Notes

In the reporting year, net sales for the continued divisions Zeochem and Perlen Packaging saw an increase of 3.3 % or CHF 10.8 million compared to the prior year due to the acquisition of subsidiaries (‑ 1.0 % adjusted for currency and acquisition effects), due to the acquisition of subsidiaries. See also Note 31.

Net sales and earnings of the spun-off Paper Division are shown up until to its separation on 25 June 2024. In the prior year, EBIT for the spun-off Paper Division had been reduced by a CHF 22.3 million non-cash expense deriving from the spin-off. See also Note 32.

The share of sales with European customers declined significantly, particularly as a result of the spin-off of the Paper Division effective 25 June 2024. See also Note 32.

The other operating income of CHF 3.2 million (prior year: CHF 15.9 million) includes income from the sale of energy, recyclable materials and carbon credits, rental income, own work capitalized and various further operating income in the prior year, largely from the Paper Division, which was spun-off effective 25 June 2024.

Personnel expense for the continued divisions Zeochem and Perlen Packaging increased by CHF 12.2 million or 15.3 % in the year under review. The increase is attributable in particular to the acquisition of subsidiaries. See also Note 31.

The other operating expense of CHF 32.9 million (prior year: CHF 43.2 million) includes expenditure on maintenance, repairs and servicing, sales and administrative costs, and various other operating expenses.

The non-operating result consists of expenditure on and income from the sales of former production sites in Uetikon am See (Switzerland). The non-operating income for the previous year derived primarily from the sale of industrial land at the Full-Reuenthal former production site. The non-operating expense included among other things an increase in provisions (see also Note 20, Provisions).

The expected income tax rate for the reporting year for CPH Group amounted to 18.7 % (prior year: 32.8 % respectively 17.8 % for the continued divisions). This is the weighted average tax rate based on the results before taxes and individual tax rates for each group company in the year under review. The change in the expected income tax rate is due to the profit/loss situation and to changes in the tax rates at the various group companies.

The difference between the expected income tax expense and the income tax expense disclosed in the income statement is largely attributable in both the year under review and the prior year to the impact of non-capitalized tax loss carry forwards (see also Note 15, Financial assets).

The calculation of deferred income taxes was based on expected local tax rates at individual group companies, which averaged 15.5 % (prior year: 14.7 %).

Non-capitalized tax loss carry forwards increased in the year under review from CHF 1.5 million to CHF 1.9 million. Of these, CHF 0.1 million expire within one year (prior year: CHF 0.0 million), CHF 0.6 million expire within two to seven years (prior year: CHF 0.8 million) and CHF 1.1 million are of indefinite duration (prior year: CHF 0.7 million).

Earnings per share are calculated by dividing the net result for the year less the portion thereof attributable to minority shareholders by the average number of company shares held during the year (excluding treasury shares; see also Note 23, Treasury shares). The average number of such shares held in the reporting year amounted to 5 997 398 (prior year 5 997 394). On the basis of a net result attributable to shareholders of the company of CHF 23.4 million (prior year: CHF 4.6 million), this produces earnings per share of CHF 3.90 (prior year: CHF 0.78). Since the company has not issued any share options or convertible bonds, diluted earnings per share are identical to the earnings per share result.

In the reporting year, cash and cash equivalents decreased by CHF 4.6 million to CHF 27.0 million

Gross trade receivables increased by CHF 8.6 million in the year under review owing primarily to the acquisition of subsidiaries. The valuation allowance for doubtful receivables also saw an increase of CHF 0.3 million. See also Note 31.

This position includes the current portion of the remaining receivable from Canton Zurich for the sale of the former production site in Uetikon am See (Switzerland) which the canton has retained as security in respect of the portion of the costs of cleaning up the adjacent bed of Lake Zurich to be borne by CPH Group. This remaining receivable is reduced by the expenditure on the lake bed clean-up to be borne by CPH Group, charged to the established provisions and paid by Canton Zurich (see also Note 15, Financial assets and Note 20, Provisions).

In the year under review, other receivables decreased by CHF 1.0 million from their prior-year level.

Inventories were CHF 5.2 million higher in the year under review than their prior-year level, owing primarily to the acquisition of subsidiaries. See also Note 31.

Zeochem invested in various expansion projects for increasing efficiency at its Rüti ZH (Switzerland) and Louisville (USA) operating sites in the reporting year. Perlen Packaging invested primarily in increasing manufacturing capacities and enhancing production efficiencies at its Perlen (Switzerland) and Müllheim (Germany) sites.

The carrying value of tangible fixed assets includes land use rights of CHF 1.6 million (prior year: CHF 1.8 million).

‘Deferred tax assets’ considers the impact in tax terms of valuation differences between the values stated on the consolidated balance sheet and the corresponding values applicable under fiscal law.

‘Non-interest-bearing receivables’ includes among other things the non-current portion of the remaining receivable from Canton Zurich for the sale of the former production site in Uetikon am See (Switzerland) which the canton has retained as security in respect of the portion of the costs of cleaning up the adjacent bed of Lake Zurich to be borne by CPH Group. This remaining receivable is reduced by the expenditure on the lake bed clean-up to be borne by CPH Group, charged to the established provisions and paid by Canton Zurich (see also Note 12, Other receivables, and Note 20, Provisions).

‘Additions’ consist primarily of investments in software systems used in business operations.

Goodwill deriving from acquisitions is offset directly against retained earnings in shareholders’ equity (see also Note 24, Retained earnings).

Current financial liabilities include bank loans mainly in CHF and ILS at interest rates between 1.0 % and 7.0 %. Long-term financial liabilities include bank loans mainly in ILS and INR at interest rates between 2.6 % and 9.8 %.

In the reporting year, trade payables decreased slightly by CHF 0.4 million.

In the reporting year, other current payables increased by CHF 2.1 million from their prior-year level (see also Note 25, Employee pension provision).

Environmental provisions relate to the environmental protection measures required at former Zeochem production sites. These include the lake bed clean-up in Uetikon am See (Switzerland), the former production site in Full-Reuenthal (Switzerland) and obligations associated with various waste disposal sites. The lake bed clean-up began in 2022 and should be completed in three to five years. It is being conducted in close collaboration with the Canton Zurich Building Department, which has the project lead, with CPH Group represented in the project steering group. 80 % of the costs of the clean-up are being borne by CPH Group and 20 % thereof by Canton Zurich. The work is being financed with the funds generated by the sale of the Uetikon site to Canton Zurich in 2016. The costs involved are not cash-relevant, and reduce both the provisions effected for the work and the remaining receivable from Canton Zurich (see also Note 12, Other receivables and Note 15, Financial assets).

The provisions for major repairs related to the renovation work needed on the weir in Perlen (Switzerland) under the concession requirements of Canton Lucerne and concerned the Paper Division, which was spun-off effective 25 June 2024. See also Note 32.

For the provisions for deferred income taxes, please see Note 8, Income taxes. Other provisions include provisions for claims connected with customer complaints.

The provision amounts were reviewed as at the balance sheet date and adjusted in line with the latest estimates and assessments. New findings on the scope and the costs of the actions needed – in the light of the requirements of the authorities, work progress to date and inflation-based increases in construction costs – entailed an increase in the provision amounts (see also Note 7, Non-operating result).

The share capital of CHF 0.9 million consists of 6 000 000 registered shares of CHF 0.15 nominal value. Share capital was reduced by CHF 0.3 million from its previous CHF 1.2 million (and the shares’ nominal value by CHF 0.05 from the previous CHF 0.20 per share) with the spin-off of the Paper Division effective 25 June 2024.

A total of 4 500 (prior year: 7 390) treasury shares were purchased in the reporting year at an average purchase price of CHF 70.63 (prior year: CHF 67.88) per share. No treasury shares were sold in the year under review (prior year: 129 at an average sale price of CHF 83.40. A total of 5 736 (prior year: 5 891) shares with a vesting period of three years (with no further performance, profit or other vesting conditions) were definitively awarded in the form of share-based remuneration in the year under review. The resulting personnel expense at a share price on assignment of CHF 64.44 (prior year: CHF 84.73) per share amounted to CHF 0.4 million (prior year: CHF 0.5 million).

The non-distributable retained earnings of CPH Group amounted to CHF 10.7 million at the end of the reporting year (prior year: CHF 9.9 million).

Goodwill arising from acquisitions is offset against retained earnings in shareholders’ equity at the time of the acquisition. The impact of a theoretical capitalization of goodwill on the consolidated balance sheet and income statement, applying a five-year useful life, is shown below:

CPH Group has various pension plans in place, which are each aligned to local conditions and requirements in the countries concerned. The table below gives an overview of their funding surpluses and funding deficits and the economic shares attributable to the employer:

‘Pension plans with surplus’ refers to the CPH Group Pension Scheme, which is domiciled in Root (Switzerland) and to which are also affiliated the Perlen Industrieholding AG and UBV Holding AG corporate groups originating also from the former Uetikon chemicals factory. This is a legally autonomous foundation with a board of trustees on which employer and employees are equally represented. The CPH Group Pension Scheme meets the occupational pension provision needs of CPH Group’s Swiss-based companies under its own responsibility on a defined-contributions basis. Benefits are determined on the basis of each member’s accumulated individual retirement savings. They therefore depend on the savings contributions made, any vested benefits paid in and any further buy-in amounts, in each case including interest. The scheme is funded by statutorily prescribed employer’s and employees’ contributions. The existence of any funding surplus or deficit is determined on the basis of the scheme’s annual financial statements (after deduction of fluctuation reserves), which are compiled in accordance with Swiss GAAP FER 26. At the end of the reporting year, the scheme showed a funding surplus of CHF 13.9 million (prior year CHF 10.3 million). Any such funding surplus is available in full to the scheme’s beneficiaries, which is why no economic share is capitalized.

The ‘Patronage fund’ refers to the CPH Group Assistance Fund, which is domiciled in Buchrain (Switzerland). This is provided for all Swiss-based employees, and also has affiliated to it the Perlen Industrieholding AG and UBV Holding AG corporate groups originating also from the former Uetikon chemicals factory, though the fund maintains separate funding surplus/deficit accounts for each of these groups. The fund provides both regular occupational pension benefits and financial assistance for employees and their families in hardship situations. The fund can also be used to finance the employer’s contributions to the occupational pension schemes of CPH Group’s Swiss-based companies. The existence of any funding surplus or deficit is determined on the basis of the fund’s annual financial statements (after deduction of fluctuation reserves), which are compiled in accordance with Swiss GAAP FER 26. At the end of the reporting year, the scheme showed a funding surplus attributable to CPH Group of CHF 6.5 million (prior year: CHF 6.0 million). This surplus is available in full to the employer, which is why the corresponding amount is capitalized as an economic share under financial assets.

‘Pension plans with deficit’ includes a defined-benefits pension plan in the USA which had been frozen since the end of 2015 and was liquidated in the previous year. The liquidation gain of CHF 1.1 million resulted in a corresponding reduction in occupational pension expense in the previous year.

‘Pension plans without surplus/deficit’ includes a defined-contributions 401(k) pension plan in the USA and other non-significant pension plans in other countries. Such plans have neither a funding surplus nor a funding deficit, so no economic shares are recognized on the balance sheet.

CPH Group had accumulated an employer contribution reserve in previous years. This developed as follows in the reporting year:

The open currency hedging contracts are hedges on future cash flows, primarily in EUR and USD. No derivative financial instruments held to hedge balance sheet items or for trading purposes are recognized.

The non-capitalized operating lease liabilities relate primarily to premises rentals and vehicles.

As in the prior year, there were no off-balance-sheet sureties or guarantee obligations towards third parties at the end of the year under review.

The following transactions were effected for products sold and services rendered with related companies of CPH Group and members of its Board of Directors or Group Executive Board:

The total of transactions with related parties was higher for the previous year as a result of non-recurring costs incurred in the preparation and execution of the spin-off of the Paper Division.

As in the prior year, no loans or credits were granted to related parties in the year under review.

On 5 February 2025, Perlen Packaging AG acquired 100 % of the shares of LOG Plastic Products Company Limited, a company domiciled in Ashdot Ya’acov Ichud, Israel, with a subsidiary named Log Plasticon Zrt. domiciled in Tököl, Hungary. The company primarily produces packaging solutions with high barrier properties against oxygen and water vapor for the safe storage of liquid and solid pharmaceuticals in the pharmaceutical and medical industries. The table below shows the market value of the assets and liabilities acquired at the time of purchase:

The CHF 4.4 million difference between the acquired net assets of CHF 15.7 million and the acquisition cost of CHF 20.1 million was taken to shareholders’ equity in the form of goodwill. After deduction of also-acquired cash and cash equivalents of CHF 0.9 million, the resulting net cash flow for the acquisition of subsidiaries amounted to CHF 19.2 million. The consolidated income statement for the reporting year includes net sales from acquired subsidiaries of CHF 22.7 million. Net sales for the reporting year up to the date of acquisition amounted to CHF 1.8 million.

On 15 July 2025, Zeochem AG acquired all material assets of SiliCycle, a company domiciled in Quebec, Canada, including 100 % of the shares in SiliCycle SAS, Paris, France, and 55 % of the shares in SiliCycle Associate Hong Kong Ltd, Hong Kong, China, which in turn holds 100 % of the shares in SiliCycle (Shanghai) Science and Technology Development Co. Ltd., Shanghai, China. With the acquisition of the assets of SiliCycle, Zeochem is expanding its product portfolio in the area of derivatized chromatography gels. The table below shows the market value of the assets and liabilities acquired at the time of purchase:

The CHF 0.2 million difference between the acquired net assets of CHF 14.2 million and the acquisition cost of CHF 14.4 million was taken to shareholders’ equity in the form of goodwill. After deduction of also-acquired cash and cash equivalents of CHF 0.6 million, the resulting net cash flow for the acquisition of subsidiaries amounted to CHF 13.8 million. The consolidated income statement for the reporting year includes net sales from acquired subsidiaries of CHF 3.9 million. Net sales for the reporting year up to the date of acquisition amounted to CHF 6.9 million.

Zeochem AG acquired 100 % of the shares of Sorbchem India Private Limited, a company domiciled in Vadodara (India) into which had been assimilated the activities of the former Sorbead India and Swambe Chemicals, on 29 April 2024. Sorbchem India sells and distributes molecular sieves and packaging materials and manufactures chromatography gels for use in the packaging and the pharmaceutical sectors. The table below shows the market value of the assets and liabilities acquired at the time of purchase:

The CHF 19.9 million difference between the acquired net assets of CHF 13.3 million and the acquisition cost of CHF 33.2 million was taken to shareholders’ equity in the form of goodwill. After deduction of also-acquired cash and cash equivalents of CHF 0.2 million and a not-yet-paid purchase price liability of CHF 0.2 million, the resulting net cash flow for the acquisition of subsidiaries amounted to CHF 32.8 million. The consolidated income statement for the reporting year includes net sales from acquired subsidiaries of CHF 6.2 million from the previous year. Net sales for the previous year up to the date of acquisition amounted to CHF 3.5 million.

The company’s shareholders resolved at the Extraordinary General Meeting of 20 June 2024 to create two separate companies: CPH Group AG (the former CPH Chemie + Papier Holding AG) and Perlen Industrieholding AG. The separation was effected by spinning off the paper business by means of a capital reduction and the distribution of a dividend-in-kind under which, effective 25 June 2024, every CPH Group AG shareholder was awarded one registered share of Perlen Industrieholding AG for every CPH Group AG share held.

As a result of the spin-off, the following companies left the scope of consolidation of the CPH Group:

The net sales and earnings of the spun-off Paper Division up until its spin-off with effect from 25 June 2024 are shown in Note 1, Segment information.

The following table shows the carrying values of the assets and liabilities of the spun-off entity:

With total net assets derecognized of CHF 211.9 million plus goodwill recycled from equity and cumulative currency translation differences of CHF 20.9 million on the one hand and the CHF 210.5 million net market value of the capital reduction/distribution-in-kind on the other, a difference resulted of CHF 22.3 million. This amount was taken to the consolidated income statement as non-cash result from the spin-off activity.

No events occurred between the balance sheet date and 9 February 2026, the date of the approval and release for publication of these consolidated financial statements by the Board of Directors, which would require adjustments to the company’s assets, equity and liabilities or would need to be disclosed here. These consolidated financial statements are also subject to the approval of the Annual General Meeting of 17 March 2026.