Notes to the consolidated financial statements

1. Liquid assets

Liquid assets amounted to EUR 40.0 million (previous year: EUR 56.7 million), whereas interest-bearing financial liabilities reached EUR 7.2 million (previous year: EUR 68.6 million). At year end, net liquidity¹ amounted to EUR 32.8 million (previous year: net debt¹ of EUR –11.8 million).

¹ See Alternative performance measures in the consolidated financial statements in this Financial Report.

2. Trade accounts receivable and other receivables

Due to the ongoing real estate crisis in China and the associated outstanding receivables, related value adjustments on trade receivables amounted to EUR 19.3 million (previous year: EUR 21.1 million). The decline is mainly due to the weakening of the Chinese currency.

In addition to individual allowances based on a risk assessment, general allowances are made for the following overdue periods:

3. Inventories

4. Non-current assets

Property, plant and equipment

Net book values from finance leases of EUR 0.3 million (previous year: EUR 0.8 million) are capitalised in land/buildings/installations in buildings and EUR 2.1 million (previous year: EUR 2.4 million) in machinery/plant.

Financial assets

For further details on reserves for employer contributions, please refer to item 15. Employer contribution reserves and pension fund liabilities in these notes to the consolidated financial statements.

Intangible assets

5. Financial liabilities

Financial liabilities consist of:

Financial lease liabilities have the following maturity structure:

Total financial liabilities have the following maturities and currencies:

Short-term loans are at average interest rates of 2.2% (previous year: 2.5%). Long-term loans are at average interest rates of 1.5% (previous year: 1.7%).

6. Provisions

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 4.0% (previous year: 3.5%).

In 2025, EUR 4.1 million new restructuring provisions were recognised in connection with European radiator market restructurings as well as other selective restructurings in Europe and China. In the previous year, 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. Accruals

Accruals and deferred income consist of:

8. Equity capital

At the balance sheet date, the equity ratio was 59% (previous year: 51%). The factors that contributed to changes in con­solidated equity are presented in the consolidated statement of changes in equity.

As in the previous year, the total share capital of Zehnder Group AG amounted to CHF 0.6 million, corresponding to EUR 0.4 million at the exchange rate of 1 January 2003. It comprises 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.

Statutory and legal reserves and those not available for distribution amounted to EUR 8.1 million (previous year: EUR 6.3 million).

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 23. Shares granted in these notes to the consolidated financial statements).

9. Contingent liabilities

At year end, guarantee obligations and contingent liabilities vis-à-vis third parties amounted to EUR 14.8 million (previous year: EUR 12.2 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 3.0 million credit facility must be granted. As per 31 December 2025, as in the previous year, the criteria were not met for the exercise of this cash injection call. The contingent liability expires 24 months after closing of the transaction, namely as per 30 June 2026.
• 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.

10. Pledged assets

None of the Group’s assets were pledged either in the reporting year or in the previous year.

11. Liabilities to pension funds

At year end, there were liabilities to pension funds of EUR 0.9 million (previous year: EUR 1.1 million). These are included in other short-term liabilities.

12. 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.

13. Derivative financial instruments

14. Operating leasing not recognised in the balance sheet

Current operating leasing contracts expire as follows:

15. Employer contribution reserves and pension fund liabilities

Employer contribution reserve (ECR)

No interest was paid on the employer contribution reserve in either year.

Economic benefits/economic liabilities and pension expenses

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.

16. 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.

17. Sales

Consolidated sales amounted to EUR 760.7 million (previous year: EUR 705.8 million), an increase of 7.8%. Organic¹ sales increased by 7.0%.

Sales by region and segments are classified as follows:

¹ See Alternative performance measures in the consolidated financial statements in this Financial Report.

18. Other operating income

Other operating income is classified as follows:

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.

19. Other operating expenses

Other operating expenses are classified as follows:

20. Financial result

21. Income taxes

The tax ratio (=taxes as a percentage of earnings before taxes) was 20.9% (previous year: 119.5%).

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. 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 0.7 million (previous year: EUR 0.2 million) can be utilised against future taxable profits. The deferred tax assets on these losses amount to EUR 0.2 million (previous year: EUR 0.0 million).

Total deferred tax assets not capitalised amount to EUR 1.2 million (previous year: EUR 1.2 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.

In the previous year, 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 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.

22. 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.

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.

23. 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 5.3 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.

24. Acquisitions

In 2025, no acquisitions were made.

The purchase price allocation relating to the acquisition of the Siber Group in 2024 was finalised in 2025. As part of this finalisation, the identifiable net assets were determined to be EUR 0.6 million lower than initially recognised, resulting in a corresponding increase in goodwill to EUR 80.4 million.

In the previous year, 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.

25. Disposals

In the year under review, no disposals were made.

In the previous year, 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. Total one-off costs related to the transaction amounted to EUR 7.9 million and were reported in other operating expenses.

26. 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

In 2025, EUR 0.6 million additions to goodwill are related to the final determination of the purchase price allocation in connection with the acquisition of the Siber Group in 2024.

In the previous year, additions to goodwill included EUR 79.7 million from the acquisition of the Siber Group 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

27. Government grants

The following government grants related to income were recognised:

28. 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, 2025.

The 2025 financial statements were approved by the Board of Directors on 23 February 2026.