4 (Net sales) and 14 (Inventories) in the notes to the consolidated financial statements 2024.

The two main areas of income are sales from goods and services of CHF 228.6 million (prior year CHF 177.4 million) and sales from long-term manufacturing contracts, valued using the percentage-of-completion method (PoC) of CHF 57.7 million (prior year CHF 44.1 million) in the 2024 financial year.

The sales of the R&S Group consist to a material extent of income from long-term manufacturing contracts. The recognition of revenue and profits from these long-term manufacturing contracts depends on estimates and assumptions made by Management regarding the determination of the percentage of completion and the expenses incurred.

We consider the recognition of revenue from long-term manufacturing contracts to be a key audit matter, because the revenue recognition highly depends on the estimated degree of completion applied according to the percentageof-completion method, which may not correspond to the actual degree of completion and the planned future revenues.

How the scope of our audit responded to the key audit matter

For the audit of revenue from long-term manufacturing contracts, we have performed the following audit procedures:

• Assessment of consistent application of the principles of revenue recognition in accordance with the PoC method.
• Examination of relevant controls for determining the degree of completion for design and implementation.
• Sampling examination of individual projects regarding:
  • o compliance with the contractually stipulated progress and the acceptance agreements by reviewing these contracts.
  • o Key assumptions made by the project managers and Management with regard to the project progress, the estimated degree of completion, and the forecasted expenses and income of the planned project progress.
• Retrospective analysis of completed projects to assess the reliability of Management's estimates.
• Assessment of recoverability of receivables associated with manufacturing contracts through reconciliations of payment received after the year end date and/or through discussions with Management.

Based on these audit procedures performed, we have obtained sufficient and appropriate audit evidence to address the risk of incorrect revenue recognition from long-term manufacturing orders using the percentageof-completion method.

Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the group to be CHF 3,000,000, which is 5.2% of pre-tax profit. We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of CHF 150,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

Our group audit was scoped by obtaining an understanding of the group and its environment, including group-wide controls, and assessing the risks of material misstatement at the group level. Based on that assessment, we focused our group audit scope primarily on the audit work at the financially significant components in Switzerland (three components), Poland (two components), Italy (one component) and Ireland (one component). Five of these were subject to an audit of financial information, whilst two components were subject to an audit of specified account balances for which the extent of our testing was based on our assessment of the risks of material misstatements and of the materiality of the group's operations for those components.

These seven group companies represent the principal business units and account for 99.5% of the group's net assets, 98.7% of the group's revenue and 99.1% of the group's profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work for the seven components was executed at levels of materiality applicable to each individual entity which were lower than group materiality and ranged from CHF 1,040,000 to CHF 1,600,000.

We also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of specified account balances.

The group audit team visits based on three-year rotation plan each of the locations where the group audit scope was focused.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the standalone financial statements, the remuneration report and our auditor's reports thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do 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 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.

Phone: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00 www.deloitte.ch

If, based on the work we have performed, 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.

Board of Directors' Responsibilities 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 Swiss GAAP FER 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.

Auditor's Responsibilities 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 and SA-CH 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://www.expertsuisse.ch/en/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.

Deloitte AG

Christophe Aebi Dominik Voegtli Auditor in Charge

Zurich, 14 April 2025

Licensed Audit Expert Licensed Audit Expert

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

Profit and loss statement of R&S Group Holding AG

		01.01.2024	01.11.2022
		31.12.2024	31.12.2023
	Notes	TCHF	TCHF
Operating expenses	4.7	-691	-9'341
Personnel costs	4.8	-512	-145
Operating result (EBIT)		-1'203	-9'486
Financial income	4.10	97	3'181
Financial expenses	4.9	-1'727	-287
Loss before income taxes (EBT)		-2'833	-6'592
Tax expenses		-140	-42
Loss		-2'973	-6'634
Accumulated loss at the beginning of the year		-10'162	-5601
Net result		-2'973	-6'634
Offset capital contribution reserve	4.6	0	2'073
Accumulated loss at the end of the year		-13'135	-10'162

In 2023 R&S Group Holding AG's financial year was changed to align with the Company's subsidiaries and previously ran from 1 November to 31 October. Accordingly, the comparative year 2023 spans the 14 months period from 1 November 2022 to 31 December 2023 while the current years figures refer to the 12 months from 1 January 2024 to 31 December 2024.

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

Balance Sheet per 31 December 2024 of R&S Group Holding AG

		31.12.2024	31.12.2023
Assets	Notes	TCHF	TCHF
Current assets
Cash and cash equivalents		2'664	3'488
Other short-term receivables	4.1	1'432	1'483
Financial assets	4.2	36'174	0
Prepaid expenses		0	1
Total current assets		40'270	4'972
Investments	4.4	296'630	274'000
Total non-current assets		296'630	274'000
Total assets		336'900	278'972

	31.12.2024	31.12.2023
Liabilities and equity Notes	TCHF	TCHF
Liabilities
Accounts payable	0	1'168
Other short-term liabilities	0	544
Accruals 4.3	1'684	316
Short-term financial liabilities 4.5	0	8'700
Total current liabilities	1'684	10'728
Long-term financial liabilities 4.5	0	30'000
Total non-current liabilities	0	30'000
Total liabilities	1'684	40'728
Equity
Share capital 4.6	3'724	2'893
Statutory capital contribution reserve 4.6	347'127	255'513
Own shares 4.6	-2'500	-10'000
Accumulated losses	-13'135	-10'162
Total equity	335'216	238'244
Total Liabilities and equity	336'900	278'972

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

1 Corporate Information

R&S Group Holding AG ("the Company") was incorporated on 2 March 2021 in Switzerland as a limited company constituted in accordance with Swiss law. The address of the Company's registered office is Zentrum Staldenbach 3, 8808 Pfäffikon SZ, Switzerland.

The purpose of the Company is to operate a company in the technology sector and to hold companies in this technology sector in a group under uniform management, to acquire, manage, transfer and sell patents, trademarks and technical and industrial knowledge as well as real estate in Switzerland and abroad, to invest in other companies in Switzerland and abroad, to establish branches and found subsidiaries, and to conduct all other business that directly or indirectly promotes the aforementioned purposes.

The Company's financial year runs from 1 January to 31 December. In 2023 the financial year was changed to align with the Company's subsidiaries and previously ran from 1 November to 31 October. Accordingly, the comparative year 2023 spans the 14 months period from 1 November 2022 to 31 December 2023 while the current year figures refer to the 12 months from 1 January 2024 to 31 December 2024.

The Board of Directors approved these financial statements for issue on 14 April 2025. They will be submitted for approval to the Annual Shareholders Meeting to be held on 14 May 2025.

2 Initial Business Combination

On 11 December 2023, the Company's Shareholders Meeting approved the Initial Business Combination ("IBC"), respectively the acquisition of 100% shares of R&S International Holding AG ("RSI") and its subsidiaries for a total purchase consideration of CHF 274 million.

3 Accounting Principles

General

These annual financial statements have been prepared in accordance with the provisions of the Swiss Code of Obligations (32nd Title of the Code of Obligations). The significant valuation policies employed that are not prescribed by the Code are described below.

Foreign currencies

These financial statements are presented in Swiss Francs (CHF), which is the Company's functional and presentation currency.

Transactions denominated in currencies other than the Swiss Franc are recorded at the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at each balance sheet date to the functional currency at the foreign currency exchange rate of that date. Foreign exchange differences arising on translation of such foreign denominated monetary assets and liabilities are recognized in profit or loss.

Annual Report 2024

Equity

Equity includes share capital, statutory capital contribution reserve, reserve for own shares and accumulated losses. Share capital is the nominal value of all outstanding shares. Capital reserves contain payments by shareholders in excess of the nominal value. The reserve for own shares includes own shares held by the Company. Accumulated loss refers to undistributed gains and losses.

Cash flow statement and additional disclosures not included in the notes

Since R&S Group Holding AG prepares consolidated financial statements in accordance with Swiss GAAP FER, a recognized accounting standard, in compliance with the statutory provisions, it has not included disclosures on audit fees in these notes and is exempted from preparing additional notes or a cash flow statement.

Going concern

The financial statements were prepared on a going concern basis. There are no indications that the Company should not be able to continue as a going concern.

4 Financial information

4.1 Other short-term receivables

Other short-term receivables as per 31 December 2024 mainly included the withholding tax receivable from the interest received on the cash balances of CHF 1'119 thousand (31 December 2023: CHF 1'119 thousand) and VAT receivables.

4.2 Short-term financial assets

	31.12.2024	31.12.2023
	TCHF	TCHF
Short-term loan receivables - subsidiaries	36'174	0
Total short-term financial assets	36'174	0

4.3 Accruals

	31.12.2024	31.12.2023
	TCHF	TCHF
Legal and consulting expenses	574	0
Stamp duty	976	0
Other accruals	134	0
Total accruals	1'684	0

Statutory financial statements of R&S Group Holding AG

4.4 Investments

In August 2024 R&S International Holding AG acquired 100% of Experience Technology Nominees Ltd. and Kyte Powertech Ltd. in cash and own shares. Subsequently, the sellers contributed-in-kind their shares in R&S International Holding AG valued CHF 22.6 million to R&S Group Holding AG against issuance of 1'727'509 ordinary shares of the Company.

The value of the direct investment in R&S International Holding AG as per 31 December 2024 amounts to CHF 296.6 million (2023: CHF 274 million).

				Ownership in %
		Share Capital	2024	2023
R&S International Holding AG (Sissach, Switzerland), direct	TCHF	47'559	100	100
Rauscher & Stoecklin AG (Sissach, Switzerland), indirect	TCHF	500	100	100
Tesar S.r.l. (Subbiano, Italy), indirect	TEUR	2'080	100	100
Tesar Gulf Power Transformers LLC (Al Ain, UAE), indirect	TAED	8'800	100	100
ZREW Transformatory S.A. (Łódź, Poland), indirect	TPLN	12'598	100	100
Tesar Polska Sp. z o.o. (Niepolomice, Poland), indirect	TPLN	100	100	100
Experience Technology Nominees Ltd. (Cavan, Ireland), indrect	TEUR	129	100	0
Kyte Powertech Ltd. (Cavan, Ireland), indirect	TEUR	12'645	100	0

The capital and voting rights do not differ from the ownership rights disclosed.

4.5 Bank loans

For the financing of the IBC, the Company received a credit facility of CHF 40 million from a bank, of which CHF 38.7 million were drawn as per 31 December 2023 and fully repaid as per 31 December 2024.

4.6 Shareholders' equity

Issued Capital

As per 31 December 2024, the subscribed share capital amounted to CHF 3'723'916.20 (31 December 2023: CHF 2'892'941.20) and was divided into 37'239'162 registered ordinary shares with a nominal value of CHF 0.10 each (31 December 2023: 28'929'412 registered ordinary shares). The share capital is fully paid up. Each share entitles its holder to one vote.

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

In 2024 the Company increased the capital by 1'727'509 shares related to the acquisition of Kyte Powertech Ltd (refer to Note 4.3 Investments) and 6'582'241 ordinary shares from conditional capital from the exercise / conversion of the warrants (see below).

In December 2023, in line with the approvals of the Company's Shareholders Meeting and in the course of the IBC, the following changes to the shareholders equity were conducted:

• − Creation of only one class of shares: the 1'764'706 registered ordinary founder shares and 21'764'707 Class A Shares and were converted into 23'529'413 registered ordinary shares.
• − Increase of the share capital by 2'372'000 registered ordinary shares with a nominal value of CHF 0.10 on 11 December 2023 by cash contribution. The capital increase was carried out net of a capital decrease of 1 registered ordinary share with a nominal value of CHF 0.10 in the context of the buyback of redeemed Class A shares in the course of the IBC.
• − Increase of the share capital by 2'734'898 registered ordinary shares with a nominal value of CHF 0.10 on 13 December 2023 by a contribution in kind of 4'473'876 registered shares with a nominal value of CHF 1.00 of R&S International Holding AG.
• − Increase of the share capital by 293'101 registered ordinary shares with a nominal value of CHF 0.10 on 20 December 2023 by a contribution in kind of 479'469 registered shares with a nominal value of CHF 1.00 of R&S International Holding AG.

	Founder shares	Class A shares	Ordinary shares	Total shares	Total share capital TCHF
Balance as at 31 Ocotober 2022	1'764'706	21'764'707		23'529'413	2'353
Conversion at IBC	(1'764'706)	(21'764'707)	23'529'413	-
Capital increase 11 December 2023			2'372'000	25'901'413	2'590
Capital increase 13 December 2023			2'734'898	28'636'311	2'864
Capital increase 20 December 2023			293'101	28'929'412	2'893
Balance as at 31 December 2023			28'929'412	28'929'412	2'893
Capital increase 4 September 2024			1'727'509	30'656'921	3'066
Capital increase 5 December 2024			6'582'241	37'239'162	3'724
Balance as at 31 December 2024			37'239'162	37'239'162	3'724

In addition, with the Initial Public Offering ("IPO") on 15 December 2021, the Company has issued 6'666'657 Warrants which may be exercised to subscribe for registered ordinary shares for CHF 11.50. In 2024, all warrants were either exercised, converted (0.361 shares per warrant) or redeemed by the Company (2023: no warrants were exercised, issued or expired).

	Warrants	New shares
Balance as at 31 December 2023	6'666'657
Exercised	(6'546'864)	6'546'864
Converted to shares (0.361 shares per Warrant)	(98'039)	35'377
Redeemed (0.01 CHF per Warrant)	(21'754)
Balance as at 31 December 2024	-	6'582'241

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

A dividend of 0.25 CHF per ordinary share was paid in the reporting period (Previous year: none).

Capital contribution reserves

The capital increase on 4 September 2024 led to an increase of the capital contribution reserve in the amount of CHF 22'627'184.13. The capital increase on 5 December 2024 led to an increase of the capital contribution reserve in the amount of CHF 75'013'094.72. Capital paid in excess of the nominal value, net of issuance stamp duty, was accounted for as statutory capital contribution reserve.

The capital increase on 11 December 2023 led to a contribution of CHF 23'674'103.03 from the publicly offered registered ordinary shares. The capital increase on 13 December 2023 led to a contribution in kind with a value of CHF 27'348'980.00 and the capital increase on 20 December 2023 led to a contribution in kind with a value of CHF 2'931'010.00.

In addition, as approved by the Shareholders Meeting on 11 December 2023, capital contribution reserves not recognized by the tax authorities in the amount of CHF 2'073'050.80 were offset with the accumulated loss.

As at 31 December 2024, the capital contribution reserve amounts to CHF 347'126'505.85. The decision of the tax authorities regarding the acceptance of the increase in the capital contribution reserve made in 2024 is pending as of date of the publication of this report. The Company assumes that these will be accepted.

	TCHF
As at 31 October 2022	204'706
Not recognized by the tax authorities	-2'073
Approved by the tax authorities	202'633
Capital increase 11 December 2023	23'674
Capital increase 13 December 2023	27'349
Capital increase 20 December 2023	2'931
./. Nominal value of the capital increases	-540
./. Stamp duty on the capital increases	-534
As at 31 December 2023 (approved by the tax authorities)	255'513
Distribution to shareholders	-6'982
Contribution from sale of own shares (see below Own Shares)	2'763
Capital increase 4 September 2024	22'627
Capital increase 5 December 2024	75'013
./. Nominal value of the capital increases	-831
./. Stamp duty on the capital increases	-976
As at 31 December 2024	347'127

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

Own shares

As per 31 December 2024, the Company held 250'000 own shares with a nominal value of CHF 0.10 each (31 December 2023: 1'000'000) acquired from the "Right to Resell" before the IBC and not resold (refer also to Note 2. Initial Business Combination). In 2024, 750'000 treasury shares were sold to an external buyer. The profit from this sale was recorded in the Capital contribution reserves.

	Average share price	Quantity	Total
			TCHF
Balance as at 31 October 2022	-	-	-
Acquired (right to resell before IBC)	CHF 10.00	7'059'797	70'598
Sold / Re-issued	CHF 10.00	-6'059'796	60'598
Cancelled	-	-1	-
Balance as at 31 December 2023	CHF 10.00	1'000'000	10'000
Sold / Re-issued	CHF 13.68	-750'000	7'500
Balance as at 31 December 2024	CHF 10.00	250'000	2'500

On 19 December 2023, the Board of Directors approved a grant of 100 equity-settled nonconditional R&S Group Shares to all employees, effective on 31 December 2023, and valued at to the market price on that date of CHF 10.60. The Company will issue the shares to the employees and recharge the costs to the subsidiaries, which booked the expenses and the accrual related to the bonus in financial year 2023. In 2025 the shares granted in 2023 were issued and the employees received 50'700 treasury shares as part of the employee share program.

Capital Band

The Board of Directors is authorized during the period until 28 May 2027 to (a) increase the share capital in one or more steps by a maximum of CHF 405'837.30 to CHF 4'129'753.50 (upper limit) by issuing a maximum of 4'058'373 fully paid-up registered shares with a par value of CHF 0.10 each (as per 28 May 2024, the annual general meeting authorized up to 11'764'706 fully paid-up registered shares and after the capital increases in 2024, as per 5 December 2024, the authorized maximum number decreased to 4'058'373 fully paid-up registered shares.) and (b) to reduce the share capital in one or more steps by a maximum of CHF 317'398.00 to not less than CHF 3'406'518.20 (lower limit) exclusively by cancelling registered shares with a nominal value of CHF 0.10 each. lncreases and decreases in partial amounts are permitted.

Authorized share capital

The authorized share capital expired on 14 December 2023, and accordingly the Company did not have any authorized share capital as of 31 December 2024.

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

Conditional share capital for financing, acquisitions, and other purposes

In accordance with article 2.1.2 of the Company's Articles of Association, the share capital may be increased under the exclusion of the pre-emptive rights of the shareholders by the issuance of up to 5'182'465 fully paid-in registered shares with a nominal value of CHF 0.10 each, up to an amount of CHF 518'246.50, by means of the exercise or mandatory exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted to shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of the Company or any of its subsidiaries (hereinafter collectively the "Financial Instruments").

Significant shareholders

The Company is aware of the following shareholders, who according to article 120f. FMIA (Financial Market Infrastructure Act) held more than 3% of the voting rights (based on the share capital registered in the commercial register) as per 31 December 2024 respectively 2023. The disclosure notices are published on the website of the disclosure office.¹

Direct shareholder	Beneficial owner		Registered shares
		31.12.2024	31.12.2023
CGS III (Jersey) et al., incl. treasury shares	n/a	14.53%	28.12%
Single funds (RoPAS (CH) Institutional Fund – Equities, Switzerland and UBS (CH) Institutional Fund - Small & Mid Cap Equities Switzerland) crossing <3%	UBS Fund Management (Switzerland) AG	9.88%	11.70%
Artemis Beteiligungen I AG	Michael Pieper	9.45%	9.33%
Janus Henderson	Janus Henderson	6.48%	0.00%
Beteiligung Swisscanto (CH) Equity Fund Responsible Small & Mid Caps Switzerland (I) <3%	Swisscanto Fondsleitung AG	5.58%	3.22%
Lock-up 8 members (Kyte management)	Lock-up 8 members (Kyte management)	4.64%	0.00%
Veraison SICAV and Founders (Founders individually <3%)	Veraison SICAV and other Founders (Founders individually <3%)	0.00%	12.20%
LLB Swiss Investment AG	LLB Swiss Investment AG	0.00%	5.43%

¹ https://www.ser-ag.com/de/resources/notifications-market-participants/significant-shareholders.html

4.7 Other operating expenses

Other operating expenses of CHF 691 thousand (previous financial period: CHF 9'341 thousand) mainly include administrative, consulting, legal and audit fees, including costs for capital increases (in the previous period mainly related to the preparation and execution of the IBC).

4.8 Personnel expenses

Personnel expenses reflect the compensation for the Board of Directors (in 2023 fixed compensation for the CFO and CCO until the date of the IBC).

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

4.9 Financial expenses

Financial costs consists mainly of interest expenses on loans to subsidiaries and general bank charges.

4.10 Financial income

Financial income consists mainly of interest income on loans to subsidiaries (in 2023: mainly reflects the net interest income on the escrow accounts).

4.11 Leasing

The Company did not enter in any leasing transactions similar to sales contracts or any other leasing agreements that do not expire or cannot be cancelled within twelve months of the balance sheet date.

5 Other disclosures

5.1 Full-time employees

The Company had fewer than 10 employees in the financial period ended 31 December 2024 (previous financial period: fewer than 10).

5.2 Liabilities to pension funds

As per 31 December 2024, the Company had no outstanding liabilities to pension funds (31 December 2023: none).

5.3 Collaterals for third party liabilities

As per 31 December 2024, the Company is together with its subsidiaries Rauscher & Stoecklin AG, Experience Technology Nominees Ltd. and Kyte Powertech Ltd. jointly guarantor for the syndicated bank loan liability amounting to CHF 160'000 thousand of R&S International Holding AG.

5.4 Contingent liabilities

As per 31 December 2024, the Company did not have outstanding contingent liabilities (31 December 2023: none).

5.5 Related parties

In 2024 no compensation was paid to closely related parties of current members of the Board of Directors. There have been no guarantees provided or received for any related party receivables or payables. There are also no other commitments with related parties. There were no advances or loans granted to members of the management or the Board of Directors.

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

5.6 Shares held by members of management and those charged with governance

The following participations in R&S Group Holding AG were held by the Board of Directors and of the Executive Board including related parties:

		31.12.2024		31.12.2023
Name	Position	Ordinary Shares	Performance shares units (at target)	Ordinary Shares	Warrants
Heinz Kundert	Chair of the Board of Directors	589'076	0	534'706	-
Rolf Lanz	Member of the Board of Directors	210'000	0	200'000	10'000
Andreas Leutenegger	Member of the Board of Directors	459'706	0	514'706	-
Beatrix Natter	Member of the Board of Directors	1'850	0	2'000	-
Gregor Greber	Member of the Board of Directors	238'273	0	718'273	-
Markus Laesser	CEO	66'700	10'000	100'000	-
Matthias Weibel	CFO	85'000	10'000	100'000	-
Total per 31 December		1'650'605	20'000	2'169'685	10'000

For further details on performance share units, please refer to the remuneration report.

5.7 Events after the balance sheet date

No material non-adjusting events after the reporting period occurred between 31 December 2024 and 14 April 2025.

Annual Report 2024

Statutory financial statements of R&S Group Holding AG

Proposed appropriation of capital contribution reserves and carry forward of Accumulated loss

The Board of Directors proposes to the Annual General Meeting to pay a dividend of CHF 0.50 per share (previous year: CHF 0.25 per share) out of the capital contribution reserve (dividend payment gross, excluding 35% Swiss withholding tax) and carry forward the Accumulated loss amounting to CHF 13'135 thousand.

Proposal of the Board of Directors	31.12.2024	31.12.2023
for the carry forward of Accumulated loss
	TCHF	TCHF
Carry forward from prior year	-10'162	-5'601
Net result	-2'973	-6'634
Offset capital contribution reserve	0	2'073
Accumulated losses at end of the year to carry forward	-13'135	-10'162
Proposal of the Board of Directors	31.12.2024	31.12.2023
for the appropriation of capital contribution reserves
	TCHF	TCHF
Carry forward from prior year	248'531	204'706
Capital increase (incl. offset capital contribution reserve in 2023)	98'596	50'807
Capital contribution reserve as the end of the year	347'127	255'513
Proposed dividend payment of CHF 0.50 per share (2023: 0.25 CHF per share)	-18'520	-6'982
Balance after distribution	328'607	248'531

Phone: +41 (0)58 279 6000 Fax: +41 (0)58 279 6600 www.deloitte.ch

Report of the Statutory Auditor

To the General Meeting of R&S GROUP HOLDING AG, FREIENBACH

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of R&S Group Holding AG (the Company), which comprise the balance sheet as at 31 December 2024, the income statement for the year then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements (on pages 102 to 113) comply with Swiss law and the Company's articles of incorporation.

Basis for Opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have 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 financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the standalone financial statements, the remuneration report and our auditor's reports thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, 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.

Phone: +41 (0)58 279 6000 Fax: +41 (0)58 279 6600 www.deloitte.ch

Board of Directors' Responsibilities for the Financial Statements

The Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company'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 Company or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 and SA-CH 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse's website at: https://www.expertsuisse.ch/en/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 financial statements according to the instructions of the Board of Directors.

Based on our audit in accordance with Art. 728a para. 1 item 2 CO, we confirm that the proposals of the Board of Directors comply with Swiss law and the Company's articles of incorporation. We recommend that the financial statements submitted to you be approved.

Deloitte AG

Christophe Aebi Dominik Vögtli Licensed Audit Expert Licensed Audit Expert Auditor in Charge

Zurich, 14 April 2025

Annual Report 2024

Glossary

Glossary

Financial Glossary

Cash flow from operations

Porift/loss of the year less gains/losses on the disposal of fixed assets, changes in noncurrent provisions, inventories, and changes in current assets and liabilities.

Cash flow from financing activities

Cash flow from equity contributions minus payments to owners plus cash flow from raising financial liabilities minus repayments of financial liabilities.

Cash flow from investment activities

Cash flow for investments and loans plus revenue from the disposal of fixed assets.

Operating result (EBIT)

Earnings before non-operating results, interest and taxes.

EBIT Margin

Ratio of EBIT to net sales.

EBITDA

Operating result before amortization and depreciation.

EPS (earnings per share)

Earnings after taxes, divided by the average weighted number of issued shares.

Floating price-clauses

Part of the client contract allowing price adjustments for increasing raw material prices.

Free float

The portion of shares outstanding thare are available for trading by the public, excluding shares held by controlling shareholders, government entities or insiders.

Market capitalization

Share price at balance sheet date multiplied by the total number of shares.

Net sales

Revenue from the sale of products and/or services after sales related deductions.

Order intake

Incoming orders include all binding customer orders received as of the operating date.

Order backlog

Binding customer orders received as of the operating date but not yet delivered. Representing secured future business.

Own shares

Shares acquired and held by the Company to meet the obligations to deliver shares upon exercise of the Warrant, share-based payment plans and to achieve capital reductions.

Warrant

An option entitling the holder to receive Company shares upon exercise during the exercise period. The pre-defined exercise price is subject to certain adjustments.

Annual Report 2024

Glossary

Product Glossary

AC

Alternating Current. An electric current that periodically reverses direction and changes its magnitude continuously with time.

DC

Direct Current. An electric current that flows only in one direction.

Distribution transformers (DT)

Transformer used to step down the voltage for distribution to domestic or commercial users.

kV

Kilo volt: one-thousand-volt. Volt is a unit of electromotive force.

MVA

Mega volt ampere: one-million-voltampere. A unit of measurement of apparent power in an electrical circuit. It is dimensionally equivalent to the watt.

Oil-immersed transformers

Oil used as insulation and cooling material allowing heat dissipation directly to the environment.

Power transformers (PT)

Transformers used to step up or down the voltage for transmission between a power generating station and a sub or distribution station.

Pad Mount Tranformers

A ground-mounted distribution transformer housed in a secured steel cabinted, typically used in underground electrical distribution systems for residential and commercial areas that are open to the public.

Rectifier transformers

Transformers designed to provide power to devices that convert AC to DC.

Cast-resin transformers

Epoxy resin used as insulation and cooling material allowing heat dissipation directly to the environment, usually having a lower temperature rise than oil-immersed transformers.

Step-up / step-down transformers

Transformers capable of changing voltage and electric current.

Switchgear / Switchbaord

An electrical device used to route power from one source to several outputs. It provides control and overcurrent protection.

Single Phase Transformers

Transformers designed to operate on a single phase of AC, typically used for residential and small commcerial power distribution.

Transformers

A device that magnetically moves power from one circuit (input) to a secondary one (output), with circuits operating typically with different voltages and currents.

Shore to ship

Connecting ships to the port's electrical grid, allowing the deactivation of vessels' on board power generation systems.

Wind farms and solar parks

A group of wind turbines or photovoltaic panels used to produce electricity.

Annual Report 2024

Share information

Share information

Share price performance (indexed)

Source: https://ir.the-rsgroup.com/stock-chart

The SPI EXTRA comprises of small- and mid-cap stocks in the Swiss equity market that are not included in the blue chip SMI index.

Listing information

	Share
Stock exchange listing	SIX Swiss Exchange symbol: RSGN
Reuters	RSGN:SW
Security number	110797983
ISIN	CH1107979838

RSGN is included in the following indices as at 31 December 2024: MSCI World Small Cap, SPI ESG TR (SPIT), SPI ® TR (SXGE), SPI EXTRA ® PR (SPIEX), SPI ex SLI ® PR (SXSLIX), Swiss All Share Index PR (SSIRT)

Share information in CHF

	31.12.2024	31.12.2023	Change in %
Closing price at the end of the year	18.65	10.60	75.9
Highest price1	23.70	11.80	100.8
Lowest price1	9.85	9.40	4.8
Market Capitalization at the end of the year (MCHF)2	694.5	306.7	126.4

¹ Share price information before the IBC on 11 December 2023 relates to the VT5 Acquisition Company AG

² based on shares issued

Own shares

	31.12.2024	31.12.2023	Change in %
Shared issued	37'239'162	28'929'412	28.7
Own shares outstanding	-250'000	-1'000'000	-75.0
Shares outstanding	36'989'162	27'929'412	32.4

Annual Report 2024

Forward looking statements

Forward looking statements

This report contains statements that constitute forward-looking statements, including statements of the future financial performance of the Company, its plans and objectives and their anticipated effect on the Company's future business and development, as well as other projections and statements that are forward-looking or contain subjective assessments, regarding the intent, belief or current expectations of the Company. The Company has tried to identify those forward-looking statements by using words such as 'may', 'will', 'would', 'should', 'expect', 'intend', 'estimate', 'anticipate', 'project', 'believe', 'plans', 'predict' and similar expressions. Such statements are made on the basis of assumptions, estimates and expectations which, although the Company believes them to be reasonable at this time, may prove to be erroneous or unfounded in the future, as forward-looking statements are subject to risks and uncertainties that could cause the actual development, results and financial position of the Company to differ materially from the information presented herein. Many of these risks and uncertainties relate to factors that are beyond the company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the performance, security and reliability of the company's information technology systems, political, economic and regulatory changes in the countries in which the company operates or in economic or technological trends or conditions. If one of these risks or uncertainties materialises or if underlying assumptions prove to be incorrect, actual outcomes may vary materially from those indicated in the forward-looking statements. Other than in accordance with the ad-hoc publicity rules of the SIX Swiss Exchange, the Company undertakes no obligation to release publicly any revisions or updates to any forward-looking statements herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to reflect any change in the Company's expectations.

Annual Report 2024

Corporate calendar and contacts

Published information, corporate calendar and contacts

Pulbished informaiton

Published materials of the R&S Group Holding AG are available to the public in electronic form. Subscription to R&S Group Holding AG's news alert for corporate information and ad-hoc publications is possible under https://ir.the-rsgroup.com/stay-informed/.

Corporate calendar

14 May 2025	Annual General Meeting
29 July 2025	Trading update half-year sales
11 September 2025	Semi-annual report 2025

The corporate callender is available under https://ir.the-rsgroup.com/financial-calendar .

Contacts

R&S Group Holding AG

Zentrum Staldenbach 3 CH - 8808 Pfäffikon SZ Switzerland investors@the-rsgroup.com

Investor and Media Relations

Doris Rudischhauser T: +41 (0) 79 410 81 88 doris.rudischhauser@the-rsgroup.com

Further information

Our website provides further information on R&S Group Holding AG, including share price data, media releases, historical annual reports and an events calendar: www.the-rsgroup.com

Publisher

R&S Group Holding AG Zentrum Staldenbach 3, CH-8808 Pfäffikon SZ, Switzerland

https://www.the-rsgroup.com

This full-year report is published in English only