Financial Report – Financial statements of
Zehnder Group AG
Notes to the financial statements of Zehnder Group AG
PwC Schweiz PwC SwitzerlandGeneral 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.
1. Other short-term receivables
CHF million | 31.12.2024 | 31.12.2023 |
Other short-term receivables from Group companies | 3.5 | 1.5 |
Total | 3.5 | 1.5 |
2. Financial assets
CHF million | 31.12.2024 | 31.12.2023 |
Loans to third parties | 0.3 | - |
Loans to Group companies | 73.2 | 57.4 |
Total | 73.5 | 57.4 |
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 | 31.12.2024 | 31.12.2023 |
Loans from Group companies | 16.0 | 8.2 |
Total | 16.0 | 8.2 |
5. Long-term interest-bearing liabilities
CHF million | 31.12.2024 | 31.12.2023 |
Bank loans | 56.9 | - |
Total | 56.9 | - |
6. Share capital
Registered shares A units 2024 | Registered shares B units 2024 | Nominal value CHF 2024 | Registered shares A units 2023 | Registered shares B units 2023 | Nominal value CHF 2023 | |
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 | ||
Cancellation due to capital reduction | –487,800 | - | –24,390 | - | - | - |
Total at 31.12. | 9,268,200 | 9,900,000 | 562,410 | 9,756,000 | 9,900,000 | 586,800 |
The Annual General Meeting of 11 April 2024 approved the capital reduction by cancellation of 487,800 listed registered shares A of Zehnder Group AG and, consequently, the shares were cancelled at the end of April 2024.
At the end of 2024, the 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 9,268,200 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. In the previous year, the total share capital amounted to CHF 0.6 million, corresponding to EUR 0.4 million at the exchange rate of 1 January 2003. It was 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 53.4% of the company’s registered shares and voting rights.
7. Own shares
The development of own shares can be seen in the table below.
Registered shares A units 2024 | Value per share CHF 2024 | Value CHF 2024 | Registered shares A units 2023 | Value per share CHF 2023 | Value CHF 2023 | |
Own shares at 1.1., trading portfolio | 583,148 | 69.01 | 40,242,880 | 401,948 | 71.28 | 28,651,233 |
Shares sold | –60,859 | 52.90 | –3,219,164 | –71,168 | 56.55 | –4,024,809 |
Gain/(loss) from sale | –1,001,204 | –1,081,616 | ||||
Cancellation due to capital reduction | –487,800 | 70.26 | –34,270,603 | |||
Shares bought | 76,500 | 53.53 | 4,094,667 | 252,368 | 66.17 | 16,698,071 |
Own shares at 31.12., trading portfolio | 110,989 | 52.68 | 5,846,576 | 583,148 | 69.01 | 40,242,880 |
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 2024 business year in the Compensation Report.
8. Number of full-time positions
The company has no employees.
9. Contingent liabilities
The company has guarantee obligations in favour of subsidiaries in the amount of CHF 58.0 million (previous year: CHF 52.8 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 14.0 million (previous year: CHF 5.5 million).
11. Events after the balance sheet date
Zehnder Group AG is not aware of any events that occurred after the balance sheet date that could have a material impact on the consolidated financial statements for the financial year ended December 31, 2024.