Financial Report – Financial statements of
Zehnder Group AG

Notes to the financial statements of Zehnder Group AG

General comments

As Zehnder Group AG has a pure holding company function, the point must be made that the income development of this company in no way reflects the present or future profitability of Zehnder Group. Hence the development of the Group as set out in the consolidated financial statements – and not the individual financial statements of Zehnder Group AG – is decisive for the Board of Directors for their dividend proposal. The aim of the dividend policy laid down by the Board of Directors is to pay out some 30–50% of the consolidated net profit of Zehnder Group to its shareholders.

1. Other short-term receivables

CHF million	31.12.2023	31.12.2022
Accounts receivable from third parties	–	0.2
Accounts receivable from Group companies	1.5	4.5
Total	1.5	4.8

2. Financial assets

CHF million	31.12.2023	31.12.2022
Loans to Group companies	57.4	59.4
Total	57.4	59.4

3. Participations

The directly or indirectly held majority interests which are material are included in the Overview of companies table set out in the consolidated financial statements in this Financial Report.

4. Short-term interest-bearing liabilities

CHF million	31.12.2023	31.12.2022
Loans from Group companies	8.2	1.9
Total	8.2	1.9

5. Other short-term liabilities

CHF million	31.12.2023	31.12.2022
Other short-term liabilities to third parties	0.1	0.5
Total	0.1	0.5

6. Share capital

	Registered shares A units 2023	Registered shares B units 2023	Nominal value CHF 2023	Registered shares A units 2022	Registered shares B units 2022	Nominal value CHF 2022
Total registered shares A as of 1.1.	9,756,000		487,800	9,756,000		487,800
Total registered shares B as of 1.1.		9,900,000	99,000		9,900,000	99,000
Total at 31.12.	9,756,000	9,900,000	586,800	9,756,000	9,900,000	586,800

As in the previous year, total share capital amounted to CHF 0.6 million, corresponding to EUR 0.4 million at the exchange rate of 1 January 2003. It is made up of 9,756,000 registered shares A with a par value of CHF 0.05 each and 9,900,000 registered shares B with a par value of CHF 0.01 each.

The unlisted registered shares B (nominal value CHF 0.01) are held by Graneco AG, which is controlled by the Zehnder families. On the balance sheet date, Graneco AG and its shareholders held 52.1% of the company’s registered shares and voting rights.

The share buyback programme launched on 24 March 2021 was completed on 18 September 2023. A total of 487,800 registered shares A (as at 31 December 2022: 336,932 shares) were bought back, corresponding to 5% of all registered A shares. At the Annual General Meeting on 11 April 2024, the Board of Directors intends to propose that the registered shares A of Zehnder Group AG acquired under the buyback programme be cancelled by means of a capital reduction.

7. Own shares

The development of this item can be seen in the table below.

	Registered shares A units 2023	Value per share CHF 2023	Value CHF 2023	Registered shares A units 2022	Value per share CHF 2022	Value CHF 2022
Own shares at 1.1., trading portfolio	401,948	71.28	28,651,233	126,276	64.50	8,145,093
Shares sold	–71,168	56.55	–4,024,809	–41,960	66.00	–2,769,333
Gain/(loss) from sale			–1,081,616			926,122
Shares bought	252,368	66.17	16,698,071	317,632	70.36	22,349,351
Own shares at 31.12., trading portfolio	583,148	69.01	40,242,880	401,948	71.28	28,651,233

The own shares allocated to members of the Board of Directors are shown in item 5.1 Compensation to the Board of Directors in the business year 2023 in the Compensation Report.

8. Number of full-time positions

The holding company has no employees.

9. Contingent liabilities

The company has guarantee obligations and pledged assets in favour of subsidiaries in the amount of CHF 52.8 million (previous year: CHF 58.0 million).

In connection with the acquisition of the 51% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd. there is a contingent liability due to the granting of a put option on a further 25% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd.

The company belongs to a VAT group which comprises all the Swiss companies in Zehnder Group and is thus jointly and severally liable vis-à-vis the Swiss Federal Tax Administration for any VAT debts of this VAT group.

10. Net release of hidden reserves

The total net release of hidden reserves amounts to CHF 5.5 million (previous year: CHF 13.5 million).

11. Events after the balance sheet date

There were no extraordinary pending transactions, risks or events after the balance sheet date which would require disclosure in the financial statements.