Financial Report – Consolidated financial statements
Notes to the consolidated financial statements
PwC Schweiz PwC Switzerland1. Liquid assets
Liquid assets amounted to EUR 56.7 million (previous year: EUR 77.2 million), whereas interest-bearing financial liabilities reached EUR 68.6 million (previous year: EUR 6.4 million). At year end, net debt1 amounted to EUR –11.8 million (previous year: net liquidity1 of EUR 70.8 million).
1 See Alternative performance measures in the consolidated financial statements in this Financial Report.
2. Trade accounts receivable and other receivables
EUR million | 31.12.2024 | 31.12.2023 |
Trade accounts receivable, gross* | 123.4 | 116.5 |
Value adjustments on trade accounts receivable | –23.1 | –18.6 |
Trade accounts receivable, net | 100.3 | 97.9 |
Other receivables, gross | 19.8 | 18.6 |
Value adjustments on other receivables | –2.0 | –0.2 |
Other receivables, net | 17.8 | 18.5 |
Total trade accounts receivable and other receivables | 118.1 | 116.3 |
* Of which more than 12 months overdue gross | 19.2 | 19.0 |
Due to the ongoing real estate crisis in China and the associated outstanding receivables, related value adjustments on trade receivables amounted to EUR 21.1 million (previous year: EUR 16.7 million).
In addition to individual allowances based on a risk assessment, general allowances are made for the following overdue periods:
1–30 days | 0% |
31–60 days | 10% |
61–90 days | 10% |
91–180 days | 25% |
181–360 days | 50% |
More than 360 days | 100% |
3. Inventories
EUR million | 31.12.2024 | 31.12.2023 |
Raw materials | 54.4 | 57.7 |
Semi-finished products and goods in process | 5.7 | 10.4 |
Finished products | 43.7 | 42.8 |
Valuation adjustments | –20.7 | –20.7 |
Total inventories | 83.0 | 90.2 |
Despite the reduction in the gross inventory value, the valuation adjustment on inventories remained at EUR 20.7 million (previous year: EUR 20.7 million) due to the ongoing low inventory turnover.
4. Development of non-current assets
Property, plant and equipment
EUR million | Land/ buildings/ installations in buildings | Machinery/ plant | Other fixed assets | Plant under con- struction | Total |
Net book value at 1.1.2024 | 140.4 | 49.9 | 8.7 | 4.1 | 203.1 |
Acquisition cost | |||||
Status 1.1.2024 | 259.5 | 268.6 | 33.4 | 4.1 | 565.6 |
Investments | 2.6 | 8.2 | 3.7 | 3.4 | 17.9 |
Disposals | –1.2 | –7.8 | –3.7 | - | –12.7 |
Changes in consolidation scope | 1.4 | –1.1 | –0.5 | - | –0.2 |
Reclassifications | 0.1 | 2.8 | –0.5 | –2.4 | - |
Currency effects | 0.5 | 1.0 | 0.1 | - | 1.7 |
Status 31.12.2024 | 262.9 | 271.7 | 32.5 | 5.1 | 572.2 |
Accumulated valuation adjustments | |||||
Status 1.1.2024 | –119.0 | –218.8 | –24.7 | - | –362.5 |
Depreciation | –7.5 | –13.0 | –3.3 | - | –23.8 |
Impairment | –11.1 | –3.2 | - | –0.4 | –14.8 |
Disposals | 0.7 | 7.1 | 3.5 | - | 11.3 |
Changes in consolidation scope | - | 1.1 | 0.3 | - | 1.4 |
Reclassifications | –0.1 | –0.4 | 0.4 | - | - |
Currency effects | –0.7 | –0.9 | –0.1 | - | –1.7 |
Status 31.12.2024 | –137.7 | –228.0 | –24.0 | –0.4 | –390.1 |
Net book value at 31.12.2024 | 125.2 | 43.7 | 8.5 | 4.7 | 182.1 |
Net book value at 1.1.2023 | 125.7 | 49.0 | 7.8 | 21.5 | 203.9 |
Acquisition cost | |||||
Status 1.1.2023 | 236.4 | 271.1 | 32.7 | 21.5 | 561.7 |
Investments | 6.5 | 10.1 | 3.7 | 3.5 | 23.8 |
Disposals | –1.5 | –19.1 | –3.9 | - | –24.5 |
Changes in consolidation scope | - | - | - | - | - |
Reclassifications | 15.9 | 4.5 | 0.7 | –21.1 | - |
Currency effects | 2.1 | 2.1 | 0.3 | 0.1 | 4.6 |
Status 31.12.2023 | 259.5 | 268.6 | 33.4 | 4.1 | 565.6 |
Accumulated valuation adjustments | |||||
Status 1.1.2023 | –110.8 | –222.1 | –25.0 | - | –357.8 |
Depreciation | –7.2 | –12.8 | –3.3 | - | –23.3 |
Impairment | –0.3 | - | - | - | –0.3 |
Disposals | 1.5 | 18.3 | 3.8 | - | 23.6 |
Changes in consolidation scope | - | - | - | - | - |
Reclassifications | - | - | - | - | - |
Currency effects | –2.2 | –2.2 | –0.3 | - | –4.6 |
Status 31.12.2023 | –119.0 | –218.8 | –24.7 | - | –362.5 |
Net book value at 31.12.2023 | 140.4 | 49.9 | 8.7 | 4.1 | 203.1 |
Net book values from finance leases of EUR 0.8 million (previous year: EUR 1.2 million) are capitalised in land/buildings/installations in buildings and EUR 2.4 million (previous year: EUR 2.8 million) in machinery/plant.
In 2024, EUR 11.5 million of the impairment relate to properties in China and EUR 3.2 million to production equipment in Europe. The adjustments were necessary because of reorganisations resulting in the carrying amount of these assets exceeding the recoverable amount.
Financial assets
EUR million | Financial assets | Loans | Reserves for employer contri- butions | Deferred tax assets | Total |
Net book value at 1.1.2024 | 0.1 | 0.3 | 3.2 | 13.2 | 16.8 |
Acquisition or current book value | |||||
Status 1.1.2024 | 0.1 | 0.3 | 3.2 | 13.2 | 16.8 |
Increases | - | - | - | 0.8 | 0.8 |
Decreases | - | - | - | –0.8 | –0.8 |
Changes in consolidation scope | - | - | - | 0.6 | 0.6 |
Currency effects | - | - | - | - | - |
Status 31.12.2024 | 0.1 | 0.3 | 3.1 | 14.0 | 17.5 |
Accumulated valuation adjustments | |||||
Status 1.1.2024 | - | - | - | - | - |
Impairment | - | - | - | –4.5 | –4.5 |
Status 31.12.2024 | - | - | - | –4.5 | –4.5 |
Net book value at 31.12.2024 | 0.1 | 0.3 | 3.1 | 9.5 | 13.0 |
Net book value at 1.1.2023 | 0.1 | 0.3 | 3.0 | 14.5 | 17.9 |
Acquisition or current book value | |||||
Status 1.1.2023 | 0.1 | 0.3 | 3.0 | 14.5 | 17.9 |
Increases | - | - | - | 0.3 | 0.3 |
Decreases | - | - | - | –1.3 | –1.3 |
Changes in consolidation scope | - | - | - | - | - |
Currency effects | - | - | 0.2 | –0.3 | –0.1 |
Status 31.12.2023 | 0.1 | 0.3 | 3.2 | 13.2 | 16.8 |
Accumulated valuation adjustments | |||||
Status 1.1.2023 | - | - | - | - | - |
Impairment | - | - | - | - | - |
Status 31.12.2023 | - | - | - | - | - |
Net book value at 31.12.2023 | 0.1 | 0.3 | 3.2 | 13.2 | 16.8 |
Impairment on deferred tax assets resulted from temporary timing differences in relation to the business development in China and the diminished probability of generating sufficient taxable profits to realise these assets, refer to item 20. Income taxes.
For further details on reserves for employer contributions, please refer to item 14. Employer contribution reserves and pension fund liabilities in these notes to the consolidated financial statements.
Intangible assets
EUR million | 2024 | 2023 |
Net book value at 1.1. | 6.5 | 6.8 |
Acquisition cost | ||
Status 1.1. | 19.6 | 19.9 |
Investments | 0.1 | 0.5 |
Disposals | –0.6 | –1.5 |
Changes in consolidation scope | 12.1 | - |
Currency effects | –0.1 | 0.7 |
Status 31.12. | 31.2 | 19.6 |
Accumulated valuation adjustments | ||
Status 1.1. | –13.1 | –13.0 |
Amortisation | –1.5 | –1.0 |
Impairment | –1.0 | - |
Disposals | 0.6 | 1.5 |
Changes in consolidation scope | 0.1 | - |
Currency effects | 0.1 | –0.5 |
Status 31.12. | –14.8 | –13.1 |
Net book value at 31.12. | 16.4 | 6.5 |
Intangible assets include EUR 11.8 million (previous year: EUR 0.0 million) intangible assets through acquisition, namely trademarks and technology, as well as software licences amounting to EUR 0.8 million (previous year: EUR 1.2 million), patents amounting to EUR 3.2 million (previous year: EUR 3.7 million), and land use rights amounting to EUR 0.5 million (previous year: EUR 1.5 million).
The impairment relates to land use rights in China.
5. Financial liabilities
Financial liabilities consists of:
EUR million | 2024 | 2023 |
Bank loans | 62.6 | 2.1 |
Other loans | 0.4 | 0.3 |
Financial lease liabilities | 3.2 | 4.0 |
Total | 68.6 | 6.4 |
Financial lease liabilities have the following maturity structure:
EUR million | 2024 | 2023 |
Less than 12 months | 0.6 | 0.8 |
12 months to 60 months | 1.9 | 2.0 |
More than 60 months | 0.7 | 1.3 |
Total | 3.2 | 4.0 |
Total financial liabilities have the following maturities and currencies:
EUR million | 2024 | 2023 |
Split by maturity | ||
Less than 12 months | 4.3 | 1.7 |
12 months to 60 months | 63.5 | 3.5 |
More than 60 months | 0.7 | 1.3 |
Total | 68.6 | 6.4 |
Split by currency | ||
CAD | 0.3 | 0.2 |
CHF | 42.6 | 0.1 |
EUR | 25.7 | 6.1 |
Total | 68.6 | 6.4 |
Short-term loans are at average interest rates of 2.5% (previous year: 1.8%). Long-term loans are at average interest rates of 1.7% (previous year: 1.9%).
6. Provisions
EUR million | Tax provisions | Pension commit- ments | Restruc- turing provisions | Warranty provisions | Other provisions | Total |
Book value at 1.1.2024 | 6.4 | 2.7 | 2.6 | 7.1 | 10.4 | 29.2 |
New provisions | 0.3 | 1.0 | 8.9 | 1.4 | 1.7 | 13.3 |
Use | - | –0.6 | –1.8 | –1.3 | –0.8 | –4.5 |
Reversals | –1.4 | –0.4 | –0.1 | –0.4 | –1.0 | –3.2 |
Changes in consolidation scope | 3.3 | –0.1 | - | 0.2 | –0.1 | 3.3 |
Currency effects | - | - | 0.1 | - | - | - |
Book value at 31.12.2024 | 8.6 | 2.7 | 9.7 | 7.1 | 10.1 | 38.2 |
Of which short-term | - | 0.4 | 9.2 | 4.1 | 1.6 | 15.3 |
Book value at 1.1.2023 | 6.8 | 2.9 | 1.1 | 6.4 | 12.0 | 29.2 |
New provisions | 0.2 | 0.6 | 2.5 | 2.1 | 1.7 | 7.1 |
Use | - | –0.5 | –0.8 | –1.0 | –1.2 | –3.5 |
Reversals | –0.7 | –0.3 | –0.3 | –0.4 | –2.0 | –3.6 |
Changes in consolidation scope | - | - | - | - | - | - |
Currency effects | 0.1 | - | - | - | –0.1 | 0.1 |
Book value at 31.12.2023 | 6.4 | 2.7 | 2.6 | 7.1 | 10.4 | 29.2 |
Of which short-term | - | 0.5 | 2.6 | 4.1 | 2.0 | 9.2 |
Tax provisions include deferred as well as other tax provisions in accordance with item “9. Provisions” of the Accounting and valuation principles in the consolidated financial statements in this Financial Report.
The discount rate for German pension obligations was 3.5% (previous year: 3.5%).
In 2024, new restructuring provisions were mainly related to the ongoing restructuring of the radiator production footprint.
Other provisions mainly include provisions for pending legal cases and personnel-related provisions.
7. Equity capital
At the balance sheet date, the equity ratio was 51% (previous year: 67%). The factors that contributed to changes in consolidated equity are presented in the consolidated statement of changes in equity.
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.
Statutory and legal reserves and those not available for distribution amounted to EUR 6.3 million (previous year: EUR 43.5 million).
Registered shares A units 2024 | Value per unit EUR 2024 | Value thousand EUR 2024 | Registered shares A units 2023 | Value per unit EUR 2023 | Value thousand EUR 2023 | |
Own shares at 1.1. | 583,148 | 68.50 | 39,949 | 401,948 | 69.15 | 27,794 |
Transfer at market price | –60,859 | 53.93 | –3,282 | –71,168 | 54.30 | –3,865 |
Cancellation due to capital reduction | –487,800 | 69.25 | –33,781 | - | ||
Gain/(loss) from sale | –1,049 | –1,111 | ||||
Purchase at acquisition price | 76,500 | 56.04 | 4,287 | 252,368 | 67.88 | 17,130 |
Own shares at 31.12. | 110,989 | 55.17 | 6,123 | 583,148 | 68.50 | 39,949 |
The transferred shares were sold at a discount of 30% to management staff participating in a stock ownership plan, transferred to the Executive Committee as part of the share-based compensation plan (LTI), and issued to members of the Board of Directors as part of their annual retainer (see item 22. Shares granted in these notes to the consolidated financial statements).
8. Contingent liabilities
At year end, guarantee obligations and contingent liabilities vis-à-vis third parties amounted to EUR 12.2 million (previous year: EUR 15.5 million).
The following contingent liability exists in connection with the acquisition of Zhongshan Fortuneway Environmental Technology Co., Ltd.:
- Zehnder Group owns 51% of Zhongshan Fortuneway Environmental Technology Co., Ltd. Zehnder Group has agreed on the conditions of the potential transfer of the additional 25% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd. with the current owner. On the one hand, Zehnder Group has received call options on the remaining 49% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd. On the other hand, Zehnder Group has issued put options on a 25% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd.
The option right is exercisable from 2024. As the option does not meet the recognition criteria for an asset or a liability, it is not recognised in the balance sheet.
The following contingent liabilities exist in connection with the divestment of the Closed Ceiling Solution business:
- In case the working capital of the divested business does not meet the liquidity requirement, an additional EUR 1.9 million loan must be granted. As per 31 December 2024, the criteria are not met for the exercise of this cash injection call. The contingent liability expires 24 months after closing of the transaction.
- Zehnder Group will continue to be subject to certain liability claims from ongoing construction projects. This contingent liability cannot be quantified and currently does not meet the recognition criteria for provisions.
9. Pledged assets
None of the Group’s assets were pledged either in the reporting year or in the previous year.
10. Liabilities to pension funds
At year end, there were liabilities to pension funds of EUR 1.1 million (previous year: EUR 1.0 million). These are included in other short-term liabilities.
11. Transactions with related parties
In the reporting year, as was the case in the previous year, no products were sold to associated companies and there were no receivables due from associated companies.
In the year under review, as per the previous year, Zehnder Group did not complete any major transactions with shareholders and there were no receivables or obligations.
12. Derivative financial instruments
EUR million | Contract value 31.12.2024 | Positive fair value 31.12.2024 | Negative fair value 31.12.2024 | Contract value 31.12.2023 | Positive fair value 31.12.2023 | Negative fair value 31.12.2023 | Purpose |
Foreign exchange | 4.2 | - | 0.1 | 5.8 | 0.1 | - | Hedging |
Total | 4.2 | - | 0.1 | 5.8 | 0.1 | - |
13. Operating leasing not recognised in the balance sheet
Current operating leasing contracts expire as follows:
EUR million | 31.12.2024 | 31.12.2023 |
Within 12 months | 5.9 | 5.9 |
In 13–60 months | 10.1 | 8.2 |
In more than 60 months | 4.0 | 2.4 |
Total | 20.0 | 16.4 |
14. Employer contribution reserves and pension fund liabilities
Employer contribution reserve (ECR)
EUR thousands | Nominal value 31.12.2024 | Balance sheet 31.12.2024 | Currency gain (+)/ loss (–) on ECR 2024 | Balance sheet 31.12.2023 | Expense (–)/ income (+) in personnel expenses 2024 | Expense (–)/ income (+) in personnel expenses 2023 |
Pension trust fund | 3,143 | 3,143 | –38 | 3,181 | - | - |
Total | 3,143 | 3,143 | –38 | 3,181 | - | - |
No interest was paid on the employer contribution reserve in either year.
Economic benefits/economic liabilities and pension expenses
EUR thousands | Excess/ (inad- equate) cover 31.12.20241 | Economic share of organi- sation 31.12.2024 | Economic share of organi- sation 31.12.2023 | Capitalised in business year 2024 | Contri- butions accrued 2024 | Pension expenses in personnel expenses 2024 | Pension expenses in personnel expenses 2023 |
Pension trust fund | 2,669 | - | - | - | - | - | - |
Personnel pension fund collective fund | 12,667 | - | - | - | 3,045 | 3,045 | 2,805 |
Pension plans abroad | - | - | - | - | 11,231 | 11,231 | 11,274 |
Total | 15,336 | - | - | - | 14,276 | 14,276 | 14,079 |
1The details regarding the excess coverage in 2024 are based on provisional financial statements as at 31 December 2024.
Please refer to item “10. Pension funds” of the Accounting and valuation principles in the consolidated financial statements and to the pension commitments in item 6. Provisions in these notes to the consolidated financial statements.
15. Segment reporting
In accordance with Swiss GAAP FER 31/8, segment reporting used by the top management level for corporate management is disclosed. Zehnder Group is an indoor climate system supplier. With the two segments, ventilation and radiators, the Group is classified according to business areas. These are managed independently from one another and their business performance is assessed separately.
The ventilation segment covers the three product lines for ventilation, heat exchangers, and clean air solutions. The radiator segment contains two product lines: radiators and ceiling panels.
The Sales by region and segment table also provides information on the regions in which the sales were generated. Sales are allocated to the region to which the products and systems were sold. In order to reflect the global activities of Zehnder Group, the regions have been expanded accordingly to EMEA (Europe, Middle East and Africa), Asia-Pacific, and North America.
Ventilation | Radiators | Total | ||
2024 | ||||
Sales | EUR million | 424.2 | 281.6 | 705.8 |
EBIT adjusted1 | EUR million | 44.4 | 5.7 | 50.1 |
% of sales | 10.5 | 2.0 | 7.1 | |
EBIT | EUR million | 37.4 | –23.2 | 14.1 |
% of sales | 8.8 | –8.2 | 2.0 | |
Number of employees | Ø full-time equivalents | 1,947 | 1,612 | 3,559 |
2023 | ||||
Sales | EUR million | 441.1 | 321.0 | 762.1 |
EBIT adjusted1 | EUR million | 53.5 | 9.4 | 63.0 |
% of sales | 12.1 | 2.9 | 8.3 | |
EBIT | EUR million | 53.0 | 7.2 | 60.2 |
% of sales | 12.0 | 2.2 | 7.9 | |
Number of employees | Ø full-time equivalents | 1,930 | 1,843 | 3,772 |
1See Alternative performance measures in the consolidated financial statements in this Financial Report.
16. Sales
Consolidated sales amounted to EUR 705.8 million (previous year: EUR 762.1 million), a decrease of 7.4%. Organic1 sales decreased by 8.7%.
Sales include EUR 0.8 million (previous year: EUR 5.7 million) recognised on long-term contracts.
Sales by region and segments are classified as follows:
2024 | % | 2023 | % | ||
Sales by region and segments | |||||
Ventilation EMEA | EUR million | 328.4 | 46.5 | 336.2 | 44.1 |
Change from prior year in % | –2.3 | –3.8 | |||
Ventilation North America | EUR million | 71.1 | 10.1 | 69.1 | 9.1 |
Change from prior year in % | 2.9 | 16.4 | |||
Ventilation Asia-Pacific | EUR million | 24.7 | 3.5 | 35.8 | 4.7 |
Change from prior year in % | –30.9 | –14.0 | |||
Total ventilation segment | EUR million | 424.2 | 60.1 | 441.1 | 57.9 |
Change from prior year in % | –3.8 | –2.1 | |||
Radiators EMEA | EUR million | 235.9 | 33.4 | 268.2 | 35.2 |
Change from prior year in % | –12.1 | –13.5 | |||
Radiators North America | EUR million | 38.5 | 5.5 | 45.5 | 6.0 |
Change from prior year in % | –15.5 | 2.9 | |||
Radiators Asia-Pacific | EUR million | 7.2 | 1.0 | 7.2 | 1.0 |
Change from prior year in % | –0.9 | –6.7 | |||
Total radiator segment | EUR million | 281.6 | 39.9 | 321.0 | 42.1 |
Change from prior year in % | –12.3 | –11.4 | |||
Total region EMEA | EUR million | 564.3 | 80.0 | 604.5 | 79.3 |
Change from prior year in % | –6.6 | –8.3 | |||
Total region North America | EUR million | 109.6 | 15.5 | 114.6 | 15.0 |
Change from prior year in % | –4.4 | 10.6 | |||
Total region Asia-Pacific | EUR million | 31.9 | 4.5 | 43.0 | 5.6 |
Change from prior year in % | –25.9 | –12.8 | |||
Total | EUR million | 705.8 | 100.0 | 762.1 | 100.0 |
Change from prior year in % | –7.4 | –6.2 |
1 See Alternative performance measures in the consolidated financial statements in this Financial Report.
17. Other operating income
Other operating income is classified as follows:
EUR million | 2024 | 2023 |
Licence income | 0.1 | 0.1 |
Gain/(loss) on disposal of fixed assets | 1.0 | –0.1 |
Miscellaneous operating income | 4.5 | 4.0 |
Total | 5.7 | 4.0 |
The main sources of miscellaneous operating income are income generated by the sale of scrap materials, rental income from third parties, and payments from insurance claims.
18. Other operating expenses
Other operating expenses are classified as follows:
EUR million | 2024 | 2023 |
Operating expenses | –54.2 | –52.5 |
Marketing and distribution expenses | –63.2 | –62.9 |
Administration and IT expenses | –30.9 | –32.8 |
Loss from sale of subsidiaries (Climate Ceiling Solutions business) | –7.9 | - |
Total | –156.2 | –148.2 |
19. Financial result
EUR million | 2024 | 2023 |
Financial expenses | –2.3 | –1.1 |
Financial earnings | 0.5 | 0.4 |
Exchange gains/(losses) | 0.1 | –2.4 |
Total financial result | –1.7 | –3.1 |
20. Income taxes
The tax ratio (=taxes as a percentage of earnings before taxes) was 119.5% (previous year: 21.8%).
EUR million | 2024 | 2023 |
Current taxes | –10.4 | –11.7 |
Deferred taxes | –4.5 | –0.7 |
Total taxes | –14.9 | –12.4 |
In accordance with the OECD BEPS 2.0 Pillar Two rules, the Group has applied the global minimum tax framework in the countries in which it operates from the 2024 financial reporting year. All relevant countries can benefit from the Transitional Country-by-Country Reporting Safe Harbor and are therefore exempt from a top-up tax calculation. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
Zehnder Group anticipates that losses of EUR 0.2 million (previous year: EUR 0.5 million) can be utilised against future taxable profits. The deferred tax assets on these losses amount to EUR 0.0 million (previous year: EUR 0.1 million).
Total deferred tax assets not capitalised amount to EUR 1.2 million (previous year: EUR 6.5 million) and originate predominantly from Finland.
The differences between the expected income tax expense, based on the expected income tax rate and the effective income tax expense shown in the income statement, is explained by the following factors. The expected income tax rate of the Group is based on the profit/loss before taxes and the applicable tax rate in the tax year for the Group companies.
EUR million | 2024 | 2023 |
Earnings before taxes | 12.4 | 57.1 |
Expected tax rate in % | 22.5 | 21.5 |
Expected tax expenses | –2.8 | –12.3 |
Effect from non-refundable tax credits/incentives | 0.2 | 0.5 |
Effect of non-deductible expenses | –6.8 | –0.7 |
Effect of non-recognition of tax loss carry-forwards | –0.8 | –0.3 |
Effect of use of unrecognised tax loss carry-forwards | 0.2 | 0.3 |
Effect from deferred tax asset valuation allowances | –4.5 | - |
Effective tax expenses | –14.9 | –12.4 |
Effective tax rate in % | 119.5 | 21.8 |
In the year under review, EUR 5.3 million of the total EUR 6.8 million effect of non-deductible expenses were derived from the impairment in China and the divestment of the Zehnder Climate Ceiling Solutions business.
Furthermore, EUR 4.5 million (previous year: EUR 0.0 million) capitalised deferred taxes were impaired in relation to the business development in China and the diminished probability of generating sufficient taxable profits to realise these assets.
21. Net profit per registered share
The undiluted net profit per registered share A is calculated by dividing the net profit excluding minority shares by the total nominal value adjusted shares, less the average number of own shares held by Zehnder Group AG, based on a weighted average due to the capital reduction.
The shares eligible for the share-based compensation plan (LTI) are also held as own shares. The shares allocated will be included proportionately, resulting in a dilution of the net profit per registered share A.
2024 | 2023 | ||
Net profit excluding minority interests | EUR million | 1.7 | 43.2 |
Notional number of shares | units | 11,248,200 | 11,736,000 |
Notional number of shares excl. own shares | units | 11,169,576 | 11,254,116 |
Non-diluted net profit excluding minority interests per registered share A | EUR | 0.15 | 3.84 |
Notional number of shares excl. own shares | units | 11,169,576 | 11,254,116 |
Eligible shares for share-based compensation plan (LTI) | units | 21,731 | 24,606 |
Number of shares for calculating diluted net profit per share | units | 11,191,307 | 11,278,722 |
Diluted net profit excluding minority interests per registered share A | EUR | 0.15 | 3.83 |
The undiluted/diluted net profit excluding minority interests per registered share B amounts to one fifth of the undiluted/diluted net profit excluding minority interests per registered share A.
22. Shares granted
As part of the Zehnder Group Management Share Plan (ZGMSP), the managers of operating units and members of the Group management of Zehnder Group are given the opportunity to acquire registered shares A. The shares are issued at a discount to the persons entitled to receive them. The registered shares A issued also include the Board of Directors’ shares. Half of the annual retainer that the members of the Board of Directors receive is made up of registered shares A.
In the case of the ZGMSP, the difference between the current value at the time of allocation and the issue price is recognised in personnel expenses.
Furthermore, Zehnder Group offers a long-term, variable compensation element (long-term incentive or LTI). This is granted as part of a long-term investment plan in which rights to shares are awarded under certain conditions. The general contractual basis and exercise conditions are explained under item 4.3 Variable long-term compensation element (long-term incentive, LTI) in the Compensation Report.
The value of shares issued at the time of allocation is equal to the current value. The current value is determined as the closing rate on the day of allocation.
2024 | 2023 | ||
Shares for the Zehnder Group Management Share Plan | |||
Shares granted for the Zehnder Group Management Share Plan | units | 40,666 | 44,916 |
Current value on the day of allocation | CHF | 51.70 | 60.50 |
Personnel expenses for the Zehnder Group Management Share Plan | CHF | 685,000 | 1,006,000 |
Shares for the compensation of the Board of Directors | |||
Shares granted for the compensation of the Board of Directors | units | 10,780 | 9,902 |
Current value on the day of allocation | CHF | 51.90 | 58.10 |
Personnel expenses for the compensation of the Board of Directors | CHF | 559,000 | 575,000 |
Shares for the variable long-term compensation element for the Group Executive Committee | |||
Shares granted for the variable long-term compensation element for the Group Executive Committee (with 100% achievement of objectives) | units | 14,716 | 14,186 |
Shares allocated for the variable long-term compensation element for the Group Executive Committee | units | 9,413 | 16,350 |
Current value on the day of allocation | CHF | 55.10 | 74.70 |
Personnel expenses for the variable long-term compensation element for the Group Executive Committee1 | CHF | 407,000 | –43,000 |
Total personnel expenses for shares granted | CHF | 1,651,000 | 1,538,000 |
1Personnel expenses for the variable long-term compensation include the cost of the shares granted for the compensation plans launched in the reporting year and the result of the reassessment of the current plans. The net result of the two factors led to negative personnel expenses for the variable long-term compensation of the Group Executive Committee in 2023.
23. Acquisitions
In the year under review, the following acquisitions were made:
- As per 19 March 2024, Zehnder Group acquired the remaining 25% share in Zehnder Caladair International SAS in France. The purchase price was EUR 4.7 million. EUR 0.6 million equity from minority interests was transferred to equity attributable to shareholders of the Zehnder Group AG. The resulting goodwill amounted to EUR 4.1 million and was offset against equity.
- As of 11 July 2024, Zehnder Group acquired the ventilation Group Siber in Spain, consisting of Zehnder Spain Holding, S.L.U., Zerfas Europe, S.L.U., Siber Zone, S.L.U., Metair 2010, S.L.U., and Industrias Gonal Hispania, S.L.U. The purchase price was EUR 86.3 million. Additionally, EUR 10.4 million debt was taken over and EUR 0.9 million transaction costs were capitalised. The Group acquired net assets amounting to EUR 17.8 million (excluding EUR 10.4 million debt taken over). These net assets included liquid assets of EUR 2.6 million, other current assets of EUR 15.2 million, non-current assets of EUR 15.7 million, and liabilities of EUR 15.7 million. The resulting goodwill amounted to EUR 79.7 million and was offset against equity. Siber contributed EUR 17.7 million sales to the Group in the period under review and generated EUR 20.1 million sales in 2024 in the period before the acquisition.
In the previous year, no acquisitions were made.
24. Disposals
In the year under review, the following disposal was made:
- As per 30 June 2024, the divestment of Zehnder Climate Ceiling Solutions GmbH (Germany) and Zehnder Climate Ceiling Solutions SAS (France) to Private Assets SE & Co. KGaA (Germany) was completed. EUR 13.2 million of assets, of which EUR 3.0 million were liquid assets, and EUR 8.5 million of liabilities were divested. The divested Climate Ceiling Solutions business contributed EUR 9.5 million to the Group’s sales in 2024 (previous year: EUR 23.3 million). Total one-off costs related to the transaction amounted to EUR 7.9 million and are reported in other operating expenses.
In the previous year, the following disposal was made:
- As per 27 April 2023, sale of OOO “Zehnder GmbH” in Russia.
25. Goodwill
In accordance with the consolidation principles, Zehnder Group directly nets acquired goodwill against equity at the time of first consolidation.
The theoretical amortisation of goodwill is based on the straight-line method and an amortisation period of five years. The impact of the theoretical capitalisation and amortisation of goodwill is disclosed in the tables below:
Impact of theoretical capitalisation of goodwill on balance sheet
31.12.2024 | 31.12.2023 | ||
Disclosed equity including minority interests | EUR million | 241.5 | 347.3 |
Equity ratio | % | 50.7 | 67.2 |
Acquisition value of goodwill | |||
Status at beginning of business year | EUR million | 187.1 | 187.1 |
Additions | EUR million | 83.9 | - |
Disposals | EUR million | - | - |
Status at end of business year | EUR million | 270.9 | 187.1 |
Accumulated amortisation | |||
Status at beginning of business year | EUR million | –151.9 | –138.4 |
Amortisation in current year | EUR million | –20.3 | –13.6 |
Status at end of business year | EUR million | –172.2 | –151.9 |
Theoretical net book value of goodwill | EUR million | 98.7 | 35.1 |
Theoretical equity including minority interests and net book value of goodwill | EUR million | 340.3 | 382.5 |
Theoretical equity ratio | % | 59.1 | 69.3 |
Additions to goodwill include EUR 79.7 million from the acquisition of Siber in Spain and EUR 4.1 million from the acquisition of the remaining 25% share in Zehnder Caladair International SAS in France.
Impact of theoretical capitalisation of goodwill on results
31.12.2024 | 31.12.2023 | ||
Disclosed net profit/(loss) | EUR million | –2.4 | 44.6 |
Theoretical amortisation of goodwill | EUR million | –20.3 | –13.6 |
Net profit/(loss) after amortisation of goodwill | EUR million | –22.7 | 31.1 |
26. Government grants
The following government grants related to income were recognised:
EUR million | 2024 | 2023 |
Technology/research and development grants | 0.8 | 0.8 |
Others | 0.8 | 1.2 |
Total government grants | 1.5 | 2.0 |
Other government grants mainly consist of energy subsidies.
27. Events after the balance sheet date
Zehnder Group 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.
The 2024 financial statements were approved by the Board of Directors on 20 February 2025.