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VT5 Acquisition Company AG

Investor Presentation Sep 18, 2025

1033_rns_2025-09-18_099a62e6-7a9e-4f73-b12f-575a9db7ca7f.pdf

Investor Presentation

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R&S Group Investor Presentation

September 2025

This presentation contains certain forward-looking statements. Such forward-looking statements reflect the current views of management and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements of the Group to differ materially from those expressed or implied herein. Although R&S Group is convinced that the forward-looking statements are based on reasonable assumptions, R&S Group cannot guarantee that these expectations will be realized.

Should such risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this presentation.

R&S Group is providing the information in this presentation as of this date and does not undertake any obligation to update any forward-looking statements contained in it as a result of new information, future events or otherwise.

Company representatives

Eduardo Terzi Group CEO

Matthias P. Weibel Group CFO

Doris Rudischhauser Investor Relations Officer

Table of contents 4

1 Introduction Market and R&S Group's position within

Key highlights and financial results H1 2025 2

Outlook for H2 2025 3

Q&A 4

Introduction market and R&S Group's position within

Weekly edition The world in brief War in the Middle East War in Ukraine United States The world economy Business

Business | Unplugged

How big tech plans to feed AI's voracious appetite for power

As data centres get more energy-hungry, the hyperscalers get more creative

PHOTOGRAPH: DUSTIN CHAMBERS/NEW YORK TIMES/REDUX/EYEVINE

Excerpt from the Economist, 28 July 2025:

"The scarcity of chips and datacentre hardware, including transformers and switching equipment, has led to sharply increased prices and extended delays."

6

Secular tailwinds ...

Continued expansion of installed power generation capacity (GW) per region

...combined with massive replacement requirements

Ageing grid infrastructure demanding replacement: Failure rate of transformers (%)

Sources: Reuters, WHO, IEA, World Economics, S&P, Consultancy analysis

  • Business driven by strong mega trends for expanded electrification, except temporary slowdown in electrical vehicle.
  • Underlying trends still alive for utility.
  • Growth potential with more focus on utility business, mainly in Germany, already at 13% of sales.

Introduction ¦ Market and products The transformer market is at an inflection point for growth

The expansion of the electricity grid substitution is critical in the substitution by electrical energy. Transformers are essential in electricity transmission & distribution. In developed countries, the required transformer capacity is ~3x higher than power generation capacity.

Grid levels (source: swissgrid)

extra-high-voltage level high-voltage level medium-voltage level low-voltage level

Stages 2, 4 and 6 are transformer levels. They transform the electricity to the next level down (or up, if necessary).

Products:

Power Transformers (PT) up to 120 MVA

Distribution Transformers (DT) up to 20 MVA

Distribution Transformers Oil-immersed (ODT) and Cast Resin (CRT) up to 2.5 MVA and 10 MVA

Single-phase Transformers up to 100 kVA

Sophisticated production process ensuring premium quality and setting high entry barriers for competitors

✓ Product testing at each manufacturing facility as well as in specific assembly and testing facilities to ensure compliance with regulations and international standards

  • ✓ Ensuring highest quality and certification standards of the transformers
  • ✓ No need for a 3rd party testing provider to allow ownership of testing process and premium quality
  • ✓ Labor intensive process, creating high barriers to entry for new entrants given need for highly skilled employees to process the testing

Introduction ¦ R&S Group Footprint, expanded product portfolio and skills set

R&S secondary market R&S core market Kyte secondary market Kyte core market Footprint covering key countries in Western / Central Europe

Product portfolio – key products

Human Resources: Number of employees

Engineering and R&D: Combined design library > 20,000 designs

  • Middle East

Introduction ¦ R&S Group Strategy 12 Strategic pillars – portfolio management and M&A as integral parts

Key highlights H1 2025

Key highlights H1 2025 H1 2025 at a glance

Strong topline development; High order backlog supporting year-end outlook

  • Good demand in core markets of Switzerland, Italy, Poland and Ireland/UK.
  • Continuous development in new markets such as Germany, the Nordics, the Baltics and France.
  • Germany at 13% of sales (6% in prior year).
  • Start of recovery of German and Polish construction sectors.
  • R&S has no sales exposure to the US.
  • High order backlog of CHF 305.7 million.

1incl. Middle East

Key highlights H1 2025 Ongoing progress on Kyte Powertech

Progress on Kyte

Powertech

  • Formal integration successfully concluded.
  • Integration of operational functions like manufacturing and quality to be deployed further.
  • Productivity in operations in focus.
  • Pursuit of up- and cross-selling initiatives across markets and customers.

Key highlights H1 2025 Capacity expansion and ramp-up Bochnia delayed

Capacity expansion and ramp-up Bochnia

  • Official inauguration 3 April 2025 with customers and local representatives.
  • Ramp-up and output plan of 10,000 sqm state-of-the art facility. Build-up of working capital.
  • Delays in ramp-up due to late machine deliveries and workforce development.
  • Impact on sales and order intake.
  • ISO 9001 certification already received, certification for key customers ongoing.

H1 2025 financial results Key figures*) as per 30 June 2025

*) Including Kyte Powertech for the full first half of 2025

H1 2025 financial results All product groups with continuing positive order intake

  • ◼ Continuous high monthly order intake from key markets (CH, GER, IT)
  • ◼ Delays in the ramp-up of the new plant near Bochnia, resulting in a negative impact on order intake and sales of ~CHF 12 million in 2025
  • ◼ Book-to-bill at 1.2 in H1 2025
  • ◼ High backlog for Power Transformers until Q2/2027, adequate backlog for Oil Distribution- and Cast Resin Transformers.
HY 2025
reported
HY 2024
reported
HY 2024
adjusted
Change in
reported
figures
MCHF MCHF MCHF in%
Order intake 244.8 141.0 141.0 73.6%
Order backlog 305.7 218.2 218.2 40.1%
Net sales 206.3 1099 1099 87.7%
Operating result (EBIT) 40.2 24.0 25.5 1 67.5%
as % of net sales 19.5% 21.8% 23.2%
Profit after tax 28.8 12.1 17.3 1,2 138.0%
Free Cash Flow 5.2 ર્સ્ડ 7.5 ² -5.5%
Earnings per share in CHF 3 0.77 0.42 0.60 83.3%
Net financial debt 4 104.0 -- 1 -- 1 n/a
Year-end Number of full-time equivalents 1,285 ર્ભ્ડર્ ર્ભરેસ 102.4%

1 Excluding M&A costs of 1.5 MCHF

2 Excluding subsequent tax payments in Italy of 3.7 MCHF (cash impact of 2 MCHF for H1 2024)

3 Basic Earnings per share computed by dividing Profit after tax by the weighted average number of shares in 2025).

4 Defined as (inferest-bearing) short- and long-ferm liabilities less cash and equivalents. Excess cash in the prior year numbers.

H1 2025 financial results Share price performance YTD and shareholder structure

Comments

  • Share price development +2111 since listing
  • Market capitalization CHF 1,156 million +300%2 since listing
  • Number of shares outstanding: 37.2 million

1) Calculated based on closing prices.

  • 2) Based on number of shares outstanding at listing and as of 17 September 2025, incl. conversion of redeemable warrants.
  • 3) Free float according to definition of SIX Index Division excludes Artemis
  • 4) Significant shareholders >3% with percentage as filed with SER Disclosure Office.

Free float of 90.5%

Number of shareholders: 2,103

Significant shareholders4

  • Artemis Beteiligungen AG
  • UBS Fund Management (Switzerland) AG
  • The Capital Group Companies

9.5%

9.9%

8.0%

5.1%

4.6%

5.0%

3.6%

3.1% 3.2%

4.4%

Others 17.6%

Not registered 24.9%

  • Janus Henderson
  • Lock-up 8 members (Kyte management)
  • Swisscanto Fondsleitung AG
  • BlackRock
  • J.P. Morgan Chase
  • Columbia Threadneedle Investment Not registered Nominees

Outlook for H2 2025

"Strategy only works when it meets strong and disciplined day-to-day execution. This is how we drive customer trust and profitable growth."

Positive People: dedicated, professional,
passionate
Markets:
Addressing megatrends, good
market positions, customer proximity
aspects Business model: excellent technology, people and
material intensive, focus on cash conversion
Strategy:
current successful strategy needs to
be sharpened -> integrated company

Improvement potential

Go-to market: customer and market focus, value propositions/share of wallet

Operations: operational and technological excellence, process optimization

Procurement: bundling, renegotiation, development of new suppliers

Culture: performance orientation, talent development, competence management

Outlook Focus topics for H2 2025

  • Continue on positive business momentum based on current backlog and good market demand
  • Further drive Operational Excellence in all the plants (process and cost optimizations), esp. @Kyte.
  • Ramp-up Bochnia (throughput and output) without compromising quality.
  • Progress on the new greenfield plant for power transformers
  • Focus on working capital and cash conversion

Er st el lt durch Vorl age nba ue r. ch

H2 2025

Outlook Plant expansion power transformers on track

New plant in Lodz:

  • Greenfield factory for power transformers
  • Start of operations planned for Q4 2026
  • Doubling output

Q&A

Thank you for your attention.

We are now happy to answer your questions.

Financial Calendar

Full-year 2025 results 8 April 2026 Annual General Meeting 7 May 2026

Analyst Coverage

Contact

Investor and Media Relations Doris Rudischhauser Phone: +41 79 410 81 88 Email: [email protected]

Appendix

Outlook Guidance: R&S to deliver profitable growth on a sustainable basis

outlook*)
Mid-term
Commentary
Netsales
growth
Confirmed
Mid-term outlook organic growth over the cycle.

Continuing global electrification demand,
10%-13% p.a. decarbonization, decentralization and aged grids.

Increased importance of sales mix and currencies due
to integration of Kyte.
EBIT
margin
Confirmed
Resilient gross profit margin profile.
Around 20%
of net sales

Economies of scale from continued net sales growth.

Operational excellence supporting margin expansion.

Good cost discipline at all plants.
Confirmed
Free
cash
flow margin
10%-12% of
net sales

FCF equals cash flow from operating activities minus cash flow
from investing activities.

Mid-term lower as investment waves increase.

Strong focus on cash conversion.
Dividend policy
and
leverage
Confirmed
Stable dividend for FY2024 to FY2026, thereafter accelerated.
CHF 0.50
per share

Mid-term target below 1.0x Net Debt / LTM EBITDA.

Excess cash to be returned to shareholders.

Our path to sustainability - ESG Roadmap (2025–2027)

Sustainability

A
B
C
D
E
F
G
H

Net sales

A

B

B

continuing positive development in the German market (13% of total Net sales vs. 6% in H1 2024 prior year)

Material costs

stable material prices with good availability of key materials; materials ratio slightly lower at 55% compared to 56% in the previous year

Value added (Gross Margin)

  • decrease due to the acquisition of Kyte (portfolio effect) and more deliveries in the first half of the year (esp. Poland and Germany) and therefore lower WIP and semi-/finished goods
  • C Personnel costsincrease is attributable to higher number of employees due to the ramp-up of new plant in Bochnia and already started stuffing for new plant in Łódź (already 20 FTE). While absolute costs have increased, costs relative to Net sales remained stable at 18%.
  • D Operating expenses decrease relative to Net sales, even though increase in absolute terms due to the acquisition of Kyte (higher maintenance costs and operational costs)
  • E Other operating expenses included in 2024 additional consultancy costs of CHF 1.5 million related to strategic projects

F Depreciation, amortisation

higher due to the assets' capitalization as part of the PPA adjustments of Kyte (property and software).

  • G Financial result increase is attributable to more interest expenses related to the syndicated loan for the acquisition of Kyte
  • Tax expenses lower due to a subsequent tax payment in Italy in the previous year (CHF 3.7 million) H

H1 2025 financial results Consolidated Balance Sheet as per 30 June 2025

A
B
C
D
  • Decrease of cash due to higher dividend payout of the capital contribution reserve and amortisation of syndicated loan (CHF 12.5 million) A
  • B Decrease is mainly attributable to the waiver of a long-term guarantee deposits in 2025
  • Increase is reflecting higher business volumes and the build-up of the base stock in the new plant in Bochnia C
  • Tangible assets growth reflects investments in the new plant near Bochnia (PL), in new machines across the group D
A
A

H1 2025 financial results Consolidated Cash Flow Statement as per 30 June 2025

A
B
C
D
E
E
  • A Less accruals for customer claims (risk provisioning for penalties and onerous contracts)
  • B Repayment of long-term guarantee deposits following the waiver of the contracts in January 2025
  • C Higher inventories and accounts receivables due to higher business volumes, ramp up of new plant near Bochnia.

Overall increase in accounts payable balances also a result of increased operations, but also due to better management of payables and more favorable supplier payment terms.

  • D Main cash capital expenditures for new plant near Bochnia and new greenfield for Power transformers in Łódź.
  • E High financing cash outflows due to dividend payout out of the capital contribution reserve and partial repayment of syndicated bank loan, which was raised in connection with last year's acquisition of Kyte

Er st el lt durch Vorl age nba ue r. ch

previous HY 2024: «old» R&S group without acquired Kyte Powertech Ltd.

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