Notes 1–3

1Principles

General aspects

These financial statements were prepared according to the ­provisions of the Swiss Law on Accounting and Financial ­Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. It should be noted that to ensure the company’s going concern, the company may create or release hidden reserves.

Non-current assets

Non-current assets include long-term loans and investments. Loans granted in foreign currencies are translated at the exchange rate applicable on the balance sheet date; unrealised losses are recorded, but unrealised profits are not recognised. Investments are valued at their acquisition cost adjusted for impairment losses, if any.

Treasury shares

Treasury shares are recognised at historical costs and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognised through equity.

Long-term interest-bearing liabilities

Interest-bearing liabilities are recognised in the balance sheet at nominal value. Issue costs for financial debts are capitalised and amortised on a straight-line basis over the financial debt maturity period.

Foregoing a cash flow statement and additional disclosures in the notes

As Cicor Technologies Ltd. has prepared its consolidated financial statements in accordance with a recognised accounting standard (Swiss GAAP FER), it has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement in accordance with the law.

Derivative financial instruments

Derivative financial instruments for hedging balance sheet items are stated at fair value upon conclusion of the contract and are shown under other current receivables third parties and financial liabilities third parties. Consequently, the derivative financial instruments are valued at market value, whereas non-realised gains and losses are recognised in the financial result. The market values of the derivative financial instruments are derived from the market prices at the end of the period. To hedge currency risks, the Group can make use of foreign exchange forwards.

2Information on Balance Sheet and Income Statement Items

Loans to subsidiaries

Loans in the amounts of TCHF 15 850, TEUR 42 200, TGBP 29 302, TUSD 5 148 and TMAD 773 were granted to subsidiaries as of 31 December 2025.

Investments

Non-current financial liabilities

On 20 January 2022, Cicor issued a five-year, interest-free mandatory convertible note (MCN) with a principal amount of CHF 20.0 million. The MCN was subject to a reopening clause allowing Cicor to increase the principal amount of the MCN up to a maximum principal amount of CHF 60.2 million within the twelve months reopening period without prior consent or permission of the holders through the issue of further fungible MCNs fully allocated to its main shareholder OEP, under its agreement to provide Cicor a fully underwritten standby equity facility. On 27 September 2022 Cicor exercised its option to reopen the issuance of the mandatory convertible note in the amount of CHF 40.2 million and to sell these additional notes to OEP.

The conversion price is fixed at CHF 47.50 per share, subject to subsequent adjustments for anti-dilution events. Shares to be delivered upon conversion of a MCN will be new shares to be issued from the conditional capital according to Art. 5 ter of the Company’s Articles of Association. No fractions will be delivered to, and no cash payments will be made to the holders. The MCN contains the following early conversion option for holders: each holder may elect to convert the MCN early during the optional conversion period starting 730 days after issuance up to 10 days prior to maturity or following the formal announcement of a takeover bid to Cicor’s shareholders during the additional offer period, unless certain thresholds have not been met after the first offer period.

Upon occurrence of certain predefined events, the MCNs will be subject to an accelerated conversion and will be mandatorily converted on the maturity date, unless previously converted under the early conversion options or following an accelerated conversion.

As of 31 December 2025, MCNs with a nominal value of CHF 59.8 million were converted into 1 259 114 new ordinary shares with a par value of CHF 10.00 that were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association (2024: CHF 54.8 million converted into 1 153 777 shares).

Non-current interest-bearing liabilities

On 30 October 2023, the Group signed a syndicated bank loan agreement which included a revolving credit line of CHF 120 million plus allowance of an external basket of CHF 20 million valid for four years, beginning on 30 November 2023. The credit agreement included the renewal of the existing CHF 75 million acquisition line, where CHF 15 million is outstanding on 31 December 2025, and another acquisition line for CHF 50 million, where CHF 32.5 million is outstanding on 31 December 2025. The credit agreement also contained an optional acquisition credit line in the amount of CHF 75 million which is not yet utilised.

Share capital

1 153 777 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association in 2024 for the conversion of mandatory convertible notes into shares of the Company.

105 337 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association in 2025 for the conversion of mandatory convertible notes into shares of the Company.

As of 31 December 2025, the Company’s ordinary share capital amounted to CHF 46 702 830 and was divided into 4 670 283 registered shares with a par value of CHF 10.00 each (2024: 4 564 946 registered shares with a par value of CHF 10.00 each).

Cicor Technologies Ltd. is a holding company established under Swiss law. According to the provisions of law ­governing the appropriation of retained earnings by holding companies, the share capital and appropriations to the general legal reserve to the extent of 20% of share capital may not be distributed.

Reserves from capital contributions

Distributions from the capital contribution reserve are not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The confirmation from the Swiss tax authorities that the additions in 2025 (CHF 3 901 085) and 2024 (CHF 42 724 391) qualify as part of the capital contribution reserve has not yet been received.

Dividend

At the Shareholders’ Meeting on 17 April 2025, the shareholders decided that no dividend will be paid for the financial year 2024.

Capital band

At the Annual General Meeting of Shareholders on 17 April 2025, the Shareholders decided to amend the capital band according to Art. 5 quater of the Company's Articles of Association as follows: The lower limit of the capital band is CHF 45 649 460 and the upper limit is CHF 54 779 350. The Board of Directors is authorised until 17 April 2028 to increase the share capital in one or more steps by a maximum of CHF 9 129 890 by issuing a maximum of 912 989 registered shares with a par value of CHF 10.00 each, but not authorised to reduce the share capital. In the event of an increase of the share capital, the new shares must be fully paid up. The Board of Directors may exclude the Shareholders' preferential subscription rights in specific cases. In case the subscription price is paid in cash, this right is limited to the issuance of 456 494 shares.

Conditional capital according to Art. 5 bis of the Company’s Articles of Association

At the Annual General Meeting of Shareholders on 12 April 2022, the Shareholders decided to extend the conditional capital according to Art. 5 bis of the Company’s Articles of Association according to the following: The share capital may be conditionally increased by a maximum of CHF 1 200 000 by issuing up to 120 000 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise of option rights granted to directors, officers, senior executives and employees of the Company or its subsidiaries, according to plans established by the Board of Directors.

The share capital was increased in the amount of CHF 16 270 with the issuance of 1 627 shares out of conditional capital according to Art. 5 bis until 31 December 2025. The remaining conditional capital according to Art. 5 bis as per 31 December 2025 amounts to CHF 1 183 730 divided into 118 373 shares.

Conditional capital according to Art. 5 ter of the Company’s Articles of Association

At the Extraordinary General Meeting of Shareholders on 16 December 2021, the Shareholders decided to create conditional capital according to Art. 5 ter of the Company’s Articles of Association according to the following: The share capital of the Company may be increased by an additional maximum amount of CHF 13 303 750 by issuing up to 1 330 375 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise or compulsory exercise of conversion, exchange, option or similar subscription rights granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations, subscription or similar share subscription rights, granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations of the Company or one of its subsidiaries.

The share capital was increased in the amount of CHF 12 591 140 with the issuance of 1 259 114 shares out of conditional capital according to Art. 5 ter until 31 December 2025. The remaining conditional capital according to Art. 5 ter as per 31 December 2025 amounts to CHF 712 610 divided into 71 261 shares.

Treasury shares

Other financial income

Other financial income includes foreign exchange gains of TCHF 1 292 (2024: TCHF 2 780).

Valuation adjustments on investments

For the financial year ended at 31 December 2025 a negative valuation adjustment on investments of TCHF 2 858 was recognised (2024: positive valuation adjustment of TCHF 29 278).

Administrative expenses

Administrative expenses include the remuneration to the Board of Directors of TCHF 667 (2024: TCHF 590) and other expenses (costs charged by Cicor Management AG, costs for the annual report, the Annual General Meeting, consulting, investor relations, audit and write off of project costs) of TCHF 16 137 (2024: TCHF 6 595).

3Other information

Net release of hidden reserves

No hidden reserves were released in 2025 (2024: TCHF 1 031).

Full-time equivalents

Cicor Technologies Ltd. does not have any employees.

Collateral provided for liabilities of third parties

For a lease contract between Cicorel and a Swiss insurance company, Cicor Technologies Ltd. grants a guarantee in favour of said insurance company in the amount of TCHF 5 726 (2024: TCHF 6 396), which represents the discounted value of future rental payments.

Pledged assets

The shares of the following companies and their subsidiaries are in deposit with the lead bank, pledged as collateral for the syndicated credit line: Cicorel SA, Electronicparc Holding AG, Cicor Microtech AG, Swisstronics Contract Manufacturing AG, Cicor Deutschland GmbH, Cicor Microsystems GmbH and Cicor UK Ltd..

Remuneration of Board of Directors and Group Management

Information on the remuneration of the Board of Directors and of the Group Management is disclosed in the Remuneration Report.

Shares or options on shares for members of the Board and employees

3 532 shares with a value of TCHF 177 of Cicor Technologies Ltd were transferred to members of the Board of Directors for remuneration purposes in financial year 2025 (2024: 2 465 shares with a value of TCHF 126). The Company does not have any employees.

Significant events after the balance sheet date

There were no events between 31 December 2025 and 4 March 2026 that would necessitate adjustments to the book value of the Company’s assets or liabilities, or that require additional disclosure in the financial statements.