VOLTATRON®
MORE THAN A SOLUTION

Annual Report 2025

Key Financial Figures for Fiscal Year 2025

In €'000 or as indicated	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024	Change
Revenue & Earnings (Group)
Revenue	24,298	5,623	332.12 %
EBITDA	2,976	-3,101	n/a
EBITDA (adjusted)1	3,672	-3,101	n/a
EBT	-739	-4,068	81.83 %
EBT (adjusted)1	2,270	-4,068	n/a
Revenue & Earnings (Continuing Operations)
Revenue	22,913	-	n/a
Operating Gross Profit	9,362	-	n/a
Operating Gross Profit Margin	40.86 %	n/a	n/a
EBITDA	1,131	-1,366	n/a
EBITDA margin	4.93 %	n/a	n/a
EBITDA (adjusted)1	1,826	n/a	n/a
EBITDA-Marge (adjusted)1	7.97 %	n/a	n/a
EBT	-2,509	-1,477	-69.85 %
EBT margin	-10.95 %	n/a	n/a
EBT (adjusted)1	499	n/a	n/a
EBT margin (adjusted)1	2.18 %	n/a	n/a
Revenue & Earnings (Discontinued Operations)
Revenue	1,386	5,623	-75.36%
EBITDA	1,845	-1,735	n/a
EBT	1,770	-2,591	168.34%
Cash Flow (Continuing Operations)
Cash Flow from Operating Activities	2,444	-1,621	n/a
Investments (CAPEX)1	698	45	1462.55 %
Free Cashflow4	1,746	-1,577	n/a
In €'000 or as indicated	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024	Change
Balance Sheet (Group)
Total Assets	48,124	5,700	741.31 %
Equity	3,015	-2,960	n/a
Equity Ratio	6.26 %	-51.74 %	n/a
Economic equity5	41,872	n/a	n/a
Debt ratio6	13.35	-2.40	n/a
Debt ratio (adjusted)7	0.46	-0.09	n/a
Share
XETRA closing price in €	4.23	1.01	318.81%
Number of shares outstanding (units)	22,387,297	21,063,073	1,324,224
Market capitalization in € million	94,698	21,274	73,424
Earnings per share based on consolidated net income	0.10	-0.20	n/a
Earnings per share based on net income from continuing operations	0.01	-0.20	n/a
Human Resources
Employees	145	23	530.43%
Average number of FTEs per year8	112	26	331.53%

1 Adjusted for effects on earnings arising from purchase price allocations
2 Adjusted for amortization effects related to purchase price allocations
3 Investments (CAPEX) = Investments in property, plant, and equipment and investments in intangible assets
4 Free cash flow = cash flow from operating activities minus CAPEX investments
5 Economic equity = Balance sheet equity plus subordinated loans granted
6 Debt ratio = Ratio of interest-bearing liabilities to equity
7 Debt-to-equity ratio, including equity-like liabilities to related parties
8 FTE = Full Time Equivalent

Annual Report 2025

Company Profile

What Sets Voltatron Apart

Voltatron was founded on the conviction that industrial electronics must be far more than just a functional solution. In a world that is becoming increasingly electrified, connected, and technologically complex, we need partners who take responsibility – for quality, for reliability, and for the entire lifecycle of technological systems.

What drives us is the conviction that electronics are generally at the heart of today's applications. Electronics must function reliably so that the entire system remains operational.

We combine technological depth with operational excellence and view electronics not as an isolated service, but as an integral part of a sustainable value chain: for our customers, for their products, and for the markets in which they operate.

We see ourselves as an industrial enabler. We create structures in which specialized companies pool their strengths and together achieve more than any could have on its own. In doing so, we deliberately focus on depth rather than breadth: on vertical integration, short decision-making paths, high manufacturing expertise, and a deep understanding of the requirements of demanding industries – from medical technology and energy and storage solutions to industrial mobility and automation.

We successfully guide products from the initial concept through to series production.

Tabel of Contents

Letter from the Management Board...5
Report of the Supervisory Board...20
Investor Relations...25
Corporate Governance...32
Remuneration Report...33
Corporate Governance Statement pursuant to Section 315d
in Conjunction with Section 289f (1) of the German Commercial Code (HGB)...41
Declaration of Compliance of Voltatron AG
with the German Corporate Governance Code...48
Combined Management Report...53
Fundamentals of the Group...54
Economic Report...66
Net Assets, Financial Position, and Earnings...70
Opportunities and Risks Report...79
Forecast...106
Disclosures under takeover law pursuant to
Sections 289a (1) and 315a (1) of the German Commercial Code...111
Statement on Dependency Reporting pursuant to
Section 312(3) of the German Stock Corporation Act...113
Supplementary Statement...113
Consolidated Financial Statements...116
Consolidated Income Statement...117
Consolidated Balance Sheet...118
Consolidated Cash Flow Statement...119
Consolidated Statement of Changes in Equity...120
Notes to the Consolidated Financial Statements...121
Declaration by the Legal Representatives...173
Independent Auditor's Report...175
Financial Calendar...184
Imprint...186

Annual Report 2025

Letter from the Management Board

Dear Shareholders,
Ladies and Gentlemen,

2025 was the year in which Voltatron did not merely announce a turnaround, but actually implemented it. We have consistently streamlined the portfolio, realigned the Group, and built a sustainable operational platform in a short period of time. The results are measurable: Group revenue rose by 332% to €24.3 million. Consolidated EBITDA reached €3.0 million, compared to a loss of €3.1 million in the previous year. We have thus put an end to the Group's loss-ridden past. Last year, Voltatron achieved a turnaround in its financial performance.

Today, we are clearly positioned. Our focus remains firmly on solutions in the electronics sector. These include, in particular, battery systems and energy storage. However, we now also provide our EMS services to customers in the fields of medical technology, industry and automation, IoT and displays, as well as entertainment and events. We have thus established an integrated EMS platform that covers the entire value chain through our specialized subsidiaries. This ranges from component procurement and inventory management to PCB assembly and manufacturing, all the way through to comprehensive testing and logistics services. We support our customers right from the development and industrialization phase - in other words, from the very beginning. Our goal is to bring complex electronics to series production reliably, scalably, and with high quality for our customers in Germany and beyond.

The path to this goal involved making clear decisions. 2025 was not only a year of growth, but also one of consistent focus. We divested business activities that no longer aligned with our strategic direction. In addition, we systematically eliminated sources of loss. At the same time, we laid the foundation for our buy-and-build approach with the acquisitions of EKM and GMS. The Voltatronics segment forms the operational core of the Group. A past with an unclear outlook has given way to a focused growth story with clearly defined application areas.

This new structure is paying off operationally. In the continuing operations, we generated revenue of €22.9 million, a gross margin of 40.9%, and EBITDA of €1.1 million in fiscal year 2025. Adjusted for the effects of purchase price allocations, the EBITDA margin amounts to 8%, and the EBT margin to 2.2%. This demonstrates the Group's fundamental earnings power already in the first year following our strategic realignment. One consequence of our M&A strategy is that the associated purchase price allocations result in non-cash effects on earnings. These distort the actual operating performance. We have therefore included supplementary adjusted metrics in our guidance.

The 2025 fiscal year also marks a turning point in terms of capital structure. Following the strained balance sheet situation in previous years, Voltatron once again has positive equity as of December 31, 2025. We owe this primarily to the positive economic development as well as the capital increase through non-cash contributions carried out in the reporting year as part of the GMS acquisition.

Including the subordinated loans granted to finance growth, Voltatron now has economic equity of more than €40 million. The Group's financial and liquidity structure has been significantly strengthened. This gives us the necessary entrepreneurial leeway for further strategic development and the realization of the next steps in our growth.

We completed the first phase of our expansion for the current fiscal year back in early January. With the acquisition of KOMITEC electronics GmbH, we are scaling up our EMS production capacity. In one fell swoop, we are creating a high-performance production cluster in Zwönitz, where KOMITEC and EKM operate their production facilities in close proximity to one another. Through additional development and production capacities, a production area that has more than doubled, and our first overseas location, we have significantly strengthened our delivery and service capabilities. We are

Annual Report 2025

creating redundancies and, in addition to increasing the depth of value creation, are gaining flexibility in particular. Furthermore, with KOMITEC, we are broadening our customer base and thereby supporting the strategic goal of revenue diversification. Against the backdrop of high market dynamics and economic conditions, strengthening the resilience of our revenue structure is a very high priority.

We will continue to operate in a challenging economic environment in fiscal year 2026. However, our forecast announced on January 8 as part of the press release regarding the KOMITEC acquisition remains the target for our short-term operational development. For fiscal year 2026, we expect consolidated revenue of between €47 million and €51 million. We plan for the operating gross margin to be in the range of 37% to 44%, and the EBITDA margin between 7% and 10%. The EBT margin under IFRS will be around -2% due to PPA-related amortization; adjusted for effects from purchase price allocations, we expect an EBT margin between 3% and 4%. With this differentiated presentation of performance indicators, we clearly demonstrate how our operational performance is developing within the framework of our ongoing buy-and-build strategy.

Last year, Voltatron not only completed acquisitions but also further developed its structures and processes. We are determined to continue on this path. The focus is on consistently aligning the Group with the next steps in its development – including in terms of a clear platform strategy. This includes targeted measures to deepen value creation, expand our service portfolio, and further scale the business. The market for EMS services remains highly fragmented and offers attractive opportunities, so acquisitions will continue to be a central component of our strategy in the future.

At the same time, we remain firmly focused on our organic growth: In the current fiscal year, we are making targeted investments in expanding our resources. In this way, we aim to gain additional market share in our home market of Germany and beyond in our core application areas.

We would like to extend a special thank you to our employees, who are shaping this journey and

walking alongside us. The Group experienced strong growth in 2025, while at the same time succeeding in bringing stability to the organization and creating sustainable structures. This is a testament to our strong shared vision. We would also like to thank our customers, our shareholders, and our business partners for their trust and support during a year of further development and profound change.

2025 will remain in our memory. The year proved that Voltatron can deliver. With a clear strategy, a strengthened balance sheet, and growing operational strength, we are approaching the next chapters with determination.

The Management Board of Voltatron AG

Martin Hartmann

Florian Seitz

Annual Report 2025

2025 was a year of setting the course for Voltatron - now all that matters is looking ahead. We have a clear vision for our development in 2026. Voltatron is capable, focused, and ready for the next steps in our growth strategy.

Martin Hartmann, CEO

Extensive experience in strategic development and the management of fast-growing companies

Chairman of the Management Board (CEO) since February 10, 2025

Responsible for strategy, M&A, sales, IT and digitalization, marketing & brand management, corporate communications, investor relations, and human resources

Career:

Managing Director of a network of regional sales and service companies
Managing Director of Triathlon Group
COO of Sunlight Group
Member of the Management Board of Voltatron AG since February 2025

Vorstellung des Vorstands

Proven track record in building agile, highly professional structures

Member of the Management Board (CFO) since February 10, 2025

Responsible for Accounting and Tax, Controlling, Investment Controlling, Treasury and Corporate Finance, Legal and Compliance, Risk Management, ESG

Career:

Group Controlling at Schlott Group (SDAX)
Managing Director and Commercial Director at Frankensolar
Consultant for Organizational Development at Munkert & Partner
Member of the Management Board and Head of Finance at Triathlon Group
Sunlight Group – Director of Finance, Triathlon Group
Member of the Management Board of Voltatron AG since February 2025

The New Voltatron

New Name, New Identity

With the rebranding to Voltatron AG, we have given our company a new outward form – and thereby made visible what defines us today.

Voltatron stands for a sharpened self-image and a clear mission in the industrial electronics market. Under one strong umbrella, we combine technological expertise, entrepreneurial drive, and operational excellence across the entire value chain.

The new name reflects this vision: precise, focused, and forward-looking. It creates clarity – for our customers, partners, and the capital market – and forms the foundation for a consistent, credible brand presence.

NORTHWASH UNION

A new identity.
A clear vision.

Identity

The new name Voltatron connects the company's history with its new strategic and sustainable long-term direction. With this naming, the company does not place itself at the center, but rather emphasizes a broad, holistic approach to its current and future service and product portfolio. Voltatron stands for technological substance, reliability, and the ambition to define electronics as a central component of numerous industrial applications.

Design & Visual Identity

Our revamped brand identity reflects this vision. A minimalist design, precise typography, a clear, fresh color palette, and a calm, focused visual language characterize the new look. The alpine imagery symbolizes foresight, stability, and sustainable progress. Voltatron reflects on its role as the connecting element of a group of units and companies that together create something great.

Philosophy

"More than a Solution" sums up our self-image. It's not just about functional solutions, but about responsibility, partnership, and the synergy of expertise that creates long-term value. We convey this through both our design and our language. Voltatron faces the challenge of building trust and convincing through performance.

Interview with Markus Gebhart

Markus Gebhart, Head of the Voltatronics Segment and Managing Director of GMS Electronic Vertriebs GmbH

Mr. Gebhart, if you had to describe yourself in three words, what would they be?

Supportive. Solution-oriented. Motivating.

I'm someone who always tries to help people – especially our customers. I've always been passionate about electronics and am committed to making things work. And in the end, despite all the professionalism, one thing mustn't be missing: the joy of what we do. Those who make a genuine effort create real value – and customers can sense that, too.

Your Palatinate roots are unmistakable. You built GMS from there and developed it into a provider with a national and international footprint. Would that have been conceivable for you at a different location?

Honestly: no. I've never compromised my principles and have always been someone you can approach without any fuss – whether in Jockgrim, at international trade shows, or within close partnerships. That's why we've also formed a

great team with EKM in the past. In the Palatinate, they say: "There's always room for one more at a round table." We live by that attitude.

We are open, direct, and fair with our customers. And that is exactly what builds trust. In my view, a distant, purely business-like relationship doesn't get you very far.

And quite pragmatically: Jockgrim is an excellent location. We're close to Stuttgart, the Frankfurt metropolitan area, and right on the French border. In my view, it's the perfect place to live and supply our customers with electronics.

Why electronics, of all things? How did your journey into the industry begin?

Actually, through music. I started DJing at birthday parties early on – using my dad's old record player and cassettes. The older folks probably still remember that (laughs). At the same time, I was fascinated by lighting.

Back then, with very little money, I bought simple controllers for a light organ, installed them, and kept expanding the setup. It got to the point where the fuses at home kept blowing – learning by doing in the truest sense.

That's how I gradually got into electronics. And at some point, someone told me, "You're so passionate about sales, you could sell a refrigerator to an Eskimo." That might be an exaggeration – but one thing is important to me: I would never sell anything I don't stand behind 100 percent.

In your view, what were the key success factors for the development of GMS?

We've always been extremely lean and focused on what matters most: the work. All that "frills" or making yourself out to be bigger than you are – that was never my thing.

I was often asked why I didn't have an assistant. My answer was always: Rather than spend time explaining, I'd rather just do it myself.

But our business model was also a crucial factor. Our project managers didn't just manage and sell projects; they also sourced the necessary components themselves. This gave us full transparency regarding purchase and sales prices at all times – and allowed us to offer our customers very competitive terms.

GMS Your Solution For Electronics

Did you consciously go against prevailing market trends with this approach?

Yes, absolutely. When I took over the company in 2000, we were initially a traditional component distributor. I was constantly on the road, visiting customers – and if the hotel was too expensive, I'd even sleep in my car. My goal was to explain the GMS approach to our customers and convince them that our approach was the right one. Many of them have remained loyal to us to this day.

We may be a small operation, but that doesn't mean we aren't evolving. On the contrary: we monitor trends very closely, but we also scrutinize them critically. What matters most to us is always what truly helps our customers – not what's currently "in."

What are you particularly proud of when you look at GMS?

The trust we've earned. To our customers, we're not just another supplier, but a relevant partner. We've made a name for ourselves as specialists – and for a company of our size, that's anything but a given.

What motivated you to join the "Voltatron Project" with GMS?

We've been on the radar of larger companies looking to acquire us on several occasions. But I never felt that our philosophy could truly take root there or add real value.

With Voltatron, it was different. My conversations with Martin Hartmann quickly showed me that we share a similar mindset and motivation. On top of that, GMS and EKM had already worked well together in the past.

It became clear to me very early on that something meaningful could emerge here – genuine collaboration with a shared focus, not just synergies on paper. And I've always relied heavily on my first impression. That approach has rarely let me down in the past.

By converting your GMS shares into Voltatron shares, you are now a major shareholder in the company – and at the same time share responsibility for its success. Does that change your perspective on the work?

Not fundamentally. Of course, we're more in the public eye today, and that brings with it a different perception.

But internally, we know very well that we're on the right track. And if you look at the stock's performance, the market also seems to recognize that we're moving forward again.

We're still in the early stages. What matters now is that we stay the course and build a stable foundation for future growth.

What strengths can the Voltatron Group particularly leverage right now?

We're currently growing together – and that's exactly where a major opportunity lies. Three companies are contributing their respective strengths and learning from one another. With every step, we gain market power. As a group, we have a significantly stronger negotiating position – whether it comes to purchase prices or issues like delivery times.

We remain collaborative, but we can now represent our interests much more clearly.

Where do you see concrete synergies – today and in the future?

A major advantage is that we'll be able to offer our customers significantly more from a single source in the future – whenever it makes sense.

In the past, it was often the case that we were selected for demanding projects that required special proximity or high procurement expertise. But when it came to international projects, for example, we had to pass.

Today, things are different. We can draw on high-performance production sites in Germany and, if necessary, on capacities in Eastern Europe as well. This allows us to support projects in a completely different way – and to confidently take on larger orders.

What will be the key factor determining Voltatron’s success in the coming years?

Ultimately, a lot depends on how well we can truly leverage our strengths. We now have in-house expertise that we used to have to source externally – that’s a real advantage. But that only works if we don’t work in silos.

On top of that: Voltatron is perceived very differently in the market today than it was a while back. This increased visibility is both an opportunity and an obligation. We have to deliver – and consistently.

What does Voltatron need to do better than other market players?

Under no circumstances must we fall into the typical “size trap.” You see it often: companies grow, make acquisitions – and suddenly everything slows down, becomes more complicated, and more cumbersome.

That is exactly what must not happen to us. We must stay true to our conviction to make quick decisions, act pragmatically, and stay close to our customers. When a customer calls today, they don’t want to go through three layers of management – they want a solution.

And I believe that’s exactly where our advantage lies: We now combine the capabilities of a larger group with the mindset of a mid-sized company. If we maintain that, we’ll be one step ahead of many others.

What does the “Voltatron Project” mean to you personally?

To be completely honest: It’s really given the whole thing a new boost. At some point, I’d imagined that I’d take it a bit easier after 60 – maybe not quite as many appointments, a little more time for other things.

And then Voltatron comes along – and suddenly there’s that sense of excitement again. New topics, new possibilities, new momentum. 2025 was anything but boring, and I feel like we’re just scratching the surface.

I take a laid-back approach: as long as it’s fun, the topics remain exciting, and you feel like you’re really making a difference, there’s no reason to slow down.

Or to put it another way: I can always slow down later – right now, it would just be a shame to do so.

State-of-the-art production

...what does that actually mean?

Manufacturing according to modern standards is often taken for granted today. But especially when it comes to producing electronic components and assemblies precisely to customer specifications, it's worth taking a closer look at what lies behind the scenes. Because here, quality isn't determined by the surface, but by the inner workings of an assembly - where processes must function flawlessly even when no one is watching.

"Terms like 'state-of-the-art' are thrown around too easily," says David Franke, Managing Director of EKM Elektronik GmbH. "Modern - or, to put it more precisely, state-of-the-art - means that we have mastered our processes to the point where quality is reproducible - not a matter of chance." This approach defines EKM's range of services and is part of the quality commitment within the Voltatron Group.

In the global EMS landscape, providers with a wide variety of approaches compete against one another. Factors such as wage levels, proximity to procurement sources, or the degree of automation determine who has the advantage or loses competitiveness. The traditional regional differences in price levels between developed economies and Asia are perhaps more pronounced than ever. But this is not the case when it comes to quality standards. "Especially for demanding applications, price is often not the only criterion," explains David Franke. "Our customers choose us because they know that their assembly will ultimately function exactly as required - even under stress, for years to come." Especially in power electronics, industrial, and demanding embedded applications, reliability is often determined by the solder joint: heat dissipation, electrical stability, and service life depend directly on its quality.

Vacuum vapor-phase soldering: Technology that makes a difference

In fiscal year 2025, EKM invested in precisely this kind of quality factor. With the acquisition of a vapor-phase brazing system featuring multi-vacuum technology, the company is relying on a process that is primarily used in industry where high demands are placed on brazing quality. In vapor-phase brazing, heating occurs not through convection but through the condensation of an inert medium (Galden). The maximum temperature is physically limited - components cannot overheat. The decisive step follows after the solder melts: the targeted vacuum process. "In the vacuum, gases and residues are drawn out of the solder joint," explains David Franke. "Reducing these gases, also known as voids, makes all the difference in power components and high-frequency applications."

The process results in more homogeneous solder joints and improves the thermal connection of the components. For power electronics, this means: better heat dissipation, high joint quality, and a longer service life for the entire assembly.

In the vapor-phase soldering oven, the assembly to be soldered is placed in the vapor of a special heat transfer medium.

Trust is built through verification: 3D X-ray and CT analyses

However, even the best possible soldering technology remains an assumption if it is not checked and verified. That is why EKM consistently relies on X-ray inspection, which also includes high-resolution 3D and CT analyses (laminography).

these methods provide a non-destructive view into the interior of the assembly. This enables not only high-resolution images of hidden solder joints and three-dimensional layer views of individual connection planes, but also precise analyses of void content.

"With 3D X-ray and CT technology, we don't just see whether a solder joint is present," says Franke. "We see how good it is - and why." Especially with complex, densely populated assemblies, optical inspection methods naturally reach their limits. Laminography allows us to selectively analyze individual layers and detect even the finest irregularities.

The added value for customers: peace of mind before things get critical

For customers, this approach means one thing above all: additional safeguards in the manufacturing process. With the help of quality assurance methods, defects can be detected directly before the assembly fails in the field. The high standards for the finished products ensure that processes run stably and reproducibly.

At EKM, X-ray is not only viewed as a quality control tool but also as a tool for process optimization: findings are directly incorporated into the definition of soldering parameters, paste application, and profiling.

Ultimately, the attribute "state-of-the-art" is not a matter of individual machines – but a matter of conviction. "You have to be willing to invest in quality, even if it isn't always immediately visible," says David Franke. "For us, this isn't a cost factor, but part of our responsibility to our customers." With vacuum vapor-phase soldering, high-resolution 3D and CT X-ray inspection, and a clear focus on quality, EKM positions itself as an EMS provider whose manufacturing approach is strongly oriented toward process understanding, traceability, and quality assurance. Or, as David Franke puts it: "For us, state-of-the-art means we leave nothing to chance."

What drives us?

Voltatron is guided by a clear mission and a long-term vision. These reflect our commitment to actively creating value-driven by shared values that provide direction across the company and foster reliability.

Our Vision

The future we want to shape

Our vision is to evolve into a vertically integrated technology group that uses electronics to create an innovative portfolio of high-performance products and solutions – thereby empowering our customers in an electrified and connected future.

Our Mission

A commitment to our partners

We aim to become one of the leading providers of industrial electronics solutions in Germany by combining advanced manufacturing capabilities with comprehensive development expertise to build a high-performance, comprehensive value chain.

Our Values

What shapes our daily actions

Customer Focus means listening, taking every idea and every approach seriously, and also taking responsibility beyond the project itself. It's not about meeting expectations in the short term, but about building trust over the long term. True customer focus is evident when we make decisions from the customer's perspective - even if that's challenging internally.

Martin Hartmann,
CEO of Voltatron AG

Innovation means not simply optimizing what already exists, but truly questioning it and thinking from a new perspective. For me, technological development always begins with a question: How can we make it better, more efficient, or more sustainable? Innovation is not an end in itself. I am convinced that it is not a perfect state that should lead to satisfaction, but rather constant progress.

David Franke,
Managing Director of EKM Elektronik GmbH

Entrepreneurial Courage with Foresight means consistently and prudently seizing opportunities while maintaining a clear-eyed view of potential risks. Conscious decisions are essential. Courage is demonstrated in the clear willingness to take responsibility – always with an eye toward the long-term goal.

Jochen Schmitt-Ruenhorst,
Managing Director of KOMITEC electronics GmbH

Our Values

What shapes our daily actions

Integrity means acting transparently, reliably, and accountably – especially when decisions are complex or uncomfortable. In finance, integrity is the foundation of trust. It creates stability, both internally and externally, and is an absolute prerequisite for sustainable development and growth.

Rebecca Fischer,
Head of Group Accounting at Voltatron AG

Partnership on Equal Terms means developing solutions together. In my experience, projects are successful when collaboration is built on trust, respect, and open communication – especially through close interaction with customers, suppliers, and partners.

Dietrich Vahldiek,
Project Manager at Voltatron AG

Long-term success means never losing sight of the quality of our work. To achieve this, we must be able to rely on one another as a team. Our work can only provide value to our customers if it stands the test of time – technically, economically, and on a human level.

Anna Kolonko,
Head of Production, EKM Elektronik GmbH

Report of the Supervisory Board

Dear Ladies and Gentlemen,
Dear Shareholders,

In accordance with applicable legal requirements, the German Corporate Governance Code, the Articles of Association, and the Rules of Procedure of the Supervisory Board, the members of the Supervisory Board of Voltatron AG closely monitored and supervised the work of the Management Board over the past year. In doing so, the Supervisory Board satisfied itself with the legality, propriety, and economic efficiency of the company's management.

In 2025, following its reconstitution, the Supervisory Board engaged intensively with the strategic development of the Group and the underlying opportunities and risks. Decisions of strategic importance were discussed in depth with the Management Board and, where necessary, formalized by resolution.

Herbert Hilger, Chairman of the Supervisory Board

The Management Board regularly and in a timely manner informed the members of the Supervisory Board of decisions requiring approval. This always took place following a thorough review and discussion of the respective draft resolutions and explanatory documents by the Supervisory Board. The members of the Supervisory Board did not identify any conflicts of interest with the company during the 2025 fiscal year.

In addition to regular meetings, the Supervisory Board was informed about business developments as needed and whenever the opportunity arose through the ongoing exchange between the members of the Management Board and the Supervisory Board. The Chairman of the Supervisory Board also received regular updates on the current business situation and significant business transactions.

This close cooperation enabled the Supervisory Board to effectively fulfill its duties while also serving as an important sparring partner for management in the strategic development of the company.

Supervisory Board Meetings, Attendance at Meetings

During the 2025 reporting period, a total of six Supervisory Board meetings were held. Of these six meetings, four were held via videoconference and two in person at the company's headquarters in Fürth. With one exception, the Supervisory Board meetings took place with full attendance by the Supervisory Board members.

The meetings primarily focused on discussions regarding the implementation of the strategy and the measures taken in this context, the execution of the M&A growth strategy, and the Group's financial performance.

The individual meeting dates and the corresponding participants can be found in the overview below.

Annual Report 2025

Table: Attendance of Supervisory Board members at board meetings

	January 31	March 19	April 23	July 7	September 26	December 10
	Video	Video	Video	Attendance	Video	Attendance
Herbert Hilger (Chair)		x	x	x	x	x
Christian Maeder (Deputy)		x	x	x	x	x
Lutz Johannes Holkenbrink		x	x	x	x	x

x = attended

The transactions and measures that may have a significant impact on the development of Voltatron AG have been explained in detail by the Management Board and reviewed accordingly by the Supervisory Board. The cooperation between the Management Board and the Supervisory Board was characterized at all times by open and intensive dialogue..

New Members of the Supervisory Board

The Supervisory Board of Voltatron AG normally consists of three members. Following the resignation of Mr. Toni Junas and Mr. Roland Mackert from their positions as members of the Supervisory Board during the 2024 fiscal year, Mr. Christian Maeder and Mr. Lutz Johannes Holkenbrink were appointed as new members of the Voltatron Supervisory Board in January 2025 pursuant to Section 104(2) of the German Stock Corporation Act and by court order upon a corresponding motion by the Management Board. At the Supervisory Board meeting on January 31, 2025, Mr. Herbert Hilger was confirmed as Chairman of the Supervisory Board. Christian Maeder was elected Vice Chairman. The Company's Annual General Meeting confirmed the new members of the Supervisory Board on July 8, 2025.

Committees of the Supervisory Board

In the 2025 fiscal year, a standing committee was established within the Supervisory Board of Voltatron AG. The Audit Committee performs advisory and supervisory functions and consists of all three members of the Supervisory Board. Mr. Christian Maeder, who possesses relevant experience and expertise in the field of accounting, has assumed the chairmanship. He is independent and is not a former member of the company's Management Board. The other members of the Supervisory Board were also appointed to the committee. It is ensured that at least two members of the Audit Committee possess special knowledge and experience in the application of accounting principles and internal control procedures.

The committee was primarily responsible for overseeing the preparation of the annual and consolidated financial statements, the interim financial statements, as well as the accounting and consolidated accounting processes and the expansion of compliance structures. It was also responsible for preparing the appointment of the auditor.

Annual Financial Statements and Consolidated Financial Statements

Rödl Audit GmbH Wirtschaftsprüfungsgesellschaft, Nuremberg, was appointed as the auditor and consolidated auditor for the fiscal year from January 1 to December 31, 2025, by resolution of the Annual General Meeting on July 8, 2025, and has been duly commissioned by the Chairman of the Supervisory Board. A statement of independence from the auditor pursuant to Article 6(2)(a) of

Annual Report 2025

Regulation (EU) No. 537/2014 has been submitted to the Supervisory Board.

The auditor has reviewed the annual financial statements prepared in accordance with the provisions of the German Commercial Code and the consolidated financial statements of Voltatron AG as of December 31, 2025, prepared in accordance with Section 315e German Commercial Code based on International Financial Reporting Standards (IFRS) as applicable in the European Union, as well as the combined management report of Voltatron AG and the Voltatron Group, in accordance with the provisions of the German Commercial Code. The auditor has issued an unqualified audit opinion on each of the aforementioned documents. The auditor has also determined that the information and monitoring system established by the Management Board is suitable for meeting legal requirements and for identifying at an early stage any developments that could jeopardize the company's continued existence.

The financial statements and the auditor's reports were provided to all members of the Supervisory Board well in advance for review. At a plenary Supervisory Board meeting on April 13, 2026, which also served as a meeting of the Audit Committee, the auditor reported in detail on the course of the audit and the key findings of his examination and was available to provide further information and answer additional questions. Following a discussion of the audit process and the auditor's findings, and after a thorough review of the auditor's report, the Supervisory Board concurred with the results of the audit conducted by the auditor. The Supervisory Board then determined, as part of its own review and upon the recommendation of the Audit Committee, that no objections were to be raised and approved the financial statements prepared by the Management Board. The annual financial statements are hereby adopted.

The Supervisory Board also reviewed the related-party disclosure report prepared by the Management Board for the 2025 fiscal year. The auditor issued a report on the audit of the related-party disclosure report and reported the key findings of its audit to the Supervisory Board. The report on the audit of the related-party disclosure report for the 2025 fiscal year reads as follows:

"Based on our audit and assessment in accordance with our duties, we confirm that

the factual information in the report is correct,
in the legal transactions listed in the report, the Company's consideration was not unreasonably high or disadvantages were offset,
with regard to the measures listed in the report, there are no circumstances that would warrant an assessment significantly different from that of the Management Board."

Based on the final results of its own review, the Supervisory Board raises no objections to the Dependency Report, the auditor's review of the Dependency Report and the results thereof, or to the statement issued by the Management Board at the end of the Dependency Report and included in the Management Report.

Furthermore, the remuneration report prepared by the Management Board and the Supervisory Board in accordance with Section 162 of the German Stock Corporation Act was formally reviewed by the auditor pursuant to Section 162(3) German Stock Corporation Act. Based on the final results of its own review, the Supervisory Board raises no objections to the remuneration report, the auditor's review thereof, or the results of that review.

Annual Report 2025

Declaration on the German Corporate Governance Code

In the course of its activities, the Supervisory Board continuously takes into account the provisions and recommendations of the German Corporate Governance Code. On February 28, 2026, the Management Board and the Supervisory Board issued the annual declaration of conformity pursuant to Section 161(1) of the German Stock Corporation Act, which is available in this annual report as well as on the Company's website under Investor Relations in the Corporate Governance section. This declaration explains the deviations from the Code's recommendations and provides additional information on corporate governance at Voltatron AG. The report on the remuneration of the members of the Management Board and the Supervisory Board can be found in the Remuneration Report section.

The Supervisory Board thanks the Management Board and all employees for their dedicated work during the past fiscal year, which was characterized by far-sighted and courageous measures and the creation of new opportunities. Thanks to the high level of personal commitment from the Management Board and the employees, the company has the opportunity to achieve sustainable stability and an attractive growth story. I would also like to thank our shareholders and business partners for placing their trust in us and supporting Voltatron's development.

Fürth, April 13, 2026

On behalf of the Supervisory Board

Herbert Hilger, Chairman of the Supervisory Board

Annual Report 2025

Investor Relations

Investor Relations: Voltatron on the Capital Market

Table: Stock Key Figures (XETRA Closing Prices)

Ticker / ISIN	VOTR (formerly: VBX) I DE000A2E4LE9
Opening price (January 1, 2025)	€1.01
High	€8.48 on August 21, 2025
Lowest price	€0.98 on January 3, 2025
Closing price (December 31, 2025)	€4.23
Market capitalization as of the reporting date (December 31, 2025)	€94.7 million
Increase/decrease in value during the fiscal year	€76.1 million

Stock Market Environment in 2025

International capital markets performed very positively overall in the 2025 fiscal year, although the trend continued to be accompanied by intermittent volatility and macroeconomic uncertainties. In particular, the combination of stabilizing inflation, initial interest rate cuts, and a moderate economic recovery supported the stock markets over the course of the year.

German stock indices recorded a very dynamic performance overall in the 2025 trading year. The DAX posted an annual gain of around 23% and hit new record highs several times over the course of the year. On May 20, 2025, the index surpassed the 24,000-point mark for the first time and ended the trading year at an all-time high of 24,490 points.

The small-cap indices also performed very well. The SDAX rose by more than 25% over the course of the year, delivering an above-average performance. The technology sector, as measured by the DAXsector Technology, recorded a gain of around 20%.

The positive market performance reflected, in particular, a noticeable recovery in the small-cap segment, which had suffered in previous years from a challenging financing environment and lower investor liquidity. Investors' increased risk appetite, along with the prospect of falling interest rates, led to stronger demand for growth-oriented and more cyclical stocks.

Despite the overall positive performance, the market environment remained marked by structural uncertainties. These include, in particular, geopolitical tensions, a still-fragile economic outlook in Europe, and sector-specific challenges in individual industries. At the same time, long-term growth themes such as electrification, energy infrastructure, and artificial intelligence continued to gain importance and shaped the capital allocation of many investors.

Overall, the market continued to show selective performance in 2025, with companies that demonstrated clear strategic positioning, improved operational performance, and high visibility regarding their future business development benefiting disproportionately.

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Stock: Price Performance and Trading Volume

Voltatron AG's stock performed very dynamically in fiscal year 2025, reflecting the Group's strategic realignment completed over the course of the year. Overall, the stock recorded a very strong price performance for the year, driven in particular by a changed perception of the company in the capital market and by the transformation measures implemented.

Chart: Performance of the Voltatron share compared to the major indices

Starting from a XETRA closing price of €1.01 at the beginning of the year, the stock hit its annual low of €0.98 as early as the second trading day of the year, January 3, 2025. This was followed by a significant upward trend: Following the ad hoc announcement on February 10, 2025 – in which the company reported, among other things, on the conclusion of a framework agreement regarding the acquisition of EKM Elektronik GmbH, the granting of a subordinated loan, changes to the Management Board, and adjustments to the shareholder structure – the share price rose by approximately 40% to €1.79 within a single trading day. Over the following week, the price rose by a total of approximately 138%, accompanied by significantly increased trading volumes.

Starting in May 2025, the stock stabilized above the €3 mark. The price received additional momentum starting in mid-July, particularly in connection with the ad hoc announcement on July 29, 2025, regarding the acquisition of GMS Electronic Vertriebs GmbH and the planned capital increase through non-cash contributions. As a result, the price rose significantly again within a few weeks. In August, with over 54,000 shares traded, this month accounted for approximately 28% of the total XETRA trading volume for the fiscal year. During this period, the stock reached its annual high with a XETRA closing price of €8.48, corresponding to a market capitalization of approximately €179 million. As the year progressed, both trading activity and share prices normalized. The share price subsequently moved to a level that, in the Company's view, more appropriately reflected its operational performance and the progress made as part of its strategic realignment.

Particularly starting in October, the share price performance was at times characterized by increased selling pressure, which, in the Company's assessment, was significantly influenced by the use of structured products (particularly knock-out products) coupled with comparatively low trading volumes. No fundamental corporate or market-related causes for this were apparent.

Annual Report 2025

As of December 31, 2025, the XETRA closing price stood at €4.23, representing an increase of 318.81% compared to the end of 2024. Market capitalization rose during the same period from €21.3 million to €94.7 million, an increase of approximately €73.4 million.

Chart: Price performance and trading volume of the Voltatron share (trading platform: XETRA)

In fiscal year 2025, trading volume for Voltatron shares was concentrated primarily on the XETRA and Tradegate trading platforms – a typical pattern for the small-cap segment. While XETRA serves as the reference market for price formation, Tradegate exhibits comparatively high trading activity.

Overall, the stock's liquidity remained at a level typical for small caps throughout the year. The structurally limited market liquidity meant that individual large orders could have a noticeable impact on price formation, which resulted in correspondingly increased volatility.

The average number of shares outstanding in fiscal year 2025 was 21,240,846. As of the balance sheet date of December 31, 2025, a total of 22,387,297 shares were outstanding. The increase is attributable to a capital increase through non-cash contributions carried out during the fiscal year, which was generally well received by the capital market in the context of the strategic realignment.

Financial Communication

Voltatron AG continued to pursue transparent, consistent, and target-audience-oriented communication with the capital market in fiscal year 2025. In light of the Group's comprehensive realignment, the goal is to gain investor confidence and to present the progress of the transformation process in a comprehensible manner.

Annual Report 2025

Financial communication included, in particular:

the annual report for the 2024 fiscal year,
quarterly and interim reports for the 2025 fiscal year,
ad hoc announcements in accordance with MAR,
supplementary corporate news,
participation in capital markets events, and
one-on-one meetings with investors and analysts.

Particular emphasis was placed on clearly presenting operational performance and the underlying assumptions of the forecast. Given the forecast adjustments required in previous years, transparency regarding opportunities and risks as well as external factors was further enhanced.

In addition, management maintained a continuous dialogue with investors and other market participants through capital markets events and bilateral discussions. The goal is to gradually improve the company's perception in the capital markets and to tap into new investor groups.

Capital Market Positioning and Coverage

Voltatron AG remains in a phase of strategic and operational realignment. Accordingly, the focus of investor relations work is currently on:

strengthening credibility and the quality of forecasts,
transparently communicating progress in the turnaround,
and improving visibility in the capital market by intensifying capital market communication, expanding the investor base, and, looking ahead, increasing the company's presence at capital market events and conferences

The company aims to increase its visibility among analysts and institutional investors as the business becomes more operationally stable, the corporate strategy is consistently implemented, and sustainably profitable businesses are further integrated into the Group. To this end, analyst coverage is to be established in the short to medium term.

Dividend Policy

Voltatron AG does not currently pursue a dividend policy geared toward short-term distributions. Against the backdrop of the ongoing strategic realignment and the focus on operational stabilization and future growth, strengthening the equity base is a priority.

Generated funds are therefore currently being used primarily to finance business operations, implement strategic measures, and improve the financial structure.

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In the medium term, the company aims to consider an appropriate participation of shareholders in the company's success, provided there is sustainable profitability and a sustained positive trend in free cash flow. However, a specific payout ratio has not yet been determined.

Shareholder Structure

The shareholder structure of Voltatron AG underwent a fundamental change in the 2025 fiscal year.

Chart: Development of the shareholder structure in 2025

This development began with the sale of the stake in February 2025 by the previously controlling shareholder, Triathlon Holding GmbH, which sold its entire 47.88% stake. The previously consolidated block of shares was subsequently distributed among several investors. The major new shareholders include Geraer Batterie-Dienst GmbH (GBD), JIAOGULAN Holding AG, and FAS Vermögensverwaltung GmbH.

Over the course of the year, the shareholder structure was further influenced by capital market measures. In particular, in connection with the acquisition of GMS Electronic Vertriebs GmbH, a capital increase in kind was carried out, increasing the number of issued shares to 22,387,297 as of December 31, 2025.

At the same time, there were further shifts among the major shareholders. Geraer Batterie-Dienst GmbH, for example, expanded its stake during the year through additional purchases and was one of the company's largest individual shareholders as of the balance sheet date.

Annual Report 2025

As of December 31, 2025, the shareholder structure, to the best of the company's knowledge, is as follows:

Geraer Batterie-Dienst GmbH (GBD): 23.1%
JIAOGULAN Holding AG: 26.3%
FAS Vermögensverwaltung GmbH: 6.3%
Gebhardt Holding GmbH: 5.9%
EW-Trade AG: 4.3% (attributable to Herbert Böttner, total: 6.0%)
Free float: 32.4%

Overall, Voltatron AG's shareholder base evolved during the reporting year from a structure dominated by a single major shareholder to a more broadly diversified investor base. At the same time, there remains a group of core strategic shareholders who play a key role in guiding the company's future development.

Information for Capital Market Participants

Voltatron consolidates its comprehensive range of information for the capital market on its website. In addition to current corporate news and ad hoc announcements, financial reports and presentations from capital market events are continuously available there.

https://ir.voltatron.com/
[email protected]

Annual Report 2025

Corporate Governance

Remuneration Report

This remuneration report outlines the principles of the remuneration systems for current and former members of the Management Board and Supervisory Board of Voltatron AG.

In accordance with Section 162 of the German Stock Corporation Act, the company reports on the remuneration granted and received by members of the Management Board and Supervisory Board in the 2025 fiscal year, as well as the principles of the remuneration systems for the 2025 fiscal year.

The Remuneration Report and the auditor's report on the audit performed are available on the Voltatron AG website at https://ir.voltatron.com/en/corporate-governance#remuneration.

Remuneration of the Members of the Management Board

Resolution of the Annual General Meeting

Pursuant to Section 120a(1) of the German Stock Corporation Act in its current version, following the entry into force of the Act Implementing the Second Shareholders' Rights Directive (ARUG II) of December 12, 2019, the Annual General Meeting of a listed company shall resolve on the approval of the remuneration system for members of the Management Board upon any material change to the system, but at least every four years.

On May 26, 2025, the Supervisory Board adopted a new remuneration system for the members of the Management Board that complies with the requirements of ARUG II and takes into account the recommendations of the German Corporate Governance Code.

On July 8, 2025, the Annual General Meeting approved the remuneration system outlined below in its key points in accordance with Section 120a (1) of the German Stock Corporation Act.

Likewise, on July 8, 2025, in accordance with the requirements of ARUG II, the Annual General Meeting confirmed the existing remuneration system for the members of the Supervisory Board.

Principles of the Management Board's Remuneration System

The remuneration system for the Management Board adopted by the Supervisory Board of Voltatron AG aims to ensure that Management Board members are appropriately compensated in accordance with their areas of responsibility and that the performance of each Management Board member as well as the success of the entire company are taken into account. In principle, the remuneration system is intended to provide incentives for a sustainable increase in the enterprise value of Voltatron AG and for successful and performance-oriented corporate management. In previous years, the company deviated in part from the provisions of the existing remuneration system in order to meet the special challenges associated with the operational and economic stabilization of the company. Thus, the Management Board contracts of the former members of the Management Board for the fiscal years 2021 through 2024, as well as for the fiscal year 2025 until the approval of the new remuneration system by the Annual General Meeting on July 8, 2025, did not include any short-term or long-term variable components.

With the appointment of the new Management Board members on February 10, 2025, the company also fundamentally deviated from the remuneration system valid until July 8, 2025, as well as from

Annual Report 2025

the new remuneration system approved on the same day. The reason for this is that the members of the Management Board have waived any form of remuneration from Voltatron AG in order to relieve the company during the strategic measures, which are of a restructuring nature.

The following outlines the basic structure of Management Board remuneration as resolved by the Company's Annual General Meeting on July 8, 2025.

Determination of Remuneration Levels

The Supervisory Board sets a target total remuneration for the members of the Management Board in accordance with the approved remuneration system.

Total Remuneration

The remuneration of the members of the Management Board of Voltatron AG is based on the remuneration system approved by the Annual General Meeting and consists of fixed and variable remuneration components. The aim of the system is to provide appropriate, performance- and success-oriented remuneration that offers both short-term and long-term incentives and promotes the sustainable development of the company.

Annual fixed salary, benefits in kind, and other benefits

Fixed remuneration includes an annual fixed salary as well as benefits in kind and other fringe benefits. The annual fixed salary is paid in twelve equal monthly installments and is based on the respective position, area of responsibility, individual experience, and market-standard remuneration levels. In the event of a temporary inability to work for which the member of the Management Board is not responsible, the annual fixed salary continues to be paid for a period of up to twelve months; benefits from health insurance providers are taken into account in this regard. In addition, standard-market fringe benefits are provided, in particular the provision of a company vehicle or, alternatively, a lump-sum allowance, contributions to statutory or private health and long-term care insurance within the framework of statutory requirements, the conclusion of accident insurance, and the free provision of necessary communication tools, including for private use.

Variable Remuneration Components

Variable remuneration components include short-term and long-term variable remuneration. Short-term variable remuneration is granted in the form of an annual bonus (Short-Term Incentive - STI) and is linked to targets set by the Supervisory Board at the beginning of a fiscal year. These primarily include financial performance criteria, in particular EBIT under IFRS, as well as supplementary non-financial and, where applicable, individual qualitative targets, such as those related to strategic projects, acquisitions, or financing measures. The extent to which targets are met is determined by the Supervisory Board at the end of the fiscal year. If targets are exceeded, the STI may amount to up to 150% of the target amount. However, only half of the determined STI is paid out immediately; the remaining 50% is credited to a virtual bonus account. This bonus account is subject to a penalty provision, under which a deduction may be made if certain minimum thresholds set for subsequent years are not met. Positive balances are paid out over time and settled in full no later than upon termination of employment. The structure of the STI ensures that the actions of the Management Board are closely aligned with the company's operational performance and strategy.

The long-term variable remuneration (Long-Term Incentive - LTI) is share-price-based and is intended to give Management Board members a stake in the long-term performance of Voltatron AG. To this end, virtual Voltatron shares amounting to a specified target amount are allocated annually. The number of virtual shares is determined by the average market price of the Voltatron share (XETRA or successor system) over the last five trading days of the fiscal year preceding the grant

Annual Report 2025

year. The measurement period covers a total of four years. At the end of the third fiscal year following the grant year, the value of the virtual shares is determined based on the average market price applicable at that time and paid out in cash. The payout is capped at 150% of the respective LTI target amount; the Supervisory Board may also set minimum thresholds, below which the LTI is forfeited in full. The LTI thus contributes significantly to the long-term and shareholder-oriented orientation of Management Board remuneration.

In the prior year and in fiscal year 2025, the Management Board member who left the company in the reporting year was granted exclusively fixed remuneration components in accordance with the Management Board service contract, rather than variable remuneration components. The Supervisory Board has thus exercised its option to temporarily deviate from the remuneration system. For further information on this, please refer to the comments in the section "Temporary Deviation from the Remuneration System."

Maximum Remuneration

The maximum remuneration per Management Board member is capped at €1.5 million for each fiscal year. This maximum remuneration limits the total payouts of all remuneration components granted for a fiscal year (annual fixed salary, non-cash benefits, other benefits, as well as STI and LTI), regardless of when such payouts are made.

Remuneration Structure

The remuneration structure - that is, the relative proportions of the individual remuneration components within the target total remuneration - should be designed such that the variable remuneration components exceed the (sub)total of the annual fixed salary, non-cash benefits, and other perks, and such that the LTI exceeds the STI.

The target total remuneration consists of the annual fixed salary, non-cash benefits, and other fringe benefits, as well as the STI and the LTI. The annual fixed salary accounts for approximately 40%, short-term variable remuneration for about 25%, and long-term variable remuneration for around 30%; non-cash benefits and other benefits together account for approximately 5%. In justified individual cases, the Supervisory Board may, as an exception, limit remuneration to fixed components, provided this appears to be in the company's best interest. In this context, we refer to the comments in the section "Temporary Deviation from the Remuneration System."

Options for Reclaiming Variable Remuneration Components

Pursuant to Section 87(2) of the German Stock Corporation Act, the Supervisory Board has the right to reduce the remuneration of Management Board members to an appropriate level with future effect or to modify the remuneration structure and the composition of the individual remuneration components. When making such adjustments to ensure appropriate remuneration, the financial situation of the Company and its affiliated companies must be taken into account.

In view of the fact that no variable remuneration components were agreed upon in the Management Board contract of the former Management Board member and that the current Management Board members did not receive any remuneration in the reporting year, the Supervisory Board did not exercise the option under Section 162 (1) No. 4 to reclaim variable remuneration components in the 2025 fiscal year.

Handling of Conflicts of Interest

Great importance is attached to the handling of conflicts of interest involving members of the Supervisory Board. The provisions of the German Stock Corporation Act and the German Corporate

Annual Report 2025

Governance Code are decisive in this regard and are strictly observed both in the establishment and implementation of the remuneration system and as part of the ongoing review of the remuneration system.

In the event that conflicts of interest arise, the affected members of the Supervisory Board must disclose them to the Chairman of the Supervisory Board. They must abstain from voting on relevant matters. In addition, the Chairman of the Supervisory Board reports to the Annual General Meeting on any conflicts of interest that have arisen and how they were handled. If significant conflicts of interest exist and are not merely of a temporary nature, this will result in the termination of the Supervisory Board mandate.

Temporary Deviation from the Remuneration System

In exceptional, unforeseeable circumstances, the Supervisory Board may temporarily deviate from individual components of the remuneration system, provided this is necessary in the interest of the long-term well-being of Voltatron AG. Such deviations may be considered, in particular, in the event of serious economic crises or significant changes in business activities or strategic direction. Generally unfavorable market developments, however, do not constitute sufficient grounds. Any deviation always requires a separate resolution by the Supervisory Board as well as a careful assessment of its necessity and appropriateness.

In the previous year as well as in the reporting year, the Supervisory Board made use of this option to take into account the challenging economic situation of the Company and the Group.

Thus, in the 2025 fiscal year, the currently serving members of the Management Board received no remuneration under their employment contracts, with the exception of fringe benefits provided for in the remuneration system, based on a mutual agreement with the Supervisory Board. This arrangement served to preserve the Company's liquidity in the course of its strategic development.

Remuneration Granted to Management Board Members

In fiscal year 2025, the total remuneration of the Management Board amounted to €76 thousand and was attributable entirely to the Management Board member who stepped down in February 2025. Deviating from the previous remuneration system, but in accordance with the Management Board service contract, the former Management Board member was not granted any variable remuneration in either the prior year or the reporting year.

The current members of the Management Board received no remuneration under employment contracts in the reporting year.

All remuneration granted and received complied with the provisions of the applicable remuneration system and the framework conditions under corporate law. No clawback of variable remuneration components was warranted in the reporting year.

Annual Report 2025

The remuneration granted in the fiscal year is listed below:

Tabelle: Remuneration Granted to Members of the Management Board in Fiscal Year 2025

	Martin Hartmann	Florian Seitz		Patrick Zabel
		CEO	Date of joining:	CFO	CFO Start Date: May 26, 2020
		Date of appointment:	February 10, 2025	Date of joining:	February 10, 2025
					Date of departure as CFO:
					December 31, 2021
					Start date as CEO:
					March 16, 2022
					Date of departure as CEO:
					February 10, 2025
In € or as indicated
	2025	2024	2025	2024	2025
Fixed remuneration	0	-	0	-	44,711.54
Benefits following termination of employment	-	-	-	-	31,000.00
Variable remuneration	0	-	0	-	0
Total	0	-	0	-	75,711.54
Percentage of total remuneration	-	-	-	-	100%
Annual amount to be applied toward the multi-year variable remuneration	0	-	0	-	0
Total	0	-	0	-	75,711.54
Percentage of total remuneration	-	-	-	-	100%
Total remuneration	0	-	0	-	75,711.54

During the reporting year, no shares were granted or promised to the Management Board. Likewise, no stock options or other equity-based remuneration programs were applied.

Pursuant to Section 162(2)(1) of the German Stock Corporation Act, the Company is required to disclose in the remuneration report all benefits promised or granted to a member of the Management Board by third parties not only for, but also in connection with, his or her activities as a member of the Management Board. This includes all benefits that are directly related to the activities of the Management Board and go beyond the actual remuneration. In the reporting year, no member of the Management Board was promised or granted benefits by a third party that are directly related to their activities as a member of the Management Board.

Vertical comparison of Management Board remuneration (granted) compared to the previous year pursuant to Section 162(1)(2) of the German Stock Corporation Act*

Table: Vertical comparison of remuneration granted to members of the Management Board compared to the previous year

Management Board member	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Martin Hartmann (since February 10, 2025)	n.a.	n/a	n/a	0%
Florian Seitz (since February 10, 2025)	n/a	n/a	n/a	0%
Patrick Zabel (from May 26, 2020, to December 31, 2021, and from March 16, 2022, to February 10, 2025)	-25%	15%	12%	-69%
Jürgen Pampel (until March 16, 2022)	-85%	n.a.	n.a.	n/a
Earnings	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Consolidated EBIT in €'000	-3,896	-2,755	-3,953	53
EBIT development compared to the previous year	61%	29%	-43%	n/a
Trend in average employee remuneration on a full-time equivalent basis	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Employed workers	17%	13%	-19%	-26%

*Changes in the composition of the Management Board during the year may result in significant fluctuations in the vertical comparison of remuneration.

The Company aims to fully take into account the framework for the remuneration structure approved by the Annual General Meeting when drafting new Management Board contracts. This is

Annual Report 2025

intended to ensure continuous adaptation to current regulatory and corporate requirements, as well as a sustainable and fair remuneration policy that serves the interests of both the Company and its shareholders.

Remuneration of Supervisory Board Members

The remuneration of the members of the Supervisory Board of Voltatron AG is based on Section 17 of the Company's Articles of Association and is therefore approved by the Annual General Meeting. Pursuant to Section 113(3) of the German Stock Corporation Act in the version effective as of January 1, 2020, the Annual General Meeting of a listed company must resolve on the remuneration and the remuneration system for members of the Supervisory Board at least every four years.

Principles, Objectives, and Components of the Supervisory Board's Remuneration System

The Supervisory Board of Voltatron AG monitors and advises the company's Management Board. In doing so, it gains insight into key operational and strategic issues of corporate management and maintains close contact with the Management Board in this regard. In accordance with Principle 24 of the current German Corporate Governance Code, Supervisory Board remuneration should be commensurate with the duties of the Supervisory Board members and the company's situation. At the same time, it must be ensured that the form and amount of remuneration for Supervisory Board activities serve as an incentive for suitable candidates.

In accordance with the recommendation of the current German Corporate Governance Code in Section G.18, Sentence 1, and the prevailing view of a large number of investors and proxy advisors, the members of the Supervisory Board at Voltatron AG receive exclusively fixed remuneration. Consequently, no variable remuneration is provided for them.

The Supervisory Board acts as an objective, independent advisory and supervisory body. Fixed remuneration supports the goal of ensuring continuous monitoring and fulfillment of the Supervisory Board's duties in the company's best interest. The members of the Supervisory Board perform their duties free from the influence of external factors or the economic performance of the Voltatron Group.

Procedures for determining, reviewing, and implementing the remuneration system

The remuneration of the members of the Supervisory Board is resolved by the Annual General Meeting at least every four years, based on a proposal by the Management Board and the Supervisory Board in accordance with Section 113 (3) Sentence 1 of the German Stock Corporation Act in its current version. The remuneration of the members of the Supervisory Board of Voltatron AG is governed by the corresponding resolution of the Annual General Meeting in Section 17 of the Articles of Association.

Overview of the fixed annual remuneration for Supervisory Board members

In accordance with the provisions of the Articles of Association, members of the Supervisory Board receive fixed annual remuneration. For a regular member, this amounts to €10,000 per fiscal year. The Chairman of the Supervisory Board receives increased remuneration of €20,000 due to his expanded scope of responsibility, while the Vice Chairman receives remuneration of €15,000. If a member does not serve on the Supervisory Board for the entire fiscal year, the remuneration is adjusted pro rata to the duration of the actual term of office.

Annual Report 2025

D&O Insurance

In addition to their fixed remuneration, members of the Supervisory Board are covered by a financial loss liability insurance policy (so-called D&O insurance) taken out by the company. This insurance is taken out on standard market terms and serves to protect Supervisory Board members from financial risks that may arise from their activities on behalf of the company.

Reimbursement of Expenses

In addition, members of the Supervisory Board are entitled to reimbursement of reasonable and documented expenses incurred in the course of performing their duties. This includes, for example, travel and accommodation costs incurred through participation in meetings and other obligations related to their Supervisory Board activities. To the extent that individual members of the Supervisory Board are entitled to invoice the value-added tax applicable to their remuneration separately, this may also be reimbursed.

Remuneration granted and received by Supervisory Board members in detail

In the reporting year, the total remuneration of the Supervisory Board members amounted to €45 thousand. In the previous year, this figure was €42.5 thousand. This difference results from the changed composition of the Supervisory Board during the fiscal year as well as the pro-rata remuneration of members who left in the previous year. On January 20, 2025, the Supervisory Board reached the required size of three members under the Company's Articles of Association through the court-ordered appointment of Christian Maeder and Lutz Johannes Holkenbrink.

The remuneration structure ensures that the members of the Supervisory Board receive appropriate and market-based remuneration for their comprehensive duties in the strategic oversight and support of the company.

The following table shows the remuneration of the members of the Supervisory Board who served on the board in whole or in part during the 2025 fiscal year:

Table: Remuneration granted to members of the Supervisory Board in the 2025 fiscal year

	Herbert Hilger		Christian Maeder		Lutz Johannes Holkenbrink
	Chairman of the Supervisory Board as of November 22, 2021		Vice Chairman of the Supervisory Board Effective January 20, 2025		Member of the Supervisory Board Effective January 20, 2025
In €	2025	2024	2025	2024	2025	2024
Fixed remuneration	20,000	20,000	15,000	0	10,000	0
Total remuneration	20,000	20,000	15,000	0	10,000	0

Annual Report 2025

Vertical comparison of Supervisory Board remuneration (granted) compared to the previous year pursuant to Section 162(1)(2) of the German Stock Corporation Act*

Table: Vertical comparison of remuneration granted to members of the Supervisory Board compared to the previous year

Supervisory Board Member	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Herbert Hilger (since November 22, 2021)	300%	0%	0%	0%
Christian Maeder (since January 20, 2025)	n/a	n/a	n/a	100%
Lutz Johannes Holkenbrink (since January 20, 2025)	n/a	n/a	n/a	100%
Roland Mackert (from November 22, 2021 to September 9, 2024)	300%	0%	0%	-100%
Toni Junas (from November 22, 2021, to September 9, 2024)	300%	0%	-25%	-100%
Return	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Consolidated EBIT in €'000	-3,896	-2,755	-3,953	53
EBIT development compared to the previous year	61%	29%	-43%	n/a
Trend in average employee remuneration on a full-time equivalent basis	2022 vs. 2021	2023 vs. 2022	2024 vs. 2023	2025 vs. 2024
Salaried employees	17%	13%	-19%	-26%

*Changes in the composition of the Supervisory Board during the year may result in significant fluctuations in the vertical comparison of remuneration.

Fürth, April 13, 2026

On behalf of the Supervisory Board

Herbert Hilger, Chairman of the Supervisory Board

On behalf of the Management Board

Martin Hartmann, Chairman of the Management Board (CEO)

Annual Report 2025

Corporate Governance Statement pursuant to Section 315d in Conjunction with Section 289f (1) of the German Commercial Code (HGB)

The Corporate Governance Statement of the Management Board and Supervisory Board of Voltatron AG pursuant to section 315d in conjunction with section 289f of the German Commercial Code (HGB) contains the required disclosures pursuant to section 289f (2) HGB. These include, in particular, the Declaration of Compliance with the German Corporate Governance Code (GCGC), relevant corporate governance practices, a description of the working methods of the Management Board and the Supervisory Board, as well as the composition of these bodies. In addition, it encompasses information regarding the publication of the remuneration report and the auditor's report pursuant to section 162 of the German Stock Corporation Act (AktG), the remuneration system for the Management Board, the remuneration of Supervisory Board members, the targets set pursuant to sections 76 (4) and 111 (5) AktG, disclosures on target achievement, and measures to promote diversity pursuant to section 289 (2) no. 6 HGB.

The following Corporate Governance Statement under sections 289f HGB and 315d HGB is permanently available on the company's website: https://ir.voltatron.com/en/corporate-governance.

Corporate Governance Fundamentals

General Information about the Company and its Corporate Bodies

Voltatron AG is a German stock corporation headquartered in Fürth and registered in the Commercial Register of the Local Court of Fürth under HRB 22157. The shares of Voltatron AG (WKN A2E4LE / ISIN DE000A2E4LE9) are admitted to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange.

According to its Articles of Association, the business purpose of Voltatron AG is the development, production, and distribution of e mobility solutions – particularly lithium ion battery systems – as well as the management of patents, licenses, and utility models. The company also engages in the worldwide distribution of electrical components and customer specific assemblies. Further business activities include production services, the development, manufacturing, and procurement and inventory management of complete electronic assemblies and devices, as well as cable assembly.

The company also aims to develop, design, construct, distribute, acquire, and operate stationary energy or battery storage systems, including related project development and planning services. Voltatron AG may acquire or hold interests in companies in Germany or abroad, establish branches, assume management functions for other companies, and enter into intercompany agreements. It may also undertake any measures and legal transactions that serve its corporate purpose, provided no special governmental authorization is required.

The Articles of Association are available on the company's website: https://ir.voltatron.com/en/corporate-governance#articles-of-association.

The Management Board uses an internal control system, a risk management system, and a risk early detection system that it considers effective and appropriate given the company's size. The Supervisory Board is responsible for overseeing these systems. The Management Board regularly

Annual Report 2025

reviews the effectiveness of the control and risk management systems and continually seeks to optimize them. In the 2025 fiscal year, these systems were comprehensively updated to reflect the company's strategic realignment and the implementation of the new business model.

Relevant Disclosures on Corporate Governance Practices

Voltatron AG's corporate governance is based on the German Stock Corporation Act (AktG), its Articles of Association, and its voluntary commitment to comply with the current version of the German Corporate Governance Code (GCGC). In addition, current rules of procedure for the Management Board and Supervisory Board apply. Legal requirements and the recommendations and suggestions of the GCGC form an integral part of the work of both boards.

Acting economically, socially, and with integrity in compliance with all legal requirements is a central element of Voltatron AG's corporate culture. Violations of the law are not tolerated. In cases of violations of applicable laws or internal regulations, Voltatron AG consistently takes disciplinary action and, where necessary, examines civil or criminal legal steps. Voltatron AG has not adopted any governance practices that go beyond statutory requirements.

Description of the Working Methods of the Management Board and Supervisory Board

In accordance with statutory provisions, Voltatron AG operates under a dual management system consisting of the Management Board and the Supervisory Board. This system is characterized by a strict separation of personnel between the Management Board as the executive body and the Supervisory Board as the monitoring body. In addition to its duty to monitor, the Supervisory Board also acts in an advisory capacity to the Management Board. Both bodies cooperate trustfully in the interests of Voltatron AG and the Voltatron Group.

Remuneration of Corporate Bodies

The current remuneration systems for the Management Board and Supervisory Board were approved by the Annual General Meeting on 8 July 2025. The remuneration report for the 2024 fiscal year was also approved at this meeting.

The remuneration report for the most recent fiscal year pursuant to section 162 AktG, including the auditor's report, is available on the company's website:

https://ir.voltatron.com/en/corporate-governance#remuneration

The most recent AGM resolution on Supervisory Board remuneration pursuant to section 113 (3) AktG and the applicable remuneration system for the Management Board pursuant to section 87a (1) and (2) AktG can be accessed here:

https://ir.voltatron.com/en/corporate-governance#remuneration

Management Board

Management Board of Voltatron AG

The Management Board manages the company independently in accordance with legal requirements, the Articles of Association, and its rules of procedure, and represents the company externally. Core responsibilities include corporate management, development and safeguarding of strategic direction, and establishing, implementing, and continuously monitoring the risk management system.

Annual Report 2025

Until 10 February 2025, the Management Board consisted solely of CEO Patrick Zabel. Since 10 February 2025, the Management Board of Voltatron AG consists of:

CEO: Martin Hartmann
CFO: Florian Seitz

Martin Hartmann serves as Chairman of the Management Board (CEO) and was appointed for a three year term ending February 9, 2028.

Florian Seitz serves as CFO and was likewise appointed for a three year term ending February 9, 2028.

The Management Board promotes agile, cross functional collaboration to achieve a holistic management approach. This is intended to ensure effective organizational steering and the successful implementation of the company's strategic realignment.

Long-term Succession Planning

The Supervisory Board works closely with the Management Board on long term Management Board succession planning. When additions or replacements become necessary, Supervisory Board members coordinate closely and identify suitable candidates, potentially with the support of external advisors.

Following the restructuring of the Management Board on 10 February 2025, both boards continue the succession planning process. However, no immediate need for action is currently anticipated.

Working Methods of the Management Board

The Management Board reports to the Supervisory Board regularly, promptly, and comprehensively on business developments, corporate strategy, fundamental planning issues, profitability, financial position, and matters that may significantly affect liquidity or profitability, as well as on potential risks. For all decisions of fundamental importance, the Supervisory Board is directly involved.

Supervisory Board

Supervisory Board of Voltatron AG

According to section 10.1 of the Articles of Association, the Supervisory Board consists of three members elected by the Annual General Meeting.

Since 20 January 2025, the Supervisory Board consists of:

Table: Members of the Supervisory Board

MEMBER	FUNCTION	TERM
Herbert Hilger	Chairman of the Supervisory Board	since 22 November 2021
Christian Maeder	Deputy Chairman, Chairman of the Audit Committee	since 20 January 2025
Lutz Johannes Holkenbrink	Member of the Supervisory Board	since 20 January 2025

Annual Report 2025

Due to the resignations of former members Roland Mackert and Toni Junas, the Supervisory Board lacked quorum from 9 September 2024 to 20 January 2025. The court appointments of Christian Maeder and Lutz Johannes Holkenbrink under section 104 (1) AktG were confirmed by the AGM on 8 July 2025.

The reconstituted Supervisory Board intends to define concrete objectives for its composition and create a competency profile for the board. This work was initiated in the 2025 fiscal year but is not yet completed. Therefore, no qualification matrix is included in this Corporate Governance Statement; it will be published once finalized.

Working Methods of the Supervisory Board

The Supervisory Board monitors the Management Board in its management of the company and supports it in an advisory capacity. For the purpose of supervising and reviewing the Management Board's activities, the Supervisory Board is entitled to receive information and to exercise inspection rights.

The Supervisory Board appoints and dismisses the members of the Management Board, determines the transactions requiring its approval, adopts the remuneration system for the Management Board, and sets the respective total compensation of its members. It is involved in all decisions of fundamental importance to Voltatron AG, as provided for by the German Stock Corporation Act and the Supervisory Board's rules of procedure. The principles governing the cooperation of the Supervisory Board of Voltatron AG and any of its committees are set out in the Supervisory Board's rules of procedure, which were revised during the current fiscal year following the reconstitution of the Supervisory Board. Supervisory Board members are generally responsible for independently undertaking the training and professional development necessary for their duties and are supported in doing so by the company and, where appropriate, by independent external advisors.

The Supervisory Board has refrained from establishing a standard limit for the length of membership on the Supervisory Board. In the interest of the company, such limits should be determined solely by the knowledge and professional qualifications of its members. Likewise, the Supervisory Board has refrained from setting an age limit for its members. The selection of members should - again in the best interest of the company - be based primarily on qualifications, professional expertise, and a suitable breadth of experience necessary to perform effective oversight of the Management Board.

The Supervisory Board plans to develop a skills and qualification profile to ensure that the selection process for new members is based on objective suitability criteria. The board is intended to be composed in such a way that it is adequately qualified to perform the monitoring and advisory functions assigned to it under statutory law, the Articles of Association, and the German Corporate Governance Code (GCGC), and to ensure that these duties can be properly fulfilled.

Detailed information on the work of the Supervisory Board and its committees can be found in the current Supervisory Board Report included in the published Annual Report.

Self-Assessment and Independence of the Supervisory Board

The Supervisory Board places great importance on performing its duties with care and diligence and on continuously improving the effectiveness and efficiency of its work. Accordingly, after the end of the 2025 fiscal year, the Supervisory Board conducted an internal self assessment using a comprehensive questionnaire to evaluate how effectively it fulfills its responsibilities. The results confirm a professional, constructive, and trust based cooperation within the Supervisory Board, which in turn works closely with the Management Board. The results also demonstrate efficient organization and execution of meetings as well as an adequate flow of information. The members

Annual Report 2025

of the Supervisory Board consider the composition and structure of the Supervisory Board – including its committee structures and mechanisms – to be effective and efficient. They therefore see no fundamental need for structural changes. Where appropriate, individual suggestions are taken up, discussed, and implemented during the year whenever feasible.

In accordance with Recommendation C.6 of the German Corporate Governance Code (GCGC), the Supervisory Board should include, on the shareholder side, an appropriate number of members who are independent from the company, the Management Board, and any controlling shareholder. Taking into account the ownership structure and the size of the Supervisory Board, the Supervisory Board concluded that one independent shareholder representative is appropriate and that the Supervisory Board members Herbert Hilger and Lutz Johannes Holkenbrink meet the relevant independence criteria.

In the 2025 fiscal year, no conflicts of interest arose between members of the Supervisory Board and the Management Board. Should any such conflicts occur, they must be disclosed to the Supervisory Board without delay. The Annual General Meeting must be informed accordingly.

Committees

With the exception of the legally required Audit Committee, the Supervisory Board has not established any additional committees due to its small number of members. If the Supervisory Board consists of only three members, it also constitutes the Audit Committee pursuant to section 107 (4) sentence 2 of the German Stock Corporation Act (AktG). Accordingly, all members of the Supervisory Board serve on the Audit Committee, namely Christian Maeder, Herbert Hilger, and Lutz Johannes Holkenbrink. On 31 January 2025, Christian Maeder was elected Chairman of the Audit Committee.

Pursuant to section 100 (5) AktG, at least one member of the Supervisory Board must have expertise in the field of accounting and at least one additional member must have expertise in the field of auditing. According to Recommendation D.3 of the German Corporate Governance Code (GCGC), expertise in accounting should be demonstrated through particular knowledge and experience in the application of accounting principles and internal control and risk management systems, while expertise in auditing should be demonstrated through particular knowledge and experience in auditing financial statements, including sustainability reporting and its audit.

Both the Supervisory Board and the Audit Committee each include – through the Chairman of the Audit Committee, Christian Maeder – at least one member with expertise in accounting, and through Herbert Hilger at least one member with expertise in auditing. In line with GCGC Recommendation D.3, the Chairman of the Audit Committee should be proficient in at least one of these two areas. The Chairman of the Audit Committee, Christian Maeder, meets these requirements.

Christian Maeder has been working as an attorney and tax advisor at Reichlin Hess AG – a law firm specializing in business and tax law – since 2018. He obtained his law degree from the University of Zurich in 2007 and was admitted to the bar in 2012. In the same year, he joined Ernst & Young AG in Zurich in the International Tax Services division and earned the qualification as a certified tax expert in 2016. Today, Christian Maeder primarily specializes in national and international tax law. In advising numerous companies and organizations on complex matters related to tax structuring, reorganizations, and financing, he relies on significant expertise in accounting.

Herbert Hilger served for several years as Managing Director of stuba Stuttgarter Industriebatterien GmbH, where he was responsible for overseeing the audits of the company's annual financial statements. In addition, in his role as Chairman of the Supervisory Board of Voltatron AG since 22 November 2021, he has been significantly involved in the audits of both the consolidated and standalone financial statements.

Annual Report 2025

Mandates of Supervisory Board Members in Other Companies

Currently, none of the members of the Supervisory Board hold mandates in the governing bodies of other companies based in the Federal Republic of Germany outside the Voltatron Group.

Managers' Transactions pursuant to Art. 19 Market Abuse Regulation (MAR)

Under Article 19 of the EU Market Abuse Regulation (MAR), members of the corporate bodies (Supervisory Board / Management Board) and certain employees with managerial responsibilities, as well as persons closely associated with them, are required to report transactions involving Voltatron shares or related financial instruments once the total amount of such transactions reaches or exceeds EUR 20,000 within a calendar year.

By way of a general ruling, BaFin increased the threshold under Article 19 (9) MAR from EUR 20,000 to EUR 50,000, effective 1 January 2026.

The corresponding notifications are available on the company's website at: https://ir.voltatron.com/en/corporate-governance#directors-dealings

Diversity and Targets

Voltatron AG places great importance on diversity throughout the Group, including inclusion and equal opportunity. The company seeks to promote diversity both within its governance bodies and at the employee level. Nevertheless, when proposing Supervisory Board candidates to the Annual General Meeting or appointing Management Board members, the company intends to continue prioritizing the competencies, professional qualifications, and experience of the candidates as core criteria in the decision making process. Furthermore, the company does not differentiate on the basis of gender at the employee level.

With regard to sections 76 (4) and 111 (5) AktG, as well as GCGC Recommendations B.1 and C.1 on the topic of "Diversity," the Management Board and the Supervisory Board set target figures for the period through February 23, 2030, at zero. The current proportion of women on both governance bodies of Voltatron AG is also zero. This is due to the fact that the implementation of the company's M&A growth strategy and its strategic realignment is closely linked to the individuals currently serving - especially on the Management Board.

It remains challenging for the company to attract women for leadership roles. In the company's technology driven industry, the proportion of women is lower than in other sectors, partly due to the relatively low number of female STEM graduates. Given the company's size and the limited number of leadership positions, the Management Board and Supervisory Board currently consider more ambitious targets to be unrealistic. However, both boards reaffirm their intention to promote increased participation of women in leadership positions to the extent possible. In filling any specific role, the decisive criterion - in the view of both boards - remains the best interests of the company, taking into account all circumstances of the individual case.

Annual Report 2025

Corporate Reporting and Audit

Corporate Reporting

Voltatron AG prepares annual financial statements for both the standalone company and the Group, as well as a half-year financial report at Group level pursuant to section 115 of the German Securities Trading Act (WpHG), and quarterly statements pursuant to section 53 of the Frankfurt Stock Exchange Rules. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS). The standalone financial statements of Voltatron AG are prepared under the provisions of the German Commercial Code (HGB).

In addition, Voltatron AG publishes a combined management report pursuant to section 315 HGB in conjunction with section 289 HGB, which includes key factors influencing the course of business and the company's position, particularly its financial, assets, and earnings situation.

The company's website also serves as a central source for financial reports, publication dates, and additional information about the company and the Group, including corporate news, ad-hoc disclosures, voting rights notifications, managers' transactions, and related-party transactions. Further instruments of investor communication have included – and continued to include in the 2025 fiscal year – regular participation in capital market conferences.

Insider information pursuant to Article 17 (1) MAR is published in the form of ad-hoc announcements. In the 2025 fiscal year, Voltatron AG published a total of four ad-hoc announcements. These are available on the company's website at:

https://ir.voltatron.com/en/news-and-publication

Audit

The Audit Committee – consisting of all three members of the Supervisory Board – monitors the audit of the financial statements of Voltatron AG and the Group with regard to both technical and qualitative aspects. It also assesses the independence of the auditor. The Audit Committee prepares the proposal to the Annual General Meeting for the appointment of the auditor and issues a corresponding recommendation.

The Supervisory Board is ultimately responsible for commissioning the auditor, defining additional audit focal points, and agreeing on audit fees. Under statutory requirements, the auditor of the standalone and consolidated financial statements is appointed annually by the Annual General Meeting. Most recently, at the Annual General Meeting on 8 July 2025, based on the recommendation of the Supervisory Board, RÖDL Audit GmbH Wirtschaftsprüfungsgesellschaft, Nuremberg, was appointed as auditor for the 2025 fiscal year.

The company discloses the audit fees paid for the statutory audit of the standalone and consolidated financial statements in the consolidated financial statements.

Annual Report 2025

Declaration of Compliance of Voltatron AG with the German Corporate Governance Code

The members of the Management Board and Supervisory Board regard corporate governance as the foundation of responsible and long term value oriented management and oversight of the company. This includes, among other things, efficient and purposeful cooperation between the Management Board and the Supervisory Board, consideration of the rights, interests, and concerns of shareholders and employees, openness and transparency in corporate communication, and prudent and foresighted handling of risks.

The Management Board and Supervisory Board are committed to ensuring the company's long term viability and sustainable value creation. Observance of generally recognized standards of good corporate governance is therefore, in their view, a key component of the company's sustainable economic success.

The corporate governance practices of the Management Board and Supervisory Board of Voltatron AG are aligned with the recommendations of the German Corporate Governance Code (GCGC) in its applicable version.

The current Declaration of Compliance of Voltatron AG is as follows:

The Management Board and Supervisory Board of Voltatron AG hereby declare pursuant to section 161 of the German Stock Corporation Act (AktG) that the recommendations of the "Government Commission German Corporate Governance Code" in the version dated 28 April 2022, published in the official section of the German Federal Gazette on 27 June 2022 (German Corporate Governance Code; "GCGC"), have been complied with since the last Declaration of Compliance dated 28 February 2025 – with the exception of the deviations listed below – and will continue to be complied with in the future:

Recommendation A.1 (Risks & Opportunities – Social and Environmental Factors)

The GCGC recommends that the Management Board systematically identify and assess the risks and opportunities associated with social and environmental factors for the company, as well as the ecological and social impacts of the company's business activities. In addition, corporate planning should include not only financial but also sustainability related objectives.

The company is certified according to ISO 14001 and has thereby incorporated essential aspects of sustainability oriented corporate management into its organizational structure. Following the comprehensive strategic realignment of the organization, the company implemented a new planning model in the 2025 fiscal year and fundamentally revised its internal control and risk management systems. Against this background, beginning in the 2026 fiscal year, the Management Board will integrate the risks and opportunities associated with social and environmental factors as well as the ecological and social impacts of its activities into the company's risk and opportunity management systems, and will incorporate sustainability related objectives into corporate planning in accordance with the requirements of the GCGC.

Annual Report 2025

Recommendation A.2 (Diversity in Leadership Positions)

The GCGC recommends that the Management Board give consideration to diversity when filling leadership positions within the company. The Management Board expressly welcomes all efforts that counteract discrimination of any kind – whether gender-related or otherwise – and that appropriately promote diversity. However, when filling leadership roles, the Management Board is guided primarily by the competencies and qualifications of the individuals available.

Recommendation A.3 (Sustainability Related Objectives in the ICS/RMS)

The GCGC suggests that the internal control system (ICS) and the risk management system (RMS) should cover sustainability related objectives and that, in this context, processes and systems for collecting and processing sustainability related data be implemented.

As part of the revision of the internal control and risk management systems in 2025, the company assessed which sustainability related objectives should and could be incorporated into the systems. The new internal control and risk management system is currently being implemented, including the gradual integration of processes and systems for capturing and processing sustainability relevant data.

Recommendation/Suggestion A.5 (Key Features of the Internal Control System)

The GCGC recommends that the company describe the key features of the entire internal control system and risk management system in the management report and comment on their adequacy and effectiveness.

In light of the comprehensive reorganization of the Group, both the internal control system and the risk management system were thoroughly revised in the 2025 fiscal year. Although a description of the key features of the entire internal control and risk management system will be included in the upcoming 2025 Annual Report, the Management Board and Supervisory Board have decided – given the time gap between the issuance of this declaration and the publication of the 2025 Annual Report – to record a deviation from this suggestion and recommendation of the GCGC.

Recommendation B.1 (Diversity on the Management Board)

The GCGC recommends that diversity be taken into account when appointing members of the Management Board.

When composing the Management Board, the Supervisory Board places particular emphasis on specific competencies and qualifications. Other characteristics – such as gender, nationality, or other diversity aspects – are of subordinate relevance in this decision. Accordingly, the Supervisory Board of Voltatron AG did not primarily base its appointments to the Management Board on diversity considerations. In particular, the selection of candidates during the most recent appointments was closely tied to the implementation of the company's planned strategic future concept.

Annual Report 2025

Recommendations B.5 (Age Limit for Management Board Members) and C.2 (Age Limit for Supervisory Board Members)

The GCGC includes a recommendation to set an age limit for members of the Management Board and the Supervisory Board.

The Management Board and Supervisory Board have chosen not to establish an age limit. The governing bodies believe that imposing an age limit for members of the Management Board or Supervisory Board is not in the best interest of the company and its shareholders, as there is no inherent link between the age of a board member and their ability to perform effectively.

Recommendation C.1 (Skills Profile)

The German Corporate Governance Code recommends that the Supervisory Board define specific objectives for its composition and develop a skills profile for the entire board. In doing so, attention should be paid to diversity as well as expertise in sustainability matters that are material to the company.

The Supervisory Board intends to establish a skills profile along with corresponding objectives for its composition. This objective was pursued during the 2025 fiscal year following the reconstitution of the Supervisory Board. The skills profile is expected to be finalized and published promptly in the 2026 fiscal year.

Recommendation C.14 (Publication of CVs and Overview of Activities of Supervisory Board Members)

The GCGC recommends that the curriculum vitae, relevant knowledge, skills, and professional experience, as well as the key activities performed in addition to the Supervisory Board mandate, be made available on the company's website and updated annually.

In the 2025 fiscal year, this information regarding Supervisory Board members was available in connection with the information published as part of the respective election proposals to the Annual General Meeting. No later than the planned relaunch of the company's website in mid 2026, the company will publish the information covered by Recommendation C.14 concerning the Supervisory Board members in a designated section of its website.

Recommendation D.1 (Publication of the Supervisory Board Rules of Procedure)

The GCGC recommends that the rules of procedure of the Supervisory Board be made available on the company's website.

Annual Report 2025

In its meeting on 31 January 2025, the newly composed Supervisory Board resolved to revise its rules of procedure. The revision was completed during the 2025 fiscal year, and the new rules of procedure were adopted in early 2026. The document has since been available for download on the company's website.

Recommendation D.4 (Nomination Committee)

The GCGC recommends that the Supervisory Board establish a Nomination Committee.

The company currently refrains from establishing a Nomination Committee, as the Supervisory Board – given its small size of three members – covers the relevant responsibilities directly within the full board without relying on a separate formal committee.

Recommendation D.6 (Supervisory Board Meetings Without the Management Board)

According to the GCGC, the Supervisory Board should meet regularly without the Management Board.

For reasons of efficiency, the Management Board generally participates in the Supervisory Board meetings of the company. In the 2025 fiscal year, the Supervisory Board regularly involved the Management Board in order to obtain a reliable picture of the strategic realignment and the associated dynamic business developments. Going forward, the Supervisory Board will decide on a case by case basis whether and which specific agenda items will be discussed without the presence of the Management Board.

Recommendations D.8 / D.9 / D.10 (Interaction Between the Supervisory Board and the External Auditor)

The GCGC requests that the Supervisory Board and the external auditor agree that, in the event of incidents or findings, there should be direct communication, and that the Audit Committee maintains regular contact with the external auditor.

No specific agreement has been made in this regard. However, the Chairman of the Supervisory Board and the Chairman of the Audit Committee are available at any time for such communication if situations described in the GCGC arise. The auditor may at any time contact the Supervisory Board directly.

Recommendation D.11 (Training and Continuing Education for the Supervisory Board)

According to the GCGC, the company should report in the Supervisory Board Report on any training and continuing education measures conducted.

In the fiscal year, the members of the Supervisory Board planned a training session for the full board, which, however, could not be implemented as scheduled and therefore had to be postponed. The

Annual Report 2025

company will continue to support the Supervisory Board in 2026 in undertaking appropriate training and continuing education to properly discharge its duties and will report on such measures in the next Supervisory Board Report.

Recommendation F.2 (Reporting Deadlines)

The GCGC requires, among other things, that the consolidated financial statements and the consolidated management report be made publicly available within 90 days after the end of the fiscal year.

Due to the small size of the company and, in particular, the limited personnel resources within the finance department and among supporting service providers, the company has deviated from this recommendation in recent years and has instead made use of the timeframe permitted by the Frankfurt Stock Exchange Rules, which allows publication "within four months after the end of each fiscal year." Nevertheless, the company aims to gradually move closer to the timeframe required by the GCGC. To this end, the company has already defined an earlier publication date for the 2025 consolidated financial statements compared to the previous year.

Recommendations G.6 to G.12 (Variable Remuneration Components)

The GCGC contains various recommendations regarding the design and determination of variable remuneration components.

The company has not agreed on variable remuneration components either with the former Management Board or currently – with the presently serving Management Board members – nor does it foresee doing so for the time being.

Recommendation G.13 (Severance Cap)

The GCGC recommends that payments to a Management Board member upon premature termination of their appointment should not exceed the value of two years' remuneration (severance cap) and should not compensate more than the remaining term of the employment contract. In the case of a post contractual non compete agreement, severance payments should be offset against the non compete compensation.

This is not provided for in the currently valid Management Board remuneration system. No remuneration has been agreed with the Management Board members for the time being – also in light of their indirect shareholdings in the company.

The current version of the Declaration of Compliance, as well as previous versions, is available on the company's website.

Fürth, February 2026

The Management Board

The Supervisory Board

Annual Report 2025

Combined Management Report

Fundamentals of the Group

This combined management report (the "management report") comprises, in addition to information relating to the Voltatron Group, information relating to Voltatron AG ("Voltatron" or the "Company", together with its subsidiaries the "Voltatron Group" or the "Group") as the parent company. The reporting on the position of the Company generally corresponds to the reporting on the position of the Group.

Supplementary disclosures on the separate financial statements of Voltatron AG prepared in accordance with the German Commercial Code are disclosed in the sections "Results of Operations of Voltatron AG", "Financial Position of Voltatron AG" and "Net Assets of Voltatron AG".

This combined management report has been prepared in accordance with the provisions of German Accounting Standard No. 20 (DRS 20). The report describes both the position of the Group as a whole and that of Voltatron AG as a separate legal entity.

Unless stated otherwise, period related disclosures in this management report relate to the period from January 1, 2025 to December 31, 2025 (the "reporting period") and point in time disclosures refer to December 31, 2025 (the "reporting date"). Quantitative information is commercially rounded. As this rounding method is not summation preserving, individual amounts may not add up exactly to the totals presented. Negative figures are shown in parentheses.

Organizational and Legal Structure

Voltatron AG is domiciled in Fürth, Germany, and is registered with the commercial register of the Local Court (Amtsgericht) of Fürth under registration number HRB 22157.

The Company is a stock corporation (Aktiengesellschaft) incorporated under German law. The shares of Voltatron AG are admitted to trading on the Regulated Market of the Frankfurt Stock Exchange with additional post admission obligations (Prime Standard; WKN: A2E4LE).

Chart: Group Structure as of December 31, 2025

Annual Report 2025

In fiscal year 2025, the Company changed its corporate name (formerly: Voltabox AG). The corporate governance structure of Voltatron AG follows the dualistic system prescribed for German stock corporations and comprises the Management Board and the Supervisory Board. Since February 10, 2025, the Management Board has consisted of two members and is responsible for the operational management and strategic direction of the Company. The Supervisory Board appoints, advises and monitors the Management Board and currently consists of three members in accordance with the Company's Articles of Association.

Business Activities

The Voltatron Group is a technology company specializing in the development and production of electronic solutions for industrial applications, particularly control and power electronics systems for batteries and energy storage. The company's business activities currently focus on production services – specifically, Electronic Manufacturing Services (EMS) – which are used in various industrial sectors. These services are consolidated within the Voltatronics segment.

Voltatron's core competence lies in the high-quality manufacturing of assemblies and complete devices. To this end, the production site in Zwönitz is equipped with state-of-the-art machinery and facilities that enable efficient, flexible, and scalable series production. This manufacturing expertise is complemented by comprehensive process and quality management systems that ensure consistently high product quality and compliance with customer-specific requirements. Following the acquisition of KOMITEC electronics GmbH on January 8, 2026, the Group has significantly expanded its production network. Further details can be found in the "Supplementary Statement" section at the end of the Management Report or in the "Events After the Balance Sheet Date" section (Note 4.8 to the Consolidated Financial Statements).

The Group's current service portfolio in the Voltatronics segment covers the entire value chain of electronic contract manufacturing. This ranges from the procurement and scheduling of electronic components, through printed circuit board assembly (SMT/THT), assembly and testing services, to final assembly and logistics. Depending on the specific customer requirements, Voltatron offers both the implementation of specific services and comprehensive support from development through to production.

As part of its strategic development, the Voltatron Group has initially focused on establishing and expanding its EMS business. The gradual increase in operational, vertical depth of value creation and, consequently, the broadening of the customer base are at the center of the strategic development of the Voltatronics segment.

EKM Elektronik GmbH, Zwönitz, ("EKM") served as the Voltatron Group's central operational production hub during the 2025 reporting year. At its Zwönitz site, EKM operates a state-of-the-art machine and equipment park with over 120 employees for the manufacture of assemblies and devices – ranging from sample and prototype production to small and medium-volume series and large-scale production. In addition to actual production, the range of services includes material procurement, development, and comprehensive inspection and testing processes. On March 6, 2025, the conditions for closing were met. The transaction was completed on March 10, 2025.

Annual Report 2025

Chart: Excerpt from the service portfolio of the Group's operating units, as of December 31, 2025

GMS Electronic	GMS Electronic	GMS Electronic
### 01 Vertrieb

Hohe Kundenorientierung und langfristige Partnerschaften
Starkes Verständnis von Kundenbedürfnissen
Umfassende Branchenerfahrung und starkes Netzwerk | ### 02 Projektmanagement, Entwicklung & Prototyping
Projektmanagement (End-to-End-Kundenbetreuung)
Überprüfung des Design-for-Manufacturing (DFX)
Schnelle Prototypenentwicklung mit definierten Testkonzepten von Anfang an
Integration von Embedded-/IoT-Optionen (u. a. sichere Konnektivität) | ### 03 Beschaffungs- & Lagermanagement
Fachgerechte Beschaffung: professioneller und effizienter Einkauf von Bauteilen, Leiterplatten und mechanischen Komponenten
Allokation und Obsoleszenzmanagement
Second Sourcing und Optimierung von Kosten und Vorlaufzeiten
Lagerhaltung und Materialdisposition
Weltweites Zuliefernetz mit etablierten Ansprechpartnern |
| ### 04 Produktion
Materialeinkaufsunterstützung
Prototypenfertigung über mittlere Serien bis hin zur Großserie
Fertigung von elektronischen Baugruppen bis hin zu kompletten Geräten
Vollständige Rückverfolgbarkeit
Wasch- und Beschichtungsprozess
Automatische PCB-Separation
Entwicklung von Prüfständen
Vakuum-Dampfphasenlöten
3D-Röntgen, 3D-CT, 3D-Laminographie
Flexible Inline- und Insellösungen | ### 05 Logistik (Auslieferung)
Umfassende logistische Unterstützung
Weltweites Versandnetzwerk
Verlässliche Lieferleistung durch koordiniertes Supply-Chain-Management & Lagerhaltung | ### 06 After-Sales / Service
Nachbearbeitung/Reparatur, Produktaktualisierungen, dokumentierte Konfigurationskontrolle
Langfristige Teileverfügbarkeit und Obsoleszenzmanagement
Kontinuierliche Verbesserung durch ständigen Austausch auf Lieferanten- und Kundenseite |

The Group's subsidiary in Germany, which specializes in manufacturing services, is complemented by GMS Electronic Vertriebs GmbH, Jockgrim ("GMS"). GMS is a specialized distribution partner in the electronics market and has approximately 30 years of experience in the electronics industry. With a team of about 20 employees, GMS focuses on the sales of electronic components and systems for applications in industry, medical technology, event technology (audio & lighting), and other technology-driven fields. In close cooperation with the manufacturing companies of the Voltatron Group, GMS handles not only sales and distribution but also project-related tasks such as project management, materials management, and quality management. The effective date of the Voltatron Group's acquisition of a controlling interest in GMS is July 29, 2025.

Further information regarding the expansion of the Voltatron Group through the acquisition of KOMITEC electronics GmbH, Zwönitz, and the newly established VEMCOM Solutions GmbH, Fürth, can be found in the "Supplementary Report" section at the end of the Management Report or in the "Events After the Balance Sheet Date" (Note 4.8 to the Consolidated Financial Statements), as these transactions were completed after the balance sheet date.

In addition to the Voltatronics business segment described in detail above, the Voltatron Group is divided into two further segments: Voltastore and Voltamobil. Until the sale of all assets attributable to business activities in the high-voltage battery systems sector as part of an asset deal effective March 31, 2025, the Group offered services in the Voltamobil segment, including project planning, consulting, and the design of customer-specific high-voltage battery systems for industrial applications. The business activities, assets, and liabilities allocated to this segment have subsequently been classified in accordance with Section 315e of the German Commercial Code in conjunction with IFRS 5.

Through its Voltastore division, the Group most recently conducted business activities in the areas of planning, project management, and installation of turnkey photovoltaic systems via GreenCluster GmbH. Following the decision regarding the Group's strategic direction, the Management Board resolved to put an end to the ongoing losses arising from these business activities. By the end of May 2025, the Group had ceased the business operations of GreenCluster GmbH and, in the process, completed all outstanding projects during the reporting year. GreenCluster GmbH is currently no longer engaged in any commercial activities; the previously existing loss situation in this area

Annual Report 2025

has been successfully halted through the reduction of operating costs. Consequently, Voltatron has classified this segment as a discontinued operation within the meaning of Section 315e of the German Commercial Code in conjunction with IFRS 5. In the future, the Group will assess whether resuming business activities in this segment makes strategic sense.

In addition, Voltatron sold its 4.5% stake in ForkOn GmbH at the beginning of the second quarter with no impact on earnings. Accordingly, this former financial investment is classified in the 2025 consolidated financial statements as a discontinued operation within the meaning of Section 315e of the German Commercial Code in conjunction with IFRS 5.

As of December 31, 2025, due to the continued classification of the Voltastore segment and the divested business activities in the high-voltage battery systems sector (formerly part of the Voltamobil segment) as discontinued operations, the Voltatron Group reports only the Voltatronics segment as a continuing operation.

Markets and Customers

Through its Voltatronics division, the Voltatron Group primarily serves customers whose applications are used in industrial, technology-driven markets. These include, in particular, manufacturers and suppliers of industrial batteries and energy storage systems. Other key focus areas in the reporting year were industrial electronics & automation, the Internet of Things (IoT) & displays, electrical engineering, event & audio technology, and medical technology. In addition, the customer base includes companies from the consumer markets sector. Voltatron positions itself across these sectors as a flexible and solution-oriented partner for small and medium-sized production runs as well as for complex, sophisticated products. For customers, geographical proximity and the available production resources in Germany, as well as the Voltatron Group's high quality standards, are often decisive factors in establishing a long-term partnership.

Chart: Revenue Breakdown by Market for Fiscal Year 2025

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Strategy

The Voltatron Group's corporate strategy has been further refined as part of the restructuring measures implemented starting in February 2025. Following the acquisition of EKM Elektronik GmbH, the divestiture of business activities in the high-voltage battery systems segment, and the discontinuation of the loss-making business with complete photovoltaic systems, the Group has, for the time being, shifted its strategic focus primarily to the Electronic Manufacturing Services ("EMS") segment, with a particular emphasis on industrial applications such as batteries and energy storage.

The global EMS market is undergoing a sustained process of growth, transformation, and consolidation. Drivers include the increasing automation of industrial processes, rising demands for quality and delivery reliability, and the ongoing digitalization of industrial products. The German EMS market is benefiting primarily from recent heightened uncertainty in global supply chains and, at times, artificially induced material shortages resulting from geopolitical trade and customs conflicts, coupled with increasing protectionism by individual nations.

In this environment, the Voltatron Group offers tailored solutions for industrial customers through its steadily expanding EMS portfolio. With locations primarily in Germany and throughout Central Europe, the Voltatron Group operates with a particular focus on the DACH region. By focusing on high-quality manufacturing, flexible production capacities, and integrated value creation, Voltatron ensures that customers can reliably source both individual components and complex electronic systems.

Based on these conditions, Voltatron aims to actively consolidate the EMS market over the next 3 to 5 years, rapidly expand its market share, and establish strategic partnerships. Through the acquisitions completed during the reporting year, the Group has already partially achieved this goal. The extent to which this initiative can be further advanced in the future depends in particular on the Group's financing capacity and available financial resources. Furthermore, the identification of suitable target companies is a key criterion for implementing the strategy. Notwithstanding this, the Management Board intends to consistently pursue the buy-and-build strategy while simultaneously further expanding the company's organic growth. In this context, the Group is pursuing a diversification of its customer base to make revenue volumes more resilient to industry-specific factors. Initial measures were initiated in the reporting year and are to be further intensified in fiscal year 2026.

The strategic goal of the business activities in the Voltatronics segment is to become one of the leading providers in the German EMS market in the short to medium term through organic and inorganic growth. Building on this, Voltatron aims to rise to the top 10 EMS providers in Germany. Management estimates that this will require revenue exceeding €100 million. Based on the revenue forecast for fiscal year 2026, the current progress toward this goal is still less than 50%. At the same time, operational excellence is to be continuously and purposefully expanded through optimized production processes, quality management, and efficient logistics. High manufacturing expertise, short response times, and a strict focus on quality, reliability, and customer orientation form the foundation for achieving the desired market position and a corresponding reputation.

The Voltatron Group's geographic focus offers customers - particularly in Europe - the opportunity to reduce their reliance on Asian suppliers and thereby mitigate the risk of supply chain disruptions. Voltatron is also gradually expanding its range of services to best meet customer requirements regarding production-oriented electronics design (Design for Manufacturing and Design for Test), the definition of test concepts and prototypes, and the rapid transition of new products to series production. As part of the development and expansion of a comprehensive service portfolio to address new customer groups, the Group aims to expand its sales markets geographically in the short to medium term.

Annual Report 2025

The further development of the business model – specifically, the integration of upstream development and industrialization services to complement the core focus on series production – is a key aspect of the Voltatronics division's strategic agenda.

The Voltatron Group pursues a buy-and-build strategy that combines organic growth with targeted acquisitions. Growth from existing business is primarily generated through the expansion of the customer portfolio, the optimization of the production network, and the vertical expansion of value creation.

A central component of the Group's strategy is securing and expanding market access and the corresponding expertise. Accordingly, as part of its M&A growth strategy, the Management Board places great emphasis on convincing the management of target companies of the Voltatron Group's growth and development strategy and integrating them into the company's development for as long as possible. To this end, Voltatron prefers to use mixed contributions-in-kind for acquisitions and acquires target companies by paying a cash component and issuing newly created Voltatron shares to the sellers as part of capital increases.

The Management Board assesses the degree to which the strategic goals set for the 2025 fiscal year were achieved as very high. The key milestones achieved during the reporting year include, in particular:

financial stabilization of the Group,
successful completion of the acquisitions of EKM and GMS,
shutdown of the loss-making operations of GreenCluster GmbH,
divestment of non-strategic business activities and investments (asset deal for high-voltage battery systems and financial stake in ForkOn GmbH),
rebranding of the company, including a change of name and relocation of headquarters, as well as
preparation of a further M&A transaction, which was implemented after the reporting date in January 2026 (KOMITEC electronics GmbH; see the "Supplementary Statement" section or the "Events after the Reporting Date" section of the notes (Note 4.8 to the Consolidated Financial Statements)).

Shareholder Structure

As of the balance sheet date, the major shareholders of Voltatron AG are JIAOGULAN Holding AG ("JIAOGULAN"), which holds approximately 26% of the company's share capital. In addition, Geraer Batterie-Dienst GmbH ("GBD") held approximately 23% of the company's share capital at that time. Other major shareholders of Voltatron AG include FAS Vermögensverwaltung GmbH with approximately 6%, Gebhart Holding GmbH with approximately 6%, and EW-Trade AG with approximately 4% of the voting rights.

Annual Report 2025

Chart: Shareholder Structure as of December 31, 2025

Free Float	34,04 %
JIAOGULAN Holding AG	26,34 %
Geraer Batterie-Dienst GmbH	23,06 %
FAS Vermögensverwaltung GmbH	6,30 %
Gebhart Holding GmbH	5,92 %
EW-Trade AG	4,34 %

The remaining approximately 35% of Voltatron AG's outstanding shares are classified as free float.

Investments

The Voltatron Group comprises Voltatron AG as the parent company and its subsidiaries. As of December 31, 2025, the scope of consolidation included, in addition to Voltatron AG, EKM Elektronik GmbH, Zwönitz; GMS Electronic Vertriebs GmbH, Jockgrim; GreenCluster GmbH, Lichtenau; and Voltatron Real Estate GmbH, Fürth. As of the balance sheet date, Voltatron AG held a 100% stake in all of these companies. In fiscal year 2025, Voltatron AG acquired the remaining 20% of the shares in GreenCluster GmbH held by the former managing director of that company. GreenCluster GmbH is currently not engaged in any operational activities.

As of the balance sheet date of the previous year, Voltatron AG held a 4.5% stake in ForkOn GmbH (Haltern am See), a provider of fleet management software for intralogistics applications. In the second quarter of 2025, the Management Board of Voltatron AG sold its entire stake in ForkOn GmbH, Haltern am See.

For transactions relevant to the scope of consolidation that occurred after the balance sheet date, please refer to the reporting in the "Subsequent Events" section at the end of the Management Report or to the "Events After the Balance Sheet Date" section in the Notes to the Consolidated Financial Statements.

Table: Scope of Consolidation as of December 31, 2025

Company Name	Headquarter	Size of the shareholding
Voltatron AG	Fürth	Parent Company
EKM Elektronik GmbH	Zwönitz	100%
GMS Electronic Vertriebs GmbH	Jockgrim	100%
GreenCluster GmbH	Lichtenau	100%
Voltatron Real Estate GmbH	Fürth	100%

Annual Report 2025

Purchasing, Production, and Quality Management

Ensuring a reliable, continuous supply of components for processing and the parts necessary for manufacturing end products is a top priority for the Voltatron Group. Furthermore, as part of its ongoing M&A strategy and the integration of acquired companies, the company aims to leverage synergies in the area of joint procurement in the future. At the same time, the flexibility and say of the individual production sites in the selection of suppliers and the assessment of quality characteristics are to be preserved. The high flexibility of individual production companies within the Group sometimes requires short response times to fulfill customer orders. A quality management system in accordance with DIN EN ISO 9001, which extends across the entire Group, forms the basis for this.

Research and Development

Through its subsidiaries, Voltatron AG engages exclusively in development activities and projects on behalf of customers. The Group did not conduct any in-house research and development activities during the reporting year. In the prior year, the Group had been working in collaboration with an external development service provider on a multi-year project to develop a high-voltage battery management system (in 2024: €1.4 million in advance payments were made). At the end of the first quarter of 2025, the Group sold its business activities related to the development, production, and distribution of high-voltage battery systems – which were consolidated within the Voltamobil division – to a third party. This asset deal also included the transfer of the intangible assets attributable to these activities. No payments were made to the external service provider in this regard during the reporting year.

Control System

The management system is used to monitor the implementation of the corporate strategy.

The performance indicators for profitability and growth used by the Voltatron Group form the basis for operational and strategic management decisions. These performance indicators are used, in particular, to set goals for the company's development and to measure its success in a transparent manner.

The Voltatron Group has adjusted its key financial metrics used to manage the organization compared to the previous year. Until now, the Group has used consolidated revenue and the EBITDA margin as financial performance indicators. Starting in fiscal year 2026, the Group will now use consolidated revenue, the operating gross margin, the EBITDA margin adjusted for purchase price allocation effects, and the EBT margin adjusted for purchase price allocation effects as financial performance indicators. Earnings per share, free cash flow, equity, the equity ratio, the debt-to-equity ratio, as well as operating cash flow and free cash flow are also considered key performance indicators, but are not used for primary management purposes. Voltatron AG's key performance indicator at the company level is net income.

The company has a planning and control system that covers all critical aspects of planning and managing the company's development. Group Controlling monitors the Group's operational performance. The reports include, among other things, ongoing monitoring of monthly and annual plans to manage the Group and its segments. The corresponding reports document any deviations from planned figures in a target-actual comparison and thus form the basis for business decisions.

Annual Report 2025

For information on the performance of key performance indicators in fiscal year 2025 and the outlook, please refer to the outlook report, which is included in this management report.

The Management Board reports regularly to the Supervisory Board on this matter. The management and supervisory bodies of Voltatron AG thus have a comprehensive and up-to-date overview of current business progress at all times.

In this context, the Management Board continuously analyzes business performance, regularly compares the strategy with actual business performance, and, in consultation with the Supervisory Board, adjusts the strategy as necessary in an appropriate manner in accordance with the countercurrent principle.

Financial Performance Indicators

The Management Board uses defined key performance indicators to measure the financial success of the operational implementation of its corporate strategy. The management system takes into account the nature and/or magnitude of one-time or extraordinary effects on the performance indicators.

Following the further development of the Group's corporate strategy approved in February 2025, the implementation of complementary business models, and the expansion of business segments, the Management Board has reviewed and adjusted the performance metrics. Going forward, the Management Board will use the following key performance indicators, agreed upon with the Supervisory Board, as its central targets and performance metrics:

Group revenue
Operating gross margin
Adjusted EBITDA margin (+ EBITDA margin¹)
Adjusted EBT margin (+ EBT margin under IFRS)

Due to the Group's dynamic business performance, some financial performance indicators are presented within a range.

Group Revenue

Voltatron's consolidated revenue consists of the proceeds generated from the sale of products to external business partners and customers. This includes all revenue from operating business activities realized during the reporting period.

Internal service transfers within the Group – for example, between subsidiaries or business units – are eliminated during consolidation, so that only revenue from business relationships with external third parties is included in the consolidated statement of income.

Operating Gross Margin

Operating gross profit refers to the absolute amount remaining after deducting direct material costs from revenue, and thus represents the financial basis for covering operating overhead costs and generating profit. The operating gross profit margin compares this operating gross profit to revenue and measures the relative portion of revenue that remains with the Group from its core

¹ EBIT gem. IFRS bereinigt um planmäßige Abschreibungen und Wertminderungen sowie Wertaufholungen auf Sachanlagen und immaterielle Vermögenswerte aus Kaufpreisallokationenbereinigten operativen Ergebnis im Verhältnis zum Konzernumsatz.

Annual Report 2025

operating business. The operating gross profit margin reflects the profitability of the core operating business, as it reflects both pricing and the efficiency of service delivery.

The operating gross margin is particularly suitable as a financial performance indicator because it is largely independent of a company's specific financing, tax, and depreciation structures, thereby enabling a comparable assessment of operating performance across time periods and within the industry. This metric serves as a key performance indicator for management, as changes allow for early insights into cost trends, product mix effects, and factors driving operational improvements or burdens.

EBITDA Margin and Adjusted EBITDA Margin

The EBITDA margin is a key financial metric used to assess the Voltatron Group's operating profitability. It represents the proportion of earnings before interest, taxes, depreciation, and amortization (EBITDA) relative to consolidated revenue and serves as an important indicator of the company's profitability.

EBITDA is calculated by adjusting net income to exclude the following factors:

Income taxes
Financial income
Depreciation and amortization
Impairment losses and reversals on current assets
Impairment losses and reversals on property, plant, and equipment and intangible assets
Impairment loss on goodwill

The EBITDA margin thus corresponds to operating profit (EBIT) – adjusted for scheduled depreciation and amortization, impairment losses, and reversals of impairment losses on property, plant, and equipment and intangible assets – as a percentage of consolidated revenue.

By adjusting for depreciation and amortization of property, plant, and equipment and intangible assets, the EBITDA margin enables an objective comparison of earnings performance across different periods and shows the extent to which the company generates profits or losses from its operating activities.

EBITDA and the operating gross margin are not performance metrics defined in the IFRS standards. The Group's definition of EBITDA and the operating gross margin may not be comparable to similarly named performance metrics and disclosures of other companies.

Under IFRS, business combinations – particularly as a result of purchase price allocation ("PPA") in accordance with IFRS 3 – regularly lead to valuation-induced effects in the consolidated income statement that do not result from the Group's original operating performance, but rather from the mandatory initial measurement of identifiable assets and liabilities at fair value and the resulting periodic subsequent measurements (in particular, depreciation/amortization and inventory step-ups).

Annual Report 2025

Against this backdrop, the Voltatron Group uses Alternative Performance Measures ("APM") - specifically the adjusted EBITDA margin - in addition to IFRS metrics to clearly illustrate economic performance as an indicator and key metric of the development of operating profitability (particularly to ensure comparability across acquisitions).

The adjusted EBITDA margin is based on EBITDA calculated in accordance with Voltatron's definition, which is further adjusted for valuation-induced earnings effects from business combinations under IFRS 3 resulting exclusively from purchase price allocations, provided these are non-cash in nature and do not distort the comparability of operating performance between reporting periods and within the scope of consolidation. The ratio of the adjusted EBITDA calculated in this manner to consolidated revenue reflects the adjusted EBITDA margin.

EBT Margin and Adjusted EBT Margin

The adjusted EBT margin is calculated as EBT (earnings before taxes) divided by consolidated revenue. Similar to adjusted EBITDA, the calculation of the adjusted EBT margin eliminates effects that could distort the presentation of operating performance.

Unlike adjusted EBITDA, which by definition is calculated before depreciation and amortization, the adjusted EBT margin does not involve the complete elimination of all depreciation and amortization, but rather an adjustment only for those amounts resulting from purchase price allocations in business combinations under IFRS 3 (so-called PPA amortization).

These effects are non-cash, solely valuation-driven, and are not related to the Group's operating activities. In contrast, other depreciation and amortization are considered part of the Group's operating performance and are therefore not adjusted.

The adjusted EBT margin thus represents an alternative performance measure (APM) that reflects earnings performance before income taxes, excluding acquisition-related, non-operating valuation effects.

Non-Financial Performance Indicators

The non-financial performance indicators are intended to supplement the financial performance indicators with qualitative and structural aspects. The non-financial performance indicators enable a comprehensive assessment of the Group's performance; however, they are not currently used as key performance indicators. The performance indicators used in the previous year in the area of "Quality and Environment" will no longer serve as non-financial performance indicators until further notice. Going forward, the Group will use the non-financial performance indicator "Employees."

Employees

The Management Board views key personnel metrics as playing a supportive role in corporate management. In particular, they serve to identify trends in headcount, employee retention, and skill levels at an early stage and to derive appropriate measures to ensure long-term competitiveness. These metrics reflect the central importance of employees for operational performance, the successful integration of acquired companies, and the sustainable implementation of the Group's growth strategy. These are not key performance indicators.

Within this framework, the workforce structure, workforce development, and cost trends are tracked. Key metrics include, in particular, headcount, full-time equivalents (FTEs), turnover rate, personnel expenses, the proportion of female employees, the proportion of female managers, and the average age of employees.

Annual Report 2025

This breakdown enables management, in particular, to assess the Group's organizational scaling and capacity development, workforce stability, progress in integration following M&A activities, the operational performance of the business units, as well as structural and demographic changes.

In particular, the turnover rate serves as an indicator of employee retention, the quality of integration, and the stability of the organization.

Personnel expenses and their composition (wage and salary costs, as well as social security contributions and pension expenses) enable ongoing monitoring of the cost structure, particularly in light of growth, the consolidation of newly acquired companies, and the sustainable maintenance of a competitive compensation structure.

As of December 31, 2025, the number of employees at the Voltatron Group increased by 122 to a total of 145 employees, primarily as a result of the implementation of the M&A strategy (December 31, 2024: 23 employees). The average number of employees in fiscal year 2025 was 121 (prior year: 32 employees). The full-time equivalent (FTE) as of the reporting date was 133.9 FTE (December 31, 2024: 20.0 FTE). On average, the Group employed 112.1 FTEs in the reporting year (prior year: 4.4 FTEs). The turnover rate (ratio of employee departures to the total number of employees in the reporting year) decreased to 9.1% (prior year: 42.5%).

The proportion of female employees increased to 63.5% in the reporting year due to the workforce structure of the companies included in the scope of consolidation (prior year: 21.7%).

The Group's personnel expenses amounted to €5.8 million in fiscal year 2025 (prior year: €2.3 million). Of this amount, €4.7 million (prior year: €2.1 million) was attributable to wages and salaries, while approximately €1.1 million (prior year: €0.2 million) was attributable to social security contributions and pension expenses. Personnel expenses for the continuing operations amounted to €5.4 million, consisting of €4.4 million for wages and salaries and €1.0 million for social security contributions and pension expenses.

Annual Report 2025

Economic Report

Macroeconomic Conditions in 2025

In 2025, the German economy barely emerged from a two-year period of contraction. According to calculations by the German Federal Statistical Office (Destatis), growth was minimal.² Destatis projects an increase in real gross domestic product (GDP) of around 0.2% compared to the previous year.

Although a slight recovery is now evident after two years of recession, the International Monetary Fund (IMF) notes that growth remains very fragile, as it is accompanied by persistent structural weaknesses, global uncertainties, and ongoing competition in export markets. However, the improved fiscal conditions resulting from the reform of the debt brake are viewed positively.³

On a quarterly basis, the economy showed slight fluctuations in 2025, with noticeable momentum from the export sector but continued subdued domestic demand.⁴

Industrial production remains a drag on the economy. Although the industrial sector stabilized by the end of 2025, key sectors such as manufacturing posted only modest growth, a trend attributed in part to protectionist measures and high U.S. import tariffs.⁵

Gross fixed capital formation showed mixed trends in 2025: On the one hand, there was a boost from government projects (infrastructure, defense); on the other hand, business investment in equipment and buildings remained relatively subdued – a result of persistently high financing costs and uncertainty surrounding global demand.⁶

Contradictory trends were also evident in foreign trade: While Germany's exports to the U.S. (-8%) and to China (-12%) declined exceptionally sharply due to the Trump administration's aggressive tariff policy, exports to Europe rose by 3%. Overall, European export partners now account for nearly 70% of all German exports.⁷

The inflation rate remained relatively low in 2025, approaching the European Central Bank's target of around 2%. For the year as a whole, the Harmonized Index of Consumer Prices (HICP) averaged 2.3%, driven by moderate energy prices and subdued price pressures in the services sector. The annual inflation rate, or core inflation (excluding energy and food), remained moderate at 2.8% and has eased compared to previous years, which is attributed to continued subdued domestic demand and the impact of restrictive monetary policy.⁸

The ifo Business Climate Index has barely changed over the course of 2025, rising by only about 2.8 points. This amounts to virtually no change. The index thus remained below the long-term average, suggesting that subdued business sentiment has taken hold for the time being. While the business situation remained virtually unchanged compared to the start of the year at -0.4 points, the outlook brightened slightly as expectations rose by 5.9 points.⁹

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2 https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26_017_811.html
3 https://www.imf.org/en/news/articles/2025/11/26/mcs-112625-germany-staff-concluding-statement-of-the-2025-article-iv-mission
4 https://www.destatis.de/DE/Themen/Wirtschaft/Volkswirtschaftliche-Gesamtrechnungen-Inlandsprodukt/Tabellen/bruttoinlandsprodukt-viertel-jahr-bip.html
5 https://publikationen.bundesbank.de/publikationen-de/berichte-studien/monatsberichte/monatsbericht-januar-2026-973956?article=kurzbericht-konjunkturlage-973958
6 https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26_017_811.html
7 Vgl. https://www.iwkoeln.de/fileadmin/user_upload/Studien/Report/PDF/2025/IW-Report_2025-L%C3%A4nderexporte.pdf
8 https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26_019_611.html
9 https://www.ifo.de/pressemitteilung/2025-12-04/geschaeftsklima-stagnierte-2025

By international standards, the German economy, with its 0.2% growth rate, lags behind many other economies. While global growth was estimated at 3.3%, the U.S. stood out with 2.1% growth and the eurozone as a whole with a 1.4% increase in economic output, even though geopolitical risks, protectionism, and trade conflicts continued to have a dampening effect. Spain, in particular, demonstrated high productivity with growth of 2.9%.

Market Development 2025

The market for Electronic Manufacturing Services (EMS) continued its long-term growth trajectory in fiscal year 2025, albeit under significantly more subdued conditions and facing considerable economic headwinds. According to market data from Global Growth Insights, the global EMS market reached a volume of approximately $555.7 billion in 2025.[11]

In the core market segment of the electrical and digital industry, which includes EMS services, the German Electrical and Electronic Manufacturers' Association (ZVEI) forecast moderate global growth of approximately 3% year-over-year for 2025, following a market volume of around €5,765 billion in 2024.[12]

Nevertheless, 2025 proved to be a challenging year for many EMS providers in Europe, and particularly in Germany. According to an industry survey conducted by EMS-Scout in mid-2025, 61% of the EMS companies surveyed reported a decline in revenue in the first half of 2025 compared to the previous year. For the second half of the year, 53% of respondents expected no improvement or a further deterioration in the business situation.[13] According to the 2025 Mid-Year Survey of the European EMS Industry conducted by the specialized market research firm in4ma, the outlook for EMS providers in Germany was similarly bleak: the market in Germany was projected to shrink by up to 5.9% in 2025. Only 34% of companies expected revenue growth in 2025.[14]

The ZVEI survey also underscores that, due to the current stagnation relative to international standards, the German EMS market will not exceed the volume of approximately €184 billion achieved in the previous year by 2025, and has thus recently shown little to no growth momentum.[15]

However, during the reporting year, the primary factors were domestic economic headwinds and the dynamic and highly unpredictable U.S. tariff policy, along with the resulting uncertainties. This is because the structural drivers for the EMS industry remain intact. This primarily includes the increasing outsourcing of assembly and manufacturing processes by OEMs, the continued rise in the share of electronics in automotive, industrial, and communications applications, and the technological shift toward more automated and digitized manufacturing processes. Furthermore, a trend has emerged in recent years to increasingly mitigate the risks associated with over-reliance on Chinese suppliers, driven by geopolitical developments and heightened dependencies.[16] The drive toward diversification is also being fueled by the supply chain disruptions that occurred last year, some of which were politically induced by China.[17]

Annual Report 2025

Geographically, the Asia-Pacific region remains by far the largest and most dynamic EMS production hub: In 2025, this region accounted for approximately 60% of the global EMS market volume, having grown by around 4% that year, according to the ZVEI. Europe and North America continue to play a role in the area of specialized EMS services, but are relatively less involved in high-volume production segments. Nevertheless, both markets grew by around 2% in the reporting year. Worth noting is the strong rise of the previously underdeveloped EMS market on the African continent. Here, volume growth amounts to a remarkable 6%.18

Business Performance

The 2025 fiscal year was entirely focused on the strategic development of the Voltatron Group. On February 10, 2025, a comprehensive framework agreement was signed covering both the sale of all shares held by Triathlon Holding GmbH to JIAOGULAN Holding AG ("JIAOGULAN"), Geraer Batterie-Dienst GmbH ("GBD"), and FAS Vermögensverwaltung GmbH ("FAS"), as well as the acquisition of 99% of the shares in EKM Elektronik GmbH ("EKM"), a provider of Electronic Manufacturing Services (EMS) – that is, specialized development and manufacturing services for electronic components – via a subordinated loan granted by GBD. The closing of the acquisition of EKM took place on March 10, 2025. Concurrent with the conclusion of the framework agreement, former Management Board member Patrick Zabel stepped down from the Management Board by mutual agreement with the Supervisory Board, and Martin Hartmann and Florian Seitz were appointed as new members of the company's Management Board.

The acquisition of an initial 99% of the shares in EKM marked the start of the implementation of a buy-and-build strategy aimed at aligning the Group's business model for sustainable profitability in growth markets. The company finally acquired the remaining 1% of the shares in EKM on August 18, 2025, from David Franke, Managing Director of EKM Elektronik GmbH.

Consequently, the Management Board decided to sell the high-voltage battery systems business – including development, project management, sales, and service – to Triathlon Batterien GmbH for €4 million. The high-voltage battery systems business most recently comprised the entirety of the activities in the Voltamobil segment.

Furthermore, the Management Board decided to halt the ongoing losses at the subsidiary Green-Cluster by discontinuing its business activities in the photovoltaic sector. These activities most recently comprised the entire Voltastore segment.

In addition, the financial interest in ForkOn GmbH, Haltern am See, was sold as part of a strategic divestiture for a purchase price of €96 thousand.

Following the inclusion of EKM in the scope of consolidation, the Group established the Voltatronics segment, in which business activities in the EMS sector are consolidated. In the other segments, Voltamobil and Voltastore, no value was added in the reporting year following the divestment and temporary shutdown measures described above.

In addition, other significant events influenced the Voltatron Group's business performance in fiscal year 2025. Following the launch of the buy-and-build agenda, the Management Board drove the rapid restructuring of the Group and its underlying organization. This included establishing structures and processes, a workforce and expertise strictly aligned with the Group's requirements, as well as central systems. The M&A strategy was simultaneously pursued with great intensity.

Annual Report 2025

With the acquisition of GMS Electronic Vertriebs GmbH on July 29, 2025, Voltatron expanded its vertical value chain to include resources in the sales sector. As a service provider, GMS handles, among other things, project management and the procurement of electronic components and related items such as printed circuit boards, mechanical parts, and enclosures for its customers. The acquisition of GMS has significantly expanded the Voltatron Group's market access. GMS's business activities were allocated to the Voltatronics segment. Taking into account the pro-rata consolidation of EKM and GMS, the Voltatronics segment reported revenue of €22.7 million in the reporting year. Segment EBITDA¹⁹ amounts to €2.1 million. Adjusted for amortization related to purchase price allocations, EBITDA amounts to €2.8 million.

The integration of the companies acquired in fiscal year 2025 represents a significant factor influencing the Group's business performance. The related measures relate in particular to the harmonization of processes and principles with the Group's central functions, including the IT landscape, accounting, and controlling. Thus, the legal and consulting costs recognized in the consolidated financial statements in connection with M&A activities amount to €250 thousand. This corresponds to approximately 38% of total legal and consulting costs. Further synergies between the subsidiaries are not expected until the future.

The persistently tense geopolitical situation in fiscal year 2025 had a noticeable indirect impact on the Voltatron Group. The high level of tension surrounding political conflicts, provocations, and the actual or threatened termination of partnerships led to increased uncertainty among both political actors and the business community. As a result, this environment weighed on economic sentiment and thus on the propensity to invest in the industrial sector, which indirectly affected order intake and project planning. This led to increased caution in investment decisions along the value chains, particularly among industrial customers. This manifested itself in prolonged decision-making and procurement processes as well as a generally more cautious trend in demand. Thus, in the Voltatronics business segment, the Group had originally expected a market recovery and an improvement in customer demand in the second half of the year.

Contrary to these expectations – particularly in light of global political, market, and economic developments – there was no noticeable increase in demand for EMS services. While individual application areas proved comparatively resilient, certain segments of automation and general industry in particular experienced subdued growth. Consequently, the market environment weighed on the Voltatron Group's business performance due to a lack of growth coupled with rising costs and higher customer demands.

Comparison of Actual versus Projected Business Performance

The Group has already taken into account the customer reluctance in the EMS sector that became apparent in 2025 when preparing its forecast for the Group for the 2025 fiscal year. Accordingly, the Management Board has decided to present the expected revenue volume and earnings level in the form of a range forecast. The forecast was announced and explained in connection with the publication of the 2024 Annual Report on April 29, 2025 (Forecast 1). Accordingly, at that time, the Management Board expected revenue of between €15 million and €20 million for the continuing operations – EKM was consolidated for the first time in early March – and EBITDA²⁰ of between €0 million and €1 million.

Following the acquisition of GMS on July 29, 2025, the Management Board has revised its forecast (Forecast 2). Against the backdrop of a market situation that remains characterized by low momen

¹⁹ For more information, see the definition in the "Financial Performance Indicators" section of the "Fundamentals of the Group"
²⁰ The Group used the EBITDA metric as an alternative performance measure (APM) in its forecast communications for the 2025 fiscal year. At that time, EBITDA was not a performance metric defined in the IFRS standards. The Group's definition of EBITDA (EBIT less scheduled depreciation, amortization, and write-downs on current assets, as well as write-downs and write-ups on property, plant, and equipment and intangible assets, and write-downs on goodwill) may not be comparable to similarly named performance metrics and disclosures from other companies.

Annual Report 2025

tum, the Management Board slightly narrowed the range while simultaneously raising the forecast range, assuming the first-time consolidation of GMS beginning in early August. Given the timing of the acquisitions and the dates on which control was assumed during the year, the revenue and earnings contributions of the acquired companies are only recognized on a pro rata basis.

At €22.9 million, the revenue from continuing operations reported in the consolidated financial statements falls slightly short of the lower end of the forecast by €87,000, reflecting the uncertainties in market developments. Similarly, EBITDA²¹ from continuing operations, at €1.1 million, is at the lower end of the forecast range.

In the Group's assessment, the trade and customs conflicts that intensified over the course of the year, as well as increased national protectionism, had at most a minor impact on Voltatron's business performance in fiscal year 2025. Even without significant direct exposure for Voltatron outside Europe, changes in the trade policy environment led to uncertainties in upstream supply chains and among international suppliers. Among other things, this affected the availability of certain intermediate products. At the same time, cost pressure along the value chains increased significantly. Rising prices for semiconductors, passive components, connectors, and printed circuit boards – driven, among other things, by volatile energy markets and higher raw material prices, as well as strong, apparently Al-induced demand in certain technology sectors – had an impact on pricing and cost certainty, which Voltatron successfully managed through forward-thinking management, early and transparent communication with suppliers and customers, and flexible control of operational activities. The revenue and earnings situation for the full year described above – particularly with regard to the shortfall in revenue forecasts, which the Management Board considers immaterial, and the EBITDA of continuing operations realized at the lower end of the forecast range – is, in the Group's view, primarily attributable to the economic policy disputes and trade conflicts outlined earlier. In light of these developments, the Group advanced and intensified its efforts to diversify its customer base during the reporting year.

Net Assets, Financial Position, and Earnings

Earnings of the Voltatron Group

In fiscal year 2025, the Voltatron Group recorded an extraordinary increase in revenue of approximately 332% to €24.3 million (prior year: €5.6 million) as a result of the implementation of the Management Board's strategic measures and two acquisitions. Due to comprehensive reorganization measures, the divestment of business activities in the high-voltage battery systems segment, and the discontinuation of the Group's former operations in the Photovoltaic systems segment, the Group's earnings situation has changed completely compared to the same period of the previous year. In the reporting year, consolidated EBITDA of €3.0 million (prior year: -€3.1 million) was generated. One-time effects from discontinued operations, particularly the proceeds from the sale of the high-voltage battery systems as part of the asset deal, contributed €1.8 million to earnings.

As a result of the depreciation and impairment charges related to purchase price allocations in connection with the two company acquisitions in the reporting year, the Group reported a break-even EBIT of €0.1 million (prior year: -€4.0 million).

Annual Report 2025

Earnings before taxes (EBT) for the entire Group amount to approximately €-0.7 million following increased financing expenses (prior year: €-4.1 million). Earnings per share for the entire Group, taking into account income taxes of €2.9 million, amount to €0.10 (prior year: -€0.20).

Table: Earnings performance of continuing and discontinued operations and reconciliation to the full Group

In €'000	Continuing operations	Discontinued operations	Group
Revenue	22,913	1,386	24,298
Other operating income	411	3,026	3,437
Increase or decrease in inventories of finished goods and work in progress	-1,640	-202	-1,843
Total revenue	21,684	4,209	25,893
Cost of materials	-12,322	-1,161	-13,482
Gross profit	9,362	3,048	12,410
of which: Impairments related to purchase price allocations on inventory	696		696
Gross profit (PPA adjusted)	10,057	3,048	13,106
Personnel expenses	-5,430	-402	-5,831
Other operating expenses	-2,801	-801	-3,603
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)	1,131	1,845	2,976
of which: Impairments related to purchase price allocations on inventory	696		696
PPA-adjusted EBITDA	1,826	1,845	3,672
Depreciation	-2,879	-44	-2,923
Earnings Before Interest and Taxes (EBIT)	-1,748	1,802	53
of which: Impairments related to purchase price allocations on inventory	696		696
of which: Depreciation and amortization related to purchase price allocations	2,313		2,313
EBIT PPA adjusted	1,260	1,802	3,062
Net financial income	-761	-31	-792
Earnings Before Taxes (EBT)	-2,509	1,770	-739
of which: Impairments related to purchase price allocations on inventory	696		696
of which: Depreciation and amortization related to purchase price allocations	2,313		2,313
EBT PPA adjusted	449	1,770	2,270

Earnings of the Voltatron Group's discontinued operations

The earnings performance of the discontinued operations is significantly influenced by the sale of the high-voltage battery systems business. The discontinued operations accounted for €1.4 million of consolidated revenue (prior year: €5.6 million).

Total revenue of €4.2 million (prior year: €5.6 million) is primarily attributable to other operating income of €3.0 million (prior year: €0.2 million). This figure includes proceeds from the sale of property, plant, and equipment (asset deal for the divestiture of business activities in the high-voltage battery systems segment) net of corresponding asset disposals of €2.0 million. Another positive one-time effect in this context is the release of provisions amounting to approximately €0.7 million. Other operating expenses of €0.8 million (prior year: €1.4 million) are attributable to the discontinued operations. These result primarily from costs associated with the winding down of the business model of the company GreenCluster (photovoltaic activities) as well as from expenses attributable to the divested high-voltage battery activities.

Based on the presented income and expense structure, the discontinued operations generated an EBITDA of €1.8 million (prior year: -€1.7 million), which is largely driven by the positive earnings effects from the sale of the high-voltage battery systems business.

Annual Report 2025

After immaterial depreciation and amortization of property, plant, and equipment and rights of use, as well as a slightly negative financial result, EBT also amounts to approximately €1.8 million (prior year: €-2.6 million).

Earnings of the Voltatron Group's continuing operations

The subsidiaries consolidated for the first time during the 2025 fiscal year are only included on a pro rata basis for accounting purposes. While EKM Elektronik GmbH has been included in the financial statements since March 2025, GMS Electronic Vertriebs GmbH was consolidated for the first time starting in August 2025.

Both companies essentially represent the Group's continuing operations and thus contribute almost entirely to its revenue of €22.9 million (prior year: €0 million). Impairment charges on finished and work-in-progress inventory related to contractual assets recognized following the acquisitions result in total revenue from continuing operations of €21.7 million (prior year: €0 million).

Taking into account the cost of materials for the continuing operations of €12.3 million (prior year: €0.0 million), this results in a gross profit of €9.4 million (prior year: €0.0 million). This corresponds to a gross profit margin of 40.9%. The corresponding cost of materials ratio (calculated as the ratio of cost of materials to revenue and change in inventory) amounts to 57.9%.

Personnel expenses for the continuing operations of €5.4 million (prior year: €0.4 million) account for approximately one-quarter of total revenue. The primary reason for the increase compared to personnel expenses in the previous year (approx. €0.4 million) is the first-time consolidation of EKM and GMS in the current fiscal year.

Other operating expenses for the continuing operations increased for the same reasons to €2.8 million (prior year: €1.0 million).

This results in an EBITDA of €1.1 million for the continuing operations (prior year: -€1.3 million), corresponding to an EBITDA margin of 4.9%.

Adjusted for impairment losses related to purchase price allocations on inventory (inventory step-ups), which were recognized in the amount of €0.7 million, adjusted EBITDA amounts to €1.8 million (margin: 8.0%).

Depreciation and amortization in continuing operations amounted to approximately €2.9 million (prior year: €0 million), of which approximately €0.6 million is attributable to operating depreciation and amortization at EKM and GMS. The accounting-related amortization effects from purchase price allocations (PPA) of €2.3 million have an extraordinary and significant impact.

As a result, EBIT from continuing operations amounted to €-1.7 million (prior year: €-1.3 million). The corresponding margin was -7.6%. Adjusted for the extraordinary impairment losses and the described depreciation effects from purchase price allocations, EBIT improves to approximately €1.3 million and the EBIT margin to 5.5%.

Earnings before taxes (EBT) from continuing operations amounted to €-2.5 million (prior year: €-1.4 million) and, in addition to the effects from purchase price allocations, was further impacted by financing expenses in the form of interest on loans granted to finance the growth strategy in the amount of approximately €0.8 million (prior year: €0.1 million). The margin accordingly amounts to -11.0%. Adjusted for the one-time depreciation and impairment effects from purchase price allocations, this results in a positive EBT of €0.5 million for the continuing operations (EBT margin: 2.4%).

Annual Report 2025

Taking into account income taxes and other taxes, the result after taxes for the continuing operations amounts to €0.2 million (prior year: €-1.5 million). The prior-year result for the continuing operations primarily corresponds to expenses for central functions related to the capital market listing, e.g., investor relations.

Net Assets of the Voltatron Group

The balance sheet structure of the Voltatron Group has changed significantly, primarily due to the acquisitions of EKM and GMS as part of the strategic development plan, the sale of the high-voltage battery business, the discontinuation of business activities in the photovoltaic sector, and significant adjustments to corporate financing.

Table: Financial Position of the Group

In €'000	12/31/2025	12/31/2024
Assets	48,124	5,720
Non-current assets	30,507	2,137
Current assets	17,616	3,583
Liabilities	48,124	5,720
Equity	3,014	-2,961
Non-current provisions and liabilities	41,100	155
Current provisions and liabilities	4,008	8,526

As a result, total assets increased eightfold as of the reporting date, rising to €48.1 million (December 31, 2024: €5.7 million). The M&A transactions involving the acquired assets, in conjunction with purchase price allocations, were the key drivers of this development. In particular, the disposal of intangible assets of approximately €1.9 million, which were allocated to the high-voltage battery systems business, had an offsetting effect. As part of the asset deal, a sale price of €4.0 million was achieved, thereby strengthening the Group's liquidity position. In addition to the goodwill of the acquired EKM Elektronik GmbH (€10.4 million) and GMS Electronic Vertriebs GmbH (€3.3 million) determined as part of the purchase price allocations, the intangible assets from purchase price allocations (comprising customer relationships, brand, technology, and order backlog), with a value of €10.6 million as of the balance sheet date, significantly influence the increase in non-current assets to €30.5 million (December 31, 2024: €2.1 million).

As a result of the inclusion of GMS Electronic Vertriebs GmbH in the Group, so-called "pre-existing relationships" (business relationships with EKM that existed prior to the initial consolidation of GMS) were recognized in the Group in connection with the purchase price allocation of EKM Elektronik GmbH. These amounted to approximately €1.8 million and are now reflected in the goodwill of GMS as part of the initial consolidation.

Also driven by the inclusion of the acquired companies in the scope of consolidation, property, plant, and equipment increased by €5.9 million to €6.1 million as of the balance sheet date (December 31, 2024: €0.2 million). These consist primarily of land, buildings, and technical equipment and machinery of EKM.

Current assets increased by €14.0 million to €17.6 million (December 31, 2024: €3.5 million). This development is primarily attributable to the acquisition of the two companies, EKM and GMS, which were included in the consolidation for the first time as of early March and early August, respectively. The Group's inventory amounted to €5.1 million as of the balance sheet date (December 31, 2024: €0.5 million). As of December 31, 2025, contractual assets resulting from revenue recognition under contracts with customers (IFRS 15) in connection with the consolidation of EKM and GMS amount to approximately €3.5 million. Furthermore, trade receivables also increased as a result of the acquisitions and amounted to €3.3 million as of the balance sheet date (December 31, 2024: €0.5 million). The structural changes resulting from the aforementioned acquisitions and divestitures, as well as measures related to the Group's operating activities, led to an increase in cash and cash equi

Annual Report 2025

valents to €4.4 million as of the balance sheet date (December 31, 2024: €2.1 million). During the reporting period, the Group used available financial resources to optimize its liability structure and thus repaid loans totaling approximately €9.1 million.

Non-current liabilities amounted to €41.1 million as of the reporting date (December 31, 2024: €0.2 million) and are primarily characterized by loans granted by related parties to finance corporate acquisitions totaling €37.7 million. As of the balance sheet date, these consisted of the subordinated loan for the acquisition of EKM (original amount: €28.6 million) and a loan to finance the cash component of the purchase price for the GMS shares (original amount: €11.3 million). In addition, a total of €0.5 million was drawn down from the credit lines granted. Following the partial repayment during the year mentioned above, non-current financial liabilities as of December 31, 2025, amount to €39.2 million (December 31, 2024: €0.0 million). In connection with the acquisitions of EKM and GMS, deferred tax liabilities of approximately €5.4 million were also recognized - primarily due to purchase price allocations. After offsetting against deferred tax assets, deferred tax liabilities of €1.3 million remain as of the balance sheet date.

Trade payables amounted to approximately €1.0 million as of the balance sheet date (December 31, 2024: €0.2 million) and increased during the reporting year, driven in particular by the first-time consolidation of EKM and GMS. Provisions totaling €1.2 million were recognized as of December 31, 2025 (December 31, 2024: €0.9 million). The amount as of the prior year's balance sheet date included provisions related to business activities in the high-voltage battery systems segment (€0.7 million), which were reversed in the first half of 2025 following the disposal of the corresponding assets. Furthermore, there are current liabilities from leases of €0.3 million (December 31, 2024: €0.1 million) and other current liabilities of €1.4 million (December 31, 2024: €0.4 million), which consist primarily of liabilities to employees (€0.5 million) and other items (€0.7 million).

The Voltatron Group's equity increased to €3.0 million as of the balance sheet date (December 31, 2024: -€3.0 million). Significant changes in the equity structure are attributable to the capital increase in kind carried out for the acquisition of GMS in the amount of approximately €1.3 million, as well as the capital reserve increased by €2.7 million in connection with this transaction. Offsetting this is a loss carryforward of €-43.7 million resulting from the Group's financial situation in previous years.

Taking into account existing loans from affiliated companies totaling €38.9 million, which have an equity-substituting character due to their subordination agreement, economic equity amounts to €41.9 million.

Financial Position of the Voltatron Group

Cash flow in fiscal year 2025 was particularly influenced by the effects of M&A activities, which - as previously described - included both divestitures (the ForkOn equity investment and the asset deal regarding business activities in the high-voltage battery systems segment) and acquisitions (EKM, GMS). Consolidated cash flow from operating activities improved by €4.8 million to €2.3 million during the reporting period (prior year: -€2.5 million), primarily resulting from effects due to the first-time consolidation of the operating companies EKM and GMS. In particular, the adjustment for impairment losses on non-current assets of €2.3 million resulting from purchase price allocations, as well as scheduled depreciation of €0.6 million (depreciation in the prior year: €6 thousand), had a positive effect. Negative effects included tax expense of €2.9 million, the gain from the disposal of property, plant, and equipment and financial assets in connection with the described asset deal for the sale of business activities in the high-voltage battery systems segment in the amount of €1.8 million, as well as other non-cash expenses totaling approximately €1.0 million.

The net negative consolidated cash flow from investing activities in the reporting year was primarily driven by the transactions carried out and decreased by approximately €0.5 million compared

Annual Report 2025

to the previous year (€-1.3 million) to €-1.8 million. Payments of €4.0 million for the acquisition of GMS were offset by cash and cash equivalents acquired in the amount of €6.0 million and proceeds from the disposal of property, plant, and equipment in connection with the high-voltage battery systems asset deal amounting to approximately €4.0 million.

Consolidated cash flow from financing activities decreased by €3.2 million compared to the previous year to €1.8 million (prior year: €5.0 million) and is characterized by outflows for repayments of financial loans totaling €9.2 million, as well as corresponding inflows from the raising of financial loans in connection with the acquisition of GMS totaling €11.8 million.

The cash-flow-related change in cash and cash equivalents amounted to €2.3 million. Cash and cash equivalents thus totaled approximately €4.4 million as of December 31, 2025 (December 31, 2024: €2.1 million). The credit line of €7.0 million is available to the Group almost in full – as of December 31, 2025, €0.5 million of this amount had been drawn down. Accordingly, free liquidity as of the balance sheet date amounts to approximately €10.9 million.

Financial Position of the Voltatron Group's Discontinued Operations

The reduced business activity of the discontinued operations in the reporting year resulted in a corresponding negative operating cash flow of €-0.1 million (prior year: €-2.5 million). This is primarily attributable to the sale of business activities in the high-voltage battery systems segment. The positive net income for the period of the discontinued operations resulting from the proceeds, amounting to €1.8 million, is offset in operating cash flow by disposals of property, plant, and equipment and financial assets totaling approximately €1.9 million.

Cash flow from investing activities of the discontinued operations is positive at €4.1 million, resulting from proceeds from the sale of property, plant, and equipment as part of the asset deal described above.

The repayment of remaining liabilities from leases represents the only significant movement in cash flow from financing activities of the discontinued operations, amounting to -€0.1 million.

Financial Position of the Voltatron Group's Continuing Operations

Cash flow from operating activities for continuing operations amounted to €2.4 million in the reporting period (prior year: €1.6 million). Significant adjusted non-cash effects resulted from amortization of long-term assets of €2.3 million due to purchase price allocations, as well as scheduled depreciation of €0.6 million (depreciation in the prior year: €6 thousand). Similarly, the reduction in inventories of €3.3 million (prior year: €0 million) had a positive impact on operating cash flow from continuing operations. This was offset by the decrease in trade payables of €1.6 million (prior year: €0.3 million) at the level of the operating subsidiaries, as well as the adjustment of non-cash tax expense of €2.9 million against tax payments made in the amount of €1.3 million (prior year: €8 thousand).

While the cash and cash equivalents acquired as a result of the acquisitions amounted to approximately €6.0 million (reported in the cash flow statement as "Cash and cash equivalents acquired as part of the business acquisition"), the Voltatron Group paid out approximately €11.3 million as a cash component as part of the GMS transaction. Consequently, this results in a negative cash flow from investing activities of €-5.9 million (prior year: €0.0 million).

Since the payments for the acquisition of EKM (€28.6 million) in the first half of the year were made via a shortened payment process and are classified as non-cash transactions, they are not included in cash flow from investing activities.

Annual Report 2025

The same applies to cash flow from financing activities of continuing operations, as the borrowing for the aforementioned purchase price (€28.6 million) was also arranged through an accelerated payment process. By contrast, the raising of loans granted by related parties and intended primarily to finance the GMS transaction, amounting to approximately €11.8 million, was conducted via conventional, i.e., cash-based, channels and thus represents a significant effect within the cash flow from financing activities of continuing operations during the reporting period. This is offset by payments for the repayment of financial loans in the context of optimizing the financing structure in the amount of €9.2 million. Overall, cash flow from financing activities thus amounts to €1.9 million (prior year: €5.1 million).

Overall Assessment of the Voltatron Group's Earnings, Net Assets and Financial Position

In fiscal year 2025, the Voltatron Group achieved fundamental stabilization as part of its strategic development. Through the divestiture of loss-making and no longer strategic business activities, as well as the targeted expansion of the Group via two acquisitions, the operational base was significantly broadened and aligned toward sustainable growth in the Electronic Manufacturing Services (EMS) sector. These measures are reflected both in the significantly increased business activity and in a fundamentally changed structure of assets, financing, and earnings. The electronics division should be understood as complementary to the Group's existing business activities. Core customers are located within the battery technology industry, where electronic components play a significant role in the technology segment.

Operationally, a noticeable improvement in economic performance is already evident in the first year following the implementation of the key stabilization and structural measures. The continuing operations generated a positive operating result, thereby demonstrating the fundamentally sound profitability of the refined strategy. However, earnings performance at the Group level in the reporting year is still influenced by one-time effects related to the corporate acquisitions, as well as by balance sheet-related write-downs from purchase price allocations, which temporarily weigh on the reported earnings.

The Group's asset and financial structure has also changed significantly as a result of the transactions. The integration of the acquired companies led to a significant expansion of the asset base and a substantial increase in operating resources. At the same time, the financing of the growth strategy was structured for the long term and primarily reflected through subordinated shareholder loans, which are economically similar to equity and provide the Group with a stable financial foundation for further development.

The Group's liquidity situation also improved during the reporting year. A significantly positive operating cash flow, along with additional cash inflows from divestments, led to a noticeable strengthening of available financial resources. In conjunction with existing, largely unused credit lines, the Group has sufficient liquidity reserves to support its operational business development and the continued implementation of its growth strategy.

Overall, the Management Board assesses the Voltatron Group's net assets, financial position, and results of operations as having stabilized significantly against the backdrop of the strategic development carried out in the reporting year and as being sustainable for future development. The structure created forms a solid foundation for driving forward the operational integration of the acquired companies and further expanding the Group's market position in the coming years.

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Earnings of Voltatron AG (Individual Financial Statements)

Voltatron AG, as the parent company with no contribution to operating value creation, reduced its revenue by €1.0 million to approximately €1.4 million in the reporting year (prior year: €2.4 million). Revenue resulted from sales of products in the battery and energy storage sector.

Other operating income amounted to approximately €4.4 million as a result of the sale of business activities in the high-voltage battery systems sector (prior year: €0.2 million).

Given the limited scope of our trading activities, cost of goods sold is virtually identical to revenue and amounts to €1.3 million (prior year: €1.9 million). Personnel expenses decreased to €0.8 million (prior year: €1.3 million) as a result of comprehensive restructuring measures.

As part of the professionalization and reorganization efforts, other operating expenses rose significantly to €2.5 million (prior year: €1.7 million) – the main cost drivers in this context were legal and consulting fees, as well as the implementation of new systems and software solutions.

The profit transfer agreements concluded in the reporting year with EKM and GMS, the companies acquired during the fiscal year, resulted in corresponding income of €2.5 million for the first time. Consequently, Voltatron AG generated a net income of €2.6 million in the reporting year (prior year: -€4.5 million).

Net Assets of Voltatron AG (Individual Financial Statements)

Voltatron AG's total assets in the individual financial statements as of December 31, 2025, amounted to €49.1 million (December 31, 2024: €8.0 million). Financial assets in the form of shares in the newly acquired companies EKM and GMS, amounting to €44.3 million (December 31, 2024: €0.1 million), account for approximately 90% of this total. Current assets of €4.6 million (December 31, 2024: €3.0 million) consist primarily of receivables from affiliated companies amounting to €4.1 million (December 31, 2024: €0.1 million).

Liabilities increased to €44.7 million (December 31, 2024: €7.1 million) as a result of loans granted for the company acquisitions in the reporting year. As a result of the capital increase and the corresponding allocation to the capital reserve, equity increased significantly. As of the balance sheet date, equity stood at €3.9 million, returning to a positive figure following the €3.0 million deficit not covered by equity in the previous year.

Financial Position of Voltatron AG (Individual Financial Statements)

Cash flow from operating activities improved slightly during the reporting period to €2.4 million (prior year: -€2.0 million). This development is primarily attributable to the €7.3 million increase in net income for the period (prior year: -€4.5 million). Offsetting this were primarily the increase in receivables by €3.7 million (prior year: decrease of €1.1 million) and the disposal of property, plant, and equipment and financial assets.

Cash flow from investing activities decreased by approximately €10 million to €-11.4 million in the reporting period (prior year: €-1.3 million). This was primarily due to payments for the cash component of the acquisition of GMS Electronic Vertriebs GmbH.

Cash flow from financing activities was positive in the reporting year at approximately €7.2 million (prior year: €5.1 million) as a result of inflows from the raising of financial loans totaling €16.8 million. At the same time, Voltatron AG repaid loans amounting to €9.1 million. As a result, cash and cash equivalents decreased by €1.8 million to €0.2 million as of the balance sheet date (December 31, 2024: €2.0 million).

Overall Assessment of the Earnings, Net Assets and Financial Position

Voltatron AG's financial performance in fiscal year 2025 was significantly shaped by the strategic restructuring initiated during the reporting year. As part of this transformation, the company has evolved from an operational entity into a strategic holding company whose economic performance will primarily be determined by its investments in the future. Accordingly, both the structure of the company's revenue sources and its asset and financing structure have undergone fundamental changes.

Voltatron AG's earnings situation clearly reflects this change. While revenue declined significantly as a result of the strategic measures, the company's earnings are now driven by income from investments. In the reporting year, profit transfers from the newly acquired subsidiaries, which became effective for the first time, contributed significantly to the positive earnings trend. At the same time, earnings were still influenced by expenses related to the strategic reorganization of the company. Overall, following the loss in the previous year, the company was able to achieve a clearly positive annual result again.

Voltatron AG's asset structure has also expanded considerably as a result of the acquisitions. The majority of assets consist of financial investments, which underscore the company's strategic role as a holding company.

The long-term subordinated loans form the basis for the implementation of the growth strategy. At the same time, the company's equity was significantly strengthened as a result of the capital measures implemented and is once again positive as of the balance sheet date.

Overall, the Management Board assesses Voltatron AG's net worth, financial position, and earnings situation as having improved significantly against the backdrop of the strategic transformation completed in fiscal year 2025. The company now has a clearly defined role as a group holding company, a strengthened equity base, and investments in operationally profitable subsidiaries that are expected to contribute significantly to future economic development. The Management Board thus believes that a solid foundation has been laid for the further development of Voltatron AG.

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Opportunities and Risks Report

Risk Management, Internal Control System, and Compliance Management System

Description of the Internal Control and Risk Management System

The Voltatron Group's internal control and risk management system (ICS/RMS) is an integral part of responsible corporate governance and is designed to support proper, reliable, and timely financial reporting, as well as to ensure compliance with the legal requirements and internal regulations relevant to the Group in connection with the accounting process.

The objective of the system is to prevent, through appropriate organizational, procedural, and technical measures, any risks that could pose a threat to the continued existence of Voltatron AG or to individual subsidiaries. The internal control and risk management system supports the Management Board in fulfilling its responsibilities, particularly with regard to whether the early risk detection system is generally suitable for identifying risks and developments that could endanger the Group at an early stage, so that appropriate countermeasures can be taken immediately.

The risk management system comprises measures that enable Voltatron to identify, assess, and monitor the key risks to the achievement of the company's objectives at an early stage.

Responsibilities and Oversight

The Management Board of Voltatron AG bears overall responsibility for the establishment, design, and further development of the internal control and risk management system.

The Audit Committee of the Supervisory Board is regularly informed about the key features of the system and its further development. As part of its monitoring duties, the Audit Committee focuses in particular on the financial reporting process and the internal control measures established for this purpose. In this regard, it is supported by the Management Board as well as by the employees entrusted with financial reporting and controlling tasks. The Audit Committee has the corresponding rights to information and disclosure.

Key Features of the Accounting-related Internal Control and Risk Management System

The internal control system with regard to the financial reporting process is designed such that the annual financial statements of Voltatron AG are prepared in accordance with the relevant provisions of the German Commercial Code and the German Stock Corporation Act. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as applicable in the European Union, as well as the commercial law provisions to be observed in addition pursuant to Section 315e (1) German Commercial Code.

The Group accounting process is organized centrally. The Group companies use standard market software for bookkeeping. Recurring and standardized business transactions, particularly in the areas of invoicing and payroll accounting, are processed in IT-supported systems that are connected to the respective accounting systems via defined interfaces. This system support helps reduce manual processing steps and the associated risk of errors.

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The key elements of the accounting-related internal control system include, in particular:

principles of segregation of duties and the dual-control principle for significant posting, approval, and closing transactions,
defined approval and documentation processes for significant business transactions,
multi-level, role-based approval processes for payment transactions,
Regulations governing the maintenance and modification of accounting-relevant master and transaction data,
Regular plausibility checks, reconciliations, and analyses as part of the financial statement preparation process.

Internal reporting is derived directly from the accounting system. The use of imputed figures or flat-rate allocations is largely avoided, so that the controlling system is based on the earnings figures determined in the accounting system.

To prepare the consolidated financial statements, the individual financial statements of the Group companies are converted into a uniform consolidated chart of accounts and consolidated centrally. At the Group level, completeness and plausibility checks of the reported financial statement data are performed, as well as analytical controls as part of the consolidation process.

For complex accounting and valuation issues, particularly in the IFRS context, external specialized consultants are engaged to provide support.

Risk Management with Regard to the Financial Reporting Process

The Voltatron Group's risk management system is designed to identify and assess risks that could significantly impact the financial reporting process. The identified risks are regularly analyzed and, if necessary, reported to the Management Board in aggregated form. On this basis, appropriate measures to mitigate risks are determined. Accounting-related risks include, in particular, valuation and estimation uncertainties, complex accounting issues under IFRS, and consolidation matters.

Further Development of the System

The Management Board regularly reviews the design of the internal control and risk management system with regard to the financial reporting process and continuously develops it further. The documentation, IT implementation, and integration process is ongoing, particularly in connection with the integration of newly acquired companies.

The systems described are designed to reduce the risks of an incorrect or incomplete presentation of the company's financial position, financial performance, and cash flows. However, like any internal control and risk management system, they cannot provide absolute assurance that such risks are completely eliminated.

Risk Management System

An effective, appropriately designed, and Group-wide risk and opportunity management system is an integral part of Voltatron AG's corporate governance structure and serves as a central instrument of corporate management. Given the nature of the Voltatron Group's business activities,

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taking on risks is fundamentally unavoidable and closely linked to the pursuit of strategic and operational objectives. Risk management therefore does not aim to eliminate all risks, but is designed to identify significant risks at an early stage, present them transparently, and actively manage them while taking into account the Group's risk-bearing capacity.

The objective of the Group-wide risk management system is to systematically identify, analyze, and assess potential events and developments that could significantly impair the Voltatron Group's financial position, net assets, and results of operations, or the achievement of its corporate objectives, and to mitigate them through appropriate control and monitoring measures. At the same time, integrated opportunity management forms the basis for systematically identifying opportunities arising from market, technological, and organizational developments and incorporating them into the strategic development of the Voltatron Group.

Structure of the Risk Organization and Design of the Risk Management Process

Voltatron AG's risk management system is uniformly structured across the Group and follows clearly defined principles, processes, and responsibilities. It is clearly anchored within the organization and integrated into the Group's existing management, planning, control, and monitoring processes. The design and further development of the system are coordinated between the Management Board and the Supervisory Board.

Overall responsibility for the risk management system lies with the Management Board of Voltatron AG. The Management Board is informed regularly and as needed about the risk situation of the company and the Group and, on this basis, assesses the adequacy and effectiveness of the system. The Supervisory Board is regularly informed about the material risks, their development, and the results of risk reporting and performs its monitoring function.

The methodological foundations of risk management – including risk definition, risk identification, assessment methodology, process steps, reporting formats, and organizational responsibilities – are documented in a Group-wide risk management manual. This ensures the uniform application of risk management methodology across all Group companies and central functions. Newly acquired companies are gradually integrated into the Group-wide risk management system following the completion of the respective integration phase.

Voltatron's risk management process encompasses the systematic identification, recording, analysis, and assessment of risks, as well as the derivation, implementation, and monitoring of appropriate risk control measures. The central tool is the Group-wide risk inventory, in which all material risks are recorded in a structured manner and regularly updated.

Operational responsibility for the identified risks lies with the designated risk owners in the Group companies and central functions of the Voltatron Group. These individuals are responsible for the ongoing monitoring of risks, the implementation of defined control measures, and the updating of risk assessments. The risk owners report to the central risk management function as part of the regular risk reporting process; this function consolidates and analyzes the reported risks and makes them available to the Management Board in aggregated form.

In addition to regular reporting, there is an obligation to report risks on an ad hoc basis if defined materiality or threshold values are exceeded. The uniform application of the risk management process across the Group ensures transparent, timely, and comparable reporting on the Voltatron Group's risk situation and supports forward-looking corporate management.

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Assessment System in the Early Risk Detection Process

Risks are categorized in accordance with the Voltatron Group's strategic and operational corporate objectives. This ensures that the risk management system operates in a goal-oriented manner and enables a consistent assessment of risks relevant to the company.

The individual risks identified in the areas under review must be assessed in terms of their significance. The assessment of risks must be based on the probability of occurrence and the potential extent of damage. To ensure a uniform assessment of risks across the Group and thus the comparability of results, risks must be assessed according to the following criteria:

The probability of a risk occurring is divided into the categories low, medium, high, and very high. The individual categories indicate the percentage probability with which a loss event is expected to occur within a two-year period.

Table: Classification of Risk Probability

Classification	Probability of a loss event (net impact) occurring in the next 2 years
Low	< 25%
Medium	>= 25 - < 50%
High	> 50 - < 75%
Very high	>= 75%

The potential loss amount indicates the extent of damage to be expected if the loss event occurs. A distinction is made between low, medium, high, and very high loss levels. If a risk occurs more than once within the two-year observation period, the loss amount must be multiplied by the frequency and then recorded cumulatively as a single loss event.

The loss amount of a risk is measured by its impact on the EBITDA of the respective company/ location.

Table: Classification of risk severity by EBIT impact

Classification
Low	< €100,000
Medium	>= €100,000 - < €250,000
High	>€250,000 - < €750,000
Very high	>€750 thousand

Risks assessed based on probability of occurrence and loss amount using the expected loss value are categorized into three classes: risks to be observed, risks to be monitored, and risks to be reported (material risks).

Expected loss value = Probability of occurrence × Loss amount

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The following risk matrix illustrates the assignment of risks to risk classes:

Probability of occurrence / Nature of risk
Very High >= 75%	D1	C1	B1	A1
High >= 50 - < 75%	D2	C2	B2	A2
Medium >= 25 < 50%	D3	C3	B3	A3
Low < 25%	D4	C4	B4	A4
	Low < 100	Medium >= 100 - < 250	High >= 250- < 750	Very High >= 750

Significance / Impact on EBIT in C'000

To assess the Group's overall risk exposure, the individual net risks are aggregated. Interdependencies and correlations between individual risks are currently not taken into account as risk-mitigating factors.

Presentation of Risk-bearing Capacity

Risk-bearing capacity describes the maximum level of risk that the Voltatron Group can bear without jeopardizing its continued existence. It depends in particular on the economic situation, profitability, asset and financial structure, and the ability to raise capital. Both economic and regulatory and business conditions are taken into account when determining risk-bearing capacity.

Risk-bearing capacity is compared with aggregated net risks. It is assumed that all risks have an impact on earnings and result in a reduction in EBITDA.

The analysis of risk-bearing capacity is based on available liquidity over a two-year horizon, which is derived from the underlying consolidated income statement for the subsequent years 2026 and 2027. On this basis, an assessment is made as to whether the identified and aggregated risks are covered by the existing risk-bearing capacity and whether the Group's continued existence is safeguarded.

Opportunity Management

Voltatron AG's opportunity management is an integral part of the Group-wide risk management system and serves to systematically identify, evaluate, and capitalize on opportunities arising from market, technological, and corporate developments. The goal is to identify positive deviations from corporate planning at an early stage and to translate them into sustainable economic success through appropriate strategic and operational measures.

The current macroeconomic situation in Germany and Europe continues to be characterized by economic caution, geopolitical uncertainties, and structural transformation processes. In the short term, these conditions are leading to subdued investment activity in certain sectors, but at the same time they open up opportunities for adaptable and financially stable companies. The Management Board of Voltatron AG therefore views the current economic phase not solely as a burden, but also as a strategic window of opportunity for internal development, increased efficiency, and targeted preparation for future growth.

Against this backdrop, the Voltatron Group consistently aligns its opportunity management with structural market trends. These include, in particular, the ongoing technological transformation in

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the electronics industry, the increasing share of electronics in industrial applications, the growing digitalization and connectivity (IoT), and the rising demand for specialized electronics solutions in the field of battery, energy, and storage systems. Similar to other publicly traded EMS companies, the Group pursues the goal of expanding value creation and strategically developing technological expertise.

Another key component of opportunity management is the active monitoring of the M&A market. The current economic situation is increasingly leading to succession scenarios, strategic realignments, and consolidation trends in the EMS industry. Voltatron sees this as an opportunity to expand its own service and customer portfolio, broaden its production base, complement its technological capabilities, and realize synergies in procurement, development, and manufacturing through selective acquisitions. Due to its comparatively high agility, the Group is able to promptly evaluate and implement such opportunities.

Voltatron's opportunity management is thus aligned with proven market practices of comparable publicly traded EMS companies, which view technological advancement, digitalization, efficiency gains, and strategic acquisitions as key levers for sustainable value creation. Opportunities are systematically identified, evaluated, and – where economically viable and strategically consistent – translated into concrete measures. Significant opportunities are incorporated into strategic planning and monitored as part of ongoing corporate management.

Risk and Opportunity Profile of the Voltatron Group

The following section outlines the Voltatron Group's key risk and opportunity areas. These reflect the Management Board's assessment as of December 31, 2025.

Risks

Market and Customer Risks

Market Environment

Voltatron's risk management takes into account the ongoing economic weakness as well as the possibility of a further economic slowdown or recession in Germany and Europe. A recessionary trend could lead to declining demand, particularly in investment-driven industries, and result in limited pricing power, pressure on margins, and increased volatility in order intake. Furthermore, rising customer insolvency rates, extended payment terms, and increased credit risk could strain the Group's liquidity position.

The materialization of these risks could have negative effects on production capacity utilization, the profitability of individual business segments, and the recoverability of assets. Consequently, there is a risk that earnings, cash flow, and balance sheet metrics will be negatively impacted. At the same time, this may result in increased demands for greater flexibility in the cost structure, working capital management, and the prioritization of investments. A persistently weak economic environment can also make it more difficult to plan for business development and lead to increased uncertainty regarding medium- and long-term forecasts.

To mitigate risks arising from changes in the market environment, the Group pursues a consistently flexible and agile approach to its business model. The goal is to be able to react quickly to fluctuations in demand and to anticipate structural changes at an early stage. This includes a scalable cost structure that enables capacity to be adjusted as needed, as well as active working capital and

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liquidity management to ensure financial flexibility. In parallel, the diversification of the customer and industry structure is continuously being driven forward to reduce dependencies on individual end markets. The expansion of framework agreements with strategic customers and the focus on applications with more stable margins serve to smooth out cyclical fluctuations in demand.

Furthermore, the Group strategically leverages periods of economic weakness to further develop its market position – this is also viewed as a significant opportunity for the Group. This includes, among other things, the expansion of digital sales and quotation processes, the increased use of data-driven analytics for demand forecasting, and efficiency programs in indirect areas. In addition, investments are prioritized and M&A opportunities are evaluated to acquire specific competencies, technologies, or customer portfolios in a consolidating market and to realize economies of scale. The goal is to structurally strengthen the Group and to be prepared for a prospective resurgence in market demand.

Taking into account the existing management and adjustment measures, the Management Board classifies the market and customer risks arising from developments in the market environment as significant but fundamentally manageable. Nevertheless, a residual risk remains, as the scope, duration, and intensity of economic downturns, as well as their effects on customers and end markets, can only be predicted to a limited extent.

In the Management Board's assessment, taking into account the measures implemented, there are currently no market and customer risks arising from the development of the market environment that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low, with a potentially high level of loss (Quadrant B4 according to the risk matrix).

Dependence on Major Customers

Voltatron's business activities in certain areas depend on demand trends among key customers as well as on the structure and diversification of the customer base. This gives rise to the risk that the loss of individual major customers or a significant decline in order volumes could result in substantial negative impacts on revenue and earnings. Such developments can be triggered in particular by structural changes in customers' sales markets, by technological advancements, or by strategic realignments on the part of customers, which lead to a reduction in demand for certain products or service scopes.

The materialization of these risks could lead to an immediate reduction in revenue and contribution margins and, consequently, adversely affect Voltatron's liquidity position. Furthermore, there is a risk that declining order volumes could result in excess capacity in production and human resources. Insufficient utilization of existing production and organizational structures can lead to increased fixed cost burdens, a deterioration in profitability, and an increased need for adjustments and restructuring. In extreme scenarios, this may necessitate short-term cost-cutting measures, including structural adjustments to capacity.

To limit market and customer risks, the Group pursues an active and diversified customer and market development strategy. This includes, in particular, close and continuous management of key customer relationships in order to identify changes in demand, technological orientation, or call-off behavior at an early stage and to be able to respond to them. In parallel, the systematic expansion of the customer base is being driven forward, including through the intensification of existing customer relationships, the acquisition of new customers, and the acquisition of new projects and companies with diverse application and end-market profiles. The goal is to reduce dependence on individual customers or customer segments and to ensure a balanced revenue and order structure. In addition, market, customer, and forecast analyses are conducted regularly

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to identify potential declines in demand at an early stage and to initiate appropriate countermeasures.

Taking the existing measures into account, the Management Board classifies the risks arising from the loss of major customers, customer concentration, and the resulting overcapacity as significant but fundamentally manageable. Nevertheless, a residual risk remains, as demand trends, technological changes, and strategic decisions on the customer side can only be influenced to a limited extent and may have a short-term impact on the Group's order volumes, capacity utilization, and earnings situation.

In the Management Board's assessment, taking into account the implemented control and diversification measures, there are currently no identifiable market and customer risks that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group. The Management Board assesses the probability of the risk occurring as low with a potentially high extent of damage (Quadrant B4 according to the risk matrix).

Volatility of U.S. Trade and Tariff Policy

Voltatron is indirectly exposed to risks arising from volatile U.S. trade and customs policies, as some customers sell products to end markets outside Europe, particularly in the U.S. This gives rise to the risk that trade policy measures such as import tariffs, export controls, regulatory restrictions, or other protectionist interventions could impact sales markets, cost structures, and supply chains on the customer side. Such measures can lead to declines in demand, project delays, adjustments to supply chains, or strategic realignments on the part of customers.

The realization of these risks may indirectly impact the Group's business performance. In particular, there is a risk of increased volatility in order intake, call-off volumes, and production planning. Furthermore, extended decision-making cycles, increased costs on the customer side, or uncertainties in end-market demand may lead to short-term fluctuations in capacity utilization. Consequently, this may result in indirect negative effects on Voltatron's revenue, earnings, and cash flow, even if the Group itself is not the direct target of trade policy measures.

The Group's ability to influence trade and customs policy decisions is inherently limited, as the immediate impact primarily affects end customers and their sales markets. Against this backdrop, the Group focuses on internal measures to ensure its economic stability and responsiveness. This includes, in particular, a flexible cost structure that enables short-term adjustments to personnel and capacity resources, including temporary measures or structural cost adjustments. In addition, active working capital and liquidity management is employed to cushion potential fluctuations in demand. Through ongoing monitoring of the order and customer structure, as well as increased diversification of customer and end-market segments, the Group aims to reduce its dependence on individual sales regions. Scenario analyses are used in conjunction with these efforts to identify potential impacts of trade policy developments at an early stage and to initiate operational countermeasures in a timely manner.

In its risk assessment, the Group takes into account that trade tensions in the past – particularly during periods of pronounced protectionist measures – were sometimes characterized by short-term and severe interventions, but often subsided over time. Against this backdrop, it is assumed that trade policy escalations may, in individual cases, be of a tactical nature and do not necessarily lead to permanent structural restrictions on international trade relations. This assumption is considered as one of several plausible scenarios in the risk analyses.

Taking into account the existing management and adjustment measures, the Management Board classifies the market and customer risks arising from volatile U.S. trade and tariff policies as significant but fundamentally manageable. Nevertheless, a residual risk remains, as the scope, duration,

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and intensity of trade policy measures, as well as their impact on customers' end markets, are only partially predictable.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable market and customer risks arising from volatile U.S. trade and customs policies that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a potentially high extent of damage (Quadrant B4 according to the risk matrix).

Market Globalization and the Entry of New Providers

The Group's market environment is characterized by ongoing internationalization and the entry of new international suppliers. In particular, suppliers from low-income or emerging economies are increasingly competing with established European electronics manufacturing service providers. This creates the risk that intensifying competitive pressure and the growing complexity of global supply chains will lead to intense pressure on prices and margins. The structural cost base of high-wage locations can have a negative impact on competitiveness, particularly for standardized products or volume-driven orders.

The realization of this risk could lead to falling bid prices, reduced margins, or the loss of orders. Furthermore, there is a risk that customers will increasingly align their procurement strategies internationally or shift production volumes to lower-cost regions. Consequently, this may have negative effects on revenue growth, earnings quality, and production capacity utilization. Furthermore, increased competition may raise the bar for efficiency, flexibility, and willingness to invest in order to remain competitive on an international scale.

To mitigate market and customer risks arising from internationalization, the Voltatron Group relies on a clear positioning in the EMS market. This is based on technological specialization, high manufacturing expertise, and the ability to handle both small and large order volumes flexibly and in a customer-specific manner. By focusing on more complex applications, higher quality requirements, and sophisticated project structures, Voltatron deliberately differentiates itself from pure price competitors. In addition, investments are made in modern machinery, equipment, and automation technologies to continuously improve productivity, quality, and cost efficiency. The goal is to realize economies of scale while ensuring a high degree of adaptability to varying customer requirements. Taking into account existing strategic and operational measures, the Management Board classifies the market and customer risks arising from market globalization as significant but fundamentally manageable. Nevertheless, a residual risk remains, as the intensity and dynamics of international competition, as well as structural cost differences between regions, can only be influenced to a limited extent and may have a short-term impact on margin and order development.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable market and customer risks arising from market internationalization that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as medium with a potentially medium extent of damage (Quadrant C3 according to the risk matrix).

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Procurement and Supply Chain Risks

Potential supplier failures and material availability

The Voltatron Group's business activities as an electronics manufacturing services provider are highly dependent on the constant availability of electronic components, assemblies, and other key components. This gives rise to the risk that disruptions in global procurement and supply chains, limited production capacities at upstream suppliers, geopolitical developments, regulatory interventions, or unexpected spikes in demand could lead to bottlenecks or delays in material availability. In addition, external events such as damage at suppliers' production sites – for example, due to fire or natural disasters – can lead to sudden delivery failures. Such bottlenecks particularly affect specialized or customer-specific components with a limited pool of suppliers. A significant source of risk therefore lies in the dependence on individual suppliers, particularly for specialized or customer-specific components as well as for outsourced manufacturing services.

The materialization of material availability risks can lead to delays in order fulfillment, interruptions in production processes, or reduced capacity utilization. As a result, contractual penalties, increased procurement costs due to short-term alternative sourcing, production inefficiencies, and a deterioration in delivery performance may occur. Furthermore, there is a risk that customer projects will be postponed or canceled, which could indirectly have a negative impact on revenue, earnings, and cash flow. There is also the risk that short-term alternative procurement will only be possible at significantly higher prices, which would further erode margins. Particularly in the EMS business, which is characterized by tight delivery deadlines, a high variety of product variants, and a high proportion of material costs, availability bottlenecks can have a significant impact on the Group's operational performance.

To mitigate the risks arising from limited material availability, Voltatron relies on a multi-tiered, industry-standard procurement and risk management system. This includes, in particular, the establishment and maintenance of a diversified supplier network, including alternative sources of supply and qualified secondary suppliers (second-source strategies), among other things through strategic projects and potential M&A activities to expand manufacturing capacities in Germany. Existing business relationships with alternative service providers are actively maintained and expanded at short notice if necessary. Where possible, insurance solutions are sought. In addition, system-supported market and availability analyses are used to identify potential bottlenecks at an early stage. The procurement organization uses digital tools for market monitoring and supplier search; the ERP system is linked to intelligent search and analysis functions to quickly identify potential suppliers. For selected key components, safety stocks are maintained or customer-financed inventory models are agreed upon, taking into account economic and contractual conditions. In addition, there is close coordination between Purchasing, Sales, Project Management, and customers to transparently address procurement risks and, if necessary, implement technical alternatives or design adjustments.

Taking into account existing organizational, contractual, and operational measures, the Management Board classifies market and customer risks arising from the availability of materials as significant but fundamentally manageable. Nevertheless, a residual risk remains, as global supply chain disruptions, short-term market distortions, or external events cannot be completely ruled out despite appropriate precautionary measures and may temporarily lead to restrictions in delivery capacity.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable market and customer risks arising from limited material availability that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

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The Management Board assesses the probability of the risk occurring as low with a potentially moderate extent of damage (Quadrant C4 according to the risk matrix).

Price Increases for Materials

The Group's business activities as an electronics manufacturing services provider are highly dependent on the availability and price trends of electronic components and other key components. This gives rise to the risk that price escalations in the long-term procurement of materials – particularly as a result of supply shortages, disrupted supply chains, geopolitical developments, or volatile raw material markets – will lead to unexpected cost increases. Such price developments can lead to risks, particularly when procurement costs cannot be passed on to customers immediately or in full.

The realization of material price increases can lead to immediate pressure on margins, particularly in the case of long-term supply contracts, project-based fixed-price agreements, or delayed price adjustment mechanisms. Furthermore, there is a risk that increased material costs could lead to a deterioration in competitiveness, delays in order fulfillment, or increased volatility in earnings performance. Consequently, this may have negative effects on return on sales, earnings quality, and the predictability of cash flows. Particularly in the EMS business, which is typically characterized by comparatively low margins and high material cost ratios, unexpected price increases can have a disproportionately large impact on the earnings situation.

To mitigate the risks associated with rising material prices, Voltatron relies on a combination of contractual, commercial, and operational measures that are standard practice in the EMS market. These include, in particular, contractual provisions governing the total volume of key components, the use of open-book costing models, and regular annual and project-specific price negotiations with customers. In addition, price adjustment mechanisms such as "ship-and-debit" agreements are used to appropriately offset short-term cost fluctuations between suppliers, Voltatron, and customers. In addition, relevant component markets are continuously monitored, and there is close coordination between purchasing, sales, and project management to identify price risks at an early stage and initiate appropriate countermeasures.

Taking into account existing control and hedging measures, the Management Board classifies market and customer risks arising from increases in material prices as significant but fundamentally manageable. Nevertheless, a residual risk remains, as extreme market disruptions, short-term supply bottlenecks, or delayed price adjustments cannot be completely ruled out and may have a temporary negative impact on margin development, particularly in the case of long-term projects. In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable market and customer risks arising from increases in material prices that, individually or in their entirety, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a potentially low extent of damage (Quadrant D4 according to the risk matrix).

Crises and Geopolitical Tensions

Since February 28, 2026, a military conflict has been ongoing between the United States of America and Israel on the one hand and Iran on the other. The further development, duration, and intensity of this conflict are currently subject to considerable uncertainty. Accordingly, the potential economic impact on the Voltatron Group cannot be reliably quantified at the time of preparation of this Management Report.

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From today's perspective, there are no immediate effects on the Voltatron Group's net assets, financial position, and results of operations. In particular, thanks to early and strategically forward-looking measures to secure energy procurement, the Group is currently not experiencing any significant burdens from increased electricity and energy prices. Only in the area of ongoing energy costs for the company's vehicle fleet can price-related effects not be ruled out. Generally speaking, based on the experiences of recent years and comparable shock effects on the global order, future inflationary effects cannot be ruled out.

There are currently no noticeable restrictions regarding supply chains either. This is due in particular to the continued high proportion of business activities within Europe, which reduces direct dependencies on potentially affected regions.

Nevertheless, there is an indirect risk arising from a possible further escalation or expansion of the conflict. In particular, a worsening of the geopolitical situation could lead to disruptions in global supply chains and thus impair the supply of electronic components from Asian suppliers. Furthermore, indirect effects could result from reactions in the energy and financial markets.

Overall, the Management Board currently classifies the Middle East conflict as a latent, exogenous risk, the specific impact of which on the Voltatron Group depends largely on further geopolitical developments. The situation is being continuously monitored and the risk situation is being regularly reassessed.

The Management Board assesses the probability of the risk occurring as high with a potentially low extent of damage (Quadrant D2 according to the risk matrix).

Financial and Liquidity Risks

Bad Debts

The Group is exposed to the risk of bad debt in the course of its operating activities. This risk arises in particular from working with customers with high order volumes and from project-based business models that require partial or full pre-financing of materials, components, or production services. Bad debts can occur in particular when customers become insolvent or file for bankruptcy as a result of economic difficulties, structural market changes, or external crises.

The realization of credit loss risks can lead to immediate cash outflows, as services already rendered or materials already procured are not paid for, or only partially paid for. Furthermore, allowances for doubtful accounts or write-downs on receivables may become necessary, which have a negative impact on earnings, cash flow, and balance sheet ratios. Particularly in the case of larger individual exposures, there is a risk that bad debt losses, due to their absolute amount, could have a significant impact on the Voltatron Group's short-term liquidity position and financial stability. Additionally, delayed payments or bad debt losses can impair the Group's ability to refinance and limit its financial flexibility.

To mitigate the risks associated with bad debts, Voltatron has implemented a uniform, group-wide receivables and credit risk management system. A key component of this system is the purchase of trade credit insurance, which covers a significant portion of receivables from insured customers. However, the insurance policies include defined deductibles, coverage limits, and exclusions, meaning that not all default risks are fully covered. In addition, the financial situation of key customers is continuously monitored, including through credit checks, credit limit monitoring, and regular reviews of payment and call-off histories.

When increased risks are identified, additional risk-mitigating measures are taken. These include, in particular, the agreement of down payment or prepayment models – especially when procuring

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cost-intensive or customer-specific key components – as well as adjustments to payment terms or delivery conditions. In addition, there is close coordination between Sales, Project Management, Controlling, and Finance to identify potential risks at an early stage and initiate countermeasures promptly.

Taking into account the existing hedging, monitoring, and control measures, the Management Board classifies credit default risks as significant but fundamentally manageable. Nevertheless, a residual risk remains, as short-term insolvency scenarios, exclusions from trade credit insurance coverage, and contractually agreed deductibles cannot be completely avoided and may have a negative impact on liquidity and earnings in individual cases.

In the Management Board's assessment, taking into account the measures implemented, there are currently no credit default risks identifiable that, individually or in their entirety, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board classifies the probability of the risk occurring as medium with a potentially low extent of loss (Quadrant D3 according to the risk matrix).

Accounting and Reporting

As a publicly traded company, Voltatron AG is subject to extensive requirements regarding financial reporting and capital markets reporting in accordance with IFRS, as well as compliance with capital markets regulations. Significant sources of risk arise from the complexity of the Group structure, the large number of individual companies, and the need to record and consolidate financial and operational data in a timely, complete, and accurate manner. Incomplete, delayed, or erroneous data submissions, as well as methodological errors in consolidation, valuation, or impairment testing, can lead to material misstatements.

Accounting errors or inaccurate disclosures in the consolidated financial statements, management report, or forecasts can result in misleading financial information and violate disclosure and publicity obligations. Possible consequences range from enforcement proceedings, fines, and ad hoc disclosure obligations to reputational damage, loss of investor confidence, increased refinancing costs, and negative effects on the share price.

To mitigate these risks, the Management Board has implemented a comprehensive restructuring and professionalization program. This includes the targeted development and strengthening of the Group Controlling and Group Accounting functions, as well as a central Accounting Department with functional oversight of the individual subsidiaries. Financial processes are standardized across the Group and supported by detailed process documentation, binding work instructions, and structured quality checks. Financial statements are prepared in a multi-stage process based on the dual-control principle; reviews are conducted with the involvement of Group Accounting, Group Controlling, the CFO, and Investor Relations. Consolidation is system-supported, enabling acquired companies to be integrated in the shortest possible time. Additionally, fact-based external reviews are conducted by specialized consultants as part of the financial statement preparation process. A residual risk remains, particularly due to the inherent complexity of IFRS matters and the reliance on input data from the individual companies.

The Management Board assesses the probability of the risk occurring as low with a low potential impact (Quadrant D4 according to the risk matrix).

Investments

As part of its operational activities and strategic development, the Group is continuously reliant on investments in machinery, production facilities, and technology platforms, as well as on the

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acquisition of companies. This gives rise to the risk that investment or acquisition decisions are based on inaccurate, incomplete, or unsubstantiated assumptions. This applies in particular to assumptions regarding market and demand trends, cost structures, synergy potential, integration capabilities, and the timely realization of planned effects. Furthermore, methodological weaknesses in valuation models or misjudgments in the context of purchase price determination can lead to an overvaluation of investment targets.

The realization of such risks can have a significant negative impact on the Group's net assets, financial position, and results of operations. In particular, there is a risk of asset impairments, increased depreciation and amortization, and a sustained negative impact on operating results. Misallocations of investment funds can also lead to increased capital tied up, delayed or absent cash flows, as well as restrictions on liquidity and refinancing options. Furthermore, there is a risk that operational capacities built up as a result of investments will not be utilized to the expected extent, which may lead to structural inefficiencies, lower profitability, and a deterioration of relevant financial metrics, particularly due to impairment risks. Consequently, this may also have negative effects on the capital market's perception of the Voltatron Group and its ability to act strategically.

To mitigate the risks associated with investment decisions, Voltatron has a formalized investment and approval system implemented across the Group. All significant investment and acquisition projects are subject to a comprehensive review prior to implementation, covering financial, legal, operational, and technical aspects. Key assumptions, valuations, and synergy effects are validated through structured review processes and – where appropriate – independently verified by external consultants. All investment projects are based on standardized business cases and are subject to a mandatory dual-review principle. Investment decisions are made exclusively by the Management Board in accordance with the corporate governance structure and – for major projects – with the involvement of the Supervisory Board. In addition, the operating companies have binding rules of procedure with defined investment limits to prevent unauthorized individual investments and misallocations at an early stage. The implementation of approved investments is supported and monitored by a Group-wide investment controlling function.

Taking into account the existing management, control, and monitoring measures, the Management Board classifies the risks arising from investment decisions as significant but generally manageable. Nevertheless, a residual risk remains, as investment and acquisition decisions are inevitably based on forecasts and assumptions regarding future market, cost, and technology developments, which may be subject to external influences and are beyond the Group's direct control. Unexpected market changes, technological developments, regulatory interventions, or deviations in the integration process may result in planned economic effects not being realized, either partially or in full.

In the Management Board's assessment, taking into account the risk management measures implemented, there are currently no identifiable risks arising from investment decisions that, individually or in their entirety, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a low extent of damage (Quadrant D4 according to the risk matrix).

Insurance shortfall in the event of claims

In the course of its business activities, the Group is exposed to various operational and financial risks that are intended to be covered by existing insurance policies. This gives rise to the risk that insufficient coverage, gaps in insurance protection, or contractual exclusions could result in significant losses – particularly from business interruptions, property damage, and liability claims

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not being compensated, or only partially compensated, by insurance benefits. In addition, there is a risk that loss events will not be reported in a timely, complete, or proper manner, and that insurance claims will consequently be denied in whole or in part.

The realization of these risks could lead to significant unplanned financial burdens. In particular, uninsured or delayed claims settlements could significantly impair the Group's liquidity position, operating cash flow, and financial stability. In such cases, additional expenses may arise for replacement purchases, repairs, business interruptions, or legal disputes. Furthermore, there is a risk that insufficient insurance coverage or failure to report claims could impair the Voltatron Group's ability to meet regulatory requirements, contractual obligations, or reporting obligations in a timely manner. Consequently, this could also result in indirect negative effects on the Group's perception in the capital markets, its reputation, and its ability to conduct business.

To mitigate the risks arising from potential insurance undercoverage and erroneous claims reporting, the Voltatron Group maintains a centrally managed, formalized insurance and reporting process. Within this framework, insurance risks are regularly surveyed, consolidated, and assessed across the Group at all affiliated companies. New findings, claims reports, and strategic adjustment needs are regularly discussed with the external insurance specialist; the results are documented and immediately incorporated into necessary adjustments or additions to the insurance coverage. The updated findings are then systematically communicated back to the operating companies. In addition, formalized documentation is maintained in the form of a Group-wide insurance summary and a record-keeping system that ensures the traceability of decisions and measures. Furthermore, coverage amounts, claims history, and risk profiles are critically reviewed on a quarterly basis and during annual reviews in accordance with the dual-control principle, and adjusted promptly as needed.

Taking into account the existing management, monitoring, and control mechanisms, the Management Board classifies the risks arising from insurance undercoverage and unreported claims as significant but fundamentally manageable. Nevertheless, a residual risk remains, as insurance contracts are inherently subject to contractual limitations and exclusions, and loss events cannot be fully predicted in individual cases. Furthermore, it cannot be ruled out that extraordinary loss events or short-term changes in the risk profile could lead to temporary undercoverage.

In the Management Board's assessment, taking into account the implemented processes and controls, there are currently no identifiable risks from insurance undercoverage or unreported claims that, individually or in their entirety, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a low extent of loss (Quadrant D4 according to the risk matrix).

Vulnerability of IT Systems and Cyberattacks

As a result of the increasing digitalization and networking of its business processes, the Group is exposed to an increased risk that the integrity, availability, and confidentiality of central IT systems and digitally processed data could be compromised by external cyberattacks, unauthorized access, malware, ransomware, or phishing attacks. Such attacks can be both targeted and opportunistic and may particularly affect critical systems, interfaces, or end devices.

The realization of cyber risks can lead to a partial or complete interruption of essential business processes, as well as to the manipulation, loss, or unauthorized disclosure of sensitive company and customer data. This can result in significant financial burdens, including direct recovery and IT forensic costs, business interruptions, potential liability claims, and regulatory measures and sanctions. Furthermore, there is a risk of reputational damage and loss of trust among customers,

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business partners, and capital market participants. Furthermore, it cannot be ruled out that statutory reporting and disclosure obligations, particularly under the General Data Protection Regulation, may not be fully or timely fulfilled in the event of complex or extensive security incidents, which could result in further regulatory sanctions.

To mitigate IT and cyber risks, the Group pursues a systematic and Group-wide coordinated approach to further developing its information security organization. This includes, in particular, the expansion and professionalization of IT security measures as part of the Group-wide action plan "Way to ISO 27001." This includes, among other things, regular IT assessments and IT audits, the derivation of concrete recommendations for action, and the step-by-step implementation of technical and organizational security measures in all Group companies. Particular emphasis is placed on collaboration with certified data centers and specialized software providers, the implementation of monitoring and early-warning systems, the establishment of data protection and access policies, ensuring regular backups and data protection, and the introduction of structured asset management and authorization systems. The implementation status of the individual measures is documented and continuously monitored across the Group. In addition, the creation of operational redundancies is being pursued to increase system availability. Furthermore, the company plans to take out cyber insurance to further mitigate potential financial impacts from cyber incidents. Acquired companies are also assessed against IT-related security criteria, and the findings are incorporated into the action plans.

Taking into account the implemented and planned security, control, and monitoring measures, the Management Board classifies the IT risks from cyberattacks as significant but fundamentally manageable. Nevertheless, a residual risk remains, as cyber threats are highly dynamic, forms and methods of attack are constantly evolving, and complete protection against all conceivable attack scenarios cannot be guaranteed despite appropriate security measures.

In the Management Board's assessment, taking into account the existing measures, there are currently no identifiable IT risks from cyberattacks that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low, with a potentially high level of damage (Quadrant B4 according to the risk matrix).

Availability of Personnel

The Group's performance and long-term success depend in key areas on the availability and expertise of qualified key employees in technical, operational, and strategic roles. This gives rise to the risk that the unexpected departure, prolonged absences, or reduced availability of these employees could lead to significant disruptions in critical business processes. In particular, delays may occur in development, production, or implementation processes, and company-critical know-how may be lost, which can only be replaced at significant time and financial cost.

The realization of these risks can lead to increased strain on the operational organization. In addition to productivity losses and efficiency impairments, there is a risk of additional costs for recruitment, transition phases, and the onboarding of new employees. Limited resource capacity can also impair the Group's ability to implement growth strategies, meet regulatory requirements on time, or execute customer projects to the required quality and within specified timelines. Additionally, waves of absences due to illness or unforeseen absences of individual key personnel can temporarily and significantly impair operational performance. Consequently, this may result in indirect negative effects on revenue, earnings, and compliance with capital market-related reporting and disclosure obligations.

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To mitigate personnel risks, the Voltatron Group relies on systematic personnel and resource management with the aim of securing key competencies in the long term and reducing dependence on individual employees. This includes targeted incentive and retention tools for key employees, including equity-based compensation models as well as stock- or transaction-based equity interests in connection with business combinations. In addition, forward-looking personnel and capacity planning is conducted, which provides for functional redundancies within the organization and - where possible - across the Group as well. In the context of corporate acquisitions, potential for personnel synergies and structured knowledge transfers are systematically taken into account. Furthermore, comprehensive process and knowledge documentation ensures the continuous functionality of core processes as well as the efficient onboarding of new employees. To bridge unplanned staff departures in the short term, Voltatron draws on external networks and recruitment channels as needed.

Taking into account the existing control, prevention, and retention measures, the Management Board classifies the personnel risks arising from the departure of key employees as significant but fundamentally manageable. Nevertheless, a residual risk remains, as individual personnel decisions, absences due to illness, or external labor market developments can only be influenced to a limited extent and may have a short-term impact on the Group's operational performance.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable personnel risks that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board classifies the probability of the risk occurring as medium with a low potential for damage (Quadrant D3 according to the risk matrix).

Legal Risks

Tax risks

The Company is subject to tax risks that may arise from potential differences in interpretation by tax authorities regarding the tax treatment of individual business transactions. Despite the application of careful tax assessments and the involvement of external experts, it cannot be ruled out that future tax audits or changes in the tax framework could lead to additional tax payments or interest charges that could adversely affect the Company's net assets, financial position, and results of operations.

As part of the Group's restructuring and the entry of the anchor investors, the Company reviewed the recoverability of tax loss carryforwards and concluded that the losses remain valid under current legal provisions.

The Management Board assesses the probability of this risk occurring as low, with a potentially very high level of damage (Quadrant A4 according to the risk matrix).

Compliance Violations

As a publicly traded company, Voltatron is subject to comprehensive national and European regulatory requirements. These relate in particular to the prevention of corruption, antitrust regulations, the fight against money laundering, and compliance with data protection regulations. This gives rise to the risk that violations of relevant legal or regulatory requirements by employees, members of the executive bodies, or business partners could lead to significant legal and financial burdens. The occurrence of compliance violations can have far-reaching negative consequences for the Group. These include, in particular, fines, regulatory requirements, claims for damages, and criminal consequences for responsible individuals. In addition, reputational damage, the loss of business relationships, and restrictions on operational activities may occur. Violations of capital market

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regulations may also result in investigations by supervisory authorities, the triggering of ad hoc disclosure obligations, and further sanctions, thereby permanently impairing the Group's financial position, its perception in the capital markets, and the trust of investors and business partners.

To mitigate the legal risks arising from compliance violations, Voltatron has implemented a Group-wide compliance management system that is continuously refined. In addition to the existing Code of Conduct, binding guidelines on corruption, antitrust law, anti-money laundering, and data protection are in place. Clear approval structures and dual-control mechanisms are established for key business processes. Employees participate in mandatory compliance training with regular refresher courses. The internal control system includes role-based authorization concepts, IT security measures, and procedural controls. Management conducts continuous monitoring. Compliance with capital market regulations, particularly the Market Abuse Regulation, is ensured through defined ad hoc processes and a Disclosure Committee. Data protection requirements are addressed through technical and organizational measures as well as the involvement of an external data protection officer. A secure whistleblower system enables the confidential reporting of potential violations and their professional handling. Investigation and sanction processes are standardized and designed to be independent. Through a clear "tone from the top," the Management Board sets binding standards of conduct and promotes a sustainable culture of integrity and compliance within the organization.

Taking into account the existing prevention, monitoring, and control measures, the Management Board classifies the legal risks arising from compliance violations as significant but generally manageable. Nevertheless, a residual risk remains, as violations cannot be completely ruled out despite appropriate organizational and technical measures, and external regulatory requirements are subject to ongoing changes.

In the Management Board's assessment, taking into account the implemented compliance structures, there are currently no identifiable legal risks arising from compliance violations that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a high potential for damage (Quadrant B4 according to the risk matrix).

Violations of Capital Market Law

As an issuer in the Prime Standard, the Group is subject to extensive capital market law obligations. These arise in particular from the Market Abuse Regulation (MAR), the German Securities Trading Act (WpHG), as well as from supplementary requirements of stock exchange regulations and other capital market law frameworks. This gives rise to the risk that violations of ad hoc disclosure obligations, incorrect or delayed publication of price-sensitive information, inadequate maintenance of insider lists, or deficiencies in the identification and handling of insider information could lead to significant legal and financial burdens.

Violations of capital market laws can have far-reaching consequences for the Group. These include, in particular, regulatory investigations, substantial fines, and civil liability claims, such as shareholder lawsuits. Errors in financial reporting, inaccurate forecasts, or misleading investor information can additionally result in reputational damage and a lasting loss of trust among investors, analysts, and financing partners. Furthermore, risks exist in connection with the proper handling of directors' dealings, compliance with voting rights notification obligations, and the timely and compliant preparation and publication of financial reports in accordance with IFRS and the German Securities Trading Act (WpHG). A violation of these regulations can significantly impair the Group's capital market viability and have negative effects on liquidity, share price performance, and refinancing options.

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To mitigate capital market risks, the Voltatron Group has clearly defined and documented processes in place to ensure proper capital market communication. All capital market-relevant documents, in particular financial reports, forecasts, and ad hoc announcements, are subject to regular quality checks by the responsible functions within the Investor Relations department. Before publication, releases undergo a legal review by specialized external capital markets lawyers. In the event of significant occurrences with potential capital market relevance, such as corporate acquisitions, structural measures, or significant deviations in earnings, a legal assessment is obtained at an early stage, in some cases applying a dual-review principle through multiple independent advisors. The ongoing monitoring of significant events by the Management Board and Investor Relations ensures continuous compliance with the obligations under Market Abuse Regulation (MAR) and the German Securities Trading Law. In addition, regular training and continuing education sessions are conducted on capital markets law requirements and disclosure rules. All processes are set forth in binding work instructions, communication guidelines, and compliance documents and communicated throughout the Group to ensure consistent, transparent, and legally compliant capital markets communication.

Taking into account the existing control, audit, and monitoring mechanisms, the Management Board classifies the legal risks arising from violations of capital market regulations as material but generally manageable. Nevertheless, a residual risk remains, as the assessment of the capital market relevance of individual circumstances and the interpretation of regulatory requirements involve a degree of discretion, and external developments or short-term events can make a timely and legally sound assessment difficult.

In the Management Board's assessment, taking into account the implemented processes and measures, there are currently no identifiable legal risks arising from violations of capital market law that, individually or in their entirety, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board classifies the probability of the risk occurring as low with a potentially high extent of damage (Quadrant B4 according to the risk matrix).

Product Risk

As a provider of electronics manufacturing services (EMS), the Group is extensively integrated into complex value-added and supply chains. This gives rise to the risk that production, assembly, or component defects, as well as deviations from customer-specific quality and safety requirements, could lead to property damage or personal injury, malfunctions in end products, or warranty and liability claims. Particularly in safety- or function-critical applications, even individual defects or production batch deviations can have far-reaching consequences.

The realization of product liability or warranty risks can result in significant financial burdens for the Group. These may arise, among other things, from claims for damages, warranty claims, costs for product recalls, replacement or rework measures, production downtime, and recourse claims from customers. In addition, regulatory actions, contractual sanctions, or the loss of customer relationships may occur. In addition to direct financial effects, reputational damage may also arise, which could indirectly have a negative impact on Voltatron's order intake, market position, and long-term business development.

To mitigate legal risks arising from product liability and warranties, the Voltatron Group maintains a multi-tiered prevention and mitigation system that complies with industry-standard practices in the EMS sector. These include, in particular, quality-assured production and testing processes, documented approval and control mechanisms, and end-to-end traceability of components, production batches, and supply chain stages. In addition, contractual provisions have been imple

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mented that allow for recourse against upstream suppliers and manufacturers in the event of causally related defects.

Furthermore, Voltatron is protected against significant liability and recall risks through group-wide insurance policies. The insurance coverage includes, in particular, coverage for personal injury and property damage arising from product liability, as well as separate coverage for product recall costs. The adequacy of the coverage amounts and insurance terms is reviewed regularly and adjusted as needed.

Taking into account the existing preventive measures, organizational and contractual safeguards, and existing insurance coverage, the Management Board classifies the legal risks arising from product liability and warranty as significant but fundamentally manageable. Nevertheless, a residual risk remains, as errors in complex manufacturing and delivery processes cannot be completely ruled out despite adequate quality and control systems, and in individual cases, loss events may reach a magnitude that exceeds contractual or insurance coverage.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable legal risks related to product liability and warranties that, individually or collectively, would be likely to jeopardize the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a potentially moderate extent of damage (Quadrant C4 according to the risk matrix).

Production and Technology

As an electronics manufacturing services provider, the Group's business activities are significantly dependent on the technological requirements, product generations, and business models of its customers. This gives rise to the risk that technological changes on the customer side, particularly the transition to new product architectures, platforms, or system technologies, will lead to adjustments to existing development and production concepts. As a result of technological realignments, customers may change their product portfolios, development roadmaps, or end applications, which could result in existing product designs, project timelines, or planned call-off volumes being shortened, postponed, or discontinued.

The realization of these risks can have immediate effects on the Group's production and capacity structure. In particular, there is a risk of temporarily or structurally lower utilization of existing production capacities as well as increased volatility in order intake. Furthermore, extended development, industrialization, and decision-making cycles on the customer side can lead to delayed series production starts or temporary declines in demand. Consequently, this may result in negative effects on revenue, earnings, and cash flow development. Furthermore, there is a risk that production processes, qualifications, or investments specifically tailored to individual technologies or applications cannot be utilized to the extent originally planned, leading to efficiency losses and increased adjustment costs.

To mitigate production and technology risks arising from technological change on the customer side, the Voltatron Group pursues a consistent diversification strategy with regard to customers, projects, and application areas. The goal is to reduce dependencies on individual technologies, product generations, or customers. In existing customer relationships, market penetration is being systematically expanded by addressing additional applications, product variants, and development stages that can be used across technologies. In parallel, Voltatron focuses on systematically developing new markets and customer segments by transferring existing EMS expertise to new end-use applications and technology fields as part of a structured market development and diversification strategy.

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To support this, development partnerships and early involvement in customer projects are leveraged to gain early insight into technological trends and product generations and to position the company as a technology-agnostic manufacturing partner. Additionally, the production structure is designed for adaptability through modular processes, flexible capacity concepts, and a variable cost structure. If necessary, additional efficiency and cost-adjustment measures will be implemented to respond to short-term fluctuations in demand.

Taking into account existing strategic, operational, and structural measures, the Management Board classifies the production and technology risks arising from technological change on the customer side as significant but fundamentally manageable. Nevertheless, a residual risk remains, as the speed, scope, and market penetration of technological changes on the customer side are only partially predictable and can have a short-term impact on capacity utilization and earnings performance.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable production and technology risks arising from technological change on the customer side that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a potentially high extent of damage (Quadrant B4 according to the risk matrix).

Infrastructure, Process, and Quality Risks

Damage to buildings and infrastructure

Voltatron's business operations depend on a functioning building, infrastructure, and IT environment. This gives rise to the risk that damage to buildings or infrastructure – for example, due to technical defects, external influences, or force majeure – could lead to loss of use or operational disruptions. Such events can particularly impair the availability of workstations, IT systems, and organizational processes, thereby delaying the proper execution of administrative, management, and production-related functions.

The realization of such a risk can lead to temporary limitations on operational performance, for example through disruptions to internal processes, delays in customer communication, or restricted management and coordination capabilities. Consequently, this may result in efficiency losses, additional expenses for alternative solutions, and indirect impacts on revenue and earnings.

To mitigate risks arising from damage to buildings and infrastructure, Voltatron relies on organizational and technical precautionary measures. These include a largely digitized work organization, the use of decentralized and secure IT infrastructure solutions, and the ability to continue administrative and management activities at short notice via mobile working arrangements. These measures reduce dependence on individual locations and ensure the maintenance of essential business processes even in the event of temporary disruptions. Furthermore, the Group is pursuing the establishment of redundancies in the manufacturing area, particularly for critical EMS process steps, which can compensate for potential outages.

Taking these measures into account, the Management Board classifies the process risks arising from building and infrastructure damage as significant but fundamentally manageable. Nevertheless, a residual risk remains, as the scope and duration of damage events are only partially predictable.

The Management Board classifies the probability of the risk occurring as low with a moderate extent of damage (Quadrant C4 according to the risk matrix).

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QA Processes

As an electronics manufacturing services provider, the Group is particularly dependent on reliable and consistent quality assurance throughout all production and process stages. This gives rise to the risk that deficiencies in quality assurance, inadequately processed or delayed complaints, and process deviations could lead to increased error rates, scrap rates, or quality defects.

The materialization of these risks can lead to complaints, costs associated with rework and replacements, as well as delays in order fulfillment. In addition, there is a risk of quality defects in the field at the end customer's site, which could result in a decline in orders, contractual penalties, or the loss of customer relationships. In addition to direct financial effects, reputational damage may occur, which could indirectly have a negative impact on Voltatron's market position and order intake.

To mitigate the risks arising from inadequate quality assurance, the Group maintains a structured quality management system tailored to the industry-specific requirements of the EMS market. The Group's subsidiaries are certified according to recognized quality standards and subject their processes to regular internal and external audits. In addition, complaints are systematically documented, tracked, and evaluated. End-to-end traceability solutions enable transparent tracking of components, assemblies, and process steps. Operational quality assurance is supported by close direct customer contact, project-specific support, and regular internal coordination. Furthermore, the Group relies on technological measures for error prevention and detection. These include the use of modern testing and inspection systems at multiple process stages, such as automated optical inspections, solder joint inspections, or X-ray-based testing methods. These are supplemented by organizational measures, including clearly defined responsibilities, standardized work instructions, and continuous improvement processes.

Taking into account the existing quality assurance measures, the Management Board classifies the process and organizational risks arising from inadequate quality assurance as significant but fundamentally manageable. Nevertheless, a residual risk remains, as errors in complex manufacturing processes cannot be completely ruled out despite comprehensive controls and can materialize at short notice, particularly in series production.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable process or organizational risks arising from building, infrastructure, or quality assurance deficiencies that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group.

The Management Board assesses the probability of the risk occurring as low with a moderate impact (Quadrant C4 according to the risk matrix).

Logistics

Voltatron's business operations require the regular transport of electronic assemblies, components, and finished products between production sites, suppliers, and customers. This gives rise to the risk that external factors during transport - such as accidents, improper handling, shock and vibration, or fluctuations in temperature and humidity - could result in damage to or the complete destruction of the transported goods. Electronic assemblies, in particular, are sensitive to mechanical and climatic influences, meaning that damage is not always immediately apparent and may only become evident later in the production or usage process.

The realization of such logistics risks can lead to delivery delays, backorders, or production interruptions. In addition, additional costs may arise for replacement purchases, remanufacturing, express logistics, or testing expenses. In individual cases, there is a risk of contractual penalties,

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complaints, or the loss of customer trust. In addition to direct financial impacts, this can result in indirect negative effects on revenue, earnings, and cash flow.

To mitigate the risks arising from transport accidents and cargo damage, the Voltatron Group relies on industry-standard preventive and protective measures. These include, in particular, the use of professional, transport-specific packaging solutions that take into account the special requirements of electronic assemblies with regard to shock, vibration, and climate protection. In addition, the Voltatron Group is covered by cargo insurance against significant transport risks to limit financial losses resulting from damaged or lost goods. The selection of suitable logistics service providers, as well as standardized shipping and packaging guidelines, help reduce the likelihood of damage.

Taking into account the existing preventive and insurance-related measures, the Management Board classifies the logistics risks arising from transport accidents and the destruction of cargo as significant but fundamentally manageable. Nevertheless, a residual risk remains, as transport damage cannot be completely ruled out despite appropriate packaging, process, and insurance measures and can have a short-term impact on operational processing, particularly in the case of time-critical deliveries.

In the Management Board's assessment, taking into account the measures implemented, there are currently no identifiable logistics risks arising from transport accidents that, individually or collectively, would be capable of jeopardizing the continued existence of the Voltatron Group. The Management Board assesses the probability of the risk occurring as low with a low extent of damage (Quadrant D4 according to the risk matrix).

Overall Assessment of Risks

The assessment of the overall risk situation is a consolidated view of all individual risks and risk groups. From today's perspective and in light of all the risks described, no risks are identifiable - either individually or in combination with other risks - that could jeopardize the continued existence of the Voltatron Group or individual operating units.

Opportunities

Opportunities due to structural market growth

The market for Electronic Manufacturing Services (EMS) is experiencing sustained structural growth on a global scale. Current market studies forecast an increase in the global market volume from approximately $443 billion to about $684 billion for the period from 2022 to 2029. This corresponds to a compound annual growth rate (CAGR) of approximately 6.6%. This growth is driven in particular by the increasing share of electronics in industrial applications, rising digitalization, and technological change in the energy, mobility, and automation sectors.

The European EMS market offers above-average growth prospects compared to the U.S. market and the APAC region. Europe is expected to achieve an average annual growth rate of approximately 8.9% through 2029, accompanied by an increase in its global market share (from about 11.0% to around 12.2%). The main drivers of this growth are the trend toward more regional supply chains, increasing regulatory requirements, higher demand for high-quality and customer-specific electronics solutions, and investments in future technologies such as battery technologies, energy storage, and industrial digitalization.

Against the backdrop of this structural market growth, special opportunities arise for the Voltatron Group. As a comparatively small and agile EMS group, the Group is able to react more quickly to market changes, occupy niches, and establish new customer relationships. In particular, the

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above-average growth of the European EMS market opens up potential for organic expansion as well as for the targeted acquisition of suitable companies as part of a buy-and-build strategy.

Technological change and increasing electrification

The ongoing electrification and digitalization of numerous economic sectors and application areas is leading to a structural increase in the proportion of electronics in products and systems. Electronic assemblies and systems are becoming increasingly important, particularly in battery systems, industrial applications, medical technology, IoT-based solutions, automation and control technology, and consumer electronics. This development is driving sustained growth in demand for professional electronic manufacturing services, especially for complex, safety- and quality-critical applications.

A key driver is the growing need for battery management, control, and power electronics as part of the electrification of energy storage, mobility, and industrial applications. In this context, requirements for functionality, reliability, regulatory compliance, and product variety are continuously increasing. For EMS providers, this results in increased demand for the manufacture of highly complex assemblies, customer-specific solutions, and accompanying development, testing, and industrialization services.

In other application areas as well - such as medical technology, industrial automation, connected IoT systems, or consumer electronics - the demand for high-performance, integrated electronics is rising. These applications increasingly require short innovation cycles, high flexibility in production, and the ability to reliably implement regulatory and customer-specific requirements.

Voltatron sees these developments as a significant opportunity for the strategic advancement of its business model. By positioning itself as a specialized EMS partner for battery-related electronic solutions - particularly components suitable for use in battery management systems, sensor technology, power electronics, and safety and monitoring units - the Group can benefit from the structurally rising demand. At the same time, there is potential to expand the range of services to adjacent applications in the field of energy and storage systems as well as other electronics-oriented industries.

Overall, the increasing electrification across various industries offers the opportunity to further strengthen the Voltatron Group's market position, establish new customer relationships, and sustainably expand the service portfolio. This is also reflected in the projected market growth.

Growth Potential from Green-Tech and Battery-Related Electronics Applications

The global transition to more sustainable energy and mobility solutions is leading to a structural expansion of green-tech applications. Particularly in the areas of energy storage, renewable energy, charging infrastructure, and industrial and grid stabilization, the demand for high-performance, reliable, and safety-critical electronics is continuously increasing. Battery and energy systems play a central role in this context and require increasingly complex electronic components and assemblies.

With the increasing prevalence of battery systems, demand is growing particularly for battery management systems (BMS), control and power electronics, sensor technology, and safety and monitoring units. These applications are typically characterized by stringent regulatory requirements, demanding quality standards, and a wide variety of variants, which favor the involvement of specialized EMS service providers.

Voltatron sees the development and expansion of green-tech applications, particularly in the field of battery-related electronics, as a significant opportunity for the sustainable further develop

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ment of its own business model. By focusing on energy- and battery-related electronics solutions, the Group can benefit from the structural growth trends of the energy transition and further strengthen its position as a specialized EMS partner.

Furthermore, the growing importance of green-tech applications opens up potential for expanding the service portfolio to adjacent energy system and sustainability applications. This includes both supporting new customer projects and deepening existing customer relationships in future-oriented, high-growth markets.

Overall, the green tech and battery sector offers Voltatron the opportunity to generate long-term growth, sharpen its technological positioning, and make a positive contribution to sustainable energy and industrial structures.

EMS market segmentation and economic downturn as an opportunity for a targeted "buy-and-build strategy"

In the EMS sector, acquisition opportunities are currently increasing due to age-related succession planning, strategic realignments, and structural adjustments among small and medium-sized market participants. The subdued economic situation may further favor this development, but it is not the primary focus of the strategic orientation.

The Voltatron Group can strategically leverage this situation to incorporate suitable EMS companies into the corporate group through selective M&A activities. The goal is to expand market share, broaden the production and value-creation base, complement technological capabilities, and integrate existing customer and employee structures.

Acquisitions in the context of succession planning also make it possible to integrate companies with established processes, qualified personnel, and stable customer relationships into the Group under attractive terms. Thanks to its comparatively lean structure and high organizational agility, the Voltatron Group is able to efficiently evaluate, implement, and successfully integrate such transactions.

Overall, the current economic downturn is not viewed solely as a negative factor, but also as a strategic opportunity for active market positioning and the sustainable further development of Voltatron's business model as part of a targeted buy-and-build strategy.

Rising demand for connected, digital, and data-driven EMS services

The increasing prevalence of connected systems (IoT/IIoT), digital interfaces, and data-driven functions is leading to growing complexity in electronic assemblies and systems across all industries. Electronic components are increasingly becoming an integral part of overall digital architectures and must meet requirements not only for pure hardware functionality but also for software/hardware integration, data connectivity, cyber and product security, and end-to-end traceability throughout the entire product lifecycle. In this context, industry associations and market studies underscore the central role of microelectronics as a key technology for digitalization and electrification.

This development significantly increases the demands on EMS service providers and favors those with integrated end-to-end capabilities. In addition to series production, services in the areas of traceability, series transition, test and validation concepts, and the systematic management of quality and field data (e.g., field failure analyses) are becoming increasingly important.

Voltatron sees this as a significant opportunity to differentiate its own service offering. By expanding holistic EMS capabilities across the entire value chain – from industrialization through series

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production to data-driven quality and lifecycle services – Voltatron can position itself as a high-performing, “Industry 4.0-capable” EMS partner. This opens up particular potential for acquiring new customers who place high demands on transparency, traceability, digital process integration, and quality assurance.

Overall, the trend toward networked and digitized systems offers the opportunity to further strengthen Voltatron's market position, deepen customer loyalty, and generate additional value through expanded services.

Use of Artificial Intelligence to Increase Efficiency and Differentiate Quality in the EMS Business

The use of artificial intelligence (AI) is becoming increasingly important in industrial manufacturing and is described as a key lever for increasing efficiency, quality, and transparency. New application opportunities are emerging, particularly in the areas of automated quality control (e.g., AI-supported optical inspection systems), predictive maintenance, production planning, and supply chain optimization. Market studies and industry analyses highlight that AI-based methods enable higher inspection quality, scalability, and reproducibility compared to manual or traditional rule-based inspection methods.

This creates structural opportunities for EMS providers, as rising quality requirements, increasing product variety, and stricter regulatory demands favor the use of automated, data-driven testing and control mechanisms. The importance of objective, traceable, and auditable quality processes continues to grow, particularly in safety- and quality-critical applications.

Voltatron sees the targeted use of AI applications as a significant opportunity for further developing its business model. Internally, the use of AI-supported systems enables, in particular, the reduction of scrap and rework rates, the scaling of inspection processes, and an improvement in equipment availability and overall equipment effectiveness (OEE). At the same time, planning and control processes can be supported and stabilized through data-driven approaches.

Externally, the use of modern AI-supported quality and analysis methods opens up the possibility of creating additional value for customers. In particular, the provision of transparent, data-driven quality evidence and audit readiness can be used as a differentiating factor against competitors. This is especially important for customers in safety-critical battery, industrial, and energy applications, which place high demands on quality, documentation, and traceability.

Overall, the use of artificial intelligence offers the Voltatron Group the opportunity to unlock efficiency potential, strengthen its competitive position, and expand its service offering to include data-driven quality and service components.

Design-to-Manufacture – Voltatron as a Development Partner

In the EMS market, value creation is increasingly shifting from pure series production to upstream development and industrialization services. Customers increasingly expect EMS service providers to provide support as early as the initial project phases, for example in the production-ready design of electronics (Design-for-Manufacturing and Design-for-Test), the definition of test concepts, and the rapid transition of new products to series production (New Product Introduction – NPI). At the same time, the importance of high variant flexibility and short development and time-to-market cycles is growing.

This trend opens up the opportunity for EMS providers to significantly expand their role in the value chain. By taking on engineering and NPI services, technical risks can be reduced, production processes stabilized, and time-to-market shortened for customers. Particularly for technologically

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demanding applications, the need for integrated solutions spanning development, industrialization, and manufacturing is growing.

Voltatron sees this as a significant opportunity to further develop its business model. The targeted development and scaling of a structured engineering services offering enable earlier involvement in customer projects and lead to stronger customer loyalty. At the same time, margin quality can be improved, as development and industrialization services typically offer a higher level of value-added depth than pure manufacturing services.

The Voltatron Group can position itself as a reliable development partner, particularly for battery-related electronic applications and IoT-related projects, which often involve high complexity and a wide variety of variants. This reduces substitutability relative to competitors and strengthens long-term collaboration with customers.

Building Resilience and Synergy Effects Through Partnerships and Platformization

The EMS market is increasingly characterized by rising demands on delivery capability, flexibility, and the stability of value chains. Against this backdrop, strategic partnerships with customers, technology partners, and - supplementarily - acquisitions are gaining importance. Closer collaboration along the value chain creates opportunities to unify structures, standardize processes, and reduce dependencies.

The targeted expansion of such partnerships opens up opportunities to develop standardized platforms for electronic assemblies and systems. This enables the bundling of engineering and procurement activities, the harmonization of testing and quality strategies, and the more efficient use of production resources. At the same time, a broader technological and operational footprint enables the implementation of redundancy concepts, such as alternative production sites, second-source strategies, or shared supplier structures.

Voltatron sees this approach as a significant opportunity to strengthen the Group's operational resilience and competitiveness. Improved delivery capability, greater process stability, and economies of scale in procurement and manufacturing can be leveraged as differentiators against purely price-driven EMS providers. At the same time, platformization supports more efficient integration of new customers or acquisitions and contributes to the sustainable further development of the business model.

Overall assessment of opportunities

The overall assessment of opportunities is a consolidated view of the key opportunities. The Voltatron Group is currently in the process of establishing an integrated service offering for its customers in the respective markets. Both an economic upturn and a recessionary economy present opportunities for the Group. Overall, the structural growth of the global and, in particular, the European EMS market presents the Voltatron Group with attractive opportunities for sustainable business development. The Voltatron Group's strategic positioning as a specialized EMS partner for various industrial applications opens up potential for organic growth, the expansion of the service portfolio, and the deepening of existing customer relationships. In addition, both economic conditions and structural market changes in the EMS sector offer opportunities for a targeted buy-and-build strategy to strengthen market position, expertise, and depth of value creation. Overall, the Management Board sees substantial opportunities for long-term strengthening of the competitive position and sustainable value creation for the Group in the combination of market growth, technological specialization, operational agility, and a selective acquisition strategy.

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Forecast

Economic and Market Developments 2026

In January 2026, the International Monetary Fund (IMF) published its World Economic Outlook²². Global economic growth of around 3.3% is expected for 2026, which is roughly in line with the previous year's level and remains below the long-term pre-crisis level. This stability is underpinned in particular by robust technology investments, fiscal and monetary policy support, and the resilience of the private sector. At the same time, risks persist due to geopolitical tensions and protectionist measures that could strain international trade relations.

The OECD also forecasts moderate growth: While the global economy is expected to remain stable, expansion will be somewhat slower, and uncertainties in global trade as well as persistent inflationary pressures pose risks. For 2026, overall growth of about 2.9% was originally expected, albeit with significant differences between regions.²³ As a result of the armed conflict between the U.S. and Israel on one side and Iran on the other, the OECD has left its growth forecast unchanged but emphasized its reservations regarding further developments.²⁴

In particular, inflationary trends are declining less sharply than forecast at the beginning of the year due to rising energy prices in the wake of the conflict.²⁵ This is having a particular impact on some advanced economies, for which a rise in price levels had already been predicted even before the recent developments in the Middle East – due in part to persistently tight labor markets and higher commodity prices.²⁶

Moderate growth is still expected in developed economies. For the U.S., the OECD now forecasts only a slight slowdown in growth to about 2.0% in 2026, after the country recorded significantly higher growth rates in previous years. In the euro area, the OECD anticipates a further economic downturn: real GDP is projected to fall to around 0.8% in 2026, weighed down in particular by higher energy prices.²⁷

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For Germany, several recent forecasts paint a picture in which, while there is hope for improvement, this growth remains fragile and will in any case be modest:

The IMF has raised its forecast for German GDP growth to about 1.1% in 2026, which represents a slight improvement over earlier expectations.²⁸ The effects of the conflict in the Middle East are not yet reflected here.
The German federal government, on the other hand, assumed at the beginning of the year in the publication of the 2026 Annual Economic Report that a correction to its original forecast for 2026 would be necessary. At that time, it expected growth of about 1.0% (previously: 1.3%), which nevertheless still marks a noticeable upturn compared to 2025.²⁹
In early April, KfW Research revised its original growth forecast for Germany in 2026 downward from 1.5% to 0.9%. The energy price shock triggered by the war in Iran is expected to be more severe and longer-lasting than initially anticipated.³⁰

Overall, it appears that after several years of weak performance, the German economy has once again created the conditions for moderate growth, even though structural challenges – such as a shortage of skilled workers, weak productivity growth, and international tensions – are having a dampening effect regardless of geopolitical crises.³¹ However, as a result of the war in Iran, the accompanying price increases pose a further challenge to the still-vulnerable resilience of economic performance.³²

After months of recovery, global average inflation is expected to rise more sharply in 2026, though it will remain uneven across regions. In the G20 economies, following the rise in energy prices resulting from the armed conflict in Iran, consumer price inflation is projected to rise to around 4.0% before returning to the central banks' long-term target level (2027 forecast: 2.7%).

For Germany, the OECD expects core inflation to decline slightly over the course of 2026, even if it does not immediately fully align with the ECB's inflation target.³³

The market for Electronic Manufacturing Services (EMS) is projected to show stable and continued growth globally in 2026. EMS services are a central component of the global electronics value chain and serve a wide variety of end markets, including consumer electronics, automotive electronics, telecommunications, industrial automation, and medical technology.

According to current market data, the global EMS market volume is estimated to reach $622 to $684 billion in 2026, up from approximately $588 to $661 billion in 2025.³⁴ Another study indicates a global EMS market value of approximately $555.7 billion in 2025, rising to about $582.9 billion in 2026.³⁵ This development reflects continued market expansion compared to the previous year and continues the longer-term growth trend. This highlights robust demand for EMS services despite uncertainties in global supply chains and the technological complexity of modern electronic products.

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Key drivers of this development are the increasing outsourcing of manufacturing processes by OEMs to reduce operational complexity and costs, as well as the rising demand for digital devices and automation technologies, which are increasing production volumes and the need for outsourcing capacity. At the same time, technological trends such as miniaturization, connected devices, and highly reliable electronic solutions are driving growth in various EMS segments.³⁶

Regional differences remain a defining feature: While the Asia-Pacific region continues to hold the largest share of the EMS market, Europe is also making a significant contribution to global EMS value creation. In 2025, Europe achieved a market share of approximately 23% of the global EMS market.³⁷ The market volume in this region is expected to continue expanding in the current year in line with global growth, driven by investments in Industry 4.0 applications, precision manufacturing, and the digitalization of production. According to the 2025 mid-year survey by industry service provider in4ma, the European EMS market will grow by 11.9% in 2026 (2025: -2.1%).³⁸

For Germany, as a developed economy, this opens up significant opportunities: Industry-specific analyses suggest that the role of the German EMS market within the European context is continuing to grow due to increasing uncertainties in global trade and the vulnerability of supply chains, and is being continuously bolstered by the digitalization of industrial production, the electrification of the automotive industry, and the demand for specialized electronic modules.³⁹ Consequently, optimism prevails among EMS companies for 2026: Forecasts range from growth of around 10% for large EMS providers to more than 18% for small EMS providers. Overall, this translates to 16.8% growth in the EMS market in Germany (2025: -5.9%).⁴⁰ In particular, the integration of automation technology, high-precision PCB manufacturing, and modern quality management thus remain key growth drivers.⁴¹

Furthermore, the outsourcing of electronics component production by OEMs has now become established. A high proportion of EMS customers outsource complete assembly and PCB integration processes, which strengthens both production efficiency and flexibility along the supply chain. This structural trend is viewed as a long-term growth factor for the EMS market.

Insight is also provided by the analysis of the outlook for the global electrical and digital industry market by the industry association ZVEI.⁴² According to this analysis, global growth in the market for goods in the electrical and digital industry could reach 5% in 2026 – though this is constantly accompanied by the risk of trade conflicts. According to ZVEI surveys, the European electrical market amounted to 989 billion euros in 2024, representing approximately 17% of the global market. Following an expected growth of 2% in 2025, market experts anticipate a further increase of 3% for the current year.

This includes the German electrical market, the fifth-largest worldwide (volume in 2024: €184 billion). In line with observations regarding the development of Voltatron's business, which was less dynamic than expected last year, the ZVEI also anticipates stagnation in 2025. Accordingly, the volume of the German electrical market remained in the range of approximately €184 billion last year as well. The outlook for a revival of growth (+2%) in 2026 offers hope. However, according to the ZVEI's outlook, Germany will thus exhibit the lowest growth momentum between 2024 and 2026.

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The ZVEI also provides an insightful look at the individual sales markets. The markets relevant to Voltatron are listed below: The global market for automation stagnated last year. Following a slight recovery in the previous year, noticeable growth is expected again for 2026 (+4%). Sales in the electrical installation systems and lighting sector could grow by 3% in 2026, after sales volume for lighting products in particular recently showed only very slight growth. The global market for communications technology is already at a stable level and, according to the ZVEI study, will also grow by 3% in 2026. A significant increase of 5% is expected in the information technology sector, as well as in the global market for medical technology products with electronic components, which is projected to grow by 4% in 2026. The market for energy technology is expected to rise from 5% growth in 2025 to 6% in the current year.

Projected Development of the Voltatron Group in Fiscal Year 2026

Based on this, the Voltatron Management Board expects the Group to continue its positive economic development overall in fiscal year 2026. Although the overall economic conditions will remain challenging and a rapid recovery of the market environment is not foreseeable, the Voltatron Group anticipates a further stabilization of its revenue and earnings situation, particularly through the acquisition of KOMITEC electronics GmbH and the planned measures to boost organic growth. In order to assess the Group's actual operating performance net of valuation-induced effects arising from business combinations, the Group uses so-called Alternative Performance Measures ("APM") in addition to the IFRS metrics. Furthermore, in view of the continuing economic uncertainty and the slow recovery of demand in the respective end markets to date, the Management Board provides forecast figures within a range. In addition to reflecting market conditions, management thereby also takes into account the agile structure and dynamic development of the Group.

Taking into account the full consolidation of KOMITEC electronics GmbH into the Voltatron Group following the acquisition of control on January 8, 2026, the Management Board expects consolidated revenue for the current fiscal year 2026 to range between €47 million and €51 million. The operating gross margin (gross profit as a percentage of consolidated revenue) is expected to be between 37% and 44%. The EBITDA margin[43], adjusted for purchase price allocation effects, is projected to be between 7% and 10%. The EBITDA margin based on the key figure "Operating profit before depreciation and impairment in accordance with IAS 36," defined in accordance with the new IFRS 18 standard, is identical. While the EBT margin under IFRS is expected to be approximately -2%, the EBT margin[44] adjusted for purchase price allocation effects is projected to be 3% to 4% for the full year 2026.

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Table: Development of the Group's Key Performance Indicators

In €'000	2024	"Forecast 1" 2025* (as of April 24, 2025)	"Forecast 2" 2025* (as of July 29, 2025)	Actual 2025	Actual 2025 (continuing operations)	Change	Forecast for fiscal year* 2026 (As of January 8, 2026)
Revenue	5,623	€15 million to €20 million	€23 million to €26 million	24,298	22,913	332.1%	Between €47 million and €51 million
Operating gross margin	27.4%	-	-	50.6%	40.9%	n/a	Between 37% and 44%
EBITDA**	-3,101	€0 million to €1 million	€1 million to €1.5 million	2,976	1,130	n/a	-
Adjusted EBITDA margin	-	-	-	15.1%	8.0%	n/a	Between 7% and 10%
EBITDA margin	-55.1%	-	-	12.3%	4.9%	n/a	Between 7% and 10%
Adjusted EBT margin	-	-	-	9.3%	2.1%	n/a	Between 3% and 4%
EBT margin	-72.3%	-	-	-3.0%	-11.0%	n/a	approx. -2%

Continuing operations
** EBITDA was a financial performance indicator and thus a forward-looking measure in fiscal year 2025. Starting in fiscal year 2026, EBITDA is no longer a forward-looking measure.

Overall Statement by the Management Board on the Group's Expected Development

Against the backdrop of the economic and industry-specific conditions outlined in the forecast report, and taking into account the full consolidation of KOMITEC electronics GmbH, the Management Board expects an overall positive operating performance for the Voltatron Group in fiscal year 2026. The planned increase in revenue and the forecasted margins reflect both the expanded Group structure and the initial effects of strategic development and operational stabilization. In line with the consistent implementation of the M&A growth strategy in fiscal year 2025, the Group recorded negative effects from purchase price allocations. The actual operating performance, adjusted for one-time special effects, is therefore transparently presented using the adjusted key figures described above. Overall, the Group thus sees itself on a clear growth path, which forms the basis for further strengthening its market position and a gradual improvement in earnings in the coming years.

Expected Development of Voltatron AG in Fiscal Year 2026

Voltatron AG, as the Group's parent company, is primarily responsible for service and central functions for the Group in addition to the sale of battery components and consequently contributes only to a limited extent to operational value creation. In fiscal year 2026, the parent company's share of the Group's total revenue will amount to only around 1%. As a result, the parent company faces significant costs associated with assuming core corporate functions, offset by a very low revenue volume. This leads to a permanent burden on the parent company's earnings; however, it is not decisive for the assessment of the Group's operating profitability.

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Table: Development of Key Performance Indicators for Voltatron AG (Individual Company)

In €'000	2024	Forecast 2025* (as of April 24, 2025)	Actual 2025	Change from previous year	Forecast for fiscal year 2026 (as of April 13, 2026)
Revenue	2,381	approx. €0.5 million	1,354	-35.7%	-
EBITDA	-2,393	€-1 million to €-2 million	1,152	n/a	-
Net income	-4,458	-	2,620	n/a	between €1 million and €2 million

Continuing operations

Overall Statement by the Management Board on the Expected Performance of Voltatron AG (Individual Company)

Overall, the Management Board anticipates that Voltatron AG will perform in line with its role as a central management and service unit in fiscal year 2026, with revenue continuing to make only a minor contribution to the company's economic performance. Given the company's primary holding and administrative function, the Management Board considers the expected level of earnings to be in line with objectives.

Disclosures under takeover law pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code

Composition of Subscribed Capital

The subscribed capital (share capital) of Voltatron AG as of December 31, December 2025 amounts to €22,387,297.00 and is divided into 22,387,297 no-par bearer common shares (no-par shares), each representing a proportionate amount of €1.00 of the share capital. In the 2025 fiscal year, a capital increase in kind was carried out through the issuance of 1,324,224 no-par bearer common shares, each representing a proportionate amount of €1.00 of the share capital (the "New Shares"). The New Shares are fully entitled to dividends as of January 1, 2025. At the beginning of the reporting year, i.e., as of January 1, 2025, the share capital amounted to €21,063,073.00 and was divided into 21,063,073 no-par value bearer shares (no-par shares) with a proportionate amount of €1.00 each in the share capital.

All shares are entitled to dividends. Each share entitles the holder to one vote at the Annual General Meeting.

Restrictions on Voting Rights or Transfer of Shares

The Management Board is not aware of any restrictions affecting voting rights or the transfer of shares.

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Equity Interests Exceeding 10% of Voting Rights

On February 10, 2025, Triathlon Holding GmbH notified Voltatron AG of its intention to sell its entire stake in the company's share capital. As the purchaser of a 28% stake, JIAOGULAN Holding AG, an investment company under Liechtenstein law, became the new anchor shareholder of Voltatron AG. Additionally, Geraer Batterie-Dienst GmbH, an investment company controlled by Martin Hartmann ("GBD"), acquired 12.88% of Voltatron's shares.

On August 19, 2025, GBD announced that it had acquired a block of shares totaling 2,450,000 shares from Herbert Böttner and EW-Trade AG, which is attributed to him. This increased GBD's stake to 24.51%. Herbert Böttner's stake - who, through EW-Trade AG, has been one of the company's major shareholders since 2021 - consequently decreased from 18.89% to 6.36%.

Shares with Special Rights Conferring Control

There are no shares with special rights that confer control.

Nature of Voting Control when Employees Hold Equity Interests

To the extent that employees hold shares in the capital, they cannot derive any special rights from this.

Appointment and Removal of Members of the Management Board and Amendment of the Articles of Association

With regard to the provisions governing the appointment and removal of members of the Management Board, reference is made to the statutory provisions of Sections 84 and 85 of the German Stock Corporation Act. With regard to the provisions governing amendments to the Articles of Association, we refer to the statutory provisions of Sections 133 and 179 of the German Stock Corporation Act.

Powers of the Management Board to Issue Shares

The Management Board was authorized by a resolution of the Annual General Meeting on July 8, 2025, subject to the approval of the Supervisory Board, to increase the Company's share capital by a total of up to €10,531,536.00 by July 7, 2030, through the issuance of up to 10,531,536 new no-par value bearer shares in exchange for cash and/or non-cash contributions, either in a single transaction or in multiple transactions. Shareholders' subscription rights may be excluded (Authorized Capital 2025).

The Management Board made use of this option on September 3, 2025, with the approval of the Supervisory Board on September 4, 2025, and increased the share capital through the issuance of

Annual Report 2025

1,324,224 new, no-par value bearer shares (no-par value shares), each representing a proportionate share of the Company's share capital of €1.00, in exchange for cash contributions. Following this partial utilization of the Authorized Capital 2025, the Management Board may exercise the authorization to the extent that the Company's share capital may be increased by an additional €9,207,312.00 through the issuance of up to 9,207,312 new no-par value bearer shares in exchange for cash and/or non-cash contributions.

Change of Control and Indemnification Agreements

There are no special provisions in the event of a change of control or special indemnification agreements of the Company in the event of a takeover bid.

Declaration of Compliance and Declaration on Corporate Governance

The Declaration of Compliance issued by the Management Board and Supervisory Board on February 28, 2026, pursuant to Section 161 of the German Stock Corporation Act, as well as the Declaration on Corporate Governance pursuant to Section 315d in conjunction with Section 289f (1) of the German Commercial Code, are permanently available on the Voltatron website at https://ir.voltatron.com/corporate-governance. They can also be found in this annual report in the "Corporate Governance" section.

Statement on Dependency Reporting pursuant to Section 312(3) of the German Stock Corporation Act

The Management Board of Voltatron AG has prepared a related-party transactions report for the 2025 fiscal year. Pursuant to Section 312(3) of the German Stock Corporation Act, the Management Board declares, mutatis mutandis, that Voltatron AG received appropriate consideration based on the circumstances known to the Management Board at the time the legal transactions were carried out. Actions taken or omitted did not result in any disproportionate disadvantage to Voltatron AG.

Supplementary Statement

The consolidated financial statements must be prepared based on the circumstances existing as of the balance sheet date. According to IAS 10.7, the disclosure period ends with the release of the consolidated financial statements for publication. The consolidated financial statements were approved for release on April 13, 2026, by the Management Board and forwarded to the Supervisory Board for signature on April 13, 2026. Up to this point, all information regarding circumstances and conditions arising up to the balance sheet date had to be taken into account.

Annual Report 2025

After the balance sheet date, December 31, 2025, Voltatron AG signed a purchase agreement for the acquisition of all shares in KOMITEC electronics GmbH, based in Zwönitz. Control was acquired upon the signing of the share purchase agreement on January 8, 2026.

With this acquisition, the Voltatron Group is continuing its strategic M&A growth strategy as planned and is specifically strengthening the Voltatronics business division. Through the acquisition of KOMITEC electronics GmbH, the Group is expanding its value chain, in particular by adding additional resources in electronics development as well as significant capacities in medium- and large-scale production of electronic assemblies, devices, and systems. Furthermore, with this acquisition, Voltatron is broadening its customer base and enhancing flexibility and delivery reliability in the EMS business.

KOMITEC was founded in 1992 and is an established provider of Electronic Manufacturing Services (EMS) for industrial applications. The company employs approximately 110 people and generated revenue of approximately €17.5 million in the 2024 fiscal year (according to German Commercial Code). KOMITEC operates an electronics production facility covering more than 4,000 square meters in Zwönitz, in close proximity to EKM Elektronik GmbH. In addition, KOMITEC has a location in Bulgaria that primarily supports projects with a higher proportion of manual manufacturing. The plant in Eastern Europe thus constitutes the third production unit within the Voltatron Group.

The acquisition is structured such that the purchase of the shares will be made in exchange for a cash payment and the issuance of new shares of Voltatron AG resulting from a capital increase through non-cash contributions. This is expected to result in an increase in the company's share capital by €627,719.00, from €22,387,297.00 to €23,015,016.00, through the partial utilization of the Authorized Capital 2025. Accordingly, 627,719 new no-par bearer shares are expected to be issued in the course of the second quarter as part of the capital increase in kind in exchange for a contribution in kind in the form of the transfer of all shares in KOMITEC electronics GmbH. The new shares will be issued at a price of €1.00 per share with dividend rights effective from the beginning of the 2026 fiscal year. The subscription will take place as planned, excluding the statutory subscription rights of the remaining shareholders, exclusively by the existing shareholders of KOMITEC. The cash purchase prices were financed using available credit lines from affiliated companies.

The managing director and principal shareholder of KOMITEC, Mr. Jochen Schmitt-Ruenhorst, will continue to lead the company as managing director.

The transaction has no impact on the consolidated financial statements of Voltatron AG as of December 31, 2025. The economic effects of the acquisition will be reflected for the first time in the 2026 fiscal year.

On February 12, 2026, Voltatron founded VEMCOM Solutions GmbH, headquartered in Fürth. The sole shareholder is Voltatron AG, Fürth. The company has a share capital of €25 thousand. The statutory business purpose is the development, manufacture, assembly, testing, packaging, as well as the distribution and trade of electronic, electrotechnical, and mechatronic assemblies, systems, components, and devices of all kinds, particularly within the scope of Electronic Manufacturing Services (EMS). The company's scope of business also includes the wholesale and retail trade in electronic components and systems, as well as the provision of development, consulting, logistics, service, maintenance, and other technical services related to electronic and electrotechnical products. The company was entered in the commercial register on March 16, 2026.

Annual Report 2025

In the future, Voltatron will drive sales activities in the Asia-Pacific region through VEMCOM Solutions. To this end, the Group plans to establish a local representative office to build an efficient supplier network for electronic parts and components.

In the 2025 reporting year, profit transfer agreements were concluded between the Company and its subsidiaries EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH. The agreements establish a tax group within the meaning of Section 14 et seq. of the German Corporate Income Tax Act (KStG), the tax effects of which will take effect for the first time in the 2026 fiscal year, i.e., after the balance sheet date of December 31, 2025.

Annual Report 2025

Consolidated Financial Statements

Consolidated Income Statement

In €'000	Note	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Revenue from continuing operations	3.1	22,913	-
Other operating income	3.2	411	-
Decrease in inventories of finished and work-in-progress goods		-1,640	-
Total operating performance from continuing operations		21,684	-
Cost of materials	3.3	-12,322	-
Gross profit from continuing operations		9,362	-
Personnel expenses	3.4	-5,430	-424
Depreciation and amortisation of property, plant and equipment and intangible assets	3.6, 3.12	-566	-6
Depreciation and amortisation in the context of purchase price allocation	3.6	-2,313	-
Other operating expenses	3.5	-2,801	-941
Earnings before interest and tax (EBIT) from continuing operations		-1,748	-1,371
Financial income		29	22
Financing expense		-790	-128
Financial result	3.7	-761	-106
Earnings before taxes (EBT) from continuing operations		-2,509	-1,477
Income taxes	3.8	2,871	-8
Other taxes		-116	-
Income from continuing operations		246	-1,485
Income from discontinued operations		1,775	-2,591
Consolidated net income		2,020	-4,076
Earnings per share in € (basic)	3.9	0.01	-0.20
Earnings per share in € (diluted)	3.9	0.01	-0.20
Average number of shares outstanding (basic)	3.9	21,240,846	19,394,142
Average number of shares outstanding (diluted)	3.9	21,240,846	19,394,142

Consolidated Statement of Comprehensive Income

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Consolidated net income	2,020	-4,076
Total comprehensive income	2,020	-4,076
Thereof attributable to non-controlling interests	-	-185

Annual Report 2025

Consolidated Balance Sheet

In €'000	Note	Dec. 31, 2025	Dec. 31, 2024

Assets

Non-current assets
Intangible Assets	3.10	24,376	1,957
Property, plant and equipment	3.11	6,131	180
		30,507	2,137

Current assets
Inventories	3.14	5,110	508
Contractual assets	3.1	3,544	-
Trade receivables	3.15	3,316	474
Receivables from related parties	4.3	-	105
Other current assets	3.16	1,288	350
Cash and cash equivalents	3.17	4,358	2,050
Non-current assets held for sale	3.13	-	96
		17,616	3,583

Total ASSETS		48,124	5,720
In €'000	Note	Dec. 31, 2025	Dec. 31, 2024
---	---	---	---

Equity and Liabilities

Equity
Subscribed capital	3.18	22,387	21,063
Capital reserve	3.18	24,320	21,574
Non-controlling interests	3.18	-	-248
Net loss	3.18	-43,692	-45,350
		3,015	-2,961

Non-current provisions and liabilities
Non-current liabilities from leases	3.19	547	155
Non-current financial liabilities	3.20, 4.3	39,236	-
Deferred tax liabilities	3.8	1,317	-
		41,100	155

Current provisions and liabilities
Current liabilities from leases	3.19	337	116
Current financial liabilities	3.20	121	6,823
Trade payables		950	226
Current provisions	3.22	1,234	946
Other current liabilities	3.21	1,366	415
		4,008	8,526

Total EQUITY & LIABILITIES		48,124	5,720

Annual Report 2025

Consolidated Cash Flow Statement

In €'000	Note	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Net income from continuing operations		246	-1,485
Depreciation of fixed assets		2,879	6
Financial result		761	106
Gain (-) on the disposal of property, plant, and equipment and financial assets		12	-
Increase (-), decrease (-) in other provisions and pension provisions		91	-562
Other non-cash expenses and income		-93	-4
Increase (-) in trade receivables, other receivables, and other assets		1,012	-
Increase (-) in inventory		3,285	-
Increase (-), decrease (-) in trade payables and other liabilities		-1,585	319
Payments for short-term leases		25	-
Tax expenses		-2,871	8
Tax payments		-1,318	-8
Cash flow from operating activities from continuing operations	3.27	2,444	-1,621
Proceeds from the disposal of property, plant, and equipment		8	-
Payments for investments in property, plant, and equipment		-640	-30
Payments for investments in intangible assets		-58	-15
Cash and cash equivalents acquired in connection with business combinations		6,047	-
Payments for business acquisitions		-11,250	-
Payments for short-term leases		-25	-
Cash flow from investing activities from continuing operations	3.27	-5,918	-45
Payments for the repayment of loans		-9,210	-
Payments for the redemption of liabilities from leases		-240	-29
Proceeds from capital increases		-	2,611
Payments for the acquisition of non-controlling interests		-299	-
Interest paid on financial loans		-74	-125
Interest paid on lease liabilities		-32	-1
Interest income		29	22
Proceeds from the issuance of debt securities		11,750	2,600
Cash flows from financing activities from continuing operations	3.27	1,924	5,078
Change in cash and cash equivalents from continuing operations		-1,549	3,412
Change in cash and cash equivalents from discontinued operations		3,857	-2,293
Cash and cash equivalents at the beginning of the period		2,050	931
Cash and cash equivalents at the end of the period	3.17, 3.27	4,358	2,050

Annual Report 2025

Consolidated Statement of Changes in Equity

In €'000	Subscribed capital	Capital reserve	Retained earnings/ accumulated losses	Net income/net loss (unless after partial appropriation of profits)	Total	Non-controlling interests	Total Group equity
January 1, 2024	19,148	20,878	-41,458	0	-1,431	-63	-1,494
Capital increase	1,915	696	0	0	2,611	0	2,611
Consolidated net income	0	0	0	-3,891	-3,891	-185	-4,076
December 31, 2024	21,063	21,574	-41,458	-3,891	-2,713	-248	-2,961
In €'000	Subscribed capital	Capital reserve	Retained earnings/ accumulated losses	Net income/net loss (unless after partial appropriation of profits)	Total	Non-controlling interests	Total Group equity
---	---	---	---	---	---	---	---
January 1, 2025	21,063	21,574	-45,350	0	-2,713	-248	-2,961
Capital increase	1,324	2,887	0	0	4,211	0	4,211
Capitalization of equity financing costs	0	-141	0		-141	0	-141
Acquisition of non-controlling interests	0	0	-362	0	-362	248	-114
Consolidated net income	0	0	0	2,020	2,020	0	2,020
December 31, 2025	22,387	24,320	-45,712	2,020	3,015	0	3,015

Annual Report 2025

Notes to the Consolidated Financial Statements

1. General Information

Voltatron AG (formerly: Voltabox AG), listed on the Regulated Market (Prime Standard) of Deutsche Börse AG in Frankfurt am Main (ISIN DE000A2E4LE9), headquartered at Flößaustraße 22 in 90763 Fürth (registered with the Fürth Local Court under number HRB 22157), is a provider of electronics and battery system solutions primarily for industrial applications.

The Group is active in the global distribution of electrical components and assemblies manufactured to customer specifications. The Group's activities also include production services, the development, manufacture, and procurement and inventory management of complete electronic assemblies and devices, as well as cable assembly (collectively referred to as Electronic Manufacturing Services, or EMS for short). The core business also includes the development, distribution, and production of solutions for industrial electromobility, in particular lithium-ion battery systems, as well as the management of patents, licenses, and utility models. In addition, the company's scope of business includes the development, design, construction, distribution, acquisition, and operation of stationary energy and battery storage systems, as well as the corresponding project development and planning services for these facilities.

By resolution of the Annual General Meeting on July 8, 2025, the company's registered office was relocated from Paderborn to Fürth, and the company name was changed to Voltatron AG (formerly: Voltabox AG). The entries regarding the relocation of the registered office and the change of name were filed with the Fürth Local Court on October 28, 2025.

Voltatron AG is the parent company of the Group and prepares the consolidated financial statements for the Group's largest and, at the same time, smallest group of consolidated companies. Until March 10, 2025, the controlling shareholder of Voltatron AG was Sunlight Group Energy Storage Systems Industrial and Commercial Société Anonyme, the parent company of Triathlon Holding GmbH, which held 47.88% of the shares in Voltatron AG at that time. As a result of the sale of the shares held by Triathlon Holding GmbH to JIAOGULAN Holding AG, Geraer Batterie-Dienst GmbH, and FAS Vermögensverwaltung GmbH, Sunlight Group Energy Storage Systems Industrial and Commercial Société Anonyme also lost its status as the controlling shareholder of Voltatron AG.

The Management Board prepared the consolidated financial statements as of December 31, 2025, and the combined management report for the reporting period from January 1 to December 31, 2025, on April 13, 2026, and released them for submission to the Supervisory Board. The Supervisory Board generally has the option to amend the consolidated financial statements after they have been released by the Management Board. The consolidated financial statements were reviewed by the Supervisory Board and approved on April 13, 2026.

The consolidated financial statements and the summary management report of Voltatron AG for the reporting period from January 1 to December 31, 2025, are disclosed in the Commercial Register and are also available as part of the annual report on the Voltatron AG website (www.voltatron.ag). The annual financial report is published in the Commercial Register in the uniform electronic reporting format (ESEF).

The consolidated financial statements as of December 31, 2025, are prepared on a going concern basis. Accordingly, the values of assets and liabilities are determined on a going concern basis.

Annual Report 2025

1.1 Application of International Financial Reporting Standards (IFRS)

The consolidated financial statements of Voltatron AG as of December 31, 2025, were prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London, as well as the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRSIC) and the supplementary commercial law provisions applicable pursuant to Section 315e (1) of the German Commercial Code.

The effects of new and amended accounting standards are listed below. New or amended standards will be implemented accordingly, provided they are mandatory.

Table: New or revised accounting principles and their impact on Voltatron

Standard	Content	Impact
IFRS 18	IFRS 18 fundamentally changes the presentation and disclosures in financial statements. The goal is to increase transparency and improve the comparability of the income statement. In the future, companies must clearly explain individual metrics and provide detailed reconciliations for alternative performance measures. The structure of the income statement is simplified, and subtotals such as operating profit are reported consistently. Disclosures regarding judgment calls and estimates are expanded. In preparation for the implementation of the standard, companies must review existing reporting processes and IT systems and adapt them as necessary to meet the new requirements. First-time application is scheduled to begin on January 1, 2027. Companies must prepare for the new requirements in a timely manner, as significant changes are expected in the presentation of income statements and cash flow statements. Overall, IFRS 18 leads to greater standardization and increased disclosure requirements in financial statements, which affects both internal processes and external reporting.	In preparation for the implementation of the new standard, the Group is conducting a detailed review of its current reporting processes and IT systems to identify and implement necessary changes.
Amendments to IAS 7, IFRS 1, IFRS 7, IFRS 9, and IFRS 10	The annual improvements to IFRS, Volume 11, include targeted adjustments and clarifications to several standards to simplify their application and eliminate existing inconsistencies. The proposed amendments to IAS 7 include a more precise presentation of the statement of cash flows, particularly regarding the classification and disclosure of cash flows. For IFRS 1, the rules for the initial adoption of international financial reporting standards are being refined so that new users of IFRS benefit from clearer guidance. IFRS 7 is being expanded to include additional disclosure requirements related to financial instruments in order to increase transparency in financial statements and improve comparability between companies. The amendments to IFRS 9 relate in particular to the measurement and classification of financial instruments, which is intended to ensure a more consistent application of the standards. IFRS 10 is being amended with regard to consolidation requirements to clarify the definition of control in complex group structures. Overall, the annual improvements serve to update existing standards, increase clarity for users, and further improve the quality of reporting. The amendments took effect on January 1, 2026. Companies should review their reporting processes early on to ensure they can implement the new requirements in a timely manner.	The Group is currently assessing the impact on financial reporting.

There are no other new or amended standards that could have a material impact on the Group's future financial statements.

In addition to the new IFRS accounting standards and the amendments to existing standards, various clarifications were issued by the IFRSIC. The Company closely monitors these clarifications and analyzes their impact on its own accounting policies. For reasons of materiality, the clarifications are not listed separately here.

Annual Report 2025

1.2 Consolidation Principles and Scope of Consolidation

Subsidiaries that are "controlled" by Voltatron AG within the meaning of IFRS are included in the consolidated financial statements in accordance with the rules of full consolidation. "Control" over a subsidiary requires that the parent company has the power to direct the subsidiary's significant activities, that the parent company is entitled to variable returns from the subsidiary, and that the parent company can exercise its power to influence those variable returns. The individual financial statements of the subsidiaries included in the consolidated financial statements are prepared in accordance with uniform Group accounting and valuation policies that comply with IFRS.

Business combinations are accounted for using the acquisition method. At the date of initial consolidation, the carrying amounts of the investments to be consolidated are offset against the revalued equity interest attributable to them. In the revaluation, the assets and liabilities of the acquired entities are recognized at their fair values as of the date of initial consolidation. Any positive difference arising upon initial consolidation is capitalized as goodwill and is subject to an impairment test annually, or more frequently during the year if specific events suggest a reduction in the value of the goodwill, in accordance with IAS 36.

Receivables and liabilities, revenues, and expenses and income between consolidated companies are offset against each other. Intercompany gains and losses in property, plant, and equipment, intangible assets, and inventories are eliminated through profit or loss. Intercompany allowances and provisions are reversed.

For consolidation adjustments affecting net income, the income tax implications are taken into account to the extent that they relate to temporary differences, and deferred taxes are recognized.

The following companies were included in Voltatron AG's scope of consolidation for the 2025 fiscal year

Table: Scope of consolidation of Voltatron AG in fiscal year 2025

Company	Headquarters	Revenue in €'000 during the period of consolidation	Start of consolidation	Significant segment allocation
GreenCluster GmbH	Paderborn, Germany	260	2022	Voltastore segment (business activities in the area of complete photovoltaic systems discontinued; energy storage & stationary batteries)
EKM Elektronik GmbH	Zwönitz, Germany	18,133	March 1, 2025	Voltatronics segment (EMS services, particularly electronics manufacturing)
Voltatron Real Estate GmbH	Fürth, Germany	0	July 3, 2025	Corporate Segment (Management and leasing of company-owned real estate and land)
GMS Electronic Vertriebs GmbH	Jockgrim, Germany	5,445	August 1, 2025	Voltatronics Segment (EMS services, particularly electronics manufacturing)

All consolidated financial statements are prepared as of the same reporting date, December 31, 2025, and in the same currency, the euro.

In addition, Voltatron AG held an equity interest in ForkOn GmbH, based in Haltern am See, during the reporting year. This equity interest was sold pursuant to a purchase agreement dated March 31, 2025.

Annual Report 2025

2. Notes on Accounting and Valuation Methods

2.1 General

The consolidated financial statements were prepared in euros, the Group's reporting and functional currency. Unless otherwise noted, all amounts are rounded to the nearest thousand euros (€'000). The reporting period of the Voltatron Group in these financial statements covers the period from January 1 to December 31, 2025. Individual items in the balance sheet, the consolidated statement of comprehensive income, and the consolidated income statement have been combined to improve the clarity and readability of the presentation.

The accounting policies, as well as the notes and other disclosures, are applied consistently. Only the liabilities previously reported under the balance sheet item "Liabilities to related parties" are now reported under the item "Financial liabilities" to provide a more clear presentation of the balance sheet. This item is explained in the section on Financial Liabilities (Note 3.20 to the Consolidated Financial Statements).

The consolidated income statement is structured unchanged according to the total cost method. The balance sheet distinguishes between current and non-current assets and liabilities, which are broken down in detail by maturity in the notes. Assets and liabilities are considered current if they are due within a period of twelve months.

Accounting and valuation are based on the assumption of going concern.

The consolidated statement of comprehensive income and, accordingly, the consolidated income statement are structured according to the total cost method and were adjusted for the prior year in accordance with the provisions on discontinued operations under IFRS 5.32 et seq. Only continuing operations are reported up to the profit or loss after tax from continuing operations. The profit or loss from discontinued operations is presented separately. To improve clarity and transparency, the items in the consolidated statement of comprehensive income and the consolidated balance sheet have been aggregated; a detailed breakdown and explanation is provided in the notes to the consolidated financial statements. Unless explicitly stated otherwise, the disclosures in the notes to the consolidated financial statements regarding the consolidated statement of comprehensive income relate exclusively to continuing operations.

2.2 Revenue from Contracts with Customers

The Company's revenue primarily results from the development, manufacture, and delivery of customer-specific electronic assemblies as well as supplementary engineering services in the area of hardware and software development. Revenue is recognized in accordance with IFRS 15 "Revenue from Contracts with Customers" using the five-step model for revenue recognition. Revenue is recognized in the amount of the consideration that the Company expects to receive in exchange for the transfer of goods or services to the customer.

Identification of Contracts with Customers

Contracts with customers are generally concluded through a quotation, order, and order confirmation. These documents include, in particular, technical specifications, delivery quantities, prices, and payment terms. The contracts meet the criteria of IFRS 15.9, as the rights and obligations of the contracting parties are clearly defined, the contract has economic substance, and the receipt of consideration is probable. To hedge against credit risks, credit checks are conducted and trade credit insurance is taken out. Trade receivables are covered under trade credit insurance. In addition, the insurance also covers production risks for customer-specific manufacturing orders

Annual Report 2025

with a coverage period of up to twelve months. In some cases, retention of title agreements are also entered into.

Identification of Performance Obligations

The primary performance obligations consist of the manufacture and delivery of customer-specific electronic assemblies as well as supplementary development services. The production and delivery of customer-specific assemblies constitute independently identifiable goods within the meaning of IFRS 15.26. In the case of series production, delivery batches or individual orders are each considered to be independent performance obligations.

Hardware and software development services are regularly commissioned separately and constitute distinct performance obligations, as the customer can derive independent benefits from the development results and these are separable from other services. Measures for production preparation, on the other hand, are not considered distinct performance obligations but are treated as part of the respective manufacturing orders.

Determination of the Transaction Price and its Allocation

The transaction price generally corresponds to the contractually agreed consideration. Variable consideration or significant financing components are typically not present. Payment terms are within the range customary for the industry and include standard discount or bonus provisions that do not have a material financing effect.

If there are multiple performance obligations, the transaction price is allocated based on the contractually agreed unit prices. The amount and allocation of the transaction prices can generally be clearly determined.

Timing of Revenue Recognition

Revenue from the manufacture of customer-specific electronic assemblies is primarily recognized on a time-based basis, as the requirements of IFRS 15.35(c) are met. Due to their customer-specific design, the manufactured products have no alternative use, and the Company has an enforceable right to payment for services already rendered. The percentage of completion is regularly determined based on the manufacturing costs incurred (cost-to-cost method).

In cases where the requirements for period-based revenue recognition are not met, revenue is recognized at the point in time when control passes to the customer. This is typically the case upon delivery of the products "ex works" in accordance with the contractual agreements. Retention of title in this context merely constitutes a protective right and does not prevent the transfer of control.

Revenue from development services is generally recognized on an accrual basis as well. Due to short lead times and relatively small volumes, in practice revenue is sometimes recognized at the time of billing, applying the materiality principle.

Contractual Assets

Under the percentage-of-completion method, contractual assets are recognized to the extent that the Company has already rendered services, but the right to consideration is still contingent upon further contractual conditions. These are determined based on the ratio of work performed to amounts already billed. Contract liabilities arise to the extent that advance payments received or advance invoices issued exceed the percentage of work performed.

Annual Report 2025

Contractual assets are subject to impairment testing in accordance with IFRS 9. Due to existing trade credit insurance, the credit checks performed, and the hedging of production risks with a term of up to twelve months, default risks are significantly mitigated; nevertheless, valuation is performed in accordance with IFRS 9, taking these risk mitigations into account or applying the expected credit loss model.

The accounting principles presented are in line with standard practice in the EMS industry and appropriately reflect the economic substance of the customer contracts.

Significant Payment Terms

Revenue is recognized based on the stage of completion of the service, provided that the performance obligations are fulfilled over a specific period. As the provision of services progresses, contractual assets are recognized in the amount of services already rendered but not yet invoiced. Upon the occurrence of an unconditional right to consideration, the previously recognized contractual assets are reclassified as trade receivables. An unconditional right exists when the due date of the consideration is determined solely by the passage of time. This approach ensures that revenue is recognized in the appropriate period in accordance with the actual progress of performance.

The principal payment terms are in line with industry standards and generally provide for payment terms averaging approximately 30 days. There are no significant financing components within the meaning of IFRS 15.60 et seq. The agreed consideration is predominantly fixed and is subject only to customary revenue reductions such as discounts or minor bonus agreements. Variable consideration components are of minor significance and are taken into account accordingly in revenue recognition. Limitations regarding the estimation of variable consideration in accordance with IFRS 15.56-58 are therefore not material.

The Company makes use of the relief provision in IFRS 15.121 and refrains from disclosing the remaining performance obligations, as the terms of the underlying customer contracts are generally less than twelve months and are typically fulfilled within one month. The production lead time is generally between 10 and 30 working days. This contract structure corresponds to the order-based manufacturing common in the EMS industry, characterized by short production and delivery cycles. Furthermore, the contracts regularly give rise to short-term performance obligations without significant long-term commitments. Significant judgment calls within the meaning of IFRS 15.122 relate in particular to the assessment of revenue recognition over time and the determination of performance progress using the cost-to-cost method. These assumptions are based on empirical values, project calculations, and regularly updated cost forecasts, and are reviewed on an ongoing basis.

2.3 Business Combinations in the Reporting Period

In the reporting year, Voltatron AG acquired two companies.

Acquisition of EKM Elektronik GmbH

On February 10, 2025, Voltabox AG entered into an agreement to acquire 99% of the shares in EKM Elektronik GmbH – this constitutes a business combination within the meaning of IFRS 3. As part of the strategic development of the Voltatron Group, EKM Elektronik GmbH forms the foundation for the sustainable development of the Voltatronics business segment. Synergy effects are expected only as part of the further implementation of the M&A growth strategy.

On March 6, 2025, the conditions for closing were met. The closing took place on March 10, 2025; accordingly, the company was included in the scope of consolidation for the first time via full consolidation in March 2025. The amount of the minority interest in EKM Elektronik GmbH, amounting to 1% as of the

Annual Report 2025

acquisition date, was valued at €183 thousand in accordance with purchase price allocation. The par value amounts to €250 of the share capital.

EKM is an electronics specialist and solutions provider for industrial and consumer applications in the fields of medical and battery technology, energy storage, motorsports, and power electronics. The company was most recently majority-owned by Triathlon Holding GmbH and employs approximately 140 people. Since its founding in 2000, the company, headquartered in Zwönitz, Saxony, has developed into one of the established EMS (Electronics Manufacturing Services) providers in Germany and boasts a state-of-the-art machine park. EKM has no subsidiaries. The purchase price amounts to approximately €28.6 million and was settled via an accelerated payment process. No agreements regarding contingent consideration were made. The acquisition is financed by a subordinated loan concluded in fiscal year 2025. The loan is secured by a pledge of the acquired EKM shares to the lender, Geraer Batterie-Dienst GmbH. EKM Elektronik GmbH has a positive EBITDA. In fiscal year 2025, the company contributed pro-rata revenue of €18.1 million to consolidated revenue. EBITDA amounts to approximately €2.1 million. EKM Elektronik GmbH possesses specialized expertise, a broad customer base, and an established business model, which is reflected in the goodwill to be recognized. According to the purchase price allocation, this amounts to €10.4 million. The recognized goodwill is not tax-deductible.

The following table shows the assets acquired and liabilities assumed in connection with the EKM acquisition:

Table: Fair values (IFRS) of EKM Elektronik GmbH

March 10, 2025 (acquisition date as defined by IFRS 3)	In €'000
Property, plant, and equipment	2,939
Intangible assets	12
Inventories	3,391
Receivables	3,224
Other assets	258
Cash and cash equivalents	3,943
Total assets acquired	13,766
Liabilities	1,848
Liabilities from leases	747
Bank liabilities	600
Provisions	337
Total liabilities assumed	3,533
Purchase price (PPA)	28,749
Positive difference*	18,518
Goodwill	10,444

Excess purchase price to be allocated

No contingent liabilities were assumed in connection with the acquisition of EKM Elektronik GmbH. Receivables expected to be uncollectible have already been taken into account in the fair value assessment. No other uncollectible items are known. The trade receivables and loan receivables assumed as part of the acquisition had a gross amount of €3,224 thousand as of the acquisition date. The best possible estimate of the contractual cash flows that are not expected to be realized amounts to €0 thousand. The fair value thus corresponds to the gross amount of the receivables.

There were no pre-existing relationships at the time of the fair value assessment. Furthermore, no additional conditions regarding the purchase price have been agreed upon that would subsequently alter it.

The transaction-related costs recognized in profit or loss amount to approximately €96 thousand.

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Acquisition of GMS Electronic Vertriebs GmbH

On July 29, 2025, Voltatron AG entered into an agreement to acquire 100% of the shares in GMS Electronic Vertriebs GmbH ("GMS"), headquartered in Jockgrim, Rhineland-Palatinate, by way of a mixed contribution in kind. The transaction was completed and control was acquired on the very same day – this constitutes a business combination within the meaning of IFRS 3. Accordingly, the company was included in the scope of consolidation as of July 29, 2025.

GMS has been active in the market for more than 25 years and specializes in the procurement, manufacturing, and inventory management of electronic assemblies, as well as the global distribution of electronic components and custom-manufactured assemblies for applications in medical technology, event technology, industry, automation, and network and communications technology. Manufacturing is carried out by external EMS contract manufacturers. This primarily includes EKM Elektronik GmbH, with which synergies are expected. This encompasses, among other things, sales activities, purchasing, and inventory management.

The company was most recently owned by Gebhart Holding GmbH. GMS employs approximately 20 people and has no subsidiaries. In fiscal year 2025, GMS contributed €5.4 million to consolidated revenue. Its contribution to earnings amounts to an EBITDA of €8,000.

The purchase price consists of a cash payment of approximately €11.3 million and 1,324,224 new Voltatron shares with a par value of €1.00 each. In accordance with IFRS 3.37, the fair value of the equity-based component of the purchase price was based on the closing price of the Voltatron share of €3.18 as of July 28, 2025, the day prior to the closing of the transaction. The fair value of the consideration in Voltatron shares is therefore approximately €4.2 million. This results in a total purchase price of approximately €15.5 million. The acquisition is financed by a subordinated loan concluded in fiscal year 2025. As part of the purchase price allocation, valuation effects of approximately €1.8 million are attributable to "pre-existing relationships," i.e., existing business relationships between EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH, which increase the total consideration. The consideration for the purposes of purchase price allocation thus totals €17.3 million.

GMS has long-standing, stable business relationships with its customers as well as a significant order backlog, which is reflected in goodwill to be recognized. According to the purchase price allocation, this amounts to €3.3 million. The recognized goodwill is not tax-deductible.

Table: Fair values (IFRS) of GMS Electronic Vertriebs GmbH

July 29, 2025 (acquisition date as defined by IFRS 3)	In €'000
Intangible assets	18
Property, plant, and equipment	209
Contractual assets	2,317
Inventories	4,308
Receivables	2,514
Other assets	19
Cash and cash equivalents	2,104
Prepaid expenses and deferred charges	39
Total assets acquired	11,528
Trade payables	939
Liabilities from leases	48
Advance payments received and other liabilities	1,002
Provisions	482
Deferred taxes	126
Total liabilities assumed	2,597
Purchase price (PPA)	17,307
Positive difference*	8,376
Goodwill	3,291

Excess purchase price to be allocated

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No contingent liabilities were assumed in connection with the acquisition of GMS.

Receivables expected to be uncollectible have already been taken into account in the fair value assessment. No additional uncollectible items are known. The trade receivables assumed as part of the acquisition had a gross amount of €2,514 thousand as of the acquisition date. The best possible estimate of the contractual cash flows that are not expected to be realized amounts to €0 thousand. The fair value thus corresponds to the gross amount of the receivables.

Furthermore, no additional conditions regarding the purchase price have been agreed upon that would subsequently alter it.

The transaction-related costs recognized in profit or loss amount to approximately €147 thousand.

Additional Disclosures regarding Business Combinations

The pro forma disclosures required under IFRS 3.B64(q)(ii) were determined on a combined basis for all business combinations that took place in fiscal year 2025. Due to varying acquisition dates and the limited availability of comparable historical financial information, a separate presentation of the individual business combinations was not provided. A separate calculation would only be possible with disproportionate effort and would not significantly increase the informative value of the disclosures. Assuming that all business combinations completed in fiscal year 2025 had already taken place as of January 1, 2025, the revenue from continuing operations would have amounted to €36.9 million and the profit from continuing operations to €1.5 million. The pro forma figures were prepared for comparative purposes using the Group's uniform accounting and valuation methods. They are based on various assumptions and estimates and therefore do not necessarily reflect the Group's actual net assets, financial position, and earnings situation that would have resulted had the business combinations already taken place at the beginning of the reporting period. Potential synergy effects and integration-related expenses were not taken into account in the pro forma figures.

2.4 Non-current Assets Held for Sale and Discontinued Operations

Non-current assets or disposal groups are classified as held for sale if their carrying amount is intended to be realized primarily through a sale rather than through continued use. For this to be possible, the asset must be available for sale in its current condition, and a sale must be highly probable within one year. In such a case, the relevant assets and associated liabilities are reported separately on the balance sheet. They are measured at the lower of carrying amount and fair value less costs to sell. From the date of classification, no further depreciation is recognized. If the sale does not proceed as planned, the classification as held for sale is reversed, and the asset is measured at the lower of its carrying amount, adjusted for any depreciation, and its recoverable amount. A discontinued operation is a component of the entity that has either been sold or is classified as held for sale and constitutes a separate, significant business unit or geographic region. The results of such operations are reported separately in the income statement as profit (loss) after tax from discontinued operations. The prior-year figures in the income statement are adjusted accordingly to ensure comparability.

If the criteria for classification as an asset held for sale or a discontinued operation are met only after the balance sheet date, no retroactive adjustment is made to the balance sheet or the income statement as of the balance sheet date. Instead, a note is included in the notes to the financial statements explaining that a decision regarding the disposal was made after the balance sheet date and outlining the expected financial effects.

Based on the Management Board's proposal, the Company's Supervisory Board resolved at its meeting on March 19, 2025, to dispose of the following non-current assets or to discontinue the

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related business activities. The resolutions are part of a plan for the comprehensive restructuring and strategic development of the Group.

Table: Non-current assets held for sale and discontinued operations

Description	Description	Disposal information	Segment allocation	Classification
ForkOn GmbH	As of March 31, 2025, Voltatron AG (formerly: Voltabox AG) held a 4.5% stake in the common stock of ForkOn GmbH.	Pursuant to a share sale agreement dated March 31, 2025, the Company sold its equity interest in ForkOn GmbH, which had a remaining book value of €96 thousand, for a purchase price of €96 thousand, with no impact on profit or loss.	Voltamobil	Non-current asset held for sale
GreenCluster GmbH	On April 20, 2025, Voltatron AG (formerly: Voltabox AG) increased its previously held 80% stake in the share capital of GreenCluster GmbH to 100%.	With the aim of ending the loss-making situation, the operations of GreenCluster GmbH were suspended as of the end of May 2025 until further notice.	Voltastore	Discontinued business segment
Business activities in the field of high-voltage battery systems	Voltatron AG was most recently active in this sector in the project planning, sales, and production of high-voltage battery systems and related components.	As part of an asset deal agreement concluded on March 31, 2025, Voltatron AG (formerly: Voltabox AG) sold the assets related to its business activities in the field of high-voltage battery systems, along with the associated intellectual property rights. The sale price amounts to €4.0 million. As part of the transaction, the intangible assets capitalized on the balance sheet in connection with a high-voltage battery management system were sold. In total, the non-current assets disposed of as part of the transaction amount to approximately €2.0 million. This results in sales proceeds of approximately €2.0 million.	Voltamobil	Discontinued operations

The following overview shows the expenses and income from discontinued operations for the reporting year and the prior-year period:

Table: Expenses and income from discontinued operations

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Revenue	1,386	5,623
Other operating income	3,026	231
Gross profit	3,048	1,542
Expenses	-1,203	-3,277
EBITDA	1,845	-1,735
Earnings before taxes from discontinued operations	1,770	(2,591)
Income taxes	2	-
Income from discontinued operations	1,775	-2,591

The following table shows cash flows from discontinued operations:

Table: Cash flows from discontinued operations

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Cash flow from operating activities	-118	-890
Cash flow from investing activities	4,089	-1,276
Cash flow from financing activities	-114	-127
Change in cash and cash equivalents from discontinued operations	3,857	-2,293

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The structure and scale of the Voltatron Group in the reporting year – taking into account the matters covered by IFRS 5, namely the sale of business activities in the high-voltage battery systems segment, the discontinuation of business operations in the complete photovoltaic systems segment via the subsidiary GreenCluster GmbH, and the sale of the equity interest in ForkOn GmbH – led to the discontinuation of Group management by the Voltamobil and Voltastore segments.

As of December 31, 2025, the Group is managed according to the Voltatronics segment. This segment includes the companies EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH, which were acquired during the fiscal year.

2.5 Group Segments

The Voltatron Group's segment reporting is conducted in accordance with IFRS 8 "Operating Segments" using the so-called management approach. Under this approach, segment delineation is based on the internal organizational and reporting structure as well as the information regularly provided to the chief operating decision maker.

Operating segments within the meaning of IFRS 8.5 are components of an entity that engage in business activities from which revenue is generated and expenses are incurred, whose operating results are regularly reviewed by the Chief Operating Decision Maker (CODM), and for which separate financial information is available. The Management Board of Voltatron AG acts as the Chief Operating Decision Maker within the meaning of IFRS 8.7 and is responsible for the allocation of resources and the assessment of segment performance.

Reportable segments are determined based on the quantitative criteria set forth in IFRS 8.11-13. A segment is considered reportable if it accounts for at least 10% of the revenue, profit, or assets of all operating segments. Furthermore, in accordance with IFRS 8.15, it is ensured that the reportable segments together account for at least 75% of the Group's external revenue. Segments that do not meet these thresholds are aggregated as "other segments" in accordance with IFRS 8.16.

Segment information is prepared based on internal reporting to the CODM. Segment metrics include, in particular, revenue, profit metrics, and selected asset and liability items. The metrics used generally correspond to the accounting and valuation methods applied in the consolidated financial statements, unless different internal performance indicators are used.

Cross-segment transactions are conducted on an arm's-length basis. Central administrative functions of the holding company are allocated to the segments based on cost allocations in accordance with the principle of causation.

In accordance with IFRS 8.20-23, reportable segments are disclosed, including, in particular, information on revenue, profit and loss figures, and assets and liabilities. In addition, in accordance with IFRS 8.28, a reconciliation of the segment information to the corresponding consolidated figures is provided.

In addition, in accordance with IFRS 8.32-34, disclosures are provided regarding products and services, geographic regions, and major customers, provided that this information is material to the assessment of the Group's financial performance.

The segment structure is reviewed regularly and adjusted as necessary, particularly in connection with structural changes, acquisitions, or divestitures.

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2.6 Currency Translation

Foreign currency transactions are translated into the functional currency at the exchange rate prevailing on the transaction date at the time of initial recognition, in accordance with IAS 21 "Effects of Changes in Foreign Exchange Rates."

Monetary assets and liabilities denominated in foreign currencies are measured at the closing rate as of the balance sheet date. Non-monetary items measured at historical cost are translated at the exchange rate prevailing at the time of initial recognition.

Realized currency and exchange rate gains and losses are recognized in income under other operating income or expenses.

The Group was not exposed to any significant currency effects in the reporting year. Voltatron purchases goods and services in euros.

2.7 Intangible Assets

Intangible assets acquired for consideration are recognized at cost, including incidental costs and price reductions. Subsequent measurement is at amortized cost less accumulated amortization and any impairment losses in accordance with IAS 36 "Impairment of Assets."

Research expenses are recognized immediately as an expense in accordance with IAS 38.54, whereas expenses incurred during the development phase of new products, services, and technologies are recognized as assets if the specific recognition criteria of IAS 38 are met. During the reporting year, the Group performed development services as part of customer projects. The rights to the development results lie entirely with the respective customers, who have unrestricted control over them. The Group therefore has no control over the development results within the meaning of IAS 38.13, so the definition of an intangible asset pursuant to IAS 38.12 et seq. is not met. Consequently, the development services provided as part of these customer projects were not capitalized.

If intangible assets have a finite useful life, they are generally amortized on a straight-line basis over their economic useful life. In addition, intangible assets with a finite useful life are tested for impairment in accordance with IAS 36 if there are indications of impairment. The estimated useful lives and amortization methods are reviewed at least once a year and adjusted prospectively as necessary. Amortization begins as soon as the asset is available for use, i.e., when it is located at the site and in the operational condition intended by management. Intangible assets with indefinite useful lives are tested for impairment in accordance with IAS 36 at least once a year and whenever there are indications of impairment.

Intangible assets identified in the context of business combinations have been recognized at their fair value at the acquisition date in accordance with IFRS 3 "Business Combinations." These primarily related to customer relationships, order backlog, brand, and technology. The breakdown of intangible assets resulting from purchase price allocation is provided in the statement of changes in fixed assets (Note 3.26 to the Consolidated Financial Statements).

Table: Useful lives of intangible assets

Category	Useful life (years)
Industrial property rights	3-10
Computer software	3-10
Customer relationships	5-10
Brand	10
Technology	8
Order backlog	1-3

133

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2.8 Property, Plant, and Equipment

Additions to property, plant, and equipment are recognized at cost, including incidental acquisition costs and net of any reductions in purchase price. Property, plant, and equipment are recognized at cost in accordance with IAS 16 "Property, Plant, and Equipment." If the cost of specific components of an item of property, plant, and equipment is material relative to the total cost, these components are recognized and depreciated separately. Depreciation is generally calculated using the straight-line method. Subsequent measurement is based on amortized cost, less scheduled depreciation and any necessary impairment losses in accordance with IAS 36.

Table: Useful lives of property, plant, and equipment

Category	Useful life (years)
Rights of use from leases	Contract term
Buildings	20-40
Technical equipment and machinery	3-15
Operating and office equipment	3 - 13

Fully depreciated fixed assets are reported under cost and accumulated depreciation until the assets are retired. The carrying amount and accumulated depreciation are deducted from the proceeds from the disposal of fixed assets. Gains or losses from the disposal of assets are reported in the consolidated statement of comprehensive income under other operating income or other operating expenses. All residual values, useful lives, and depreciation methods are reviewed annually and adjusted as necessary. Gains or losses from the disposal of property, plant, and equipment are determined as the difference between the proceeds from the sale and the carrying amount.

As of each balance sheet date, the carrying amounts of property, plant, and equipment that are depreciated over their useful lives are reviewed for indications of impairment. If such indications exist, an impairment test is performed.

Write-downs on property, plant, and equipment are recognized when the recoverable amount of an asset is less than its carrying amount. If the basis for a write-down no longer exists, corresponding write-ups are recognized; however, these must not result in the carrying amount exceeding the amortized cost.

2.9 Leases

The Group accounts for leases in accordance with IFRS 16 "Leases." At the inception of each contract, Voltatron assesses whether it establishes or contains a lease. This is the case if the contract grants the right to control the use of an identified asset for a specified period in exchange for consideration. In the event of contract modifications, Voltatron reassesses whether a contract establishes a lease.

The Group applies the relief provisions of IFRS 16.5 and does not recognize leases with a term of up to twelve months or leases of low-value assets on the balance sheet. Lease payments under these contracts are recognized as an expense on a straight-line basis over the term of the lease. If a contract contains lease and non-lease components, these are accounted for separately in accordance with IFRS 16.12. The allocation of the consideration is based on the relative unit selling prices. In doing so, Voltatron determines the relative unit selling price based on the price that a lessor or a similar supplier to the Voltatron Group would charge separately for these or comparable components. In the absence of an observable market, Voltatron relies on estimates.

When determining the lease term, Voltatron uses the non-cancellable minimum lease term and an optional extension period, provided the Company is reasonably certain that it will exercise this option. If a termination option exists, this is taken into account when determining the lease term,

provided the exercise of the option is reasonably certain. Voltatron regularly reviews whether the exercise of an option is reasonably certain.

On the date of delivery, Voltatron recognizes an asset for the right-of-use and a liability from the corresponding lease.

The right-of-use asset is initially measured at cost at the commencement date. The cost comprises:

The present value of lease payments not yet made as of the commencement date
Lease payments made on or before the commencement date
Initial direct costs
Estimated costs of dismantling and disposal

The liability from leases comprises the present value of lease payments not yet made as of the date of delivery. Discounting is performed using the interest rate underlying the contract (implicit interest rate). If this is not available, Voltatron uses a marginal borrowing rate that would be applied to alternative financing (borrowing with a similar term and collateralization). Unpaid lease payments include

all fixed lease payments, net of lease incentives received,
variable lease payments that depend on an index or a percentage,
amounts expected to be paid at the end of the term under residual value guarantees,
the exercise price of a purchase option, provided that exercise is reasonably certain, and
penalties for early termination, provided that their exercise is reasonably certain.

The right-of-use asset is amortized on a straight-line basis and reduced by accumulated depreciation and impairment losses. A test for indications of impairment is performed in accordance with the provisions of IAS 36. The carrying amount of the lease liability is measured using the effective interest method. Changes in the lease term or lease payments result in a remeasurement of the lease liability in accordance with IFRS 16.39 et seq.

In accordance with IFRS 16.47, liabilities from leases are listed in detail in the Notes to the Consolidated Financial Statements (Note 3.12 to the Consolidated Financial Statements).

2.10 Impairment of non-financial Assets

Goodwill and intangible assets with indefinite useful lives are tested for impairment at least once a year and whenever there are indications of impairment in accordance with IAS 36. For all other non-financial assets, a test is performed only if there are indications of impairment. If there are indications of impairment, the recoverable amount of the asset in question is determined. According to IAS 36.6, the recoverable amount is the higher of the fair value less costs to sell and the value in use of the asset or an identifiable group of assets that generates cash inflows from continuing use ("Cash Generating Unit" / "CGU"). If the carrying amount of an asset or a CGU exceeds its recoverable amount, the asset is impaired and is written down to its recoverable amount.

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For property, plant, and equipment and intangible assets, a review is conducted at each balance sheet date to determine whether there are any indications that a previously recognized impairment loss no longer exists or has decreased. If such indications exist, an estimate of the recoverable amount of the asset or the CGU is made. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the recoverable amount since the last impairment loss was recognized. The reversal of an impairment loss is limited such that the carrying amount of an asset may not exceed either its recoverable amount or the carrying amount that would have resulted after taking into account scheduled depreciation if no impairment loss had been recognized for the asset in prior years.

Inventories are regularly reviewed for impairment in accordance with IAS 2. The effects are reported separately as corresponding impairment losses.

Summary of Impairment Tests in Accordance with IAS 36

Voltatron performs impairment tests in accordance with IAS 36 at least once a year and as needed at the level of cash-generating units (CGUs) to which goodwill or non-current assets are allocated. CGUs are defined in accordance with the Group's operational and organizational structure. EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH were identified as separate CGUs in accordance with the Group's management logic.

Impairment is tested by comparing the carrying amount of the respective CGU with its recoverable amount. The recoverable amount is determined using the value-in-use method via a discounted cash flow model. This is based on a corporate plan approved by the Management Board with a detailed planning horizon of five years followed by a perpetual annuity. The plan includes assumptions regarding revenue and earnings trends, capital expenditures (CAPEX), and working capital. The calculated cash flows are discounted to the valuation date using a risk-adjusted discount rate (WACC).

When determining the carrying amount of the CGU, only operating assets and liabilities that directly contribute to cash flow generation are taken into account. Cash and cash equivalents, financial liabilities, and deferred taxes are excluded in accordance with IAS 36, as they are already reflected in the discount rate.

The key assumptions relate to the development of revenue, operating margins, investments, and long-term growth rates. A conservative growth rate of 1.0% was applied for the perpetual annuity.

The discount rate (WACC) was derived by taking into account market-standard parameters, peer group comparisons, and company-specific risks, such as the base interest rate, market risk premium, and beta factor. A discount rate of 7.99% was determined for EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH.

The test revealed that the recoverable amount exceeds the carrying amount of the CGUs under review, meaning that no impairment was required as of the balance sheet date. Sensitivity analyses confirm that there is no shortfall even under conservative assumptions.

The underlying assumptions are deemed to be in line with market conditions and appropriate, and they adequately reflect the recoverable amount of the assets as of the balance sheet date.

2.11 Financial Instruments

Financial instruments are contracts that result in a financial asset for one party and, simultaneously, a financial liability or an equity instrument for the other party. At Voltatron, primary financial instruments include, in particular, trade receivables, loans, cash and cash equivalents, as well

Annual Report 2025

as financial liabilities and trade payables. Other financial assets and other financial liabilities also consist exclusively of financial instruments. Original financial instruments are recognized on the settlement date for purchases or sales at market rates. Foreign currency receivables and liabilities are measured at the respective exchange rates on the balance sheet date.

For accounting and measurement purposes, financial assets are grouped into the following categories:

measured at amortized cost (AC)
measured at fair value through profit or loss (FVTPL)
measured at fair value through other comprehensive income (FVOCI)

The following categories have been established for the recognition and measurement of financial liabilities:

measured at amortized cost (AC)
measured at fair value through profit or loss (FVTPL)

Voltatron classifies financial assets and financial liabilities into these categories at the time of acquisition and reviews at regular intervals whether the criteria for classification are met. Voltatron derecognizes a financial asset when the contractual rights to the cash flows from an asset expire or when it transfers the rights to receive the cash flows in a transaction in which all significant risks and rewards associated with ownership of the financial asset are also transferred. A derecognition also occurs if Voltatron has not transferred all significant risks and rewards associated with ownership and has not retained control over the transferred asset. Any portion of such transferred financial assets that arises or remains with Voltatron is accounted for as a separate asset or liability.

Financial liabilities are derecognized when the contractual obligations have been fulfilled, canceled, or have expired.

Impairment losses on financial assets measured at amortized cost and on contractual assets arising from agreements with customers are recognized based on expected credit losses. Allowances for trade receivables, contractual assets, and receivables from leases are determined using the simplified approach based on expected lifetime credit losses.

Financial assets, with the exception of financial assets measured at fair value through profit or loss, are assessed for possible impairment indicators at each reporting date. Financial assets are considered impaired if, as a result of one or more events occurring after the initial recognition of the asset, there is objective evidence that the expected future cash flows of the financial instruments have deteriorated. Objective evidence of an impairment loss could include various factors such as payment delays over a certain period, the initiation of enforcement proceedings, imminent insolvency or over-indebtedness, the filing for or commencement of insolvency proceedings, or the failure of restructuring measures. Voltatron's credit policy, i.e., the coverage of receivables through trade credit insurance limits, is factored into the valuation. Financial assets are measured at amortized cost if the business model involves holding the financial asset to collect the contractual cash flows and the instrument's contractual terms result exclusively in cash flows consisting of interest and principal payments.

Upon initial recognition, financial instruments belonging to the AC category are recognized at their fair value plus directly attributable transaction costs.

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As part of subsequent measurement, financial assets measured at amortized cost are measured using the effective interest method. When applying the effective interest method, all directly attributable fees, payments or receipts, transaction costs, and other premiums or discounts included in the calculation of the effective interest rate are amortized over the expected life of the financial instrument.

Interest income and expense resulting from the application of the effective interest method are recognized in income under interest income or interest expense from financial instruments. Non-interest-bearing and low-interest receivables with a term of more than twelve months are discounted using a rate of interest appropriate to their term.

Cash and cash equivalents include cash on hand as well as current account balances with banks and other financial institutions. These are reported only in cash and cash equivalents. If the business model involves holding and selling the financial asset and the contractual terms of the instrument result exclusively in cash flows consisting of interest payments and principal repayments, the financial asset is recognized at fair value, with changes in value recorded in other comprehensive income. Financial assets held exclusively for trading purposes are recognized at fair value through profit or loss, with changes in value reported in profit or loss. Derivatives fall into this category. In addition, financial instruments carried at amortized cost may be measured at fair value through profit or loss using the fair value option if doing so significantly reduces or prevents a measurement or recognition inconsistency. The Voltatron Group does not make use of the fair value option. Non-current and current financial liabilities to banks, trade payables, and other liabilities, with the exception of derivative financial instruments, are measured as financial liabilities at amortized cost. Non-current liabilities are measured using the effective interest method, net of directly attributable transaction costs. Initial recognition is at fair value less directly attributable transaction costs. Interest income and expense resulting from the application of the effective interest method are recognized in income under interest income or interest expense from financial instruments.

A financial liability is measured at fair value through profit or loss if it is held for trading or designated as such upon initial recognition. Financial liabilities are classified as held for trading if they are acquired for the purpose of selling them in the near future. Directly attributable transaction costs are recognized in profit or loss as incurred.

2.12 Fair Value Measurement

Fair value measurement is performed in accordance with IFRS 13 "Fair Value Measurement" and follows a three-level hierarchy. It is based on the proximity of the valuation factors used to an active market. An active market exists when quoted prices for identical assets or liabilities are regularly available and these prices are based on actual, regularly occurring market transactions between independent market participants, i.e., "at arm's length."

Level 1: Quoted prices (adopted unchanged) for identical assets and liabilities in active markets.
Level 2: Input data for the asset or liability that is observable either directly or indirectly, but does not constitute quoted prices as defined in Level 1. The fair values of Level 2 financial instruments are calculated based on the terms and conditions existing as of the balance sheet date and using recognized models, e.g., the discounted cash flow model.
Level 3: Input data used that is not based on observable market data for the measurement of the asset and liability (unobservable input data).

Fair values were determined using financial mathematical valuation methods based on market conditions available as of the reporting date. They correspond to the prices that would be received by independent market participants for the sale of an asset or paid for the transfer of a liability.

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Reclassifications between levels of the fair value hierarchy are recognized as of the respective reporting dates.

2.13 Income Taxes and Deferred Taxes

Income taxes include both current income taxes and deferred taxes.

Current income taxes for the current and prior periods are measured at the amount expected to be refunded or paid to the tax authorities. The calculation of this amount is based on the tax laws in effect and thus the tax rates applicable or announced as of the balance sheet date.

Deferred taxes are recognized in accordance with IAS 12 using the balance sheet liability method. To the extent that temporary differences arise from the differing treatment of certain balance sheet items between the IFRS consolidated financial statements and the tax financial statements, these result in the recognition of deferred tax assets and liabilities ("Temporary Concept"). In addition, deferred taxes are recognized on future tax credits.

Deferred tax assets on deductible temporary differences and tax loss carryforwards are recognized to the extent that it is probable that they can be utilized against sufficient taxable income in future periods. The calculation of current and deferred taxes is based on assessments and estimates. If actual events deviate from these estimates, this may have both positive and adverse effects on the Company's net assets, financial position, and earnings situation.

The key factor in determining the recoverability of deferred tax assets is the assessment of the probability of a reversal of the valuation differences and the usability of tax loss carryforwards or tax benefits that led to the recognition of deferred tax assets. This depends on the generation of future taxable profits during the periods in which tax loss carryforwards can be claimed.

Deferred taxes are measured using the tax rates in effect at the time of realization, based on the current legal situation as of the balance sheet date. Current income tax assets and liabilities, as well as deferred tax assets and liabilities, have been offset if a statutory offset is permitted and the deferred tax assets and liabilities relate to income taxes levied by the same tax authority, and there is an enforceable right to offset actual tax refund claims against actual tax liabilities. Deferred taxes are reported as non-current liabilities.

2.14 Inventories

Inventories are measured at cost or net realizable value, whichever is lower, in accordance with IAS 2. In accordance with IAS 2.10 et seq., components of production costs include all directly attributable costs as well as fixed and variable production overheads allocated on a systematic basis. They thus include, in addition to production materials and production wages, a proportionate share of material and production overheads.

Borrowing costs are not capitalized as part of the cost of acquisition or production, as there are no qualifying assets within the meaning of IAS 23. Inventory risks arising from storage duration and reduced usability are taken into account in determining the net realizable value through appropriate value allowances. Lower values as of the balance sheet date due to decreased prices in the sales market were taken into account. Raw materials, supplies, and merchandise are primarily valued using the moving average method. Selling expenses and general administrative expenses that are not attributable to production are not included in production costs but are recognized as expenses on an accrual basis.

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2.15 Trade Receivables and other current Assets

Trade receivables are measured as financial assets at amortized cost in accordance with IFRS 9. Impairment losses are determined using the expected credit loss model in accordance with IFRS 9. For trade receivables, the simplified approach is applied, in which expected credit losses are taken into account over the entire term. Expected credit losses are determined by considering historical default rates, current economic developments, and forward-looking information. Receivables are written off when there is no longer a reasonable expectation that the receivable amount can be realized in whole or in part. The determination of allowances for doubtful accounts is based primarily on estimates and assessments of the creditworthiness and solvency of the respective customers and the potential coverage of default risks through existing trade credit insurance within the framework of Group-wide credit risk management.

Other current assets are measured at amortized cost. Impairments are also determined in accordance with the expected credit loss model under IFRS 9.

2.16 Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and balances with banks that are available at any time with original remaining maturities of up to three months. They are measured at amortized cost. Due to the short maturities, the carrying amount essentially corresponds to fair value. The cash and cash equivalents fund corresponds to the balance of cash and cash equivalents.

2.17 Other provisions

Provisions are recognized in accordance with IAS 37 when there is a present legal or constructive obligation arising from a past event, an outflow of resources embodying economic benefits is probable, and the amount of the obligation can be reliably estimated. The amount of the provisions is determined by the best possible estimate of the most probable expenditures required to settle the obligation, without offsetting these against recourse claims. Thus, the assessment of the probability that a pending proceeding will be successful, or the quantification of the potential amount of payment obligations, is based on an evaluation of the respective situation. The valuation is based on the most probable settlement amount or - in the case of a large number of similar obligations - on the expected value. Non-current provisions are recognized at their present value if the interest effect is material. Discounting is performed using a market-based, risk-adjusted interest rate before taxes.

Due to the uncertainty associated with this assessment, the actual settlement obligations or the actual outflow of resources embodying economic benefits may differ from the original estimates and thus from the provision amounts. In addition, estimates may change based on new information and may have a significant impact on future earnings.

2.18 Liabilities

In accordance with IFRS 9, financial liabilities are recognized at fair value upon initial recognition, taking into account directly attributable transaction costs, unless they are measured at fair value through profit or loss. After initial recognition, financial liabilities are generally measured at amortized cost using the effective interest method.

Trade payables and other liabilities are measured at amortized cost. Due to their predominantly short maturities, the carrying amount generally corresponds to the face value or the repayment amount.

Financial liabilities are derecognized when the underlying obligation has been settled, canceled, or has expired.

2.19 Equity

When raising equity capital, the Group deducts the attributable transaction costs directly from equity in accordance with IAS 32.35. These are offset against the increase in capital reserves resulting from the transaction. The resulting deferred taxes are recognized in accordance with IAS 32.35A and directly in equity in accordance with IAS 12.61A (b).

2.20 Use of Estimates, Assumptions, and Discretion

The preparation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) requires the use of estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities as of the balance sheet date, and the reported income and expenses during the reporting period.

Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognized in accordance with IAS 8 in the period in which the adjustment occurs, provided the change affects only that period, or in the period of the change and in future periods, provided the change affects both current and future periods.

The estimates and underlying assumptions relate in particular to areas where there is a significant risk that material adjustments to carrying amounts will be required within the next fiscal year. The key areas in which judgment and estimates are applied are explained below.

Cash-Generating Units

Cash-generating units (CGUs) are identified taking into account the Group's organizational structure and the nature of its internal management. This assessment requires judgment regarding the identification of independent cash flows within the meaning of IAS 36. Changes in the definition of CGUs may affect the performance of impairment tests as well as the amount of potential impairment losses.

Leases

The accounting for leases in accordance with IFRS 16 requires estimates, particularly regarding the determination of the lease term and the applicable incremental borrowing rate. In particular, extension and termination options are taken into account, provided their exercise is reasonably certain. Changes to these assumptions may affect the amount of the recognized right-of-use assets and liabilities from leases.

Inventories

Inventories are measured in accordance with IAS 2 at the lower of cost and net realizable value. Determining net realizable value requires estimates regarding expected selling prices as well as remaining completion and distribution costs. Changes to these assumptions may lead to adjustments to inventory values.

Other Assets and Liabilities

Estimates and assumptions are particularly necessary in the measurement of trade receivables, the determination of expected credit losses in accordance with IFRS 9, the measurement of pro

Annual Report 2025

visions in accordance with IAS 37, and the determination of fair values of non-financial assets in accordance with IAS 36.

Deferred Tax Assets

Deferred tax assets for unused tax loss carryforwards are recognized in the Group if future taxable income in the relevant tax groups is sufficiently certain as of the reporting date. This assumption is reviewed at each reporting date.

The recoverability of deferred tax assets in accordance with IAS 12 is based on estimates of future taxable income. These estimates are based on management's projections and are inherently subject to uncertainty. Changes in the underlying assumptions may affect the amount of deferred tax assets recognized.

Other Provisions

Provisions are measured in accordance with IAS 37 based on assumptions regarding the probability of occurrence, amount, and timing of the outflow of funds. These assumptions are based on historical experience, external expert opinions, and circumstances known as of the balance sheet date. Changes in these assumptions may result in adjustments to the provisions.

Legal Risks

The Group is exposed to potential legal risks in the course of its business activities. The assessment of these risks is based on management's estimates, taking into account external legal opinions. Due to uncertainties regarding the outcome of legal disputes, actual results may differ from the assumptions made.

Revenue

Revenue recognition in accordance with IFRS 15 requires judgmental decisions, particularly regarding the identification of performance obligations and the determination of performance progress in the case of period-based revenue recognition. Changes to these assumptions may affect the amount of revenue recognized.

Non-current Assets Held for Sale and Discontinued Operations

The classification of assets or disposal groups as held for sale, as well as the identification of discontinued operations in accordance with IFRS 5, require judgmental decisions. A sale is considered highly probable if a management decision has been made, an active sales process has been initiated, the asset is being offered at a fair price, and the sale is expected to occur within twelve months.

The key parameters regarding the matters covered by IFRS 5 can be found in the notes on business combinations after the end of the reporting period (Note 4.8 to the Consolidated Financial Statements) and in the outlook section of the consolidated management report.

Fair Value Measurement in the Context of Business Combinations

The determination of the fair values of the acquired assets and assumed liabilities in the context of business combinations in accordance with IFRS 3 requires estimates regarding future cash flows, growth rates, and discount rates. Changes in these assumptions may affect the measurement of the identified assets as well as the amount of goodwill.

Annual Report 2025

3. Notes to the Consolidated Balance Sheet, Consolidated Statement of Income, and Consolidated Statement of Comprehensive Income

3.1 Revenue

The Group's revenue primarily results from the manufacture and delivery of customer-specific electronic assemblies as well as complementary development services in the areas of hardware and software.

Following the first-time inclusion of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH in the scope of consolidation, revenue increased significantly to €22.9 million compared to the previous year. Revenue from contracts with customers is primarily attributable to the EKM and GMS units, which are operationally assigned to the Voltatronics segment. Revenue is attributable to business activities in the area of Electronic Manufacturing Services (EMS), which exclusively comprises production services. The portion of revenue not resulting from contracts with customers amounts to 0.2% and is therefore classified as immaterial.

At the same time, contractual assets from revenue recognized on a periodic basis were recognized on the balance sheet for the first time in the reporting year. As of December 31, 2025, contractual assets amounted to €3,544 thousand (December 31, 2024: €0 thousand). These result primarily from services under construction contracts that have not yet been invoiced but for which work has already been performed. Contractual assets arise when the Group has already rendered services, but the right to consideration is still subject to further contractual conditions. Upon the establishment of an unconditional right to consideration, the contractual assets are reclassified to trade receivables. An unconditional right exists when the due date of the consideration depends solely on the passage of time. Contractual assets are subject to impairment testing in accordance with IFRS 9.

As of December 31, 2025, trade receivables amounted to €3,316 thousand (December 31, 2024: €474 thousand).

Contractual assets are therefore reduced at the time of invoicing in the amount of the invoiced amount.

Revenue is disaggregated in accordance with IFRS 15.114 according to the relevant categories that appropriately reflect the nature, timing, and uncertainties of cash flows from contracts with customers. Within the Group, disaggregation is performed in particular by business segment and by type of service, specifically manufacturing services, product deliveries, and development services. The underlying cash flows from customer contracts are considered largely certain due to the established customer structure, predominantly short-term payment terms, and credit checks performed. There are therefore no significant uncertainties regarding the amount or timing of the cash flows. The presented breakdown of revenue provides an appropriate picture of the Group's economic structure and cash flows.

Further information on the composition of revenue and the breakdown by business segment is presented in the segment reporting (Note 3.28 to the Consolidated Financial Statements).

Annual Report 2025

Table: Revenue from Customers

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Domestic revenue	22,679	-
Revenue from other EU countries	35	-
Revenue from non-EU countries	199	-
Total revenue	22,913	-

3.2 Other Operating Income

Other operating income from continuing operations for the reporting year is as follows:

Table: Other operating income

In €'000	Jan. 1-Dec. 31, 2025	January 1-December 31, 2024
Income from the reversal of provisions	69	-
Income from the reversal of allowances for doubtful accounts	79	-
Income from the provision of vehicles to employees	35	-
Revenue from sales of property, plant, and equipment	9	-
Non-periodic income	4	-
Other operating income	215	-
Total other operating income	411	-

In the discontinued operations, income arose from the release of provisions in the amount of €674 thousand and income from the sale of property, plant, and equipment in the amount of €2,023 thousand from the disposal of assets related to business activities in the high-voltage battery systems segment, which constitute the main component of the income from discontinued operations.

3.3 Cost of Materials

The cost of materials for the 2025 fiscal year is broken down as follows:

Table: Cost of materials

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Expenses for raw materials, supplies, and consumables	11,304	-
Expenses for purchased services	322	-
Impairments related to purchase price allocations on inventory	696	-
Total cost of materials	12,322	-

3.4 Personnel Expenses

Personnel expenses are broken down as follows:

Table: Personnel expenses

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Wages and salaries	4,408	377
Social security contributions	1,022	48
Total personnel expenses	6,430	424

The increase in personnel expenses is attributable to the consolidation of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH and the corresponding increase in headcount. Personnel expenses in the prior year include management remuneration and wages and salaries, as well as social security contributions for employees who assumed central Group functions in the corresponding fiscal year 2024.

Annual Report 2025

The workforce developed as follows compared to the previous year:

Table: Headcount

Number	Number of employees as of December 31, 2025	Average number of employees Jan. 1-Dec. 31, 2025	Number of employees as of December 31, 2024	Average number of employees Jan. 1-Dec. 31, 2024
Employees	55	44	4	4
Industrial workers	90	77	-	-
Total	145	121	4	4

3.5 Other Operating Expenses

Other operating expenses include the following items:

Table: Other operating expenses

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Expenses for purchased services and IT	250	-
Expenses for freight and packaging	84	-
Expenses for investor relations and the annual general meeting	288	185
Expenses for vehicles, advertising, and travel	98	-
Rent expenses	43	12
Facility costs	270	-
Repairs, maintenance, and servicing	117	-
Audit and financial statement costs	361	337
Legal and consulting expenses	605	305
Expenses for insurance and premiums	99	15
Specific allowance for receivables	17	-
Losses from disposal of fixed assets	63	-
Other operating expenses	506	87
Total other operating expenses	2,801	941

Legal and consulting expenses totaling €605 thousand (prior year: €305 thousand) include expenses recognized in profit or loss related to transactions (M&A activities) carried out during the reporting year, amounting to approximately €250 thousand.

3.6 Depreciation

A breakdown of depreciation and amortization of intangible assets and property, plant, and equipment is provided in the statement of changes in fixed assets. Detailed schedules are included in the sections on intangible assets (Note 3.10 to the Consolidated Financial Statements) and property, plant, and equipment (Note 3.11 to the Consolidated Financial Statements).

Financial Result

Table: Financial Result

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Financial income	29	22
of which interest income	29	22
Financing expenses	-790	-128
of which lease interest expenses	-32	-1
of which other financial and interest expenses	-759	-127
Net financial income	-761	-105

Interest expenses of €32 thousand (prior year: €1 thousand) were attributable to liabilities from leases. In addition, interest expenses for bank loans amounted to €7 thousand (prior year: €0

Annual Report 2025

thousand). Interest expenses for other current liabilities amounted to €2 thousand in the fiscal year (prior year: €18 thousand). In addition, interest expenses of €750 thousand (prior year: €109 thousand) are attributable to liabilities to related parties. The increase in these interest expenses results from two new loans issued in the reporting year to finance the acquisitions.

3.8 Income Taxes and Deferred Taxes

Domestic deferred taxes as of December 31, 2025, were calculated using the company's specific tax rate, taking into account the timing of the reversal of deferred tax assets, and range between 27% and 30%. This rate is derived from the applicable rates for trade tax, corporate income tax, and the solidarity surcharge, and takes into account future statutory tax cuts. The consolidated tax rate corresponds to the tax rate for domestic deferred taxes.

Deferred tax liabilities relate primarily to the purchase price allocations ("PPA assets") of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH and will be reversed in the future as these PPA assets are amortized, with the effect on income but without affecting cash flow. No tax payments are associated with this, and there are no outflows of cash and cash equivalents.

As of the balance sheet date, Voltatron AG has income tax loss carryforwards of approximately €86.4 million (prior year: approximately €86.8 million). During the fiscal year, deferred tax assets were recognized for the expected usable loss carryforwards in the amount of €2,655 thousand. In light of the Group's ongoing restructuring measures, the Company anticipates that the tax loss carryforwards will generally be utilizable, given the strategic development of the Group and the conclusion of profit and loss transfer agreements with the subsidiaries EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH. No deferred tax assets were recognized for tax loss carryforwards exceeding this amount, as future taxable income within the income tax group was not sufficiently certain as of the balance sheet date.

Deferred tax assets and liabilities were recognized in connection with the following items and circumstances:

Table: Deferred taxes

In €'000	Dec. 31, 2025		Dec. 31, 2024
	Deferred tax assets	Deferred tax liabilities	Deferred tax assets	Deferred tax liabilities
Intangible assets	-	2,935	-	-
Property, plant, and equipment	-	758	81	18
Contractual assets	-	279	-	-
Tax loss carryforwards	2,655	-	-	-
Deferred tax assets and liabilities before netting	2,655	3,972	81	18
Offsetting	-2,655	-2,655	-18	-18
Deferred tax assets and liabilities after netting	-	1,317	63	-
Not recognized	-	-	-63	-
Recognition of deferred taxes	-	1,317	-	-

In accordance with IAS 12.81(c), actual tax expense must be compared to the tax expense that would result from applying the applicable tax rates to the reported earnings before taxes. The following calculation shows the reconciliation from the calculated tax expense to the actual tax expense.

Annual Report 2025

Table: Actual tax expense

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Income before income taxes	-2,626	-1,477
Income tax expense at a tax rate of 30% (prior year: 30%)	-788	-443
Income tax expense for the current year	-486	-
Income tax expense from prior years	-8	-8
Deferred tax income	3,365	-
Actual tax expense	2,871	-8

3.9 Earnings per Share

Earnings per share are calculated in accordance with IAS 33 "Earnings per Share" based on consolidated net income and amount to €0.10 for the 2025 fiscal year (prior year: €-0.20). Based on the net income for the period from continuing operations, earnings per share from continuing operations amount to €0.01 (prior year: €-0.08). For discontinued operations, earnings per share amount to €0.09 (prior year: €-0.12). The number of shares changed in the reporting year compared to the previous year due to the registration of a capital increase through non-cash contributions carried out in 2025. Accordingly, the total number of shares increased from 21,063,073 no-par value shares to 22,387,297 no-par value shares. The average number of shares during the fiscal year was 21,240,846.

Since there are no outstanding financial instruments that can be converted into shares, the diluted earnings per share correspond to the basic earnings per share.

Table: Earnings per share

In €'000	Jan. 1-Dec. 31, 2025	Jan. 1-Dec. 31, 2024
Consolidated net income	2,020	-3,891*
Income from continuing operations	246	(1,485)
Income from discontinued operations	1,775	-2,406*
Average number of shares outstanding	21,240,846	19,394,815
Basic earnings per share for the Group	0.10	-0.20
Basic earnings per share for continuing operations	0.01	-0.08
Basic earnings per share for discontinued operations	0.09	-0.12

Adjusted for minority interests.

3.10 Intangible Assets

The development and breakdown of intangible assets are presented in the consolidated statement of changes in fixed assets. The change in intangible assets results primarily from the acquisitions of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH, as well as the effects of purchase price allocations.

Annual Report 2025

Table: PPA adjustments to acquired assets

In €'000	EKM	GMS
Customer relationships	5,784	5,953
Order backlog	1,031	1,009
Brand	421	-
Technology	687	-
UFE	696	-
Buildings/Land	2,444	-
Machinery	306	-
Rights of use	125	-
Liabilities from leases	-70	-
Deferred tax liabilities	-3,351	-1,878
Subtotal	8,073	5,085
Pre-existing relationships	-	-1,846
Total PPA adjustments	8,073	3,239

The goodwill determined as part of the purchase price allocation is presented below.

Table: Goodwill determined as part of purchase price allocations

In €'000	EKM	GMS
Goodwill	10,444	3,291

No "triggering events" were identified during the impairment test, nor was any need for impairment recognized.

With the inclusion of GMS in the Group, the pre-contractual relationships with EKM were settled in connection with the purchase price allocation.

These are reflected in the consolidated financial statements in the goodwill allocated to GMS. This results in a write-off of the remaining carrying amounts of intangible assets in the form of customer relationships and the order backlog in the amount of €2,279 thousand. In addition, the Group recorded write-downs of intangible assets in connection with the sale of business activities in the high-voltage battery systems segment, specifically a development stage for a battery management system, in the amount of €1,941 thousand.

In the fiscal year and the prior-year period, no intangible assets with a useful life were written down, as there were no indicators for doing so.

3.11 Property, Plant, and Equipment

The development and breakdown of property, plant, and equipment and financial assets are presented in the consolidated statement of changes in fixed assets and reported separately here in the "Additions to the scope of consolidation" columns. Details regarding leases are included in the following section "Rights of use from leases" (Note 3.12 to the Consolidated Financial Statements). Significant additions consisted of the property, plant, and equipment acquired as part of the acquisitions of EKM and GMS, in particular plant and machinery. Investments in property, plant, and equipment made following the initial consolidation of the new subsidiaries amount to €647 thousand and relate primarily to technical plant and machinery (€527 thousand).

3.12 Rights of Use from Leases

Certain items of property, plant, and equipment are financed through lease agreements, which typically have terms ranging from 1 to 5 years. The corresponding payment obligations arising from future lease payments are recognized as liabilities. The net book value of the capitalized assets from the lease agreements as of December 31, 2025, amounts to €839 thousand (December 31, 2024: €60 thousand). In the prior year, an impairment loss of €203 thousand was recognized on

Annual Report 2025

right-of-use assets, which related to a leased building attributable to the Voltastore segment. This was carried out as part of the strategic realignment, pursuant to which the business activities of GreenCluster GmbH relating to the trade in photovoltaic components and the installation of corresponding systems were discontinued in fiscal year 2025, necessitating a corresponding adjustment to the useful life of the right-of-use. In the reporting year, this right of use was disposed of, resulting in a positive impact on earnings of 169.

The payment obligations arising from future lease payments amount to €883 thousand (December 31, 2024: €271 thousand) and are recognized as liabilities at their present value.

Otherwise, no fixed agreements have been made regarding the continued use of the leased assets after the expiration of the base lease term. However, Voltatron assumes that the leased assets can be acquired at a favorable price or continued to be used at a favorable rental rate after the expiration of the base lease term.

As of the balance sheet date, the recognized leases can be reconciled to the rights of use and liabilities from leases as shown below:

Table: Rights of use from current and non-current liabilities from leases

| Dec. 31, 2025
In €'000 | Right of use assets | Current liabilities from leases | Non-current liabilities from leases |
| --- | --- | --- | --- |
| Land and buildings | 82 | 33 | 50 |
| Plant and machinery | 633 | 247 | 427 |
| Other equipment and office and business supplies | 124 | 56 | 70 |
| Dec. 31, 2024
In €'000 | Right of use assets | Current liabilities from leases | Non-current liabilities from leases |
| --- | --- | --- | --- |
| Land and buildings | 39 | 99 | 149 |
| Other equipment and office and business supplies | 21 | 17 | 6 |

The Group rents or leases various buildings, vehicles, and machinery. These contractual relationships are generally entered into for fixed terms ranging from 12 to 180 months.

Information regarding the maturities of liabilities from leases is provided in a separate section (Note 3.19 to the Consolidated Financial Statements).

3.13 Non-current Assets Held for Sale

As part of the implementation of the strategic development plan, the Management Board, with the approval of the Supervisory Board, decided in the first quarter of 2025 to sell the $4.5\%$ stake in ForkOn GmbH held by Voltatron AG for a purchase price of €96 thousand pursuant to a purchase agreement dated March 31, 2025. In the reporting year, the prior-year value of the investment is restated as a "non-current asset held for sale." In the prior year, the investment was reported under financial assets.

Annual Report 2025

3.14 Inventories

Inventories as of the balance sheet date are as follows:

Table: Composition of inventories

In €'000	Dec. 31, 2025	Dec. 31, 2024
Raw materials, supplies, and consumables	1,253	83
Work in progress and finished goods and services	3,857	393
of which work in progress and services	-	202
of which finished goods and services	3,857	191
Advance payments on inventory	-	32
Total inventory	5,110	508

As of December 31, 2025, inventory write-downs amounted to approximately €944 thousand. In the prior year, inventories had been written down by €23 thousand. The write-downs in the reporting year related exclusively to the inventory assets of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH.

3.15 Trade Receivables

The carrying amount of trade receivables is derived as follows:

In €'000	Dec. 31, 2025	Dec. 31, 2024
Gross trade receivables	3,361	595
less allowances for doubtful accounts	-45	-121
Total trade receivables	3,318	474

For a description of contractual assets, please refer to the discussion in the section "Revenue" (Note 3.1 to the Consolidated Financial Statements).

The aging profile of trade receivables not subject to allowance for doubtful accounts as of the balance sheet date is as follows:

Table: Ageing of trade receivables not subject to impairment

| Dec. 31, 2025
In €'000 | Carrying amount | of which neither
impaired nor past
due | of which past due but not impaired | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | 0-30 days | 30-60 days | 60-90 days | >90 days |
| Trade receivables | 3,361 | 1,915 | 982 | 167 | 8 | 289 |
| Recognized impairment | -45 | -20 | - | - | - | -25 |
| Net trade receivables | 3,318 | 1,895 | 982 | 167 | 8 | 284 |
| Dec. 31, 2024
In €'000 | Carrying amount | of which neither
impaired nor past
due | of which past due but not impaired | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | 0-30 days | 30-60 days | 60-90 days | >90 days |
| Trade receivables | 596 | - | 397 | 88 | 47 | 64 |
| Recognized impairment | -121 | - | - | -10 | -47 | -64 |
| Net trade receivables | 475 | - | 397 | 78 | 0 | 0 |

With regard to the receivables portfolio that is neither impaired nor past due, there were no indications as of the balance sheet date that the debtors would fail to meet their payment obligations. The existing coverage provided by trade credit insurance is taken into account when assessing recoverability. Items more than 90 days past due are considered recoverable as they are subject to collateral agreements.

Annual Report 2025

Further information on the credit quality and default risk of financial assets can be found in the section "Additional Information on Financial Instruments" (Note 3.24 to the Consolidated Financial Statements).

3.16 Other current Assets

Other current assets consist of the following:

Table: Other current assets

In €'000	12/31/2025	Dec. 31, 2024
	AC	AC
Income tax claims	792	92
Deferred income	194	8
Other assets	302	250
Total other current assets	1,288	350

The past-due amounts of other current assets as of the balance sheet date are as follows:

Table: Breakdown of past-due amounts for other current assets

| Dec. 31, 2025
In €'000 | Carrying amount | of which neither
impaired nor past
due | of which past due but not impaired as follows | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | 0-30 days | 30-60 days | 60-90 days | > 90 days |
| Other current assets | 1,288 | 1,288 | - | - | - | - |
| Dec. 31, 2024
In €'000 | Carrying amount | of which neither
impaired nor past
due | of which past due but not impaired as follows | | | |
| | | | 0-30 days | 30-60 days | 60-90 days | > 90 days |
| Other current assets | 350 | 350 | - | - | - | - |

As of December 31, 2025, there were no indications that significant payment defaults would occur with respect to other current assets.

3.17 Cash and Cash Equivalents

Cash and cash equivalents consist of €1 thousand (December 31, 2024: €31 thousand) in cash on hand and €4,357 thousand (December 31, 2024: €2,019 thousand) in bank balances.

3.18 Equity

The changes in the individual components of equity for the reporting period from January 1 to December 31, 2025, are presented in the consolidated statement of changes in equity.

Share Capital

As of December 31, 2025, the Voltatron Group's share capital amounts to €22,387 thousand (December 31, 2024: €21,063 thousand) and is divided into 22,387,297 no-par bearer shares, each with a notional value of €1.00. During the fiscal year, pursuant to a resolution dated September 3, 2025, and registration on November 12, 2025, a capital increase in kind in the amount of €1,324,224 was carried out through the issuance of 1,324,224 new no-par bearer common shares, each representing a proportionate share of €1.00 in the share capital.

Annual Report 2025

Authorized Capital

The Management Board was authorized by resolution of the Annual General Meeting on July 8, 2025, with the approval of the Supervisory Board, to increase the Company's share capital by a total of up to €10,531,536.00 by July 7, July 2030 by a total of up to €10,531,536.00 through the issuance of up to 10,531,536 new no-par bearer shares in exchange for cash and/or non-cash contributions, either once or on multiple occasions. Shareholders' subscription rights may be excluded (Authorized Capital 2025). Following a partial utilization of the Authorized Capital in 2025, the Management Board may further increase the Company's share capital by €9,207,312.00 through the issuance of up to 9,207,312 new no-par bearer shares in exchange for cash and/or non-cash contributions.

Capital Reserve

As of December 31, 2025, the capital reserve amounts to €24,320 thousand (December 31, 2024: €21,574 thousand). The capital reserve increased by €2,887 thousand as a result of the capital increase, due to a premium of €3.18 per share on each of the 1,324,224 newly issued shares. Direct costs associated with the issuance of new shares in the amount of €141 thousand were deducted from the premium.

In fiscal year 2024, Voltatron AG's capital reserve serves primarily as a financing instrument for the Group's strategic development. The capital reserve thus represents a central component of the equity financing for Voltatron AG's buy-and-build strategy.

The capital reserve primarily comprises the premium (agio) from the issuance of shares as well as other equity instruments in connection with capital measures. No further amounts are generally allocated to the capital reserve. The capital reserve is generally at the Company's disposal; however, it is subject to the distribution restrictions under corporate law pursuant to Section 150 of the German Stock Corporation Act as well as the general capital maintenance provisions.

Against this backdrop, the capital reserve represents a key component of Voltatron AG's equity structure and provides a lasting boost to the company's financial stability and strategic flexibility as it continues to grow.

Net Loss

The net loss amounts to €-46,347 thousand (December 31, 2024: €-45,350 thousand). This is derived as follows:

Table: Net loss

In €'000	Dec. 31, 2025	Dec. 31, 2024
Loss carried forward	-45,712	-41,458
Consolidated net income	2,020	-4,076
of which attributable to non-controlling interests	-	-185
Net loss	-43,692	-45,350

Annual Report 2025

3.19 Maturity of Liabilities from Leases

The maturity profile of liabilities from leases is as follows:

Table: Maturity of liabilities from leases

In €'000	Remaining term	Remaining term between	Remaining term	Dec. 31, 2025
	< 1 year	1 to 5 years	> 5 years
Minimum lease payments	368	566	-	934
Future interest payments	-31	-19	-	-50
Liabilities from leases (principal portion)	337	547	-	884
		of which reported under non-current liabilities		547
		of which reported under current liabilities		337
In €'000	Remaining term	Remaining term between	Remaining term	Dec. 31, 2024
	< 1 year	1 and 5 years	> 5 years
Minimum lease payments	127	165	-	292
Future interest payments	-11	-10	-	-21
Liabilities from leases (principal portion)	116	155	-	271
		of which reported under non-current liabilities		155
		of which reported under current liabilities		116

The leases consist exclusively of rents for buildings and vehicles, and no sale-and-lease-back transactions have been entered into. The lease payments are not variable. The expected economic useful life was used as a basis, provided it is longer than the minimum term. Furthermore, no purchase options were agreed upon. Matters under IFRS 16.59b are not relevant.

Cash outflows from leases amounted to €271 thousand in the fiscal year (prior year: €30 thousand).

Current rent and lease agreements accounted for an expense of €25 thousand in the fiscal year (prior year: €0 thousand). This was recognized as other operating expenses. The rent payments do not contain any variable components.

3.20 Financial Liabilities

Financial liabilities are composed as follows:

Table: Financial Liabilities

In €'000	Dec. 31, 2025	Dec. 31, 2024
Non-current liabilities to banks	380	-
Non-current liabilities to related companies	38,857	-
Non-current financial liabilities	39,236	-
Current liabilities to banks	121	-
Current liabilities to related parties	-	6,823
Current financial liabilities	121	6,823

Non-current liabilities to related parties consist primarily of acquisition loans for the cash purchase price components related to the acquisition of EKM Elektronik GmbH (original amount: €28.6 million) and GMS Electronic Vertriebs GmbH (original amount: €11.3 million).

All loans granted by related parties and their utilization are subject to a qualified subordination. They are a fundamental component of Voltatron AG's acquisition and restructuring plan. In this context, we also refer to the decision of the Federal Financial Supervisory Authority dated January 3, 2022, regarding the company's exemption pursuant to Section 37(1), 2 WpÜG from the obligations under Section 35 (1) sentence 1, (2) sentence 1 WpÜG and the associated need for restructuring of the company.

Annual Report 2025

Significant non-cash Transactions pursuant to IAS 7.44A et seq.

Since the payments for the acquisition of EKM Elektronik GmbH (€28.6 million) were made via a shortened payment process and are classified as non-cash transactions, they are not presented in cash flows from investing activities. The same applies to cash flows from financing activities, as the borrowing for the aforementioned purchase price was also raised via a shortened payment channel in the form of a loan (€28.6 million).

3.21 Other Liabilities

Other liabilities are composed as follows:

Table: Other liabilities

In €'000	Dec. 31, 2025	Dec. 31, 2024
Liabilities – Personnel	479	78
Social security liabilities	15	-
Accounts payable	101	-
Liabilities from sales tax	74	-
Income tax liabilities	7	-
Liabilities from other taxes	52	26
Advance payments received	75	-
Other liabilities	563	311
Total other liabilities	1,366	415

3.22 Other Provisions

Other provisions are due exclusively within one year and developed as follows:

Table: Other provisions

In €'000	Jan. 1, 2025	Utilization	Reversal	Additions	Addition to the scope of consolidation	Dec. 31, 2025
Other provisions	946	(468)	-750	991	516	1,234
In €'000	Jan. 1, 2024	Utilization	Reversal	Additions	Addition to the scope of consolidation	Dec. 31, 2024
Other provisions	1,481	-971	-507	942	-	946

In the prior year, other provisions included a provision for contingent losses in the amount of €475 thousand. This provision was reversed in fiscal year 2025 following the sale of assets related to business activities in the high-voltage battery systems segment.

As of the balance sheet date, provisions amounting to approximately €372 thousand (prior year: €234 thousand) were recognized for warranties, approximately €230 thousand (prior year: €115 thousand) for annual financial statement and audit costs, €220 thousand (prior year: €0 thousand) for other taxes (real estate transfer tax), €90 thousand for the annual general meeting (prior year: €28 thousand), €25 thousand for storage (prior year: €8 thousand), and approximately €297 thousand (prior year: €86 thousand) for other matters.

All provisions have been classified as current provisions, taking into account their expected utilization.

Annual Report 2025

3.23 Financial Risks and Risk Management Related to Financial Instruments

The following section explains the Group's positions with regard to financial risks and how these may affect the Group's net assets, financial position, and earnings situation in the future. The risks arising from financial instruments, their impact, and their management are presented below:

Table: Risks from financial instruments

Risk	Risks from	Valuation	Management / Mitigation Measures
Market price risks	Fluctuations in purchase prices for materials and components, as well as price changes by suppliers	Cash flow forecasts, scenario analyses, and ongoing market monitoring	Price escalation clauses in customer contracts, long-term supplier agreements, multi-supplier strategy (second source), bundling of purchasing volumes, and regular market and value analyses
Foreign currency risks	Future transactions in foreign currencies, particularly in the procurement area	Cash flow forecasts, sensitivity analyses, and ongoing monitoring of open foreign currency positions	Use of forward exchange contracts and currency options, natural hedging through coordinated cash flows, ongoing monitoring of open positions
Liquidity risks	Lack of refinancing for business operations, earnings volatility, and working capital tied up	Rolling liquidity planning, scenario and stress analyses	Building sufficient liquidity reserves, securing credit lines, working capital optimization, factoring, regular liquidity reviews
Credit risks	Trade receivables, cash and cash equivalents, and other financial assets	Credit checks, aging analysis, and ongoing receivables monitoring	Trade credit insurance, credit limits, advance payment agreements for large-scale projects, factoring, diversification of the customer base, and diversification of bank deposits

The risks listed above can have a significant impact on the Voltatron Group's cash flows, profitability, and net assets. Using various risk analysis and risk management methods, the Voltatron Group has implemented an internal sensitivity analysis system.

Market Price Fluctuations

The Group is exposed to market price risks arising in particular from fluctuations in the procurement prices of electronic components, semiconductors, printed circuit boards, and other materials. These price changes can lead to margin risks, particularly in the case of long-term customer orders, if cost increases cannot be passed on to customers or can only be passed on with a time lag. In addition, market price risks may also result from changes in general market conditions, particularly from economic developments as well as from fluctuations in supply and demand in the EMS market.

To manage these risks, Voltatron AG continuously monitors price trends in key procurement markets as well as their impact on the operating margin. To this end, the company regularly conducts market analyses, rolling forecasts, and sensitivity analyses. In addition, there is close coordination between Sales, Purchasing, and Controlling to identify price changes at an early stage and implement appropriate countermeasures.

To reduce market price risks, the Group relies in particular on contractual price escalation clauses, project-specific cost estimates, and flexible pricing for customers. Furthermore, Voltatron AG pursues a multi-supplier strategy (second source), expands strategic supplier relationships, and negotiates long-term framework agreements to stabilize purchase prices. In addition, safety stocks for critical components are built up, provided this is economically viable.

Annual Report 2025

These measures reduce the risk arising from market price fluctuations and support the stability of the Group's earnings and cash flow performance.

Foreign Currency Risks

The Voltatron Group is currently not directly exposed to any significant foreign currency risks. For this reason, the Company does not perform a sensitivity analysis by aggregating the net currency position of the operating business, which is not reported in the Group's functional currency.

Liquidity Risks

Liquidity risk – that is, the risk that the Voltatron Group may be unable to meet its financial obligations – is mitigated through flexible cash management. As of December 31, 2025, Voltatron had cash and cash equivalents of €4,358 thousand (December 31, 2024: €2,050 thousand) available.

Table: Derivation of net debt

In €'000	31. Dec., 2025	31. Dec., 2024
Cash and cash equivalents	4,358	2,050
Total cash and cash equivalents	4,358	2,050
Current financial liabilities and current portion of non-current financial liabilities	2,774	5,868
Non-current financial liabilities	39,783	155
Total financial liabilities	42,557	6,023
of which subordinated loans	38,857	5,111
Net debt	-38,199	-3,973

Net liquidity or net debt results from the sum of cash and cash equivalents less liabilities to banks and liabilities from leases, as reported in the balance sheet.

The following table provides an overview of the time periods in which payments for principal, repayments, and interest on recognized financial liabilities are due:

Table: Classification of payment due dates for non-derivative financial liabilities

| Dec. 31, 2025
In €'000 | « 1 year | 1-5 years |
| --- | --- | --- |
| Liabilities from leases | 337 | 547 |
| Trade payables | 950 | - |
| Liabilities to related parties | - | 38,857 |
| Liabilities to banks | 121 | 380 |
| Other financial liabilities | 1,356 | - |
| Non-derivative financial liabilities | 2,774 | 39,783 |
| of which loans with subordination
clauses | - | 38,857 |
| Dec. 31, 2024
In €'000 | « 1 year | 1-5 years |
| Liabilities from leases | 116 | 155 |
| Trade payables | 226 | - |
| Liabilities to related parties | 5,111 | - |
| Other financial liabilities | 415 | - |
| Non-derivative financial liabilities | 5,868 | 155 |
| of which loans with subordination
clauses | 5,111 | |

Annual Report 2025

3.24 Additional Information on Financial Instruments and Default Risk

This section provides a summary overview of the Voltatron Group's financial instruments. The following table summarizes the carrying amounts of the financial instruments included in the consolidated financial statements according to the measurement categories under IFRS:

Table: Financial Assets and Liabilities

In €'000	Dec. 31, 2025	Dec. 31, 2024
Financial assets	12,507	2,970
of which measured at amortized cost	12,507	2,874
of which measured at fair value through profit or loss	-	96
Financial liabilities	3,200	912
of which measured at amortized cost	3,200	912

The carrying amounts and fair values of current and non-current financial assets as of the reporting date are as follows:

Table: Carrying amounts and fair values of current and non-current financial assets

| Dec. 31, 2025
In €'000 | AC | | FVPL | |
| --- | --- | --- | --- | --- |
| | BW | FV | BW | FV |
| ASSETS | | | | |
| Cash and cash equivalents | 4,358 | 4,358 | - | - |
| Contractual assets | 3,544 | 3,544 | - | - |
| Trade receivables | 3,316 | 3,316 | - | - |
| Investments | - | - | - | - |
| Other assets | 1,288 | 1,288 | - | - |
| Total assets | 12,507 | 12,507 | - | - |
| LIABILITIES | | | | |
| Trade payables | 950 | 950 | - | - |
| Liabilities from leases | 883 | 883 | - | - |
| Other liabilities | 1,366 | 1,366 | - | - |
| Total Liabilities | 3,200 | 3,200 | - | - |
| Dec. 31, 2024
In €'000 | AC | | FVPL | |
| | BW | FV | BW | FV |
| ASSETS | | | | |
| Cash and cash equivalents | 2,050 | 2,050 | - | - |
| Trade receivables | 474 | 474 | - | - |
| Investments | - | - | 96 | 96 |
| Other assets | 350 | 350 | - | - |
| Total Assets | 2,874 | 2,874 | 96 | 96 |
| LIABILITIES | | | | |
| Trade payables | 226 | 226 | - | - |
| Liabilities from leases | 271 | 271 | - | - |
| Other liabilities | 415 | 415 | - | - |
| Total Liabilities | 912 | 912 | - | - |

Balances with and liabilities to banks are reported on a gross basis in the consolidated balance sheet. Voltatron distinguishes between collectible, doubtful or non-performing, and uncollectible financial assets. For collectible financial assets, impairment is recognized based on the expected 12-month credit loss. For doubtful or non-performing financial assets, an impairment loss is recognized in the amount of the expected credit loss through maturity. Uncollectible receivables are recorded as a disposal. A receivable is considered non-performing (Definition of Default) if there

Annual Report 2025

are substantial grounds for believing that a debtor will not meet its payment obligations to the Voltatron Group.

To mitigate credit risks, the Group has established a receivables and credit risk management system, which is governed by the Credit Policy. This policy defines clear processes and responsibilities for credit assessment, monitoring, and risk management. A key component of the Credit Policy is the purchase of trade credit insurance, which covers a significant portion of receivables from insured customers and thereby sustainably reduces the risk of potential credit losses.

The following overview summarizes the credit quality and maximum default risk of financial assets measured at amortized cost:

Table: Credit quality and default risk of financial assets

Dec. 31, 2025
In €'000	Credit quality	Treatment	Gross carrying amount	Allowance	Net book value
Contractual assets	Recoverable	12-month ECL	3,544	-	3,544
			3,544	-	3,544
Other assets	collectible	12-month ECL	1,288	-	1,288
			1,288	-	1,288
Trade receivables	collectible	simplified approach	3,361	45	3,316
			3,361	45	3,316
Cash and cash equivalents	collectible	12-month ECL	4,358	-	4,358
			4,358	-	4,358
Dec. 31, 2024
---	---	---	---	---	---
In €'000	Credit quality	Treatment	Gross carrying amount	Allowance	Net book value
Other assets	Recoverable	12-month ECL	350	-	350
			350	-	350
Trade receivables	collectible	simplified approach	595	121	474
			595	121	474
Cash and cash equivalents	collectible	12-month ECL	2,050	-	2,050
			2,050	-	2,050

Voltatron recognizes loan loss provisions and provisions for other receivables based on past events and expectations regarding the future development of credit risk. The methods used to measure loan loss provisions have not changed compared to the previous year.

Cash and cash equivalents consist of cash on hand and bank balances. The Voltatron Group holds cash and cash equivalents exclusively with banks of the highest creditworthiness and with default probabilities close to zero.

Allowances for trade receivables are consistently measured at the expected credit loss to maturity, in accordance with the simplified approach under IFRS 9. When determining the allowance, receivables are divided into risk categories and assigned different impairment rates. Receivables are written off if a debtor is in serious financial difficulty and there is no prospect of recovery.

Annual Report 2025

3.25 Contingent Liabilities, contingent Receivables and Liabilities, and other Financial Obligations

As of December 31, 2025, there are no contingent liabilities or off-balance-sheet contingent assets or liabilities in accordance with IAS 37. However, in connection with the subordinated loans granted, the equity interests in EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH serve as collateral for the lender, Geraer Batterie-Dienst GmbH. The other financial obligations are as follows:

Table: Carrying amounts and remaining terms of obligations arising from leases and other financial obligations

In €'000	Remaining term < 1 year	Remaining term between 1 and 5 years	Dec. 31, 2025	Dec. 31, 2024
Lease obligations	107	26	134	292
Interest from leases	31	19	50	-
Other financial liabilities	138	46	184	292

Annual Report 2025

3.26 Changes in Consolidated Fixed Assets

Consolidated Statement of Fixed Assets as of December 31, 2025

Table: Consolidated statement of changes in fixed assets

Inln €'000	Acquisition cost					Depreciation					Book Values
	Balance Jan. 1, 2025	Additions	Disposals	Additions to the scope of consolidation	Balance Dec. 31, 2025	Balance Jan. 1, 2025	Additions	Disposals	Additions to the scope of consolidation	As of Dec. 31, 2025	31.12.2024	Dec. 31, 2025
Industrial property rights and computer software	37	76	-	194	307	21	26	-	165	212	16	95
Goodwill	-	13,735	-	-	13,735	-	-	-	-	-	-	13,735
Customer relationships	-	-	-2,272	11,737	9,465	-	929	-95	-	834	-	8,631
Brand	-	-	-	420	420	-	35	-	-	35	-	385
Technology	-	-	-	687	687	-	76	-	-	76	-	611
Order backlog	-	-	-175	2,040	1,865	-	1,019	-73	-	946	-	919
Down payment on intangible assets	1,941	-	-1,941	-	-	-	-	-	-	-	1,941	-
Total Intangible Assets	1,978	13,811	-4,388	15,078	26,479	21	2,085	-168	165	2,103	1,957	24,376
Land and buildings	388	101	-388	-	101	349	32	-362	-	19	39	82
Technical equipment and machinery	0	102	-	768	870	-	237	-	-	237	-	633
Other fixed assets and operating and office equipment	62	55	-61	119	175	41	31	-45	24	51	21	124
Total Rights of Use from Leases	450	258	-449	887	1,146	390	300	-407	24	307	60	839
Land and buildings	0	0	-	5,624	5,624	-	194	-	1,524	1,718	-	3,906
Plant and machinery	37	527	-55	3,282	3,791	24	218	-31	2,483	2,694	13	1,097
Other equipment and office and business supplies	256	120	-223	1,121	1,274	149	124	-149	861	985	107	289
Total Property, Plant, and Equipment	293	647	-278	10,027	10,689	173	536	-180	4,868	5,397	120	5,292
Total	2,721	14,716	-5,115	25,992	38,314	584	2,921	-755	5,057	7,807	2,137	30,507

Annual Report 2025

3.27 Notes to the Consolidated Statement of Cash Flows

The consolidated statement of cash flows, prepared in accordance with IAS 7 (Cash Flow Statements), records the cash flows for a fiscal year to provide information on the movements in the company's cash and cash equivalents. The consolidated statement of cash flows was prepared using the indirect method in accordance with IAS 7.18b. Cash flows are classified into operating activities, investing activities, and financing activities.

Operating cash flow from continuing operations amounted to €2.4 million, influenced by depreciation and amortization of €2.9 million and a decrease in inventories of €3.3 million. The increase in liabilities of €1.6 million and the decrease in tax payments of €1.3 million had an offsetting effect. Free cash flow after CAPEX investments amounts to €1.8 million.

Acquisitions resulted in the acquisition of cash and cash equivalents of €6.0 million; at the same time, a cash component of €11.3 million was paid for the GMS transaction. This results in a negative investment cash flow of €-5.9 million.

Non-cash transactions (EKM acquisition and borrowing of €28.6 million) are not included in cash flow. In contrast, borrowings (€11.8 million) and repayments (€9.2 million) have a significant impact on financing cash flow.

The cash flows attributable to discontinued operations within the consolidated statement of cash flows are shown in the following table:

Table: Cash flows from business combinations

Jan. 1-Dec. 31, 2025		Continuing operations	Group
In €'000	Discontinued operations
Cash flow from operating activities	-118	2,444	2,326
Cash flow from investing activities	4,089	-5,917	-1,829
Cash flow from financing activities	-113	1,924	1,811
Change in cash and cash equivalents	3,857	-1,549	2,368
Jan. 1-Dec. 31, 2024		Continuing operations	Group
In €'000	Discontinued operations
Cash flow from operating activities	-890	-1,621	-2,511
Cash flow from investing activities	-1,276	-45	-1,321
Cash flow from financing activities	-127	5,078	4,951
Change in cash and cash equivalents	-2,293	3,412	1,119

Table: Cash flows from business combinations

In €'000	Jan. 1-Dec. 31, 2025
Cash purchase price for EKM Elektronik GmbH (€28.6 million; accelerated payment schedule, therefore not cash-effective)	0
Cash purchase price for GMS Electronic Vertriebs GmbH	11,250
Acquired cash and cash equivalents of EKM Elektronik GmbH	-3,943
Cash and cash equivalents acquired from GMS Electronic Vertriebs GmbH	-2,104
Cash outflow related to business acquisitions	5,203

Annual Report 2025

Segment Reporting

The structure and scale of the Voltatron Group in the reporting year, taking into account the sale of its high-voltage battery systems business, the discontinuation of business operations in the field of complete photovoltaic systems via the subsidiary GreenCluster GmbH, and the sale of the financial investment ForkOn GmbH, led to the discontinuation of the Group's management by the previous segments in fiscal year 2025. As a result of the acquisitions of EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH, the Group has defined the new business unit Voltatronics. Consequently, the Voltatron Group's operating business consisted of up to three business units at times during the fiscal year. This results in the segmentation presented in the reporting.

Voltatron AG's segment reporting is conducted in accordance with IFRS 8 “Operating Segments” using the so-called management approach. The internal organizational and reporting structure used by the Chief Operating Decision Maker (CODM) to manage business activities is decisive for the identification of the operating segments. The head of the Voltatronics segment at Voltatron AG acts as the CODM within the meaning of IFRS 8.7 and regularly reviews the financial performance of the business units based on segment-specific financial information. The Voltatron Group measures the success of its segments based on segment revenue, operating gross profit, and the segment performance metrics EBITDA and Adjusted EBITDA (adjusted for PPA-related valuation effects), as well as EBT and Adjusted EBT (adjusted for PPA-related depreciation and amortization effects on property, plant, and equipment and intangible assets). Internal reporting thus forms the basis for external segment reporting.

Based on this internal management structure, the Voltatronics business unit was identified as an operating segment within the meaning of IFRS 8.5. The business unit constitutes a component of the company that engages in distinct business activities from which revenue is generated and expenses are incurred, including intragroup transactions (IFRS 8.5(a)). Operating results are regularly reviewed by the CODM to make decisions regarding resource allocation and performance assessment (IFRS 8.5(b)). In addition, internal financial information is available for the Voltatronics business segment, which is used for internal management purposes (IFRS 8.5(c)).

The Voltatronics business segment comprises several legal entities that are economically integrated and exhibit comparable economic characteristics within the meaning of IFRS 8.12. The aggregated entities offer similar products and services in the field of Electronic Manufacturing Services (EMS) and serve comparable customer groups, in particular industrial customers, OEMs, and system integrators. In addition, there are comparable production processes, sales structures, and comparable regulatory and economic conditions. The entities also exhibit comparable long-term economic performance indicators, in particular comparable margin structures, capital intensity, and risk profiles. Against this background, the entities are aggregated into a single operating segment in accordance with IFRS 8.12.

The review of the quantitative criteria in accordance with IFRS 8.13 revealed that the Voltatronics business unit exceeds the relevant thresholds. Segment revenue exceeds 10% of the combined revenue of all operating segments. Likewise, segment profit exceeds 10% of the higher of the absolute sum of positive or negative segment profits. Furthermore, the assets allocated to the segment exceed 10% of total segment assets. In addition, the reportable segments meet the requirements of IFRS 8.15, according to which at least 75% of external revenue is covered by reportable segments.

Against this background, the Voltatronics business unit is classified as a reportable segment within the meaning of IFRS 8. The remaining business units are classified as non-reportable segments due to their failure to meet the quantitative thresholds in accordance with IFRS 8.13 and are grouped under “non-reportable segments” in accordance with IFRS 8.16.

The segment structure is reviewed regularly and adjusted in response to changes in organizational or economic conditions. The segmentation presented corresponds to management's internal reporting structure and ensures consistency between internal management and external reporting.

Reportable segments in accordance with:

Voltatronics: Electronic Manufacturing Services (EMS) primarily for industrial applications, i.e., comprehensive production and manufacturing services and complementary services such as project management, development support, procurement and warehousing, quality management, logistics, and after-sales services

Non-reportable segments:

Corporate (not a business segment under IFRS): The Corporate segment of Voltatron AG comprises the Group's central holding and management functions. These include, in particular, strategy development, M&A activities, financing, treasury, investor relations, accounting, controlling, legal, compliance, and human resources. These functions serve to manage and support the operating segments across the Group and are not directly allocated to the operating business units. In addition, the Corporate segment includes costs for stock exchange listing, governance structures, and central IT and administrative services. The services of the Corporate segment are generally not managed as independent operating activities but serve to enhance the Group's long-term value. Accordingly, there is typically no separate profit management at the operational level. The Corporate segment thus represents the Group's overarching management and infrastructure platform.
Voltamobil: Business activities in the field of battery systems and electronic components; Disposal of the assets allocated to the high-voltage battery systems sub-segment during the fiscal year as part of an asset deal effective March 31, 2025, as well as disposal of the 4.5% equity interest in ForkOn GmbH as part of a share deal effective March 31, 2025 – The sale of the assets related to business activities in the high-voltage battery systems segment resulted in the discontinuation of the Group's reporting under the Voltamobil segment

Revenues between segments are generally generated at prices that would also be agreed upon with third parties. Administrative services are charged on a cost-sharing basis.

Annual Report 2025

Table: Segment Reporting 2025 – Part 1

| Jan. 1-Dec. 31, 2025
In €'000 | Voltatronics Segment | Non-reportable segments | Consolidation of segments | Continuing operations |
| --- | --- | --- | --- | --- |
| External revenue | 22,684 | 229 | - | 22,913 |
| of which Germany | 22,449 | 229 | - | 22,679 |
| of which EU excluding Germany | 35 | - | - | 35 |
| of which third countries | 199 | - | - | 199 |
| Revenue | 22,684 | 229 | - | 22,913 |
| Other operating income | 115 | 1,470 | -1,174 | 411 |
| of which Germany | 115 | 1,470 | -1,174 | 411 |
| Change in inventory | -1,640 | - | - | -1,640 |
| Total Operating Performance | 21,158 | 1,699 | -1,174 | 21,684 |
| Cost of materials | -12,130 | -192 | - | -12,322 |
| Personnel expenses | -4,863 | -566 | - | -5,430 |
| Other operating expenses | -2,036 | -1,939 | 1,174 | -2,801 |
| EBITDA | 2,129 | -998 | - | 1,131 |
| PPA-adjusted EBITDA | 2,825 | -998 | - | 1,826 |
| Depreciation | -2,816 | -63 | - | -2,879 |
| of which: Depreciation and amortization related to purchase price allocations | -2,313 | - | - | -2,313 |
| Net Financial Income | 50 | -811 | - | -761 |
| of which interest income | 86 | 1 | -58 | 29 |
| of which interest expense | -37 | -812 | 58 | -790 |
| EBT | -638 | -1,872 | - | -2,509 |
| EBT (PPA-adjusted) | 2,371 | -1,872 | - | 499 |
| Taxes | 100 | - | - | 100 |
| Segment investments | 710 | 269 | - | 979 |
| Employees as of the reporting date | 138 | 7 | - | 145 |
| Average number of employees for the year | 112 | 9 | - | 121 |

Table: Segment Reporting 2025 – Part 2

| Dec. 31, 2025
In €'000 | Voltatronics Segment | Non-reportable segments | Discontinued operations | Consolidation of segments | Continuing operations |
| --- | --- | --- | --- | --- | --- |
| Non-current assets | 18,143 | 47,210 | 2 | -34,849 | 30,507 |
| Total Assets | 40,308 | 51,864 | 158 | -44,206 | 48,124 |
| Total Liabilities | 11,017 | 45,352 | 2,213 | -13,473 | 45,109 |

Annual Report 2025

The prior year's segment reporting has been restated in accordance with IFRS 8.29:

Table: Segment Reporting 2024 (Prior Year) – Part 1

| Jan. 1-Dec. 31, 2024
In €'000 | Voltatronics Segment | Non-reportable segments | Consolidation of segments | Continuing operations |
| --- | --- | --- | --- | --- |
| Personnel expenses | - | -424 | - | -424 |
| Other operating expenses | - | -941 | - | -941 |
| EBITDA | - | -1,366 | - | -1,366 |
| EBITDA (PPA-adjusted) | - | -1,366 | - | -1,366 |
| Depreciation | - | -6 | - | -6 |
| of which: Depreciation and amortization related to purchase price allocations | - | - | - | - |
| Net Financial Income | - | -106 | - | -106 |
| of which interest income | - | 22 | - | 22 |
| of which interest expense | - | -128 | - | -128 |
| EBT | - | -1,477 | - | -1,477 |
| EBT (PPA-adjusted) | - | -1,477 | - | -1,477 |
| Taxes | - | -8 | - | -8 |
| Segment investments | - | 0 | - | 0 |
| Employees as of the reporting date | - | 4 | - | 4 |
| Average number of employees for the year | - | 4 | - | 4 |

Table: Segment Reporting 2024 (prior year) – Part 2

| Dec. 31, 2024
In €'000 | Voltatronics Segment | Non-reportable segments | Discontinued operations | Consolidation of segments | Continuing operations |
| --- | --- | --- | --- | --- | --- |
| Non-current assets | - | 10 | 2,223 | - | 2,233 |
| Total Assets | - | 102 | 5,618 | - | 5,720 |
| Total Liabilities | - | 7,470 | 1,391 | - | 8,861 |

In fiscal year 2025, two customers exceeded the 10% threshold for revenue under IFRS 8.34. These customers accounted for revenue of €9,567 thousand and €2,997 thousand, respectively, representing approximately 42% and approximately 13% of total revenue.

4. Other Disclosures

4.1 Corporate Bodies

Until February 10, 2025, the Management Board consisted exclusively of CEO Patrick Zabel. Since February 10, 2025, the Management Board of Voltatron AG has consisted of Martin Hartmann and Florian Seitz. Martin Hartmann is Chairman of the Management Board (CEO) and has been appointed for a term of 3 years. His appointment therefore ends on February 9, 2028. Florian Seitz is a member of the Management Board and serves as CFO. He was also appointed for a term of 3 years, which therefore ends on February 9, 2028.

With the exception of a brief period, the Supervisory Board consisted of three members in the 2025 fiscal year, as stipulated in Section 10.1 of the Articles of Association. After two Supervisory Board members resigned from office in the previous year, two new Supervisory Board members, Christian Maeder and Lutz Johannes Holkenbrink, were appointed by the court on January 20, 2025, upon the recommendation of the Management Board.

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Since then, the company's Supervisory Board has been composed as follows:

Table: Members of the Supervisory Board

Name	Position	Occupation	Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises
Herbert Hilger	Chairman since November 22, 2021	Private citizen / retired	None
Christian Maeder	Vice Chairman of the Supervisory Board since January 20, 2025, Chairman of the Audit Committee	Attorney and tax advisor for Reichlin Hess AG	Blocklane AG, Zug, Switzerland
Relio AG, Zurich, Switzerland Fashion Textiles Holding AG, Zug, Switzerland
Penta Fintech AG, Zug, Switzerland*
RevenYOU GmbH, Zug, Switzerland*
EIO Beratung AG, Zug, Switzerland
Green Core AG, Baar, Switzerland
InnerFlow AG, Zug, Switzerland
Gayena AG, Baar, Switzerland
Integrio AG, Frümsen, Switzerland
Shikun & Binui VT AG, Schaffhausen, Switzerland
Lutz Johannes Holkenbrink	Member of the Supervisory Board since January 20, 2025	Private citizen / retired	None

No longer active in operations

4.2 Remuneration of Management Board Members

The total remuneration for members of the Management Board amounted to approximately €76 thousand in fiscal year 2025 (prior year: €246 thousand). This amount is entirely attributable to Patrick Zabel, the member of the Management Board who stepped down during the reporting year. The current members of the Management Board did not receive any remuneration in fiscal year 2025.

The total remuneration of the Supervisory Board in fiscal year 2025 amounted to €52 thousand (prior year: €43 thousand).

4.3 Disclosures regarding Related Parties

Third parties are considered related parties if a party controls Voltatron AG, is under common control with Voltatron AG, or is able to exercise significant influence over Voltatron AG's business or operational decisions. Voltatron AG's related parties include individuals in key positions and those closely associated with them, as well as companies controlled by this group of individuals, subsidiaries and associates of Voltatron AG, and companies that can exercise significant influence. In the event of an entry or departure during the year, transactions are reported from or up to that date.

Transactions between Voltatron AG and its subsidiaries are transactions with related parties. If the transaction is eliminated as part of the consolidation, disclosure is not required. Transactions between the Voltatron Group and associated companies must be disclosed as transactions with related parties.

Annual Report 2025

Related parties that maintained a business relationship with Voltatron AG or its subsidiaries during the reporting year include:

Geraer Batterie-Dienst GmbH, whose sole shareholder is board member Martin Hartmann,
Trionity Invest GmbH, whose sole shareholder is Board member Martin Hartmann,
Triathlon Holding GmbH, as the former direct shareholder of Voltatron AG controlling it through a majority of voting rights,
Triathlon Batterien GmbH, a subsidiary of Triathlon Holding GmbH,
JT Energy Systems, a subsidiary of Triathlon Holding GmbH,
ccm cash & control management GmbH, a subsidiary of Triathlon Holding GmbH,
accuZentrale Fürth GmbH, which was a subsidiary of Triathlon Holding GmbH at the time of the legal transaction
Sunlight Group Energy Storage Systems Industrial and Commercial Société Anonyme, as an indirect shareholder of Triathlon Holding GmbH controlling it through a majority of voting rights

During the 2025 fiscal year, a relationship of dependency within the meaning of Section 17(1) of the German Stock Corporation Act existed from January 1, 2025, to March 10, 2025. During this period, Triathlon Holding GmbH, Fürth, held, directly and indirectly, 47.88% of the shares in Voltatron AG and held a majority of the voting rights represented at the Annual General Meeting. This constituted a controlling influence. The relationship of dependency ended on March 10, 2025, with the complete sale of the shares held by Triathlon Holding GmbH.

Triathlon Holding GmbH is a wholly owned subsidiary of Sunlight Group Energy Storage Systems Industrial and Commercial Société Anonyme, Kifissia (Greece), which in turn is majority-owned (85.94%) by Olympia Group Ltd.

In the 2025 reporting year, legal transactions were conducted with Triathlon Holding GmbH and its affiliated companies during the period up to the end of the dependency.

The significant business transactions include the following:

Deliveries of battery systems, components, and spare parts from Triathlon Batterien GmbH in the amount of €528 thousand (prior year: €2,304 thousand)
Purchase of remaining receivables of Triathlon Batterien GmbH (as part of Triathlon Holding GmbH) by Geraer Batterie-Dienst GmbH through Voltatron AG in the amount of €1,401 thousand following a prior netting of receivables
Sale of remaining receivables of Triathlon Holding GmbH to Geraer Batterie-Dienst GmbH by Voltatron AG in the amount of €145 thousand following a prior netting of receivables
Sale of remaining receivables of ccm cash & control management GmbH (as part of Triathlon Holding GmbH) to Geraer Batterie-Dienst GmbH by Voltatron AG in the amount of €286 thousand following a prior netting of receivables
Pass-through of customer claims for damages due to production defects to Triathlon Batterien GmbH in the amount of €42 thousand (prior year: €76 thousand)

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Sale of Voltatron AG's high-voltage battery systems business to Triathlon Batterien GmbH for a sale price of €4,000 thousand, resulting in a positive contribution to earnings that is included in the net income for the year

In addition, Geraer Batterie-Dienst GmbH, whose sole shareholder is board member Martin Hartmann, provided Voltatron AG with various forms of financial support during the reporting year:

Granting of a subordinated loan in the amount of €28,566 thousand for the acquisition of 99% of the shares in EKM Elektronik GmbH (via an accelerated payment process), secured by the assignment of EKM's shares to Geraer Batterie-Dienst GmbH; Interest payments made in the reporting year amounted to €55 thousand; the balance as of December 31, 2025, was approximately €27,065 thousand
Granting of a subordinated loan in the amount of €11,250 thousand for the acquisition of 100% of the shares in GMS Electronic Vertriebs GmbH, secured by the assignment of GMS's shares to Geraer Batterie-Dienst GmbH; No interest payments were made in the reporting year; the balance as of December 31, 2025, was approximately €11,291 thousand
Granting of a credit line in the amount of €7,000 thousand to implement the growth strategy; interest payments made in the reporting year amounted to €8 thousand; the balance as of December 31, 2025, was approximately €500 thousand

An expiring loan from Trionity Invest GmbH, whose sole shareholder is also Martin Hartmann, with a remaining debt of €5,111 thousand, was repaid in the reporting year. Interest payments made in 2025 amounted to €36 thousand.

Geraer Batterie-Dienst GmbH charged Voltatron AG interest of €750 thousand (prior year: €0 thousand) in the 2025 fiscal year.

4.4 Auditor's Fees

The fees recognized for the reporting year for the audit of the individual financial statements of Voltatron AG, prepared in accordance with German commercial law, as well as the fee for the audit of the consolidated financial statements of Voltatron AG, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, amount to 305 thousand (prior year: €185 thousand). In addition, €21 thousand (prior year: €10 thousand) relate to other assurance services concerning the formal review of the remuneration report and the audit of the independence report.

4.5 Declaration pursuant to Section 160(1)(8) of the German Stock Corporation Act

Notifications of Voting Rights

In the reporting year, the JIAOGULAN Family Foundation, Vaduz (Liechtenstein), via JIAOGULAN Holding AG, Vaduz (Liechtenstein), acquired instruments within the meaning of Section 38(1)(1) of the German Securities Trading Act in Voltatron AG (formerly: Voltabox AG) in the amount of 28.00% from Triathlon Holding AG, Pyrbaum. Martin Hartmann, Member of the Management Board, acquired instruments within the meaning of Section 38(1)(1) of the German Securities Trading Act in the amount of 12.88% from Triathlon Holding AG on February 10, 2025, through Geraer Batterie-Dienst GmbH, Fürth. Florian Seitz, a member of the Management Board, acquired instruments within the meaning of Section 38(1)(1) of the German Securities Trading Act amounting to 7.00% from Triathlon Holding AG on February 10, 2025, through FAS Vermögensverwaltung GmbH, Vorra. Upon fulfillment of the closing conditions of the notarized share purchase agreement ("Closing") on March 11, 2025, the instruments were converted into voting rights in the company.

Annual Report 2025

On August 19, 2025, Geraer Batterie-Dienst GmbH acquired 2,300,000 shares of Voltatron AG from EW-Trade AG pursuant to a share purchase and transfer agreement. Under a further share purchase and transfer agreement dated the same day, Geraer Batterie-Dienst GmbH acquired an additional 150,000 shares of Voltatron AG from Mr. Herbert Böttner, who controls EW-Trade AG. Geraer Batterie-Dienst GmbH's stake in Voltatron AG amounted to 24.51% at that time. The total voting rights held by Herbert Böttner subsequently decreased from 18.89% to 6.36%. Of these, EW-Trade AG still held 4.61% at the time of the announcement.

Following the entry in the commercial register of the capital increase in kind resolved on September 3, 2025, for the purpose of acquiring GMS Electronic Vertriebs GmbH, Joachim Markus Gebhart, as the 100% shareholder of the seller Gebhart Holding GmbH, was allocated all new shares amounting to 1,324,224 shares. At the time of registration, Markus Gebhart held, via Gebhart Holding AG, 5.92% of the 22,387,297 shares of Voltatron AG issued since then.

Reportable Securities Transactions (Director's Dealings)

Members of the Management Board and the Supervisory Board are required by law to disclose the purchase or sale of Voltatron AG shares if the value of transactions conducted by the member and persons closely associated with them within a calendar year reaches or exceeds €50,000. (until December 31, 2025, the threshold was €20,000). Voltatron AG ensures the publication of the legally required disclosures in accordance with Art. 19(2) and (3) of the Market Abuse Regulation (MAR) and makes them available on the company's website.

4.6 Declaration on the German Corporate Governance Code

The declaration of conformity with the German Corporate Governance Code (DCGK) required under Section 161 of the German Stock Corporation Act was last issued in February 2026 and has been made permanently available to shareholders on the company's website (https://ir.voltatron.com/corporate-governance).

4.7 Exemption of Subsidiaries Pursuant to Section 264(3) of the German Commercial Code

The following companies are exempt, pursuant to Section 264(3) of the German Commercial Code, from the obligation to prepare, have audited, and disclose annual financial statements and a management report in accordance with the provisions applicable to corporations:

EKM Elektronik GmbH, Zwönitz
GMS Electronic Vertriebs GmbH, Jockgrim
GreenCluster GmbH, Lichtenau
Voltatron Real Estate GmbH, Fürth

These companies are included as subsidiaries in the consolidated financial statements of Voltatron AG, Fürth. The exemptions under Section 264(3) of the German Commercial Code will be utilized for the fiscal year 2025.

4.8 Events After the Balance Sheet Date

The consolidated financial statements must be prepared based on the conditions existing as of the balance sheet date. According to IAS 10.7, the disclosure period ends when the consolidated financial statements are authorized for release. The consolidated financial statements as of April

Annual Report 2025

13, 2026, were approved by the Management Board and forwarded to the Supervisory Board for signature on April 13, 2026. By this date, all information regarding circumstances and conditions that had arisen up to the balance sheet date had to be taken into account.

Acquisition of KOMITEC electronics GmbH

After the balance sheet date, December 31, 2025, Voltatron AG signed a purchase agreement for the acquisition of all shares in KOMITEC electronics GmbH, based in Zwönitz – this constitutes a business combination within the meaning of IFRS 3. The transaction closed upon the signing of the share purchase agreement on January 8, 2026. For simplification purposes, the company was included in the scope of consolidation as of January 1, 2026. From this date forward, KOMITEC has been fully consolidated into Voltatron's consolidated financial statements.

KOMITEC is an established provider of Electronic Manufacturing Services (EMS) for a broad spectrum of industrial applications. Its processes are certified to ISO 9001 and ISO 13485 (medical technology). The company employs approximately 110 people and generated revenue of approximately €17.5 million in fiscal year 2024 (according to German Commercial Code). KOMITEC operates a state-of-the-art electronics production facility spanning more than 4,000 square meters in Zwönitz, in close proximity to Voltatron's subsidiary EKM Elektronik GmbH. In addition, the company has a location in Bulgaria, where the locally based KOMITEC electronics Bulgaria OOD will be able to implement projects with a higher proportion of manual manufacturing in the future.

The total purchase price amounts to approximately €10.1 million. No agreements regarding contingent consideration were made. The acquisition is structured such that the purchase of the shares will be made against payment of a cash component (€6.9 million) as well as against the issuance of new shares of Voltatron AG from a capital increase in kind. This will result in a planned increase in the company's share capital by €627,719.00 – from €22,387,297.00 to €23,015,016.00 – through the partial utilization of the Authorized Capital 2025. Accordingly, 627,719 new no-par bearer shares are expected to be issued in the course of the second quarter of 2026 as part of the capital increase in kind in exchange for a contribution in kind in the form of the transfer of all shares in KOMITEC electronics GmbH. The subscription will take place as planned, excluding the statutory subscription rights of the remaining shareholders, exclusively by the existing shareholders of KOMITEC. The new shares will be issued at an issue price of €1.00 per share with dividend rights effective from the beginning of the 2026 fiscal year. The amount exceeding the issue price will be allocated to the capital reserve in accordance with § 272 (2) No. 1 German Commercial Code.

The cash portion of the acquisition price was financed through financing commitments from related companies.

Control was acquired on January 8, 2026. Accordingly, the economic effects of the acquisition will be reflected for the first time in the 2026 fiscal year.

This constitutes a non-recognizable event after the balance sheet date in accordance with IAS 10.21.

KOMITEC electronics GmbH generated revenue of €19.5 million (according to German Commercial Code) in the 2025 fiscal year, with EBITDA of €2.6 million (according to German Commercial Code). In the 2026 fiscal year, the company is expected to contribute revenue of between €17 million and €19.5 million to consolidated revenue, with an expected EBITDA of between €2 million and €2.5 million. The pro forma analysis of the Group in accordance with IFRS 3.B64 q(ii) is not applicable, as the entity will be included in the Group for the entire 2026 fiscal year.

With this acquisition, Voltatron is continuing its strategic M&A growth strategy as planned and is specifically strengthening the Voltatronics business unit. Through the acquisition of KOMITEC elec

Annual Report 2025

tronics GmbH, the Group is expanding its value chain, in particular by adding additional resources in the area of electronics development for hardware, software, and cloud solutions, as well as significant capacities in medium- and large-scale production of electronic assemblies, devices, and systems. At the Zwönitz production site, this creates production and management redundancies that are expected to result in both greater flexibility and improved process efficiency. Furthermore, with this acquisition, Voltatron is broadening its customer base and strengthening flexibility and delivery reliability in the EMS business. The acquisition thus supports the strategic goal of diversifying Voltatron's customer structure and continuously increasing the resilience of the business model.

After offsetting the acquired assets, liabilities, and provisions against the total purchase price and taking into account all PPA adjustments, a preliminary negative difference of €-1,049 thousand results.

Table: Fair values (IFRS) of KOMITEC electronic GmbH

Dec. 31, 2025	In €'000
Property, plant, and equipment	4,626
Intangible assets	466
Financial assets	36
Contractual assets	1,877
Inventories	5,293
Receivables	210
Other assets	399
Cash and cash equivalents	271
Total assets acquired	13,179
Other liabilities	1,097
Other loans	309
Trade payables	743
Liabilities from leases	125
Bank liabilities	2,023
Provisions	354
Deferred tax liabilities	91
Total liabilities assumed	4,742
Purchase price	10,119
Positive difference	1,682
Total PPA adjustments (FVA)	2,731
Preliminary difference	-1,049

With the acquisition of KOMITEC electronics GmbH, contingent liabilities amounting to approximately €233 thousand were acquired.

There were no pre-existing relationships at the time of the fair value assessment. Receivables expected to be uncollectible have already been taken into account in the fair value assessment, which also includes existing coverage under existing trade credit insurance policies. No additional uncollectible items are known.

No further conditions regarding the purchase price have been agreed upon that would subsequently alter it. Since the purchase price allocation had not yet been completed at the time the consolidated financial statements were prepared, the figures represent preliminary values.

The recognized costs affecting profit or loss in connection with the transaction amount to €7 thousand. Additional costs are expected in connection with the completion of the purchase price allocation and the implementation of the capital increase through the issuance of shares.

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Establishment of VEMCOM Solutions GmbH

In the future, Voltatron will use VEMCOM Solutions GmbH to drive the procurement of components and devices in the Asia-Pacific region in order to respond flexibly to customer demands in price-sensitive application segments. To this end, the company plans to establish a local representative office to build an efficient supplier network for electronic components and devices. This is a non-recurring event after the balance sheet date in accordance with IAS 10.21.

Effective Date of the Tax Effects of Profit Transfer Agreements

In the 2025 reporting year, profit transfer agreements were concluded between the Company and its subsidiaries EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH. The agreements establish a tax group within the meaning of Section 14 et seq. of the German Corporate Income Tax Act (KStG), the tax effects of which will take effect for the first time as of the 2026 fiscal year, i.e., after the balance sheet date of December 31, 2025.

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Declaration by the Legal Representatives

We affirm to the best of our knowledge that, in accordance with the applicable accounting principles, the consolidated financial statements present a true and fair view of the Group's net assets, financial position, and earnings situation of the Group, and that the consolidated management report presents the course of business, including the results of operations and the position of the Group, in such a way as to provide a true and fair view, and describes the significant opportunities and risks associated with the Group's expected development.

Fürth, April 13, 2026

Voltatron AG

Martin Hartmann, Chairman of the Management Board (CEO)

Florian Seitz, Member of the Management Board (CFO)

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Independent Auditor's Report

To Voltatron AG (formerly: Voltabox AG), Fürth

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT

Audit Opinions

We have audited the consolidated financial statements of Voltatron AG, Fürth, and its subsidiaries (the Group)—comprising the consolidated balance sheet as of December 31, 2025, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the fiscal year from January 1 to December 31, 2025, as well as the notes to the consolidated financial statements, including significant information on accounting policies—have been audited. In addition, we have audited the combined management report of Voltatron AG, Fürth, for the fiscal year from January 1 to December 31, 2025. We have not audited the content of the components of the combined management report listed in the appendix in accordance with German statutory requirements.

In our opinion, based on the findings of our audit

the accompanying consolidated financial statements comply in all material respects with the IFRS Accounting Standards issued by the International Accounting Standards Board (hereinafter "IFRS Accounting Standards"), as adopted by the EU, and the supplementary German statutory requirements applicable pursuant to Section 315e (1) of the German Commercial Code, and, in compliance with these requirements, present a true and fair view of the Group's net assets and financial position as of December 31, 2025, as well as its results of operations for the fiscal year from January 1 to December 31, 2025, and
the accompanying summary management report as a whole presents a true and fair view of the Group's position. In all material respects, this summary management report is consistent with the consolidated financial statements, complies with German statutory requirements, and accurately presents the opportunities and risks of future development. Our audit opinion on the condensed management report does not extend to the content of the components of the condensed management report listed in the appendix.

Pursuant to Section 322 (3), first sentence, of the German Commercial Code, we declare that our audit has not led to any objections regarding the correctness of the consolidated financial statements and the summary management report.

Basis for the Audit Opinions

We conducted our audit of the consolidated financial statements and the combined management report in accordance with Section 317 of the German Commercial Code and the EU Audit Regulation (No. 537/2014; hereinafter "EU Audit Regulation"), in compliance with the German standards on the due performance of audits established by the Institute of Public Auditors in Germany (IDW). Our responsibilities under these regulations and standards are described in more detail in the section "Auditor's Responsibility for the Audit of the Consolidated Financial Statements and the Combined Management Report" of our auditor's report. We are independent of the Group companies in accordance with European Union law as well as German commercial and professional regulations, and we have fulfilled our other German professional obligations in accordance with these requirements. Furthermore, in accordance with Article 10(2)(f) of the EU Audit Regulation, we declare that we have not provided any prohibited non-audit services as defined in Article 5(1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to

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serve as a basis for our audit opinions on the consolidated financial statements and the combined management report.

Matter of Particular Importance in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgment, were of the greatest significance in our audit of the consolidated financial statements for the fiscal year from January 1 to December 31, 2025. These matters were considered in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon; we do not issue a separate audit opinion on these matters.

Acquisition of shares in EKM Elektronik GmbH and GMS Electronic Vertriebs GmbH

Reasons for identification as a particularly significant audit matter

With the acquisition of EKM Elektronik GmbH, Zwönitz, ("EKM") and GMS Electronic Vertriebs GmbH, Jockgrim, ("GMS"), Voltatron AG continued its strategic realignment and the development of an economically viable concept. Both companies are assigned to the Voltatronics business segment and are intended to contribute to the expansion of the Electronic Manufacturing Services ("EMS") division. The focus here is on expanding the operational, vertical depth of value creation as well as broadening the customer base. EKM, as a subsidiary specializing in manufacturing services, is thus complemented by GMS, a specialized sales partner in the electronics market, to form a joint market presence; together, they represent the Group's core business activities.

For EKM, the consideration transferred (cash payment) totaled €28.6 million. Taking into account the acquired net assets, this resulted in goodwill of €10.4 million. For GMS, the consideration transferred amounted to €17.3 million. As consideration for the contribution of all shares, the seller received a cash payment of €11.2 million as well as 1,324,224 new Voltatron shares with a par value of €1.0 each (mixed contribution in kind). Taking into account the acquired net assets, goodwill amounted to €3.3 million.

The identification, classification, and measurement of the acquired assets are complex and are based on discretionary assumptions made by the Management Board. These include, among other things, the expected business development for the coming years used to identify and measure the acquired assets, as well as the discount rate applied. To identify the acquired intangible assets, assumptions were made regarding the identification criteria, particularly with respect to the assessment of Voltatron AG's control and separability. In addition, the explanatory notes in the consolidated financial statements regarding the transactions are complex.

There is a risk to the consolidated financial statements that the acquired assets have not been properly identified, classified, or have been measured incorrectly. In addition, there is a risk that the initial inclusion in the Group as part of the first-time consolidation and the subsequent measurement of the acquired identified assets are subject to errors. With regard to the explanatory notes in the notes to the consolidated financial statements, there is a risk that the disclosures are not sufficiently detailed and appropriate. Given the financial significance of the transactions for the consolidated financial statements, this matter was identified as a key audit matter.

Our Audit Approach

In particular, we assessed the appropriateness of the significant assumptions as well as the identification, classification, and measurement methods. To this end, we first gained an understanding of the transactions by interviewing employees in the parent company's finance and investment departments and by reviewing the relevant contracts. We reconciled the total purchase price with the underlying purchase agreements.

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To assess the methodologically and mathematically sound application of the valuation methods used to determine the assets and liabilities, we verified the valuations performed by the company using our own calculations. We assessed the competence, capabilities, and objectivity of the expert engaged by Voltatron AG. In addition, we evaluated the process of identifying the acquired assets against the requirements of IFRS 3, taking into account our knowledge of the business models of EKM and GMS. We examined the valuation methods used for compliance with valuation principles.

We discussed the fulfillment of the identification criteria for the acquired intangible assets—customer relationships, order backlogs, brand, and technology—with external experts engaged by the company as well as employees of the finance department and the legal representatives. In addition, we assessed the existence of the necessary identification criteria, in particular Voltatron AG's control and the separability of the acquired intangible assets. We discussed the expected revenue and margin trends with the external experts and management. We evaluated the license rates used to measure intangible assets based on our industry experience. We compared the assumptions and data underlying the cost of capital, in particular the risk-free interest rate, the market risk premium, and the beta factor, with our own assumptions and publicly available data. Finally, we assessed whether the disclosures in the notes to the consolidated financial statements regarding the acquisition of EKM and GMS are complete and accurate.

Reference to Related Disclosures

For the accounting and valuation methods applied, as well as the disclosures regarding transactions during the fiscal year, including the identified assets and liabilities and goodwill, we refer to the notes to the consolidated financial statements, section "Business Combinations in the Reporting Period."

Other Information

The legal representatives and the Supervisory Board are responsible for the other information. The other information comprises

the components of the combined management report listed in the appendix to the auditor's report, the content of which has not been audited,
the representations pursuant to Sections 297(2) sentence 4 and 315(1) sentence 5 of the German Commercial Code regarding the consolidated financial statements and the combined management report,
the remuneration report pursuant to Section 162 of the German Stock Corporation Act,
the report of the Supervisory Board,
the remaining parts of the "Annual Report" but not the consolidated financial statements, not the information in the combined management report that has been audited for content, and not our accompanying audit opinion the Group Corporate Governance Statement pursuant to Section 315d of the German Commercial Code.

The Supervisory Board is responsible for the Supervisory Board's report. The legal representatives and the Supervisory Board are responsible for the statement pursuant to Section 161 of the German Stock Corporation Act regarding the German Corporate Governance Code, to which reference is made in the section "Declaration of Compliance and Statement on Corporate Governance" of the combined management report. In all other respects, the legal representatives are responsible for the other information.

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Our audit opinions on the consolidated financial statements and the combined management report do not extend to the other information, and accordingly, we do not express an audit opinion or any other form of audit conclusion on this matter.

In connection with our audit of the consolidated financial statements, we have a responsibility to read the other information mentioned above and to assess whether the other information

contain material inconsistencies with the consolidated financial statements, with the information in the combined management report that we have audited, or with our knowledge obtained during the audit, or
otherwise appear to be materially misstated.

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

Responsibility of the legal representatives and the Supervisory Board for the consolidated financial statements and the combined management report

The legal representatives are responsible for the preparation of the consolidated financial statements, which comply in all material respects with the IFRS accounting standards as adopted by the EU, and the supplementary German statutory provisions applicable pursuant to Section 315e (1) of the German Commercial Code in all material respects, and for ensuring that the consolidated financial statements, in compliance with these provisions, present a true and fair view of the Group's net assets, financial position, and results of operations. Furthermore, the legal representatives are responsible for the internal controls they have determined to be necessary to enable the preparation of consolidated financial statements that are free from material misstatements resulting from fraudulent acts (i.e., accounting manipulation and financial losses) or errors.

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group's ability to continue as a going concern. Furthermore, they are responsible for disclosing matters related to the Group's ability to continue as a going concern, where relevant. In addition, they are responsible for preparing the financial statements on a going-concern basis, unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative to doing so.

In addition, the legal representatives are responsible for preparing the consolidated management report, which as a whole provides a true and fair view of the Group's financial position, is consistent with the consolidated financial statements in all material respects, complies with German legal requirements, and accurately presents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for the arrangements and measures (systems) they deemed necessary to enable the preparation of a combined management report in accordance with applicable German legal requirements and to provide sufficient and appropriate evidence for the statements in the combined management report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and the combined management report.

The auditor's responsibility for the audit of the consolidated financial statements and the consolidated management report

Our objective is to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatements due to fraud or error, and whether the combined management report as a whole presents a true and fair view of the Group's financial

Annual Report 2025

position, is consistent in all material respects with the consolidated financial statements and with the findings of our audit, complies with German legal requirements, and accurately presents the opportunities and risks of future development, and to issue an auditor's report containing our opinions on the consolidated financial statements and the combined management report.

Reasonable assurance is a high level of assurance, but not a guarantee, that an audit conducted in accordance with Section 317 of the German Commercial Code and the EU Audit Regulation, in compliance with the German Standards on Auditing established by the Institute of Public Auditors in Germany (IDW), will always detect a material misstatement. Misstatements may result from fraud or error and are considered material if they could reasonably be expected, individually or in the aggregate, to influence the economic decisions of users made on the basis of these consolidated financial statements and the combined management report.

During the audit, we exercise professional judgment and maintain a critical attitude. In addition,

we identify and assess the risks of material misstatements in the consolidated financial statements and the combined management report due to fraud or error, plan and perform audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to serve as a basis for our audit opinions. The risk that a material misstatement resulting from fraud will not be detected is higher than the risk that a material misstatement resulting from error will not be detected, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
we obtain an understanding of the internal controls relevant to the audit of the consolidated financial statements and the arrangements and measures relevant to the audit of the combined management report in order to plan audit procedures that are appropriate in the circumstances, but not with the objective of expressing an audit opinion on the effectiveness of the Group's internal controls or these arrangements and measures.
We evaluate the appropriateness of the accounting policies applied by the legal representatives, as well as the reasonableness of the estimated values and related disclosures presented by the legal representatives.
we draw conclusions regarding the appropriateness of the going concern accounting principle applied by the legal representatives and, based on the audit evidence obtained, whether there is material uncertainty related to events or conditions that could cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our audit opinion accordingly. We draw our conclusions based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may result in the Group being unable to continue as a going concern.
We evaluate the presentation, structure, and content of the consolidated financial statements as a whole, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in such a way that the consolidated financial statements, in accordance with IFRS as adopted by the EU, and the supplementary German statutory provisions applicable pursuant to Section 315e (1) of the German Commercial Code, the consolidated financial statements present a true and fair view of the Group's financial position, results of operations, and cash flows.

Annual Report 2025

We plan and perform the audit of the consolidated financial statements to obtain sufficient appropriate audit evidence regarding the financial information of the companies or business segments within the Group as a basis for forming our audit opinions on the consolidated financial statements and the combined management report. We are responsible for directing, supervising, and reviewing the audit work performed for the purposes of the audit of the consolidated financial statements. We bear sole responsibility for our audit opinions.

We assess the consistency of the combined management report with the consolidated financial statements, its compliance with the law, and the picture it conveys of the Group's financial position.
We perform audit procedures regarding the forward-looking statements presented by the legal representatives in the combined management report. Based on sufficient and appropriate audit evidence, we specifically verify the significant assumptions underlying the forward-looking statements made by the legal representatives and assess the appropriate derivation of the forward-looking statements from these assumptions. We do not express an independent audit opinion on the forward-looking statements or the underlying assumptions. There is a significant unavoidable risk that future events will differ materially from the forward-looking statements.

We discuss with those responsible for oversight, among other things, the planned scope and timing of the audit as well as significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We provide a statement to those responsible for oversight that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that could reasonably be expected to affect our independence, and, where applicable, the actions taken or safeguards implemented to address independence threats.

We identify, from the matters discussed with those responsible for oversight, those matters that were most significant in the audit of the consolidated financial statements for the current reporting period and are therefore the key audit matters. We describe these matters in the auditor's report, unless laws or other regulations preclude public disclosure of the matter.

OTHER STATUTORY AND REGULATORY REQUIREMENTS

Statement on the audit of the electronic representations of the consolidated financial statements and the combined management report prepared for disclosure purposes pursuant to Section 317(3a) of the German Commercial Code

Statement on the Non-Issuance of an Audit Opinion

We were engaged to perform an audit, in accordance with Section 317(3a) of the German Commercial Code, to obtain reasonable assurance that the representations of the consolidated financial statements and the combined management report (hereinafter also referred to as "ESEF documents") prepared for disclosure purposes comply in all material respects with the requirements of Section 328(1) of the German Commercial Code regarding the electronic reporting format ("ESEF format") in all material respects.

We do not issue an audit opinion on the ESEF documents. Due to the significance of the facts described in the section "Basis for the Statement of Non-Issuance of an Audit Opinion," we have not been able to obtain sufficient appropriate audit evidence as a basis for an audit opinion on the ESEF documents.

Annual Report 2025

Basis for the Statement on the Non-Issuance of an Audit Opinion

Since the legal representatives did not provide us with any ESEF documents for audit by the time the audit report was issued, we do not express an audit opinion on the ESEF documents.

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The company's legal representatives are responsible for preparing the ESEF documents, including the electronic versions of the consolidated financial statements and the consolidated management report, in accordance with Section 328(1), sentence 4, no. 1 of the German Commercial Code, and for tagging the consolidated financial statements in accordance with Section 328(1), sentence 4, no. 2 of the German Commercial Code.

Furthermore, the company's legal representatives are responsible for the internal controls they deem necessary to enable the preparation of the ESEF documents, which must be free from material-intentional or unintentional-violations of the requirements of Section 328 (1) of the German Commercial Code regarding the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.

Responsibility of the auditor for the audit of the ESEF documents

It is our responsibility to conduct an audit of the ESEF documents in accordance with Section 317(3a) of the German Commercial Code, in compliance with IDW Auditing Standard: Audit of Electronic Representations of Financial Statements and Management Reports Prepared for Disclosure Purposes Pursuant to Section 317 (3a) of the German Commercial Code (IDW PS 410 (06.2022)). Due to the circumstances described in the section "Basis for the Statement on the Non-Issuance of an Audit Opinion," we have been unable to obtain sufficient appropriate audit evidence as a basis for an audit opinion on the ESEF documents.

AUDITOR IN CHARGE

The auditor responsible for the audit is Dennis Wenning.

Bielefeld, April 14, 2026

Rödl Audit GmbH
Auditing Firm

Signed: Schumacher, Certified Public Accountant

Signed: Wenning, Certified Public Accountant

APPENDIX TO THE AUDIT OPINION: COMPONENTS OF THE COMBINED MANAGEMENT REPORT NOT AUDITED FOR CONTENT

We have not audited the following components of the consolidated management report:

the Group Corporate Governance Statement pursuant to Section 315d of the German Commercial Code, to which reference is made in the section "Declaration of Conformity and Corporate Governance Statement" of the consolidated management report.

In addition, we have not reviewed the following disclosures in the consolidated management report that are not part of the management report itself. Disclosures in the consolidated management report that are not part of the management report are those that are neither required by Sections 289, 289a, or Sections 289b through 289f of the German Commercial Code nor required by DRS 20:

the information contained in the "Employees" section regarding the turnover rate and the proportion of female employees,
the dependency report pursuant to Section 312 of the German Stock Corporation Act, to which reference is made in the section "Declaration on Dependency Reporting pursuant to Section 312(3) AktG" of the consolidated management report.

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Financial Calendar

Apr. 16, 2026	Consolidated Financial Statements as of 31 December 2025 - Annual Report 2025
May 13, 2026	Group Interim Statement as of 31 March 2026 - First quarter
June 19, 2026	Annual General Meeting 2026, Nuremberg
Aug. 13, 2026	Group Interim Report as of 30 June 2026 - First six months
Aug. 31 to Sep. 1, 2026	EquityForum Fall Conference 2026, Frankfurt am Main
Nov. 12, 2026	Group Interim Statement as of 30 September 2026 - Nine months

Annual Report 2025

Imprint

VOLTATRON AG

Flößaustraße 22
90763 Fürth

Phone: +49 (0) 911 377 17 500
Mail: [email protected]

AI assistant

Voltabox AG — Annual Report 2025

476_10-k_2026-04-15_3750eeef-c5d5-4640-9e2c-2c10c328bafb.pdf

Annual Report 2025

Key Financial Figures for Fiscal Year 2025

Company Profile

What Sets Voltatron Apart

Tabel of Contents

Letter from the Management Board

Extensive experience in strategic development and the management of fast-growing companies

Career:

Vorstellung des Vorstands

Proven track record in building agile, highly professional structures

Career:

The New Voltatron

New Name, New Identity

Interview with Markus Gebhart

Mr. Gebhart, if you had to describe yourself in three words, what would they be?

Your Palatinate roots are unmistakable. You built GMS from there and developed it into a provider with a national and international footprint. Would that have been conceivable for you at a different location?

Why electronics, of all things? How did your journey into the industry begin?

In your view, what were the key success factors for the development of GMS?

What will be the key factor determining Voltatron’s success in the coming years?

What does Voltatron need to do better than other market players?

What does the “Voltatron Project” mean to you personally?

State-of-the-art production

Vacuum vapor-phase soldering: Technology that makes a difference

Trust is built through verification: 3D X-ray and CT analyses

The added value for customers: peace of mind before things get critical

What drives us?

Our Vision

Our Mission

Our Values

What shapes our daily actions

Our Values

What shapes our daily actions

Report of the Supervisory Board

Report of the Supervisory Board

Supervisory Board Meetings, Attendance at Meetings

New Members of the Supervisory Board

Committees of the Supervisory Board

Annual Financial Statements and Consolidated Financial Statements

Declaration on the German Corporate Governance Code

Investor Relations

Investor Relations: Voltatron on the Capital Market

Stock Market Environment in 2025

Stock: Price Performance and Trading Volume

Financial Communication

Capital Market Positioning and Coverage

Dividend Policy

Shareholder Structure

Information for Capital Market Participants

Corporate Governance

Remuneration Report

Remuneration of the Members of the Management Board

Resolution of the Annual General Meeting

Principles of the Management Board's Remuneration System

Determination of Remuneration Levels

Total Remuneration

Annual fixed salary, benefits in kind, and other benefits

Variable Remuneration Components

Maximum Remuneration

Remuneration Structure

Options for Reclaiming Variable Remuneration Components

Handling of Conflicts of Interest

Temporary Deviation from the Remuneration System

Remuneration Granted to Management Board Members

Vertical comparison of Management Board remuneration (granted) compared to the previous year pursuant to Section 162(1)(2) of the German Stock Corporation Act*

Remuneration of Supervisory Board Members

Principles, Objectives, and Components of the Supervisory Board's Remuneration System

Procedures for determining, reviewing, and implementing the remuneration system

Overview of the fixed annual remuneration for Supervisory Board members

D&O Insurance

Reimbursement of Expenses

Remuneration granted and received by Supervisory Board members in detail

Vertical comparison of Supervisory Board remuneration (granted) compared to the previous year pursuant to Section 162(1)(2) of the German Stock Corporation Act*

On behalf of the Supervisory Board

On behalf of the Management Board

Corporate Governance Statement pursuant to Section 315d in Conjunction with Section 289f (1) of the German Commercial Code (HGB)

Corporate Governance Fundamentals

General Information about the Company and its Corporate Bodies

Voltabox AG Annual Report 2025