Financial Report – Financial statements of
Zehnder Group AG

Notes to the financial statements of Zehnder Group AG

PwC Schweiz PwC Switzerland

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.

1. Other short-term receivables

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

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

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

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

5. Long-term interest-bearing liabilities

CHF million

31.12.2024

31.12.2023

Bank loans

56.9

-

Total

56.9

-

6. Share capital

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

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

8. Number of full-time positions

The company has no employees.

9. Contingent liabilities

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

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

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.

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