Autoneum Holding Ltd was incorporated on December 2, 2010 as a Swiss corporation domiciled in Winterthur. The Company does not have any employees.

The financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

Loans granted in foreign currencies are translated at the rate at the balance sheet date, whereby unrealized losses are recorded but unrealized gains are not recognized. In the case where the currency effect of loans is hedged, both unrealized losses and gains are recognized.

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a sale, the gain or loss is recognized in the income statement as financial income or financial expenses.

Borrowings are recognized in the balance sheet at nominal value. The issue costs for the bonds and for finance agreements are recognized as accrued income and deferred expenses due from third parties and amortized on a straight-line basis over the maturity period.

Investments are valued using the single-item approach.

There are no extraordinary expenses in 2024 and 2023.

The subsidiaries, associated companies and non-consolidated investments are listed in note 16. They are owned directly or indirectly by Autoneum Holding Ltd.

Investments in non-consolidated companies of CHF 22.7 million (December 31, 2023: CHF 22.2 million) are valued at quoted market value on December 31, 2024.

On December 31, 2024 loans due to related parties comprise a loan of CHF 5.0 million (December 31, 2023: CHF 5.0 million) that was granted by the pension fund of an Autoneum Group entity to the Company. The loan bears an interest rate of 1.0% (December 31, 2023: 1.8%) and is due within six days upon cancellation of the agreement by either the lender or the borrower.

On December 8, 2017 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 100.0 million, which is listed on the SIX Swiss Exchange (AUT17, ISIN: CH0373476032). The bond carries a coupon rate of 1.125% and has a term of eight years with a final maturity on December 8, 2025. On December 31, 2024 the market value of the bond was CHF 99.0 million (December 31, 2023: CHF 98.5 million).

On July 4, 2016 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 75.0 million, which was listed on the SIX Swiss Exchange (AUH16, ISIN: CH0326213904). The bond carried a coupon rate of 1.125% and had a term of seven years, which was repaid at the final maturity date on July 4, 2023.

Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of CHF 350.0 million,whereof CHF 131.3 million was drawn at year-end (December 31, 2023: CHF 222.8 million). The line of credit may partly be used as a guarantee facility. On October 26, 2023 the long-term credit agreement was amended, among other things, with regards to the final maturity date that was extended from October 31, 2027 to October 29, 2028. On November 6, 2024 the long-term credit agreement was amended with regards to the final maturity date that was extended from October 29, 2028 to October 29, 2029. The interest rate is based on the SARON rate plus an applicable margin, which is determined based on the ratio of net debt to EBITDA. An adjusted ratio of net debt to EBITDA represents the customary financial covenant of that agreement. The covenant is tested on a half-yearly basis on June 30 and December 31. The loan becomes repayable on demand if the ratio exceeds the agreed threshold at any testing date. Autoneum complied with the covenant in the financial years 2024 and 2023. On July 4, 2016 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 75.0 million, which was listed on the SIX Swiss Exchange (AUH16, ISIN: CH0326213904). The bond carried a coupon rate of 1.125% and had a term of seven years, which was repaid at the final maturity date on July 4, 2023.

On January 31, 2023 Autoneum Holding Ltd signed an additional bridge facility agreement with UBS and Credit Suisse in the amount of CHF 150.0 million, initially drawn on March 31, 2023 and with final maturity date on January 31, 2024. At December 31, 2023 the full amount of the bridge facility agreement was repaid.

The share capital amounts to CHF 292 022.65. It is divided into 5 840 453 fully paid-up registered shares with a par value of CHF 0.05 each.

For issuing convertible bonds, warranty bonds and for granting shareholder options, the share capital can be increased by a maximum of 700 000 fully paid-up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 35 000. Furthermore, for the issuance of shares to employees of subsidiaries, the share capital can be increased by a maximum of 250 000 fully paid-up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 12 500.

These reserves include an amount of CHF 101.2 million (December 31, 2023: CHF 101.2 million) whose distribution as dividends is not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The Swiss Federal Tax Administration (SFTA) has not yet finally confirmed the increase portion (CHF 101.0 million) from capital contributions as a capital contribution as per Article 5(1bis) Withholding Tax Act. The remaining part of the legal capital reserve does not benefit from the Swiss capital contribution principle.

The following transactions with treasury shares were performed during the financial year:

Autoneum Holding Ltd has guaranteed CHF 17.7 million (December 31, 2023: CHF 17.1 million) to financial institutions for granting credit facilities to direct and indirect subsidiaries and CHF 32.1 million (December 31, 2023: CHF 30.2 million) to other third parties for securing transactions they entered into with direct and indirect subsidiaries and other third parties. No financing commitment was given in favor of a subsidiary in either 2024 or 2023.

Part of the remuneration of the Board of Directors is paid in shares of Autoneum Holding Ltd. In 2024, 5 029 shares (2023: 6 806 shares) with a total value of CHF 770 845 (2023: CHF 884 644) were allocated and 4 318 shares (2023: 5 996 shares) were transferred to the members of the Board of Directors. The remaining shares were withheld by the Company to account for the beneficiaries’ part of social security contributions and withholding taxes.

The net release of hidden reserves amounted to CHF 18.4 million in 2024 (2023: nil).

On February 28, 2025, Autoneum completed the acquisition of 70% of the shares in Jiangsu Huanyu Group (“Jiangsu Huanyu”), a leading Chinese supplier of acoustic and thermal vehicle components, which represents a strategic addition to Autoneum’s portfolio. The acquisition will be accounted for as a business combination in accordance with IFRS 3. The measurement of the acquisition-date fair values of net assets acquired, including goodwill and the non-controlling interest, is ongoing and will be finalized within the IFRS 3 measurement period. The acquisition of Jiangsu Huanyu will be reported through Business Group Asia.

At the time the financial statements were authorized for issue, neither the determination of the total purchase consideration nor the purchase price allocation for the net assets acquired, liabilities assumed and the fair value of the non-controlling interest for Jiangsu Huanyu have been finalized. The provisionally determined fair values of the assets acquired and liabilities assumed of Jiangsu Huanyu will be disclosed in the semi-annual financial statements as of June 30, 2025.

The fair value of the non-controlling interest in Jiangsu Huanyu will be determined during the purchase price allocation.