Annual Report 2008/09 Glattalstrasse 37 CH-8052 Zurich Tel ...ch.infranor.com/mm/GB_09_Infranor_WEB.pdf · Infranor Inter Ltd. Annual Report 2008/09 Glattalstrasse 37 CH-8052 Zurich

Annual Report 2008/09Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranorgroup.com

Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors

Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81

[email protected]

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Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71



Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81

[email protected]

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Contents

2 Key figures for the Infranor Group

3 Securities of Infranor Inter Ltd.

4 Profile

6 The Financial Year 2008/2009

10 Infranor Division

12 Cybelec Division

15 Corporate Governance

27 Financial Report of the Infranor Group

59 Financial Report of Infranor Inter Ltd.

71 Addresses

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2

Key Figures

Infranor Group Annual Report 2008/2009

Infranor Group

1,000 CHF 04/05 05/06 06/07 07/08 08/09

Sales 60,706 62,731 71,287 75,564 54,050

Change versus previous year as % – 10.5 3.3 13.6 6.0 – 28.5

Gross margin as % of sales 55.5 56.5 56,2 56.8 58.0

EBIT 1,122 4,182 4,530 5,402 – 8,371

Change versus previous year as % – 69.2 272.7 8.3 19.2 – 255.0

as % of sales 1.8 6.7 6.3 7.1 – 15.5

Net profi t/(loss) – 674 1,140 2,202 2,790 – 9,413

Change versus previous year as % – – 93.2 26.7 – 437.4

Return on sales as % – 1.8 3.1 3.7 – 17.4

RONOA (Return On Net Operating Assets) as % 3.8 15.0 15.4 17.0 – 30.0

EVA (Economic Value Added) – 737 1,429 1,119 1,101 – 9,015

Cash fl ow from operating activities 2,213 2,437 680 5,205 3,153

Change versus previous year as % – 27.0 10.1 – 72.1 665.4 – 39.4

as % of sales 3.6 3.9 1.0 6.9 5.8

Free cash fl ow 1,368 93 – 2,059 3,822 732

as % of sales 2.3 0.1 – 2.9 5.1 1.4

Total assets 41,049 41,246 47,565 48,248 40,337

Shareholders’ equity 4,150 5,380 7,728 14,033 2,813

Equity ratio (%) 10.0 13.0 16.2 29.1 7.0

Return on equity (%) – 13.8 23.9 33,6 25.6 – 111.8

Number of employees 283 269 298 299 177

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Infranor Group Annual Report 2008/2009 3

Infranor Inter Securities

Key stock fi gures

04/05 05/06 06/07 07/08 08/09

Number of bearer shares as at 30.4. 640,800 640,800 642,925 775,496 776,996

Share capital as at 30.4. million CHF 12.8 12.8 12.8 15.5 15.5

Dividend per bearer share CHF 0.00 1.00 1.50 2.00 0.00

Payout ratio % – 55.0 43.0 54.8 0.0

Consolidated EBIT per share CHF 1.75 6.53 7.05 6.97 – 10.77

Consolidated earnings per share CHF – 1.07 1.80 3.49 4.00 – 12.30

Consolidated equity per share CHF 6.48 8.40 12.02 18.09 3.62

P / E ratio – 21.7 13.8 11.3 – 2.2

Stock prices

CHF 04/05 05/06 06/07 07/08 08/09

High 50.25 42.50 52.00 51.75 45.00

Low 38.00 31.50 25.30 40.00 20.30

As at 30.4. 42.50 39.00 48.00 45.00 26.95

Market capitalisation

Million CHF 04/05 05/06 06/07 07/08 08/09

As at 30.4. 27.2 25.0 30.9 34.9 20.9

Key fi gures convertible bond

04/05 07/08 06/07 07/08 08/09

Number of bonds at year-end 876,800 876,800 868,300 338,016 332,016

Number of bonds converted

in the course of the year 20,200 0 8,500 530,284 6,000

Prices

High in % 104.50 101.50 120.00 112.00 105.00

Low in % 97.50 97.50 99.00 107.00 92.50

As at 30.4. in % 97.50 101.50 112.00 110.50 98.50

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4

Activities

Infranor, which was established in 1941, has

focused its activities on the automation of

mechanical processes in industry since 1959.

Infranor automation solutions provide quick,

precise individual movements in machines

and overall control of machinery, systems and

equipment used in industrial manufacturing,

the packaging industry, industrial handling,

the process industries for food, chemicals,

pharmaceuticals and textiles, plastic and paper

processing as well as in medical and nuclear

engineering. Thanks to a wide range of experi-

ence in many different application areas,

Infranor is also in a position to take on mar-

kets with new demands at any time. Infranor

sells automation solutions ranging from indi-

vidual components to entire systems that have

been developed and adapted in accordance

with customer requirements. In these applica-

tions, Infranor mainly uses its own servo mo-

tors, electronic systems, controllers and soft-

ware. These components drive, regulate and

control movements, coordinate multiple axes

and control entire machines.

Infranor’s target is to achieve a high level of

value creation by providing applications in for-

ward-looking niche markets that require ex-

tensive know-how, excellent engineering skills

and flexibility for product adaptations.

Core competence

Infranor’s core competence is in intelligent

mechatronics: electronic signals are converted

into controlled movements, and the inter-

action thereof is then coordinated in program-

mable systems. Infranor combines the synergies

of different engineering disciplines with this

mechatronic approach. This core competence

applies to all of the Infranor Group’s activities.

Organisation

The Infranor Group operates on the market

with two divisions – Infranor and Cybelec.

Infranor Division

The Infranor Division forms a worldwide net-

work of independent operational units that

provide customer-specific optimised industrial-

automation solutions. Each local company has

autonomous, extensive problem-solving exper-

tise in the use of individual components and

combinations thereof and for creating entire

systems. The scope of its work includes engi-

neering, the sale of Infranor products and

complementary products and service. The

Infranor Support Centre in Switzerland is

available to them for dealing with complex

problems.

Infranor development and productions units

provide sophisticated, self-developed base prod-

ucts that can be adapted to customer require-

ments. Their components can be systemat-

ically combined with other Infranor products.

With their know-how, they represent a source

of important technical support for the engin-

eering activity.

Infranor – added value with controlled motion

Infranor Group Annual Report 2008/2009 Profile

Profile

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5

Cybelec Division

The Cybelec Division is a world market leader

for the continuous automation of bending

presses based on numeric controllers. Cybelec

has acquired this position by means of a range

of products that covers all aspects of bending

presses. Cybelec is a leader in every product

category – from entry level to mid range and

the high end.

To its customers, Cybelec is a full-range provider

of everything that has to do with bending

presses, with electric drives and electronics.

For the last three years, Cybelec also provides

machine controllers for the machine-tool in-

dustry under the brand name FASTware.

Markets

The Infranor Group supplies manufacturers of

all kinds of production materials. The compa-

ny’s main sales territories are the three pri-

mary geographical markets for automation:

Europe, North America and Asia. The total vol-

ume of these markets for servo motors, ampli-

fiers, regulators, controllers and electronic sys-

tem components is several billion Swiss francs.

Strategy

Both divisions address their customers directly

and specifically via the Internet and technical

exhibitions. Synergies between the two divisions

are actively exploited.

The Infranor Division operates as an industry-

independent specialist for automation solu-

tions. Servo motors with intelligent amplifiers

and supervisory controllers from our own de-

velopment and production are the main prod-

ucts being used.

The Cybelec Division operates as an industry-

related full-range supplier that employs non-

Infranor sales channels.

–

–

–

Both divisions aim to achieve growth that is or-

ganic and also possibly through acquisitions

(should the opportunity arise). The main

focus of the Infranor Division is on increasing

its market share by means of new products

and special application solutions. As well as

increasing its share of the market, the

Cybelec Division seeks to expand inside and

outside the sheet-metal processing industry

and particularly by expanding into related

processes and new niche markets.

Financial targets

The growth strategy of the Infranor Group is

mainly oriented to increasing profits. Under

normal economic conditions, the plan is to

achieve an EBIT margin of more than 10 per

cent in the medium term. The prerequisites

for this are a profitable increase in sales, con-

scientious margin management and careful

monitoring of operating costs.

–

Infranor Group Annual Report 2008/2009 Profile

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6

Instead, Group Management started to estab-

lish a rigorous restructuring programme, which had to be reinforced two times follow-

ing the worsening of the business forecast

through the following months until March

2009. The basic goal was and still is to be prof-

itable again in the forthcoming business year

2009/10. This meant to adapt the structure to

an approximate volume size of 40 million

CHF. In 2007/08 sales were at 75.6 milion

CHF and in the year 2008/09 54.1 million

CHF. The redimensioning had mainly to be

done by focusing on core competence and

main business activities as well as by combin-

ing functions. In addition, making use of the

possibilities of government supported reduc-

tion of working hours and of salary reductions

was applied in all companies, where ever this

was feasible and possible. In addition, a

number of Group companies were eliminated

by merger or liquidation. In the reports on the

divisions, which follow hereafter, the measures

taken within the divisions are described in

more details. The new dimensions and struc-

ture of the Group called also for adaptations at

the Group Management level. The task of the

so far two CEOs, each one responsible for one

division, was, for cost reasons, concentrated on

one person, which is Dr Jean-Pierre van

Griethuysen. As from 1 June, 2009 the until

then active Chairman of the Board will have

passed his task over to the Vice-Chairman

Nicolas Eichenberger, who is also Chairman of

the main shareholder Perrot Duval. He steps in

as new Chairman and Delegate of the Board of

Directors. The total Group Management staff

will be reduced from eight to four. Steps are

being taken to concentrate the main corporate

functions as well as the logistics side of Infranor

Switzerland in Yverdon-les-Bains in the premises

of Cybelec. The offices in Coppet will be closed

by the end of July 2009.

The 2008/2009 Financial Year

Infranor Group Annual Report 2007/2008 Financial Year 2008/2009

An unexpectedly heavy downturn

In the early part of the business year it was not

obvious that Infranor would be confronted with

an exceptionally strong downturn. Group Man-

agement was very intensly occupied with the re-

alisation of the announced strategy of

expansion. Very promising acquisition negoti-

ations took place with companies, which are

operating either in the fields of the Cybelec

Division or of the Infranor Division. At the

same time, extensive talks were kept to prepare

the financing of the planned acquisitions. The

IT-Migration project was going in its conceptu-

alising phase with the evaluation of a software

system, which could be used by the whole

Infranor Group. The projects on Infranor

Branding and Infranor Website were pushed

ahead. At the beginning of the third quarter it

became apparent that industry, specifically pro-

duction equipment, had to take a much heavier

hit by an economic downturn than was ex-

pected. Infranor as the provider of automation

solutions to such industry was caught together

with its customers like passengers in a roller-

coaster car starting to slide down the hill. That

downhill ride flattened out only in the last

months of the business year.

Implementation of a restructuring programme

Sales and order intake from May to August

were almost at the level and the rhythm of the

previous year. September was especially in the

Infranor Division slightly weaker than normal,

but October made it obvious for both divisions

that most of the Infranor customers were run-

ning into serious sales problems, which had a

direct impact on the sales and order intake of

the Group companies. All above mentioned

acquisition-projects were suspended.

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7

Also the subordinated shareholder's loan of

1.0 million CHF as well as provisions of 4 mil-

lion CHF for restructuring costs strengthened

the passive side, though diminished by 3.3

million CHF less of accounts payable and 1.9

million CHF less of accruals and deferred in-

come, and 1.1 million less tax provision. Total

shareholders’ equity goes down to 2.8 million

CHF (previous year 14.0 million CHF) or 7.0

per cent (previous year 29.1 per cent). How-

ever, together with the convertible bond and

the CDO the company has an economic

equity of 37.9 per cent.

Infranor securities

Bearer shares

At the beginning of the 2008/09 financial

year, the price was 45.00 CHF. During the

course of the year it declined to a low of

20.30 CHF and finished at 26.95 CHF.

Subordinated loan

The price at the beginning of the financial

year was 110.5 per cent and at the end of the

year 98.5 per cent. Concerning the bonds,

6’000 were converted into 1’500 shares.

Board of Directors and General Assembly

During the reporting year there were no

changes in the Board of Directors. In the

current year 2009/10 Martin Bölsterli has

given his resignation as Chairman and board

member as per end of May 2009. The Vice-

Chairman Nicolas Eichenberger has been

assigned as new Chairman and Delegate of the

Board of Directors.

Financial impacts of the restructuring

The overall costs burden the income state-

ment with 5.0 million CHF. In order to save-

guard the existing bank credits, Infranor

Group came to a standstill agreement with its

major Swiss banks for the next 14 months. In

addition the major shareholder issued a subor-

dinated loan of 1 million CHF.

Comments on financial results

The total sales of 54.1 million CHF (75.6) are

composed of the Infranor Division share of 64

per cent and the Cybelec Divison share of 36

per cent, which is practically the same relation

as last year. The gross margin increased to 58.0

per cent (56.2). This helped together with re-

duced operational costs in all cost categories,

to soften the impact of the

dramatic collapse of sales to an operational

loss of 4.1 million CHF before taxes. Including

restructuring costs and the impact of an unfa-

vorable exchange rate, the net loss amounts to

9.4 million CHF.

Reduced balances in trade accounts receivable

and inventory combined with higher trade ac-

counts payable and other current liabilities

still helped to create a positive cash flow from

operating activities.

Consolidated balance sheet

In spite of a cash position increased by 3.8

million CHF and 1.4 million CHF fixed assets,

the total assets could be lowered to 40.3 mil-

lion CHF (previous year 48.3 million CHF).

This is a consequence of lowered trade ac-

counts receivable and inventories. On the

liability and equity side the overall bank loans

increased by 5.0 million CHF.


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8

Thank you

The thanks of the Board of Directors and its

Chairman go to all employees who have

worked determinedly in the Group over the

past twelve months to overcome all the hurdles

which came up in connection with this actual

economic crisis. To safeguard the overall com-

pany many of them have had to leave their

company for which they always worked with

great enthusiasm, identification and devotion.

We greatly regret that these steps had to be

taken and express our sincere hope that each

person finds a new and satisfying future in his

professional life.

Of course, our thanks also go to all other

stakeholders in and around the Infranor

Group for their understanding and helpful

cooperation.

Martin Bölsterli

Chairman of the Board

(until 31 May, 2009)


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9Infranor Group Annual Report 2008/2009 Outlook 2008/2009

Positive impact of the new structure

After the restructuring, redimensioning and

the provisions made in the balance sheet on

30 April, 2009, Infranor feels very optimistic

for the coming new business year. The estab-

lished structures will allow operations with a

relatively low level of sales to remain on the

profitable side. The potential to increase sales

remains and would immediately bring signifi-

cant cash flow and net results.

Markets still reluctant

Nevertheless the order intake is presently still

very weak. But we believe that the cautiously

positive outlook for USA and China will have

some impact on the incoming order flow.

Already sales in the average of two thirds of

2008/09 would bring the Group acceptable

profitability. The Infranor Group expects to

have at least a break-even situation at the end

of April 2010.

Stable financial situation

The economic equity will be kept at its level

with the redemption of the subordinated con-

vertible bond by a new subordinated financing

structure.

Flexible response capabilities

The new Group Management has high respect

for the present unsettled situation in the real

economy. It will watch development closely in

order to be able to take early steps to adapt to

any changes on either side. The main struc-

tures are working and there are interesting

new products ready to be used in the market,

products which bring advantages to the cus-

tomers on the technical as well as on the

economic side. Infranor is ready to react to

any trend, especially to a possible new upturn.

Nicolas Eichenberger

Chairman and Delegate

of the Board of Directors

(from 1 June, 2009)

Outlook for 2009/2010

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10Infranor Group Annual Report 2008/2009 Infranor Division

Companies where foreseeable cash drains

could not be stopped had to be removed,

except where there was a strategic importance

like the Chinese Infranor company, which is in

process of being established.

Activities

The Infranor Division consists of the classic

Infranor activities, i.e. the whole choice of

products and services of an industry-independ-

ent drive specialist. The Infranor engineering

companies and departments serve their local

markets and use the base products that are de-

veloped and manufactured within the division.

These are servo motors from Infranor-Mavilor

in Spain and servo-amplifiers and controllers

from Infranor in France. For specific needs

Infranor also offers their customers solutions

consisting of products from other sources. Out-

side the geographic markets served by Infranor

directly, the Infranor products are offered in

collaboration with representatives worldwide.

In November 2008 the management of the

division was passed over to the newly hired

CEO Rainer Isenrich. However, this was al-

ready midst in the downturn of sales and or-

ders. The new CEO was immediately involved

in establishing restructuring programmes and

was replaced by the new Group CEO Jean-

Pierre van Griethuysen on 1 June, 2009.

Infranor Division with adapted dimensionsInfranor Division had its specific guidelines to

reach the target to at least break even in the

next coming business year 2009/10. The main

focus was on reducing personnel costs in

administration by combining forces in each

country wherever possible into one company,

and by integrating smaller sales companies

into larger ones. The strength of the sales

force had to be maintained or even increased,

the product support had to be ensured, prod-

uct development was concentrated strictly on

core future products in one location per tech-

nology, and the production capacities had to

be adapted to the expected lower volume.

–

Infranor Division

Segment Report

Segment Infranor1,000 CHF 08/09 07/08

Order intake 31,829 47,935

Change versus previous year

as % – 33.6 %

Orders on hand 5,494 8,866


as % – 38.0 %

Net sales 34,680 47,743


as % – 27.4 %

EBITDA – 5,552 4,211

as % of net sales – 16.0 % 8.8 %

EBIT – 6,435 3,207

as % of net sales – 18.6 % 6.7 %

Average number

of employees 122 211

Net assets 347 8,636

Gross investments 2,504 2,242

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11Infranor Group Annual Report 2008/2009 Infranor Division

The outcome of this restructuring process can

be seen in the reduction of the number of

companies (from sixteen to nine). This in-

cludes the divestment of the American drive

manufacturer Automotion, Inc. in Ann Arbor,

MI, by selling the assets, and the closure of the

MESA activity in Berlin through a merger with

Infranor GmbH, Hanau. The reduction of per-

sonnel amounts to 89 from 211 to 122.

Sales of the Infranor Division have decreased

from 47.7 million CHF to 34.7 million CHF or

by 27.4 per cent compared to last year. As or-

der intake was even weaker, the division made

part of its sales turnover in reducing backlog

by 38 per cent over the year. The decrease was

felt in all geographic markets except USA, but

was especially strong in France, the Nether-

lands and Germany. The latter suffered

strongly under the almost non-existence of or-

ders from their main customer in the textile

machinery field.

The operating result (EBIT) with minus 6.4

million CHF includes the restructuring costs

of 4.7 million CHF of which 4.3 million CHF

are provisions for restructuring cash outflows

in 2009/10. Foreign exchange losses of 0.7

million CHF are booked after EBIT under fi-

nancial expenses.

The main marketing event for the division in

this year was the introduction of the new

motor range “XtraforsPrime” at the MOTEK

exhibition in Stuttgart in autumn 2008. This

product has some definite advantages over

the competitive market. Its introduction has

already opened several new customer doors.

Another important step in marketing was the

strengthening of the market presence by re-

stricting the brand appearance to three main

brands: Infranor, Cybelec and Infranor Group.

As a sub-brand or heritage brand Infranor-

Mavilor will be kept for the Spanish servo mo-

tors. As a consequence a single integrated web-

site for the whole Group was designed and put

online at the end of April 2009.

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12Infranor Group Annual Report 2008/2009 Cybelec Division

Cybelec Division

In the second semester 2008/09 the Cybelec

Division had to undergo a severe restructuring

programme.

Activities

The Cybelec Division is an industry-specific

full-range supplier with a leading position in

special industries. In the segment of bending

presses, Cybelec has clearly further improved

its position as the global leader for press-brake

controls during the last 12 months. The

strength of the company is the development

of leading-edge products, as well as the ability

for short-term adaptation of its product range

to new market demands from the high end

segment to the larger volume entry versions of

numerical controls. This enabled good sustain-

ability in decreasing market demand. How-

ever, being focused on a very small market

niche, which was hit strongly by the economic

downturn, where 40 – 60 per cent of drop in

sales for its customers were the rule, Cybelec

had to take strong action to react to the vol-

ume reduction during the reporting year and

the year to come.

It proved to be helpful that Cybelec had

started diversifiying into demanding digital

controls business for the machine-tool indus-

try. Although also that segment was strongly

hit by the economy drop, it still provides possi-

bilities to enlarge the order volume and to

maintain occupation of the workforce.

Segment Cybelec1,000 CHF 08/09 07/08

Order intake 15,519 26,903


as % – 42.3 %

Orders on hand 1,603 5,536


as % – 71.0 %

Net sales 19,370 27,821


as % – 30.4 %

EBITDA 72 3,679

as % of net sales 0.4 % 13.2 %

EBIT – 461 3,237

as % of net sales – 2.4 % 11.6 %

Average number

of employees 52 81

Net assets 4,248 8,975

Gross investments 254 544

Segment Report

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13Infranor Group Annual Report 2008/2009 Cybelec Division

Cybelec Division focused on core activity

As Cybelec is a very development-oriented

company, and as it has less production person-

nel because of a strong outsourcing philoso-

phy, the guidelines in the Cybelec Division for

the restructuring actions were to focus on

promising development projects to reinforce

and prolong the core business activity of press

brake and machine tool controls.

Administration and logistics had to be adapted

to the expected lower output. The personnel

reduction amounts to 29 from 81 to 52.

Financial comments

Sales of the Cybelec Division have decreased

from the previous year by 30.4 per cent down

to 19.4 million CHF. Order intake over the

year was lower than sales. Consequently, sales

of the division were strongly fed out of back-

log, which decreased by 3.9 million CHF. The

operating result (EBIT) with minus 0.5 million

CHF was affected with restructuring costs by

0.3 million CHF. This is a provision for restruc-

turing cash-out in 2009/10. Compared to the

previous year, it also includes the impact of

unfavorable foreign exchange rates of 0.5 mil-

lion CHF.

Postitive Market Outlook

In spite of the slump in business activity

Cybelec has successfully launched its new

product line for high-end press-brake controls

“VisiTouch” at the world largest show for fabri-

cating equipment EuroBlech in Hanover in

fall 2008. This introduction lays the ground

for the many new customer projects, studying

new releases of press-brake generations.

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Corporate Governance

16 Group Structure and Major Shareholders

17 Capital Structure

18 Board of Directors

22 Group Management

23 Compensations, Shareholdings and Loans

24 Shareholder's Participation

24 Changes of Control and Defense Measures

24 Auditors

25 Information Policy

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16Infranor Group Annual Report 2008/2009 Corporate Governance

the Local Caps segment of the SIX Swiss Ex-

change under security number 724910, Tele-

kurs und Swissquote: INI, Thomson Reuters:

INI.S. Based on the 2008/09 year-end price of

26.95 CHF, the market capitalisation as of

30 April, 2009, was 20.9 million CHF.

Registered office:

Infranor Inter Ltd

Glatttalstrasse 37

Postfach, CH-8052 Zurich

Tel. +41 (0)44 307 45 00

Fax +41 (0)24 447 02 71


Group Management office:

Infranor Holding SA

Rue des Uttins 27

CH-1401 Yverdon-les-Bains

Tel. +41 (0)24 447 02 70

Fax +41 (0)24 447 02 71

1.2 Key shareholders

As of 30 April, 2009, Perrot Duval Holding SA,

Geneva, which is listed on the SIX Swiss Ex-

change, held 78.1 per cent (previous year to-

gether with its investment company Bleu-In-

dim SA: 78.7 per cent) of the shares of

Infranor Inter Ltd.

The Board of Directors is unaware of any

other shareholders holding more than 3 per

cent of the share capital.

1.3 Cross-shareholdings

There are no cross-shareholdings.

1. Group structure and major shareholders

The chapter on corporate governance shows

how Infranor Inter Ltd has organised manage-

ment and control functions within the Group.

The corporate governance disclosures are fully

compliant with the SIX Swiss Exchange direc-

tives on information relating to corporate gov-

ernance.

1.1 Group structure

The Infranor Group is divided into two div-

isions. The Infranor Division operates as an

industry-independent drive specialist, particu-

larly in the general servo and drive technology

area. These products are used by manufactur-

ers of machinery and equipment in many dif-

ferent industries. The Cybelec Division is a

complete provider of electrical equipment that

has to do with bending presses, with electric

drives and electronics. The company also sup-

plies controls for the machine-tool industry

and general machine automation.

The companies are also divided into two divi-

sions from a legal standpoint. The companies

in the Infranor Division are gathered under

the subholding Infranor Holding SA in Yver-

don-les-Bains, Switzerland, and the companies

in the Cybelec Division are gathered under the

Cybelec SA headquarters in Yverdon-les-Bains,

Switzerland. As a company that is quoted on

the stock exchange, Infranor Inter AG owns

100 per cent of Infranor Holding SA and

Cybelec SA.

The rest of the information concerning direct

investments and their subsidiaries can be

found on page 34. Infranor Inter Ltd does not

have any holdings in listed companies.

Infranor Inter AG bearer shares are traded on


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In the past year, 6,000 bonds were converted

into 1,500 shares, thereby increasing the com-

pany’s share capital by 30,000 CHF (previous

year: conversion of 530,284 bonds).

Details of the change in consolidated share-

holder equity over the last three business years

can be found in the statement of changes in

equity in the Consolidated Annual Financial

Statements on page 31.

In the last four business years, the following

capital increases were recorded in the Com-

mercial Register as a result of conversion of

bonds into new shares:

Date of Cumulative New

entry in conversion total

commercial Increase from bond share

Register in CHF during capital

23.08.2004 15,000 2003/04 12,715,000

25.08.2005 101,000 2004/05 12,816,000

13.07.2007 42,500 2006/07 12,858,500

30.07.2008 2,651,420 2007/08 15,509,920

The share capital increase will be recorded in

the Commercial Register in July 2009 on the

basis of the conversions in the 2008/09 finan-

cial year of 30,000 CHF.

2.4 Shares and participation certificates

As of 30 April, 2009, Infranor Inter AG exclu-

sively had a total of 776,996 bearer shares,

each with a par value of 20 CHF, giving a total

of 15,539,920 CHF.

Of these, 11,110 are treasury shares that

Infranor Inter Ltd holds to cover an existing

option plan that is no longer maintained. The

remaining shares are not subject to any restric-

tions on voting rights.

2. Capital structure

2.1 Share capital

The capitalisation amounts to 15.5 million

CHF divided into 776,996 bearer shares with a

par value of 20 CHF. With the exception of

treasury shares, all shares issued by the com-

pany are entitled to dividend payments. The

share capital is fully paid in.

As of 30 April, 2009, the Infranor Group

owned 11,110 (previous year: 11,110) treasury

shares, which are not entitled to dividends

when paid out.

2.2 Authorised and conditional capital

At the Annual Shareholders’ Meeting of

Infranor Inter Ltd held on 31 October, 2002, a

motion was passed to raise conditional capital

of no more than 6,350,000 CHF, consisting of

no more than 317,500 bearer shares, each with

a par value of 20 CHF. According to article 5a

of the Articles of Association, the company’s

share capital may be increased through the ex-

ercise of options or conversion rights that have

been granted in connection with bonds or

loans of the company or one of its subsidiar-

ies. These shares are excluded from the share-

holders' subscription rights. As of 30 April,

2009, there was still conditional share capital

of 3,510,080 CHF after conversion of bonds.

2.3 Changes in capitalas at 30 April 2009 2008 2007

Share capital 15,539,920 15,509,920 12,858,500

Legal reserve 4,665,420 4,485,420 1,707,500

Treasury

shares 467,128 467,128 467,128

Unappropr-

iated net

result – 1,245,510 3,955,878 5,757,532

Total 19,426,958 24,418,346 20,790,660

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2.5 Profit-sharing certificates

There are no profit-sharing certificates.

2.6 Limitations on transferability and nominee registrations

There are no restrictions of any kind applic-

able to the transfer or ownership of Infranor

Inter Ltd bearer shares.

2.7 Convertible bonds and options

Convertible bonds

On 18 December, 2002, the company issued a

subordinated convertible bond of a maximum

of 12.7 million CHF, carrying a 5 per cent cou-

pon. Four bonds, each with a par value of

10 CHF, may be converted into one new

bearer share of 20 CHF between 16 June,

2003, and 11 December, 2009, or up to ten cal-

endar days prior to early redemption of the

convertible bond. The convertible bonds have

been traded over the counter at Bondpartners

SA, Lausanne, since 18 March, 2003. Share-

holders subscribed for 9.0 million CHF of the

convertible bond issue. The listing of the max-

imum of 317,500 new bearer shares on the Lo-

cal Caps segment of the SIX Swiss Exchange

was approved on 16 June, 2003. After 18 De-

cember, 2007, Infranor can redeem the bonds

early at any time, subject to 30 calendar days

notice, at the par value plus accrued interest.

Options

There are no negotiable options. The existing

option plan (no longer maintained) for the

departing chairman consists of the right to buy

options on bearer shares in Infranor Inter AG.

The options are pledged in shares from the

treasury shares. Details of this employee op-

tion plan can be found on page 42 and under

Point 21.5 on page 52.

3. Board of Directors

3.1 Members of the Board of Directors

The Board of Directors consists of two execu-

tive and two non-executive members. The two

non-executive members have never held an

executive position within the Infranor Group.

Neither do they have a significant business re-

lationship with the Group.

3.2 Other activities and vested interests

Mr Nicolas Eichenberger is the Chairman of

the Board of Directors of Perrot Duval Hol-

ding SA, Geneva. The other members of the

Board of Directors do not perform any other

activities and have no vested interests that

would be of significance for the Infranor

Group and are not mentioned in the overview

on page 66.


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Executive Members of the Board of Directors

Martin Bölsterli (1942),

citizen of Baden and Winterthur,

residing in Ennetbaden (CH)

Executive Chairman of the

Board of Directors from 1 May, 2008

to 31 May, 2009

Vice-President and Delegate of the

Board of Directors from 1 May, 1998

until 30 April, 2008

Member of the Board of directors

since 1991

Resigned as of 31 May, 2009

Martin Bölsterli graduated in mechanical engineering from ETH and

has an extensive knowledge of business administration. During

the course of his career prior to joining Infranor, he held senior man-

agement positions at large mechanical engineering companies in

Switzerland and abroad, namely Maag Zahnräder AG, Bühler-Uzwil

and Heberlein. He is also a member of the board of directors in

other, unlisted companies.

Francesc Cruellas (1947),

Spanish citizen, residing

in Tiana (Barcelona/E)

Member since 1987

Elected until 30 April 2011

Francesc Cruellas studied mechanical engineering at the Technical

University of Catalonia (Barcelona). He was already employed by

Mavilor Motors SA (E) before the company was taken over by Infranor

in 1979. He previously held a senior management position at a food

company in Spain. Francesc Cruellas sits on the board of directors

in other, unlisted companies.

Non-executive Members of the Board of Directors

Dr Richard Müller (1949),

citizen of Lenzburg, in Oberlunkhofen

(CH)

Attorney-at-law

Member since 1992


Richard Müller is a graduate of the University of Zurich with a PhD

in law. He worked as an attorney-at-law in Zurich from 1987 until

he moved to Zug in 1994. He is a member of the board of directors

of several unlisted companies. He was previously a legal adviser

to banks and industrial enterprises.

Nicolas Eichenberger (1958),

citizen of Geneva and Trub, residing

in Mies (CH)

Chairman and Delegate of the Board

of Directors since 1 June, 2009

Vice President since 1 May, 2008

Chairman of the Board of Directors

from May 1, 1999 until 30 April, 2008

Member of the Board of Directors

since 1992


Nicolas Eichenberger trained in law and holds a chemistry

degree (lic.chem.). Between 1992 and 1998, he was Chief Executive

Officer of Infranor Inter AG. Since 1989, he has also worked

for other Perrot Duval Group companies. He was previously em-

ployed by Sapal in Lausanne. Nicolas Eichenberger is Chief

Executive Officer of Perrot Duval Holding SA and since 1 May, 2008

he is Chairman of the board of directors. He is a member of the

board of directors in other, unlisted companies.

François Jaquier (1962),

citizen of Villars-le-Comte (CH),

in Monaco (MC)

Independent investment adviser

Member since 2001


François Jaquier graduated in law from the University of Lausanne.

He worked for Credit Suisse Group as head of its San Francisco

office for four years and in Monaco for a further four years. He has

been an independent investment adviser since 2001. He sits on

the board of directors at other, unlisted companies.

Honorary Chairman

Maurice Eichenberger (1922),

citizen of Geneva and Trub (CH),

residing in Monaco (MC)

Maurice Eichenberger was Chairman of the Board of Perrot Duval

Holding SA until 1990 and until 1992 board member of Infranor Inter

AG. In 1992 he has been appointed Honorary Chairman of

Infranor Inter AG.

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The Compensation Committee of the Board of

Directors consists of Richard Müller and

François Jaquier. Up to 31 May, 2009, Martin

Bölsterli was also a member of the Committee.

The Compensation Committee makes sugges-

tions concerning the compensation paid to

the Executive Members of the Board of Direc-

tors, Group Management, and the General

Managers of the Group companies on behalf

of the Board as a whole, which approves them.

The Compensation Committee had two half-

day meetings during the 2008/09 financial

year.

The Audit Committee of the Board of Direc-

tors consisted of Martin Bölsterli and Nicolas

Eichenberger during 2008/09 and held five

half-day meetings during 2008/09. Together

with the CFO, this committee checks all of the

relevant facts concerning financial planning,

finance controlling, adherence to laws and leg-

islation and monitors the Group-wide internal

control systems (ICS) on behalf of the Board

of Directors as a whole. The committee also

carries out an audit meeting with the Group

auditor and discusses his suggestions for im-

provements. Due to the resignation of Martin

Bölsterli, the Board of Directors decided dur-

ing its meeting of 9 July, 2009, to dissolve the

Audit Committee and to transfer its duties and

responsabilities back to the Board of Directors.

3.6 Powers and responsibilities

The responsibility for everyday business is

delegated to the CEO, who is responsible for

the organisation of Group Management and

the divisions.

3.3 Cross-involvement

Mr Nicolas Eichenberger is Chairman of the

Board of Directors of Perrot Duval Holding

SA, Geneva. There is no other cross-involve-

ment among the boards of directors of listed

companies.

3.4 Elections and terms of office

The Annual Shareholders’ Meeting elects the

Members of the Board of Directors for a term

of three years. The term of office is the rele-

vant financial year (May to April). Members

may be re-elected. All Members of the Board

of Directors are elected until the end of the

2010/11 financial year. There are no limita-

tions to the term of office. Martin Bölsterli

resigned as Chairman and from the Board of

Directors as of 1 June, 2009.

3.5 Internal organisation structure and committees

The Board of Directors constitutes itself from

its own Members and elects the Chairman, the

Vice Chairman and the Secretary, who does

not have to be a member of the Board of Dir-

ectors. Mr Martin Bölsterli resigned as Execu-

tive Chairman and Member of the Board as of

31 May, 2009. The Board elected Mr Nicolas

Eichenberger as new Executive Chairman as of

1 June, 2009.

The Board of Directors is responsible for de-

fining the Group’s strategy. It also checks the

company’s basic plans and targets and also

identifies external risks and opportunities.

The Board of Directors has a quorum if at

least half of its Members are present. It passes

its resolutions with the majority of the votes

cast. In the event of a tied vote, the Chairman

has the casting vote. During the 2008/09 busi-

ness year, the Board of Directors had five one-

day meetings.


1201.indd 201201.indd 20 17.07.2009 17:02:1617.07.2009 17:02:16


the Group auditor as well as the local auditors

is evaluated by the CEO and the CFO on be-

half of the Audit Committee.

A comprehensive central internal control sys-

tem (ICS) with an internet-based multilingual

software program support has been imple-

mented by the group as of the beginning of

last year. However, due to the fact that in the

second semester the focus of the management

was to restructure the group and to adapt the

size of group to the actual business volume,

the ICS could not be adapted simultaneously.

As a consequence, the local companies hadn't

followed the foreseen ICS procedures as ex-

pected. In the meantime, the system has been

adjusted to the new processes and the struc-

tures as well as the responsiblities have be real-

located among the remaining staff, in order to

be able to comply fully with the internal guide-

lines and with Swiss law. The group manage-

ment reports quarterly to the Board of Direc-

tors, which reviews the ICS concept at yearly

intervals with regard to identifying, evaluating

and remedying risks associated with business

activities and adapts it to new requirements as

necessary.

The detailed competencies and responsibil-

ities of the Board of Directors and the regula-

tion of powers and responsibilities between the

Board of Directors and Group Management

are recorded in the bylaws, which were revised

per 1 January, 2009. These can be inspected at

the company headquarters.

3.7 Information and control instruments relat-ing to Group Management

Group Management notifies the Board of Dir-

ectors about business affairs on a regular basis.

The management reporting on behalf of the

Board of Directors consists of monthly reports

about sales, incoming orders and the volume

of outstanding orders of all Group units in a

consolidated report. At quarterly intervals the

Board of Directors receives the units’ quarterly

accounts and the consolidated Group ac-

counts (income statement, balance sheet and

cash flow, overview of key figures and changes

to these figures). These quarterly reports con-

tain a rolling forecast including values from

the previous year and budgeted values. Signifi-

cant items are always reported immediately. Fi-

nancial reporting is a fixed constituent of the

meetings of the Board of Directors. Deviations

are discussed and measures may be initiated as

a result.

As well as the statutory auditors, the CFO or

Group Controller works on behalf of the

Board of Directors to check for adherence to

Group guidelines and regulations, and the

suitability of the control instruments and the

procedures within individual Group compa-

nies. Every year, the Group auditor defines the

main risk-related auditing items. The work of

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Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH)

Chairman and Delegate since1 June, 2009

Personal details on page 19.

Dr Jean-Pierre van Griethuysen

(1956), citizen of Sonvilier (BE), residingin St-Sulpice (Switzerland)

CEO since 1 June, 2009CTO since October 2008CEO Cybelec Divisoon since 2000

Jean-Pierre van Griethuysen earned a degree in mechanical engin-eering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and completed his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies SA in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec SA he was technical manager at SIP (Société Genevoise d'Instruments de Physique) in Geneva.

Pius Bernet (1957), citizen of Egolzwil, residing in Egolzwil (CH)CFO since 2002

Pius Bernet completed basic business training in banking and holdsdegrees in business economics and accountancy. He has held senior financial positions at Mövenpick and Swissair Group and served as CFO at Schweiter, Motorola Schweiz and most recently at the EMEA/ ASIA division of K-Tron International (USA). He sits on the board of directors of one unlisted company.

Martin Bölsterli (1942),

citizen of Baden and Winterthur,

residing in Ennetbaden (CH)

Executive Chairman of the

Board of Directors since 1 May, 2008

Vice-President of the Board of

Directors and CEO from 1 May, 1998

until 30 April, 2008

Elected until 30 April, 2011

Resigned as of 31 May, 2009

Personal details on page 19.

Rainer Isenrich (1960),citizen of Wuppenau (TG)residing in Muttenz (CH),

CEO Infranor Division from November 2008 untilMay 2009

Rainer Isenrich has a degree in electronic engineer from ETH, and a Master of Science in CIM ans MIS from Georgia Institute of Technol-ogy, Atlanta, USA. He worked for Georg Fischer AG for 15 years, more recently as Head of the Segment Automaton. Before joining Infranor, he was CEO of Multi-Contact AG, Allschwil, for three years. Due to the downsizing of the Group, Mr Isenrich stepped back as CEO Infranor Division in May 2009.

Francesc Cruellas (1949)Senior Vice-President of Motors and Mechanical Components from 1987 until October 2008

Personal details on page 19.Francesc Cruellas was replaced in the Group Management byRainer Isenrich in November 2008.

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4. Group Management

4.1 Members of Group Management


1201.indd 221201.indd 22 17.07.2009 17:02:1617.07.2009 17:02:16


services provided by Martin Bölsterli as the

Delegate and Chairman of the Board of Dir-

ectors of the Infranor Group and associated

administrative work. Services that were

charged for during 2008/09 amounted to a

total of 548,300 CHF (previous year: 537,940

CHF).

5. Compensation, shareholdings and loans

5.1 Content and method of determining compensation

The Board of Directors makes decisions about

compensation given to the Board of Directors

and Group Management on an annual basis in

accordance with the recommendations of the

Compensation Committee of the Board of Dir-

ectors (see also general explanations concern-

ing the Compensation Committee on page

20). The compensation of the non-executive

Members of the Board of Directors comprises

a fixed fee and a fixed flat-rate expense allow-

ance. The compensation of the executive

Members of the Board of Directors is included

in the compensation they receive as Members

of Group Management. Compensation paid to

executive Members of the Board of Directors

and other Members of Group Management is

based on a fixed component and a variable

performance-related component. The variable

component of the overall payments is primar-

ily oriented towards Group profits before tax

as well as partially on previously defined indi-

vidual performance targets. All remuneration

is paid in cash. The option plan for Martin

Bölsterli expired on 30 April, 2007, and was

not renewed.

4.2 Other activities and vested interests

The Members of Group Management do not

carry out any activities other than those men-

tioned in the overview and have no vested

interests that would be of significance for the

Infranor Group.

4.3 Management contracts

The two Group companies ISA Management

SA and Infranor Holding SA had a manage-

ment contract in place with Perrot Duval

Management SA, Coppet until the end of

April 2009. As of 1 May, 2009, a new manage-

ment contract was agreed between Infranor

Inter Ltd and Perrot Duval Management SA.

The core element of these management con-

tracts was the compensation for the services

provided by Nicolas Eichenberger as an execu-

tive member of the Board of Directors, as well

as for advisory work performed by other Mem-

bers of the Board of Directors of Perrot Duval

Holding SA. Perrot Duval Management SA

charged 448,666 CHF for management ser-

vices in the reporting year (previous year:

498,500 CHF). On the other hand, the same

company was billed for services by ISA Man-

agement SA in the amount of 39,000 CHF

(previous year: CHF 33,500). These manage-

ment contracts were agreed to at typical mar-

ket conditions according to a time and materi-

als basis for an indeterminate period.

However, the contracts can be terminated at

annual intervals.

The company 'Martin Bölsterli, dipl. Ing ETH',

located in Zug, had a management contract

with Infranor Holding SA, Yverdon-les-Bains,

formerly ISA Management SA, Coppet until

30 June, 2009. The core element of this man-

agement contract is the compensation for the

1201.indd 231201.indd 23 17.07.2009 17:02:1617.07.2009 17:02:16


5.2 Compensation paid to Members of the Board of Directors and Group Management

This information is shown in the Appendix to

the Financial Statements of Infranor Inter AG

on page 66 in accordance with article 663b bis.

Swiss Code of Obligations.

6. Shareholders participation

6.1 Restrictions on voting rights and voting by proxy

The company’s Articles of Association do not

contain any restrictions applicable to voting

rights or restrictions with regards to voting by

proxy.

6.2 Statutory quorums

The quorums stipulated in the Articles of As-

sociation for resolutions carried at the Annual

Shareholders’ Meeting are in line with legal

quorums (article 703 et seq. Swiss Code of Ob-

ligations).

6.3 Convocation of the Annual Shareholders Meeting and placing items on the agenda

The Annual Shareholders’ Meeting is called by

the Board of Directors or by the governing

bodies and persons designated by law in ac-

cordance with legal and statutory require-

ments. One or more shareholders who to-

gether represent at least 10 per cent of the

share capital may request that a Shareholders’

Meeting be called or an item be placed on the

agenda. In addition, shareholders whose

shares represent a par value of 1.0 million

CHF may also request that an item be added

to the agenda.

6.4 Entry in the share register

Since only bearer shares have been issued,

there is no share register.

7. Changes of control and defence measures

7.1 Obligation to submit an offer

A party acquiring shares in the company is not

obliged to submit a public purchase offer (opt-

ing out) pursuant to articles 32 and 52 of the

Federal Act on Stock Exchanges and Securities

Trading (article 6a, Articles of Association).

7.2 Change of control clauses

There are no clauses on changes of control

benefiting the Board of Directors, Group

Management and other key personnel.

8. Auditors

8.1 Duration of the audit mandate and dur-ation of the appointment of the lead auditor

Deloitte AG, Zurich, has been the Infranor

Group’s auditor since 2003/04; Martin Welser

as lead auditor, was responsible for the man-

date for the first time for the 2007/08 finan-

cial year.

The auditor for Infranor Inter AG was also

Deloitte AG, Zurich, for the first time in

2007/08. Martin Welser is also the lead auditor

since the 2007/08 financial year.

The auditor is chosen for a period of one year

in each case.


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8.2 Auditing fees

The worldwide auditing fees of Group auditor

Deloitte AG were 209,928 CHF (previous year:

207,124 CHF) for the 2008/09 financial year.

The remaining foreign audit companies

charged 130,572 CHF (previous year:

90,038 CHF).

8.3 Additional fees

No additional fees were paid to the Group

auditor Deloitte AG in 2008/09 (none in the

previous year).

8.4 Supervisory and control instruments pertaining to the audit

The Audit Committee is responsible for evalu-

ating the external audit. The committee draws

up an audit report on behalf of the Board of

Directors. At least one meeting between the

external auditor and the Audit Committee

takes place at annual intervals. The main find-

ings for each company (management letters)

and the consolidated statement, which are

summarised in the audit report, are discussed

in depth at these meetings. The auditor also

shows the checking that has been carried out

(audit, review) for each company and the cur-

rent developments in the IFRS (International

Financial Reporting Standards), and the ef-

fects thereof on the consolidated financial

statements of the Infranor Group.

9. Information policy

We provide shareholders, financial analysts

and financial journalists with clear and trans-

parent information by means of our Annual

Report and half-year report as well as person-

ally at the Annual Shareholders Meeting.

Media and shareholders known to the com-

pany are directly provided with figures and

comments every quarter. Orientation to cur-

rent events takes place using media informa-

tion. The Infranor website (www.infranor-

group.com) contains a special section called

“For Investors”.

Infranor Inter Ltd reports on events that may

affect the share price in accordance with arti-

cle 72 of the Listing Rules of the SIX Swiss Ex-

change regarding ad-hoc disclosures.

Contact

Personally available to answer questions:

Nicolas Eichenberger

Chairman of the Board of Directors

Tel. +41 (0)24 447 02 80

[email protected]

Key dates

10 September, 2009

2008/09 Annual Shareholders Meeting

15 December, 2009

Half-yearly report 2008/09

16 July, 2010

2009/10 results

9 September, 2010

2009/10 Annual Shareholders Meeting

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1179.indd 261179.indd 26 17.07.2009 17:04:2117.07.2009 17:04:21

Infranor Group Financial Report

28 Consolidated Balance Sheet

29 Consolidated Income Statement

30 Consolidated Cash Flow Statement

31 Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

32 Segment Report

33 Other Disclosures

56 Report of the Statutory Auditor

1179.indd 271179.indd 27 17.07.2009 17:04:2117.07.2009 17:04:21

28Infranor Group Financial Report 2008/2009

Consolidated Balance Sheets

1,000 CHF Note 30.04.09 % 30.04.08 %

Assets

Current assets

Cash 4 7,552 18.7 3,817 7.9

Other fi nancial assets (current) 4 28 0.1 69 0.2

Trade accounts receivable 5 8,902 22.1 18,013 37.3

Other receivables 6 961 2.4 1,480 3.1

Inventories 7 9,912 24.6 13,650 28.3

Prepaid expenses and other assets 1,035 2.6 687 1.4

Total current assets 28,390 70.4 37,716 78.2

Non-current assets

Financial assets (non-current) 33 0.1 21 0.0

Property, plant and equipment 8 6,584 16.3 6,283 13.0

Intangible assets 9 2,921 7.2 2,505 5.2

Deferred tax assets 10 2,409 6.0 1,723 3.6

Total non-current assets 11,947 29.6 10,532 21.8

Total assets 40,337 100.0 48,248 100.0

Liabilities

Current liabilities

Current fi nancial liabilities 11.1 10,147 25.2 5,129 10.6

Subordinated convertible bond 11.2 3,300 8.2 0 0

Trade accounts payable 12 3,789 9.4 7,080 14.7

Other current liabilities 13 1,156 2.9 920 1.9

Accruals and deferred income 14 3,179 7.9 5,121 10.6

Short-term provisions 15 5,081 12.6 1,047 2.2

Income tax due 65 0.1 1,222 2.5

Total current liabilities 26,717 66.3 20,519 42.5

Non-current liabilities

Non-current fi nancial liabilities 11.3 843 2.1 1,123 2.3

Subordinated convertible bond 2002 – 09 11.2 0 0.0 3,329 6.9

Subordinated shareholder’s loan 11.6 1,000 2.5 0 0.0

Subordinated CDO 2006 – 13 11.5 8,166 20.2 8,136 16.9

Long-term provisions 16 620 1.5 621 1.3

Deferred tax liabilities 10 178 0.4 487 1.0

Total non-current liabilities 10,807 26.7 13,696 28.4

Total liabilities 37,524 93.0 34,215 70.9

Shareholders’ equity

Share capital 18 15,539 38.5 15,509 32.1

Reserves resulting from acquisitions – 5,683 – 14.1 – 5,713 – 11.8

Retained earnings 2,679 6.6 1,418 2.9

Treasury shares – 222 – 0.6 – 222 – 0.5

Currency translation differences – 87 – 0.2 251 0.5

Profi t/(loss) for the year – 9,413 – 23.3 2,790 5.8

Total shareholders’ equity 2,813 7.0 14,033 29.1

Total liabilities and shareholders’ equity 40,337 100.0 48,248 100.0

1179.indd 281179.indd 28 17.07.2009 17:04:2117.07.2009 17:04:21


Consolidated Income Statements

1,000 CHF Note 08/09 % 07/08 %

Net sales 1, 19, 20 54,050 100.0 75,564 100.0

Material Costs of goods sold – 19,588 – 36.2 – 31,469 – 41.6

Change in inventories – 3,127 – 5.8 – 1,209 – 1.6

Gross margin 31,335 58.0 42,886 56.8

Personnel costs 21 – 23,493 – 43.5 – 25,283 – 33.5

General and administrative costs 22 – 3,082 – 5.7 – 3,390 – 4.5

Sales costs 23 – 1,856 – 3.4 – 2,183 – 2.9

Other operating expenses 24 – 10,515 – 19.5 – 5,849 – 7.7

Other operating income 25 859 1.6 791 1.0

Total operating expenses – 38,087 – 70.5 – 35,914 – 47.6

Earnings before interest, tax, depreciation

and amortisation (EBITDA) – 6,752 – 12.5 6,972 9.2

Depreciation and amortisation 26 – 1,619 – 3.0 – 1,570 – 2.1

Earnings before interest and tax (EBIT) – 8,371 – 15.5 5,402 7.1

Financial income 33 0.1 114 0.2

Financial expenses – 2,156 – 4.0 – 1,823 – 2.4

Financial result 27 – 2,123 – 3.9 – 1,709 – 2.2

Loss / profi t before taxes – 10,494 – 19.4 3,693 4.9

Taxes 10 1,081 2.0 – 903 – 1.2

Net loss / profi t – 9,413 – 17.4 2,790 3.7

Undiluted earnings per share in CHF 28 – 12.30 4.00

Diluted earnings per share in CHF 28 – 12.30 3.64

1179.indd 291179.indd 29 17.07.2009 17:04:2217.07.2009 17:04:22


Consolidated Cash Flow Statements

1,000 CHF Note 08/09 07/08

(Indirect method with cash and cash equivalents)

Cash fl ow from operating activities

Net loss / profi t before income taxes & fi nancial result (EBIT) – 8,371 5,401

Depreciation / amortisation of fi xed assets 26 1,619 1,570

Write-downs and provisions 4,728 442

Interest received 33 163

Interest paid – 1,427 – 1,705

Income taxes paid – 1,289 – 697

Cash fl ow before change in net current assets – 4,707 5,174

Change in trade accounts receivables 9,425 – 1,088

Change in inventories 3,120 1,021

Change in other current assets 207 65

Change in trade

accounts payables – 3,277 – 1,303

Change in other current liabilities – 1,615 1,336

Cash fl ow from operating activities 3,153 5,205

Cash fl ow from investing activities

Disinvestments / investments of fi nancial assets 29 1,249

Investments in property, plant and equipment – 1,446 – 1,711

Disposal of property, plant and equipment 182 29

Investments in intangible assets 9 – 1,186 – 950

Cash fl ow from investing activities – 2,421 – 1,383

Free cash fl ow 732 3,822

Cash fl ow from fi nancing activities

Increase / Decrease in current fi nancial liabilities 4,056 – 1,051

Increase / Decrease in non-current fi nancial liabilites 792 – 737

Change in leases obligations – 405 – 422

Payment of dividends – 1,529 – 948

Cash fl ow from fi nancing activities 2,914 – 3,158

Currency translation differences on cash 89 – 46

Change in cash 3,735 618

Cash at the beginning of the year 4 3,817 3,199

Cash at the end of the year 4 7,552 3,817

Change in cash 3,735 618

1179.indd 301179.indd 30 17.07.2009 17:04:2217.07.2009 17:04:22


Consolidated Statements of Changes in Equity

Defi nition of the components of equity:

The share capital is the share capital of the parent company,

Infranor Inter AG.

Reserves from acquisitions comprise the goodwill from company

acquisitions that was taken directly to equity in the past as well

as premiums from capital increases.

Retained earnings reserves comprise profi ts retained in Group

companies.

–

–

–

1,000 CHF Share Reserves Retained Treasury Currency Total

capital acquisitions earnings shares translation shareholders’

differences equity

As at 30.4.07 12,858 – 8,364 2,366 – 222 1,090 7,728

Net currency translation differences – 839 – 839

Net profi t 2,790 2,790

Total recognised income and expenses 0 0 2,790 0 – 839 1,951

Treasury shares 0 0

Increase in capital due to convertible bond 2,651 2,651 5,302

Option plan 0

Dividend – 948 – 948

Total transactions with shareholders 2,651 2,651 – 948 0 0 4,354

As at 30.4.08 15,509 – 5,713 4,208 – 222 251 14,033

Net currency translation differences – 338 – 338

Net loss – 9,413 – 9,413

Total recognised income and expenses 0 0 – 9,413 0 – 338 – 9,751

Treasury shares 0 0

Increase in capital due to convertible bond 30 30 60

Option plan 0

Dividend – 1,529 – 1,529

Total transactions with shareholders 30 30 – 1,529 0 0 – 1,469

As at 30.4.09 15,539 – 5,683 – 6,734 – 222 – 87 2,813

The item Treasury shares comprises the Infranor Inter AG shares

acquired on the market at par value. The difference between par

value and market value is charged to retained earnings.

Currency translation differences comprise all currency-translation

differences arising from the currency conversions of foreign

Group entities.

–

–

1179.indd 311179.indd 31 17.07.2009 17:04:2217.07.2009 17:04:22



1. Segment report

The Group has split its business activities between the two

segments Infranor Division and Cybelec Division. Additional

notes in this regard can be found on page 4 and 12 in the Report

section and on page 16 in the Corporate Governance section. The

segments also correspond to the legal structure and the internal

reporting structure (management approach). General Group

costs that cannot be assigned are shown separately. Transactions

between the segments are conducted at arm’s length.

1.1 Segment report by division 1,000 CHF Infranor Division Cybelec Division Others Total Group

08/09 07/08 08/09 07/08 08/09 07/08 08/09 07/08

Order intake 31,829 47,935 15,519 26,903 47,348 74,838

Change versus previous year as % – 33.6 % – 42.3 % – 36.7 % – 4.4 %

Orders on hand 5,494 8,866 1,603 5,536 7,097 14,402

Change versus previous year as % – 38.0 % – 71.0 % – 50.7 % – 7.6 %

Net sales 34,680 47,743 19,370 27,821 54,050 75,564

between divisions 259 208 451 596 – 710 – 804 0 0

Change versus previous year as % – 27.4 % – 30.4 % – 28.5 % 6.0 %

Operating expenses – 40,232 – 43,532 – 19,298 – 24,142 – 1,272 – 918 – 60,802 – 68,592

EBITDA – 5,552 4,211 72 3,679 – 1,272 – 918 – 6,752 6,972

as % of sales – 16.0 % 8.8 % 0.4 % 13.2 % – 12.5 % 9.2 %

Depreciation – 883 – 1,004 – 533 – 442 – 203 – 124 – 1,619 – 1,570

EBIT – 6,435 3,207 – 461 3,237 – 1,475 – 1,042 – 8,371 5,402

as % of sales – 18.6 % 6.7 % – 2.4 % 11.6 % – 15.5 % 7.1 %

Financial result – 2,123 – 1,709

Income taxes 1,081 – 903

Net loss / profi t – 9,413 2,790

Number of employees 122 211 52 81 3 7 177 299

EBIT / employee (1,000 CHF) – 53 15 – 9 40 – 492 – 149 – 47 18

Total assets 26,876 31,038 12,603 16,843 858 367 40,337 48,248

Total liabilities – 26,529 – 22,402 – 8,355 – 7,868 – 2,640 – 3,945 – 37,524 – 34,215

Net assets 347 8,636 4,248 8,975 – 1,782 – 3,578 2,813 14,033

Investments in property, plant and

equipment 1,447 1,869 233 389 32 150 1,712 2,408

Investments in intangible assets 1,057 373 21 155 108 422 1,186 950

Total investments 2,504 2,242 254 544 140 572 2,898 3,358

Depreciation of property

plant and equipment – 656 – 830 – 220 – 165 – 46 – 130 – 922 – 1,125

Amortisation of

intangible assets – 227 – 174 – 313 – 277 – 157 6 – 697 – 445

Total depreciation and amortisation – 883 – 1,004 – 533 – 442 – 203 – 124 – 1,619 – 1,570

1.2. Segment report by region1,000 CHF Net sales

08/09 07/08

Europe / Middle East / Africa 43,222 62,645

North and South America 5,488 6,528

Asia / Pacifi c 5,340 6,391

Total 54,050 75,564

1179.indd 321179.indd 32 17.07.2009 17:04:2317.07.2009 17:04:23


2. Consolidation principles and accounting policies

GeneralThe Group’s principal business is the automation industry. The

parent company, Infranor Inter Ltd, has its headquarters in Zurich

(Switzerland). The business activities of the Infranor Group

mainly consist of the development, production and global sales

of high-quality automation components and solutions. The Group

earns more than half of its revenue in the EU.

Registered offi ce:

Infranor Inter Ltd

Glattalstrasse 37 (since 1 Aug, 2009)

P.O. Box

CH-8052 Zurich

Tel. +41 (0) 44 307 45 00

Fax +41 (0) 24 447 02 71


Basis of preparation The fi nancial statements of the Infranor Group were prepared in

accordance with International Financial Reporting Standards

(IFRS), on the historical cost basis unless the following account-

ing policies state otherwise. In addition, the consolidated fi nan-

cial statements comply with the requirements of Swiss law.

The annual fi nancial statements are presented in Swiss francs

(1,000 CHF). However, the majority of the Group’s transactions

are conducted in euros.

Adoption of new and revised standardsThe Infranor Group has implemented all new and changed IFRS/

IAS standards and interpretations in effect during the year under

review, namely:

IFRIC 12 Service Concession Arrangements

IFRIC 14 The Limit of a Defi ned Benefi t Asset, Minimum Fund-

ing Requirements and their Interaction

The above-mentioned standards and interpretations did not have

a signifi cant impact on the Group’s consolidated fi nancial state-

ments, nor they did lead to additional disclosures. IFRS 8, Operat-

ing Segments, was already adopted in previous yearly fi nancial

statements.

At the date of authorisation of these consolidated fi nancial

statements, the following IFRS/IAS standards and interpretations

were in issue but not yet effective:

IAS 1 Financial statement presentation (revised)

(effective 1 January, 2009)

IAS 23 Borrowing costs (revised)


IFRS 2 Share-based payment (revised)


IFRS 3 Business combinations (revised)

(effective 1 July, 2009)

–

–

–

–

–

–

IAS 27 Consolidated and separate individual

statements (revised)


Improvements to IFRS 2008 and 2009

(effective 1 January, 2009, 1 July, 2009 or 1 January,

2010)

IFRIC 13 Customer Loyalty Programme


IFRIC 15 Agreements for the Construction of Real

Estate


IFRIC 16 Hedges of a Net Investment in a Foreign

Operation

(effective 1 October, 2008)

IFRIC 17 Distributions of Non-cash Assets to Owners


IFRIC 18 Transfer of assets from customers

(effective on or after 1 July, 2009)

IFRS 2 Amendments related to group cash-settled share-

based payment transactions


IFRS 7 Amendments for enhancing disclosures

about fair value and liquidity risk


IAS 32 Amendments for puttable instruments and

obligations arising on liquidation


IAS 39 Amendments for a) embedded derivatives on

reclassifi cations of fi nancial assets

and b) for eligible hedged items

It is management’s opinion that the adoption of these IFRS/IAS

standards and interpretations in this fi nancial year will not signifi -

cantly infl uence the Group’s consolidated fi nancial statements of

future periods.

Basis of consolidation The consolidated fi nancial statements – consisting of the balance

sheet, income statement, cash fl ow statement, statement of

changes in equity, and notes – are based on the annual fi nancial

statements of the companies within the scope of consolidation,

in accordance with International Financial Reporting Standards

(IFRS) by applying uniform Group-wide accounting policies.

–

–

–

–

–

–

–

–

–

–

–

1179.indd 331179.indd 33 17.07.2009 17:04:2317.07.2009 17:04:23


Consolidation principlesThe consolidated fi nancial statements of the Infranor Group

cover all entities that are controlled by Infranor Inter Ltd., which

normally is the case when the group holds directly or indirectly

more than 50 per cent of the voting rights. Newly acquired

companies are consolidated from the date of their acquisition.

The results of companies that have been sold are recognised

until the date of sale. Companies in which the Group holds more

than 20 per cent but not more than 50 per cent of the voting

rights are accounted for under the equity method, whereby the

investment is initially recognised at cost and adjusted thereafter

for the changes in the investor’s share of net assets of the inves-

tee.

Entities controlled by the Group are consolidated by applying the

purchase method. The assets and liabilities of newly acquired

companies are recognised at fair value at the time of acquisition.

All transactions and balances between the consolidated compan-

ies are eliminated on consolidation. Intragroup profi ts generated

from internal transactions are eliminated.

Group companies Note Purpose8) Share capital Participation Year

listed by place of jurisdiction founded

Infranor Inter Ltd, CH-Zurich 1 F CHF 15,539,920 n / a 1987

Infranor Holding S.A., CH-Yverdon-les-Bains 2 F, S CHF 9,120,000 100 % 1941

Infranor AG, CH-Zurich 3 E CHF 450,000 100 % 2005

Infranor S.A.S., FR-Lourdes 4 E, P EUR 1,741,299 100 % 2005

Infranor GmbH, DE-Hanau 5 E, P EUR 400,000 100 % 1968

Infranor, Inc., USA-Wilmington, MA 6 E USD 1,620 100 % 1982

Infranor Motion Control Technology (Shanghai) Co. Ltd,

CN-Shanghai 7 E CNY 1,478,975 100 % 2009

Mavilor Motors S.A., ES-Sta. Perpetua de Mogoda P EUR 135,000 100 % 1973

Infranor Spain S.L.U., ES-Badalona E EUR 150,000 100 % 2006

Infranor Ltd., UK-Crainleigh E GBP 200,000 100 % 1983

Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100 % 1970

Cybelec S.r.l., IT-Cinisello Balsamo E EUR 100,000 100 % 2004

Cybelec Numerical Control Technology

(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100 % 2006

1) The share capital increased by 0, 03 million CHF to 15,54 million CHF during

2008/09 due to conversion of bonds.

2) The share capital increased by 4.12 million CHF from 5,0 million CHF to 9,12 million

CHF during 2008/09 due to conversion of loans from Infranor Inter Ltd.

Infranor Holding S.A. absorbed as of March 31, 2009 ISA Management S.A. and ISA

Innovation S.A.

3) Infranor Asia Ltd, Zurich, absorbed Infranor S.A., Coppet as of April 30, 2009 and

changed its name to Infranor AG.

4) Infranor Electronics S.A.S, Lourdes, absorbed Infranor S.A.S. Linas-Paris as of May

1, 2008 and changed its name to Infranor S.A.S.


Companies included in the consolidation Various disposals of group companies by merger within the

group took place during 2008/09. Some companies within the

Infranor Division were legally reorganised in the second semes-

ter of 2008/09 in accordance with the announced restructuring

plans. There were no changes in the Cybelec Division.

The following companies were fully consolidated as of 30 April,

2009:

Additionally, it absorbed also Violet-Indim Sarl, Lourdes as of January 31, 2009.

5) Infranor GmbH, Hanau, absorbed Mesa Automation GmbH, Berlin as of January 31,

2009 and has bought the business of Infranor B.V. Oud-Beijerland / Holland

6) Infranor Holdings USA, Inc., absorbed Automotion Inc. and Infranor, Inc. as of April

30, 2009 and changed its name to Infranor Inc.

7) Infranor Motion Control (Shanghai) Co. Ltd was founded in January 2009 and has

taken over the distribution in China from Infranor Asia Ltd, Zurich.

8) E = Engineering and sales

P = Production, development and sales

F = Finance

S = Service

1179.indd 341179.indd 34 17.07.2009 17:04:2317.07.2009 17:04:23


Risk managementRisk management takes place within the Infranor Group in

accordance with the principles and guidelines laid down by the

management. These regulate the protection against market risks

(exchange rates, interests), credit risks and liquidity risks. These

risks are further discussed below. There are also guidelines for

managing liquid assets and obtaining loans. Risk management is

aimed at minimising potentially negative effects of the fi nancial

situation.

The Board of Directors is responsible for monitoring the Group’s

internal management systems, which can manage but not elimin-

ate all business risks. These systems offer adequate but not total

protection against errors and losses. Group Management is

responsible for identifying and assessing signifi cant risks for

each Group company. In addition to adopting quantitative ap-

proaches and formal guidelines – which represent just one

element of a comprehensive approach to risk management

– Group Management attaches importance to building up and

maintaining a suitable risk-management culture.

The Group’s risk policy also includes protecting against risks

through comprehensive and effi cient insurance cover as well as

through Infranor’s broad spread of customers across various

sectors of industry and geographical regions.

A comprehensive central internal control system (ICS) with an

internet-based multilingual software program support has been

implemented by the Group as of the beginning of last year.

However, due to the fact that in the second semester the focus of

the management was to restructure the Group and to adapt the

size of the Group to the actual business volume, the ICS could

not be adapted simultaneously. As a consequence, the local

companies had not followed the revised ICS procedures as

expected. In the meantime, the system has been adjusted to the

new processes, and the structure, as well as the responsibilities

have had to be reallocated among the remaining staff in order to

be able to comply fully with the internal guidelines and with

Swiss law. The Group Management reports quarterly to the Audit

Committee. The Audit Committee reviews the ICS concept at

yearly intervals with regard to identifying, evaluating and reme-

dying risks associated with business activities and adapts it to

new requirements as necessary.

Financial instrumentsThe fi nancial instruments used are recognised using trade date

accounting. Derivative fi nancial instruments are stated in the

balance sheet at fair value in accordance with IAS 39. The Group

occasionally uses forward exchange contracts. Forward exchange

transactions are entered into for the purpose of hedging a current

contract or an amount due from a customer in a foreign currency

(fair value hedge). In this case, each of the changes in the fair

value of the hedging instrument and the hedged item are taken

to income, bearing in mind deferred taxes, and the fair values are

stated on the balance sheet with the hedged item. Ultimately, the

changes in the fair value of the hedging instrument and the

hedged item offset each other on the income statement.

The classifi cation of the fi nancial instruments is described in the

following note. Financial instruments include in particular bank

deposits, trade accounts receivable and payable, and interest-

bearing liabilities. The majority are denominated in Swiss francs

and euros. The carrying amount of bank deposits, trade accounts

receivable and payable approximate their fair value.

The fair value of the subordinated fi nancial instruments was

calculated as follows:

The convertible bond was valued at the last market price at the

balance sheet date. The collateralised debt obligation and the

shareholder’s loan were discounted using 1.5 per cent for the

current and for the previous year.

1179.indd 351179.indd 35 17.07.2009 17:04:2317.07.2009 17:04:23


Financial instrumentsFinancial assets

Category

Fair value Cash, Carrying value Fair value

The fi nancial assets of the Group consist of the through loans and

following classes: profi t and loss receivables

1,000 CHF

30th April 2009

Cash 7,552 7,552 7,552

Other fi nancial assets (current) 28 29 28

Trade accounts receivable 8,902 8,902 8,902

Other receivables 923 923 923

Financial assets (non-current) 33 33 33

Total 30th April 2009 17,438 17,439 17,438

30th April 2008

Cash 3,817 3,817 3,817

Other fi nancial assets (current) 55 14 69 69

Trade accounts receivable 18,013 18,013 18,013

Other receivables 1,444 1,444 1,444

Financial assets (non-current) 22 22 22

Total 30th April 2008 55 23,310 23,365 23,365

Financial liabilities

Category

Fair value Amortised Carrying value Fair value

The fi nancial liabilities of the Group consist of the through cost

following classes: profi t and loss

1,000 CHF

30th April 2009

Current fi nancial liabilities 10,147 10,147 10,147

Trade accounts payable 3,789 3,789 3,789

Other current liabilities 1,156 1,156 1,156

Accruals (note 14) 2,752 2,752 2,752

Non-current fi nancial liabilities 843 843 843

Shareholder’s loan 2009 – 12 1,000 1,000 1,000

Subordinated convertible bond 2002 – 09 3,300 3,300 3,250

Subordinated CDO 2006 – 13 8,166 8,166 7,831

Total 30th April 2009 31,153 31,153 31,268

30th April 2008

Current fi nancial liabilities 2 5,127 5,129 5,129

Trade accounts payable 7,080 7,080 7,080

Other current liabilities 803 803 803

Accruals and deferred income 4,694 4,694 4,694

Non-current fi nancial liabilities 1,122 1,122 1,122

Subordinated convertible bond 2002 – 09 3,329 3,329 3,684

Subordinated CDO 2006 – 13 8,136 8,136 7,630

Total 30th April 2008 2 30,291 30,293 30,142


1179.indd 361179.indd 36 17.07.2009 17:04:2317.07.2009 17:04:23


Liquidity risksGroup companies require adequate liquid assets for meeting

their fi nancial obligations. The Group’s management company is

responsible for obtaining short-term and long-term loans and

managing the liquidity that is not necessary for operations. At the

balance sheet date, the situation with regard to available liquidity

was as follows:

Liquidity reserves and credit limits1,000 CHF 30.04.09 30.04.08

Cash and cash equivalents 7,580 3,886

Credit limits 14,612 19,210

./. Use of credit limits – 9,346 – 4,755

Total liquidity reserves and

unused credit limits 12,846 18,341

Suffi cient assets for normal business operations are available in

the form of the PULS CDO 2006-1 subordinated collateralised

debt obligation with term until mid-2013, with credit limits pro-

vided by CREDIT SUISSE and the Zurich Cantonal Bank and local

fi nancial institutions.

In note 34 “Events after the balance sheet date”details of a

reduction of credit lines have been stated.

The following table contains a maturity analysis of fi nancial liabi-

lities, showing the remaining contractual maturities. Further

details about interest bearing fi nancial liabilities can be found in

note 11.

Financial liability maturities in the current year Carrying Contractual maturities

values Total Less than Between More than

1,000 CHF 30.04.09 30.04.09 1 year 2 and 5 years 5 years

Current interest bearing fi nancial liabilities 10,079 10,545 10,545 0 0

Non-interest bearing fi nancial liabilities (current) 68 68 68 0 0

Subord.current interest bearing fi nancial liabilities 3,300 3,465 3,465 0 0

Trade accounts payable 3,789 3,769 3,769 0 0

Other current liabilities 1,156 920 1,120 0 0

Accruals (note 14) 2,752 2,952 2,952 0 0

Non-current interest bearing fi nancial liabilities 843 980 0 980 0

Shareholder’s loan 1,000 1,238 0 1,238 0

Subord. non-current interest bearing fi nancial liabilities 8,098 10,836 0 0 10,836

Non-interest bearing fi nancial liabilities (non-current) 68 68 0 68 0

Total 31,153 34,840 21,919 2,286 10,836

Financial liability maturities in the previous year Carrying Contractual maturities

values Total Less than Between More than

1,000 CHF 30.04.08 30.04.08 1 year 2 and 5 years 5 years

Current interest bearing fi nancial liabilities 5,049 5,287 5,287 0 0

Non-interest bearing fi nancial liabilities (current) 80 80 80 0 0

Trade accounts payable 7,080 7,080 7,080 0 0

Other current liabilities 920 920 920 0 0

Accruals (note 14) 5,121 4,694 4,694 0 0

Non-current interest bearing fi nancial liabilities 1,032 1,174 0 1,174 0

Subord. non-current interest bearing fi nancial liabilities 11,465 15,038 769 5,843 8,426

Non-interest bearing fi nancial liabilities (non-current) 90 90 0 90 0

Total 30,837 34,363 18,830 7,107 8,426

1179.indd 371179.indd 37 17.07.2009 17:04:2317.07.2009 17:04:23


Interest-rate risksInterest-rate risks result from changes in interest rates, which

affect the Group’s fi nancial position and results. Changes in

interest rates lead to changes in the fi nance income and expense

from interest-bearing assets and liabilities. Interest-rate risks are

managed centrally by the Group. The Infranor Group does not

have any major interest-bearing assets. Thus the effect of

changes in interest rates on interest income is minimal. The effect

of changes in interest rates on interest expenditure is more

signifi cant. At the balance sheet date of 30 April, 2009, interest-

bearing liabilities were 23.1 million CHF (previous year: 17.6

million CHF), and the average interest rate for CHF, Euro and US

dollar fi nancing was 5.80 per cent (previous year: 5.72 per cent).

The interest-rate risk at the Infranor Group is therefore primarily

in long-term interest-bearing liabilities. For the major part of its

debt, the Group has concluded long-term contracts (bond, CDO)

at fi xed-interest rates in order to minimise the risk of changes in

interest rates. Interest is currently paid on the remainder of its

non-current fi nancial liabilities at money-market rates. The Group

reviews the interest-rate situation and hedging opportunities on a

regular basis. No derivatives are used for the purpose of hedging

interest-rate risks.

The following table shows the sensitivity of post-tax profi ts and

equity to reasonably possible interest-rate changes in the CHF,

Euro and US dollar areas (assuming that all other variables are

constant).

Currency Increase / Effect on Effect

Decrease profi t share-

exchange after taxes holder’s

rate equity

(1,000 CHF) (1,000 CHF)

08/09 07/08 08/09 07/08

CHF +50 bp 47 39 0 0

–50 bp – 47 – 39 0 0

EUR +50 bp 2 3 0 0

–50 bp – 2 – 3 0 0

USD +50 bp – 1 0 0 0

–50 bp 1 0 0 0

CNY +50 bp – 2 – 1 0 0

–50 bp 2 1 0 0

Exchange-rate risksThe Infranor Group operates on a worldwide basis and is there-

fore subjected to exchange-rate fl uctuations, which affect report-

ing in Swiss francs. The Group sells products and services in

foreign currencies and is therefore exposed to fl uctuations in

foreign-exchange rates. The largest per centage of sales is gener-

ated in the European Union in Euros, while a further signifi cant

per centage is generated in Swiss francs. Exchange-rate risks are

monitored continuously and, if necessary, hedged using forward

contracts, swaps or currency options. Certain investments in

foreign Group companies are hedged by appropriate bank loans

in the same currency. Exchange-rate risks arising from intra-com-

pany loans are occasionally hedged by means of forward ex-

change contracts.

The Infranor Group is subject above all to exchange-rate risks

with regard to the Euro and the US dollar. The following table

shows the sensitivity of post-tax profi ts and equity to reasonably

possible changes in exchange rates associated with the Euro and

US dollar (assuming that all other variables are constant).

Currency Increase / Effect on Effect

Decrease profi t share-

exchange after taxes holder’s

rate equity

(1,000 CHF) (1,000 CHF)

08/09 07/08 08/09 07/08

EUR + 3 % 123 133 0 0

– 3 % – 123 – 133 0 0

USD + 8 % 1 – 6 0 0

– 8 % – 1 6 0 0

CNY + 2 % – 2 35 0 0

– 2 % 2 – 35 0 0

Credit risksCredit risks result from the possibility that the other party to a

transaction is incapable or unwilling to meet its obligations,

causing fi nancial damage to the Group. There is no signifi cant

concentration of risk relating to trade accounts receivable. In

order to minimise credit risks, local management requests

additional collateral (e.g. irrevocably confi rmed credits, bank

guarantees, trade indemnity insurance etc.) where this is deemed

appropriate on the basis of specifi c sector/country and customer

analyses. As far as trade accounts receivable are concerned,

active risk management is performed in the form of continuous

monitoring and checking of the credit risks.

The credit risks of other fi nancial assets are monitored by means

of exclusive collaboration with top-class fi nancial institutions. As

of 30 April, 2009, 2.52 million CHF / 33.5 per cent of cash is

deposited with a single credit institution (previous year: 0.61

million CHF / 16.0 per cent). This institution has fi rst-class credit-

worthiness and many years of experience.


1179.indd 381179.indd 38 17.07.2009 17:04:2417.07.2009 17:04:24


Capital managementThe capital of the Infranor Group is managed with regard to

guaranteeing the continuity of operating activities, achieving

growth targets and an appropriate return for shareholders, and

optimising the capital structure in order to reduce capital costs.

The capital structure can be infl uenced by changes in dividend

payments, making capital repayments, increasing capital, selling

assets and repaying liabilities.

The Group monitors the capital structure on the basis of net debt

to capital ratio.

Level of net indebtedness1,000 CHF 30.04.09 30.04.08

Financial liabilities 10,991 6,252

Subordinated fi nancial obligations 12,466 11,465

./. Cash and cash equivalents – 7,580 – 3,886

Net debts 15,877 13,831

Shareholders’ equity 2,813 14,033

Shareholders’ equity + net debts 18,690 27,864

Debt to capital ratio 84.9 49.6

The increase of level of net indebtedness is a direct result of the

annual loss which reduced the shareholder’s equity by 9.4 million

CHF.

Key assumptions and sources of uncertainty in estimatesAccounting procedures require management to make certain

estimates and assumptions that affect the amount of recognised

assets and liabilities as well as contingent assets and liabilities at

the time the fi nancial statements are prepared, but also income

and expenses for the reporting period. Their estimates and

assumptions are based on past experience and on various other

factors deemed applicable in the given circumstances. Actual

results may differ from these estimates.

Assumptions and estimates are constantly monitored and

adjusted whenever new information becomes available. Any

changes are recognised in the income statement in the reporting

period in which the estimate was adjusted. The most important

assumptions are listed below but are also explained in the

corresponding notes.

Income is only recognised where the relevant risks and rewards

have been transferred to the customer. For certain transactions,

this means that the payments received are deferred and recog-

nised in the income statement only once the contractual terms

are met. Based on the information currently available, manage-

ment believes that the accrued and deferred income is appropri-

ate.

–

–

–

Intangible assets are reviewed for impairment annually, while

tangible fi xed assets are reviewed if there are indications of

impairment. To assess whether impairment has occurred,

management estimates the values of the expected future cash

fl ows arising from the use and possible disposal of such assets.

In determining the assets and liabilities from current and deferred

income taxes, signifi cant estimates must be made. Some of these

estimates are based on the interpretation of existing tax legisla-

tion and regulations. The management assesses the value of

deferred tax claims annually on the basis of the taxable profi t that

are expected in the future. The uncertainties with respect to the re-

coverability of deferred income taxes have been taken into

account.

At a few Infranor Group sites, employees are insured under

retirement schemes that are classifi ed as defi ned-benefi t plans

under IAS 19. Calculation of the defi ned benefi t obligations in

relation to these plans in accordance with IFRS is based on

actuarial calculations. Variances in relation to the actuaries’

assumptions, which have been agreed with management, may

have an infl uence on the provision recognised for employee

benefi t plans in future reporting periods.

Comments about the going concern basis of accounting can be

found in note 34 on page 55.

Foreign-currency translationThe consolidated accounts are presented in Swiss francs (CHF).

The fi nancial statements of the individual Group companies are

prepaired in the currency of the primary economic environment

in which the respective company operates (functional currency).

The income statements of foreign companies are translated into

Swiss francs at the average exchange rates.

The balance sheets of subsidiaries are translated at the exchange

rates that apply on 30 April, using the closing-rate method. The

resulting translation differences are taken to equity and are

recognised in the income statement only if and when the subsidi-

aries are disposed of.

Foreign-currency transactions at Group companies are recorded

at the exchange rates in effect on the date of the transaction.

Gains and losses from such transactions and from the translation

of foreign-currency assets and liabilities are taken to the income

statement, with the carrying amounts in the balance sheet being

translated at the exchange rate in effect at year-end. Foreign-ex-

change differences on Group loans to a foreign company which

are considered as part of the net investment are recognised in

equity.

–

–

–

–

1179.indd 391179.indd 39 17.07.2009 17:04:2417.07.2009 17:04:24


The following exchange rates were used:

CHF Year-end rates Average rates

for the balance sheet for the year for the

income statement

30.04.09 30.04.08 08/09 07/08

USA USD 1.1366 1.0478 1.1150 1.1330

Europe EUR 1.5078 1.6200 1.5460 1.6350

UK GBP 1.6912 2.0694 1.8430 2.2790

China CNY 0.1666 0.1501 0.1630 0.1540

Net sales

Revenue from product sales or service provision is recognised at

the time the products are delivered or the services are provided,

less sales deductions and value-added taxes.

CashCash comprises cash on hand, postal giro account and bank

deposits as well as amounts due from money-market transac-

tions maturing up to three months.

Trade accounts receivableTrade receivables are carried in the balance sheet at nominal

value less necessary provisions for doubtful debts.

Inventories and work in progressPurchased goods and products manufactured in-house are

recognised at cost. Manufacturing costs include the cost of the

components, all specifi c production costs (actual costs) plus an

appropriate allocation of production overhead and production-re-

lated depreciation and amortisation. Provision is made if the net

realisable value of an item is lower than the cost of inventories

calculated in accordance with the methods described above.

Inventories are measured using the weighted average cost

method. An additional write-down is recognised for obsolete

inventory items based on turnover frequency. Discounts received

are recognised as a reduction in the purchase price.

Intragroup profi ts from internal deliveries are eliminated.

Property, plant and equipmentProperty, plant and equipment are measured at cost less depreci-

ation using the straight-line method over the estimated useful

life: buildings and installations, 20 to 25 years; machinery and

tools, industrial plants, offi ce furniture and equipment, 5 to 15

years (previous year = 5 to 10 years); motor vehicles and IT

equipment, 2 to 7 years (previous year = 2 to 5 years). Manage-

ment considered the impact of those changes in useful lives as

being not material.

LeasesLease agreements for property, plant and equipment where both

the risks and the benefi ts incident to ownership are transferred to

the Group (fi nance leases) are recognised at the lower value of

their fair value of the leased asset or the present value of the

future minimum lease payments at the commencement of the

lease term, and are depreciated over the aforementioned esti-

mated useful lives. The corresponding liabilities are recognised

under “Current fi nancial liabilities” or “Non-current fi nancial

liabilities” depending on whether they fall due within or after 12

months. The cost of maintaining and repairing the property, plant

and equipment is charged to the income statement if it does not

add future economic benefi ts.

Payments made under “Operating leasing” are charged directly

to the income statement.

Intangible assets and goodwillBefore the fi rst-time adoption of IFRS, goodwill arising on acqui-

sitions was eliminated against equity. For the adoption of IFRS

as per 30 April, 2004, Infranor has elected not to apply IFRS 3,

Business Combinations, retrospectively. The equity account

“Reserves from acquistion” shows a debit balance of 5.68 million

CHF.

Research and development costs are, in principle, recognised as

expense. If the conditions regarding recognition as an asset are

met, signifi cant development costs are recognised in the balance

sheet at their purchase or production costs (without taking

account of fi nance costs) and depreciated over their useful life up

to a maximum of seven years. Licences, trademarks and patents

are amortised over 3 to 10 years, software over 2 to 5 years and

product development over 2 to 7 years (previous year 2 to 5

years). For all intangible assets, the straight line method is

applied. Management considered the impact of those changes in

useful lives as being not material.

Impairment of assetsAt least at each balance sheet date, the Group’s assets are re-

viewed for impairment. If there are indications that an asset may

be impaired, the recoverable amount of the asset is calculated.

An impairment charge is recognised if the current carrying

amount exceeds the recoverable amount. The recoverable

amount is the higher of the estimated net selling price and value

in use. To determine value in use, the present value of estimated

future cash fl ows is calculated. The discount rate used for this is

the average interest rate on capital in the country in which the

asset is located, under consideration of specifi c risks to the asset.


1179.indd 401179.indd 40 17.07.2009 17:04:2417.07.2009 17:04:24


LiabilitiesOn initial recognition, borrowings are stated at fair value less the

transaction costs incurred, and for all subsequent periods they

are measured using the amortised cost method. Differences

between the cash infl ow (after deduction of transaction costs)

and the repayment amounts are recognised in the income state-

ment using the effective interest rate method over the term of the

borrowing. Financial liabilities comprise borrowings on current

accounts at banks, obligations under fi nance leases and all other

fi nancial debts.

Convertible bondThe liability portion of the convertible bond is initially recognised

at fair value based on market interest rate of similar instruments

at the date of issuance and is separately presented as “subordi-

nated convertible bond”. It is subsequently measured at amor-

tised cost. The difference between initial recognition and cash

received (the equity portion) is recognised in equity and is subse-

quently not changed except in case of early redemption.

Collateralised Debt Obligation “PULS CDO 2006-1”, 2006-13On 25 July, 2006, Infranor Holding SA, a subholding of Infranor

Inter AG, issued a seven-year subordinated Swiss franc collateral-

ised debt obligation (CDO) in the amount of 8.30 million CHF

carrying a coupon of 7.26 per cent; this was done within the

scope of PULS CDO 2006-1, 2006-13, a collateralised debt obliga-

tion in the total amount of 260 million euros. Merrill Lynch,

Germany, acted as arranger, and Capital Securities Group AG,

Baar, acted as the portfolio manager. The new capital was used

exclusively to repay bank loans of the Infranor Group.

Long-term provisionsLong-term provisions comprise pension obligations and other

obligations towards employees and other liabilities with uncer-

tain timing or amount.

Income taxesProvisions are provided for taxes incurred on taxable profi t

irrespective of when such liabilities fall due for payment, after

considering any tax-deductible losses carried forward.

Deferred taxesDeferred taxes are recognised on temporary differences between

the values of assets and liabilities as recognised by the tax

authorities and the values as stated in the consolidated fi nancial

statements. Deferred taxes are calculated using the liability

method on the basis of the local tax rate enacted or substantively

enacted at the balance sheet date. Deferred tax assets are calcu-

lated for all deductible temporary differences if it is likely that

suffi cient taxable income will be available in the future. Deferred

tax assets and liabilities are netted when legal regulations permit

offsetting. Changes in the amounts of deferred taxes are recog-

nised as tax expense.

Provisions are not provided for taxes that would be incurred on

the distribution of retained earnings of subsidiaries, except

where a distribution can be expected in the foreseeable future or

where it has been decided.

Earnings per shareDiluted earnings per share include the dilutive effect of the

conversion rights in connection with the subordinated convert-

ible bond.

Payments made to employeesIn accordance with local laws and practices, the Group operates

various benefi t plans. These plans include both defi ned-benefi t

and defi ned-contribution plans.

The expense and the present value of the benefi t obligations for

the material defi ned-benefi t plans are determined based on

actuarial assumptions using the Projected Unit Credit Method.

The major assumptions involved in the calculation are expect-

ations about future salary increases, returns on pension assets,

staff, turnover and life expectancy.

Valuation of benefi t obligations for material benefi t plans is

conducted annually by independent actuaries. The last valuation

of the benefi t obligations for the material benefi t plans was

carried out as per 31 December, 2008, and was updated as of

30 April, 2009. Pension plan assets are measured at fair value at

the balance sheet date.

Current service costs are recorded in the profi t and loss account

for the period in which they relate. Retroactive improvements in

benefi ts due to changes in the plan are recognised in the income

statement using a straight-line method over the average vesting

period. As soon as deferred benefi ts become vested, these are

immediately recognised in the income statement.

Actuarial gains and losses in the defi ned-benefi t plans are recog-

nised in the income statement as soon as they exceed the greater

of the following two amounts: 10 per cent of the present value of

the defi ned-benefi t obligation and 10 per cent of the fair value of

the assets. The proportion that exceeds this amount will be

amortised on a straight-line basis over the average remaining

working life of the employees.

The recognition of an asset resulting from the funded status of

the plan will be limited to the present value of any economic

benefi ts available in the form of reductions in future employer

contributions to the plan.

The employer contributions to defi ned-contribution plans are

recognised in the profi t and loss account in the period in which

they occur.

1179.indd 411179.indd 41 17.07.2009 17:04:2417.07.2009 17:04:24


Employee stock option planFrom 1 October, 1999, to 30 April, 2007, options to purchase

Infranor Inter Ltd bearer shares were sold to the executive direc-

tor and CEO. This option plan has expired and was not renewed;

however the vesting periods have not yet expired.

The benefi t consisted of options to purchase Infranor Inter shares

at a predetermined price. Options were granted within the scope

of this stock option plan. The last options were issued in the

2006/07 fi nancial year. In order to cover all potentially outstand-

ing options, the Group purchased the necessary number of

shares and holds these until the options expire or are exercised.

No additional shares will be issued as part of this equity compen-

sation plan.

The options’ strike prices were determined at the grant date on

the basis of the then current share price. The fair value of these

options are calculated by an actuary using the Black-Scholes

formula. If share prices are lower during the exercise period, the

options’ strike prices are not adjusted. The options are subject to

a three-year vesting period.

Off-balance sheet transactionsOff-balance sheet transactions comprise:

contingent liabilities and pledged assets

other obligations not recognised on the balance sheets.

Contingent liabilities and obligations not recognised on the

balance sheet include:

guarantees (usually to creditor banks)

pledges in accordance with Section 663b. 2 of the Swiss Code

of Obligations (as a rule, to creditor banks) e.g. guarantees such

as purchase guarantees or commitments and operating leases

(excluding interest expense).

Off-balance sheet transactions are measured at the balance sheet

date at year-end rates based on the agreements in place.

Explanatory notes on the consolidated fi nancial statements

3. Impact of foreign currencies on the balance sheetChange as against the previous year 30.04.09 30.04.08

Current assets – 2.9 % – 2.4 %

Fixed assets – 7.8 % – 1.6 %

Current liabilities – 3.7 % – 1.7 %

4. Cash and other current fi nancial assets

4.1 Cash by currency1,000 CHF 30.04.09 30.04.08

CHF 3,268 2,220

EUR 2,641 870

USD 944 195

Other currencies (GBP, CNY) 699 532

Total cash 7,552 3,817

The actual yield on current accounts with banks and cash and

cash-equivalent holdings is the variable overnight rate paid by

the banks on customer deposits in the respective currencies.

The higher cash balance will allow fi nancing the effects of the

restructuring programme without any further external cash

injections.

4.2 Financial assets (current)1,000 CHF 30.04.09 30.04.08

Cheques, bills 28 14

Derivative fi nancial instruments 0 55

Total fi nancial assets (current) 28 69

5. Trade accounts receivable1,000 CHF 30.04.09 30.04.08

Total trade accounts receivable (gross) 9,507 18,868

Bad debt allowances – 605 – 855

Total trade accounts receivable (net) 8,902 18,013

–

–

–

–


1179.indd 421179.indd 42 17.07.2009 17:04:2417.07.2009 17:04:24


As of 30 April, 2009, receivables totalling 0.56 million CHF

(previous year: 0.66 million CHF) were pledged with banks as

loan collateral.

Trade accounts receivable are normally due within 30 to 120 days;

in principle they are interest-free and unsecured. The risk of

default is taken into account in the corresponding bad-debt

allowance.

5.1 Age structure of trade accounts receivable1,000 CHF 30.04.09 30.04.08

Not due 5,311 10,496

Overdue by up to 1 month 1,270 4,156

Overdue by between 1 and 3 months 713 3,220

Overdue by between 3 and 6 months 1,088 293

Overdue by between 6 and 12 months 647 323

Overdue by more than 12 months 478 380

Total trade accounts receivable 9,507 18,868

Bad debt allowances – 605 – 855

Total net trade accounts receivable 8,902 18,013

5.2 Change to valuation allowance fordoubtful receivables

1,000 CHF Total Total

08/09 07/08

As at 1.5. 855 716

Used valuation allowance – 410 – 97

Released valuation allowance 0 – 4

Additional valuation allowance 215 250

Currency translation differences – 55 – 10

As at 30.4. 605 855

5.3 Trade accounts receivable by currency1,000 CHF 30.04.09 30.04.08

CHF 1,525 3,463

EUR 7,190 13,524

USD 305 1,146

GBP 486 241

CYN 1 494

Total trade accounts receivable 9,507 18,868

6. Other receivables1,000 CHF 30.04.09 30.04.08

VAT recoverables, withholding taxes 623 1,127

Income tax receivables 38 37

Advance payments to suppliers 47 24

Other receivables 253 292

Total 961 1,480

7. Inventories1,000 CHF 30.04.09 30.04.08

Raw materials and supplies 5,805 7,424

Semi-fi nished products and work in progress 2,380 2,933

Finished products 3,642 4,597

Inventories (gross) 11,827 14,954

Valuation allowance – 1,915 – 1,304

Inventories (net) 9,912 13,650

Obsolete items with a total value of around 0.09 million CHF

(previous year: 0.17 million CHF) were scrapped, as a result of

which the gross carrying value and the relevant valuation allow-

ance fell by the same amount as of 30 April, 2009.

1179.indd 431179.indd 43 17.07.2009 17:04:2417.07.2009 17:04:24


8. Property, plant and equipment

8.1 Property, plant and equipment in the year under review1,000 CHF Land, buildings/ Machinery/ IT Industrial Offi ce furniture Motor Total

installations tools hardware plant and equipment vehicles 08/09

Cost

As at 1.5. 1,849 13,293 1,752 3,121 1,310 633 21,958

Additions 534 736 188 97 66 91 1,712

Disposals 0 – 952 – 206 – 296 – 113 – 90 – 1,657

Change scope of consolidation 0 – 214 – 60 – 62 – 70 – 15 – 421

Reclassifi cation / addition – 9 42 0 – 33 0 0 0

Currency translation differences – 103 – 755 – 72 – 184 – 38 – 14 – 1,166

As at 30.4. 2,271 12,150 1,602 2,643 1,155 605 20,426

Accumulated depreciation

As at 1.5. – 659 – 10,200 – 1,477 – 1,943 – 1,030 – 366 – 15,675

Depreciation – 105 – 336 – 138 – 133 – 78 – 132 – 922

Disposals 0 925 179 270 113 77 1,564

Impairment losses – 44 0 1 1 – 42

Change scope of consolidation 0 214 59 62 72 14 421

Reclassifi cation / addition – 2 0 3 0 – 1 0 0

Currency translation differences 44 557 63 112 27 9 812

As at 30.4. – 766 – 8,840 – 1,310 – 1,631 – 897 – 398 – 13,842

Net carrying values 30.4.09 1,505 3,310 292 1,012 258 207 6,584


of which fi nance leases 687 1,406 0 0 52 77 2,222

Insured values 8,227

8.2 Property, plant and equipment in the previous year1,000 CHF Land, buildings/ Machinery/ IT Industrial Offi ce furniture Motor Total

installations tools hardware plant and equipment vehicles 07/08

Cost

As at 1.5. 1,596 12,341 1,680 2,817 1,360 539 20,333

Additions 285 1,288 205 369 133 128 2,408

Disposals – 98 – 132 – 6 – 117 – 27 – 380

Reclassifi cation / addition 34 – 34 0

Currency translation differences – 32 – 238 – 35 – 59 – 32 – 7 – 403

As at 30.4. 1,849 13,293 1,752 3,121 1,310 633 21,958

Accumulated depreciation

As at 1.5. – 560 – 10,014 – 1,425 – 1,811 – 1,129 – 270 – 15,209

Depreciation – 111 – 453 – 187 – 178 – 74 – 122 – 1,125

Disposals 71 132 6 115 27 351

Reclassifi cation / addition 1 – 30 – 1 31 0 1

Currency translation differences 12 195 33 41 27 – 1 307

As at 30.4. – 659 – 10,200 – 1,477 – 1,943 – 1,030 – 366 – 15,675



of which fi nance leases 801 1,144 0 0 53 108 2,106

Insured values 9,825


1179.indd 441179.indd 44 17.07.2009 17:04:2417.07.2009 17:04:24


9.2 Intangible assets in the previous year

1,000 CHF Own Trade- Total

Business product marks, 07/08

software devel- patents,

opment other

Cost

As at 1.5. 1,158 1,482 75 2,715

Additions 514 400 36 950

Disposals – 9 – 9

Reclassifi cation / addition 171 171

Currency

translation differences – 13 – 6 – 19

As at 30.4. 1,650 2,047 111 3,808

Accumulated amortisation

As at 1.5. – 464 – 242 – 3 – 709

Amortisation – 204 – 236 – 5 – 445

Disposals 9 9

Reclassifi cation / addition – 1 – 171 – 172

Currency

translation differences 12 2 14

As at 30.4. – 648 – 647 – 8 – 1,303

Net carrying values

30.04.08 1,002 1,400 103 2,505

30.04.07 694 1,240 72 2,006

At the balance sheet date there were no indications of possible

impairment of intangible assets.

The business software comprises company-specifi c or commonly

used systems such as ERP, CRM, fi nancial and Internet applica-

tions.

The product development and launch costs refer solely to self-de-

veloped new products namely from Cybelec SA (FASTware),

Mavilor Motors SA (XtraforsPrime) as well as Infranor SAS

(Xtrapuls), for which supply agreements have already been

signed.

Trademark rights are purchased product trademarks which

continue to be registered in the leading industrialised countries.

In 2008/09 new product names for the whole product portfolio

were created and registered. Licences and patents related to

purchased marketing rights for complementary third-party

products and purchased patents for motion automation products.

Trademark rights and marketing licences developed within the

business are not capitalised.

As at the balance sheet date there were no indications of possible

impairment of property, plant and equipment. The property, plant

and equipment which were fi nanced by means of fi nance leasing

are related to the factory building in Lourdes, France, and to the

machinery and extension to the factory building in Spain.

All leasing agreements include an option to buy the asset at the

calculated residual value, which is usually zero.

The lessor has not imposed any restrictions or conditions.

9. Intangible assets

9.1 Intangible assets in the year under review

1,000 CHF Own Trade- Total

Business product marks 08/09

software devel- patents,

opment other

Cost

As at 1.5. 1,650 2,047 111 3,808

Additions 307 638 241 1,186

Disposals – 99 – 3 – 102

Change scope – 28 – 28

Reclassifi cation / addition 0 0 0

Currency

translation differences – 2 – 38 – 40

As at 30.4. 1,828 2,644 352 4,824

Accumulated amortisation

As at 1.5. – 648 – 647 – 8 – 1,303

Amortisation – 354 – 284 – 59 – 697

Disposals 73 3 76

Impairment losses – 2 – 2

Change scope 8 8

Reclassifi cation / addition 0 0 0

Currency

translation differences 4 11 15

As at 30.4. – 917 – 919 – 67 – 1,903

Net carrying values

30.04.09 911 1,725 285 2,921

30.04.08 1,002 1,400 103 2,505

1180.indd 451180.indd 45 17.07.2009 17:08:0617.07.2009 17:08:06



10. Income taxes

10.1 Income taxesComponents of income tax expenses1,000 CHF 08/09 07/08

Current income tax 103 1,266

Adjustments for income taxes relating

to a different accounting period 29 – 41

Deferred income tax expenses – 1,213 – 322

Total debited against the income statements – 1,081 903

Neither in the current year nor in aggregate are there taxes that

relate to items that were charged or credited directly to equity.

Reconciliation of the group’s effective tax rate1,000 CHF 08/09 07/08

Profi t before taxes – 10,494 3,693

Expected income tax rate 27.2 % 30.3 %

Income taxes calculated using

the applicable tax rates – 2,857 1,119

Tax effect of tax-exempt income – 5 – 25

Tax effect of non-tax-deductible

expenditures 162 71

Tax effect of income taxed

at other rates 15 27

Tax effect of non-refundable

witholding taxes 30 21

Value adjustments of deferred taxes capitalised

to date on tax losses carried forward

or temporary discrepancies 91 0

Subsequent capitalisation of unreported

deferred taxes on tax losses carried

forward or temporary discrepancies 0 – 261

Expiry of tax losses carried forward

on which deferred taxes were capitalized 33 162

Tax losses in the current year for which

no deferred taxes are capitalised 1,427 – 210

Changes in the tax rate – 45 33

Subsequent tax charges

/tax relief for previous years 53 – 41

Other 15 7

Total – 1,081 903

Effective income-tax rate 10.3 % 24.5 %

The anticipated income-tax rate is a weighted average that takes

into account the probable rates at which profi ts of the individual

Group companies will be taxed in the respective tax jurisdictions.

10.2 Composition of the deferred tax assets and liabilities

Deferred tax assets1,000 CHF 08/09 07/08

Property, plant and equipment 222 183

Current assets 538 499

Provisions 251 276

Payables 40 96

Subtotal 1,051 1,054

thereof not recognised 0 0

Losses carried forward / Tax credits 1,358 669

Total deferred tax assets 2,409 1,723

Deferred tax liabilities1,000 CHF 08/09 07/08

Other fi xed assets 0 22

Current assets 177 416

Provisions 0 33

Liabilities 1 16

Total deferred tax liabilities 178 487

of which recognised in the balance sheet as:

Deferred tax liabilities – 178 – 487

Deferred tax assets 2,409 1,723

Net deferred tax assets 2,231 1,236

It is not expected that distributions by the Group and affi liated

companies will generate signifi cant additional tax liabilities. The

Infranor Group does not make provision for taxes on possible

future distributions of profi ts retained by Group companies as

these amounts are treated as permanently reinvested.

10.3 Tax losses and tax credits brought forward

As of 30 April, 2009, individual subsidiaries had brought forward

unrecognised tax loss carry forwards totalling 24.57 million CHF

(previous year: 10.04 million CHF) that can be set off against

taxable earnings in future fi nancial years. In this respect, deferred

tax assets are taken into account only to the extent that it is

probable that future taxable profi ts will be available and can be

utilised against the deferred tax assets.

1180.indd 461180.indd 46 17.07.2009 17:08:0717.07.2009 17:08:07


These will expire on the following dates:

Tax losses / tax credits for which no deferred taxes are capitalised1,000 CHF 08/09 07/08

Expire in 1 year 342 312

Expire in 2 – 3 years 118 680

Expire in 4 – 7 years 14,649 727

Expire in more than 7 years 791 2,721

No expiry date 8,656 5,597

Total 24,556 10,037

11. Financial liabilities

11.1 Current fi nancial liabilities1,000 CHF 30.04.09 30.04.08

Bank overdrafts 4,432 2,409

Bank loans, falling due within one year 5,176 2,216

Total current liabilities due to banks 9,608 4,625

Liabilities from

derivative fi nancial instruments 0 2

Loans from government institutions 68 129

Obligations under fi nance leases,

falling due within one year (note 11.4) 471 373

Total current interest-bearing liabilities 10,147 5,129

The increase in current fi nancial liabilities can be attributed to the

requirement to fi nance the effects of the restructuring pro-

gramme.

Current liabilities due to banks by currency with average interestrates1,000 CHF 30.04.09 Effective 30.04.08 Effective

interest interest

rates rates

CHF 5,099 4.31 % 1,494 4.81 %

EUR 4,358 4.90 % 3,049 6.17 %

USD 55 3.15 % 82 5.85 %

GBP 96 3.25 % 0 n / a

Total 9,608 4.53 % 4,625 5.62 %

In view of the fi nancial situation of the Group, a standstill agree-

ment with a credit line of 6.66 millon CHF under the lead of Credit

Suisse and two other Swiss Banks was agreed as of 30 April, 2009.

Under the terms of this agreement, the banks are comitted to

maintain the credit facilities until 30 June, 2010 provided the

following loan covenants will be met in each quarter until

30 June, 2010 :

Net Debt to Equity Ratio

Declining by quarter: 55%/55%/43%/35%

Net Sales

Increasing by quarter in millon CHF: 8/8.5/10/11

–

–

EBITDA

Increasing by quarter in per cent of total sales: 3/4/10/13

Refi nancing of the convertible bond due in December 2009.

Injection of additional funds to be agreed until end of September

2009. See also note 34.

All Swiss banks have received a joint security from Infranor Inter

Ltd. to the amount of the credit limit granted to subsidiaries of

Infranor Inter Ltd. Loan agreements with foreign banks are on the

basis of assignments of individual accounts receivable and of

unsecured loans guaranteed by Infranor Inter Ltd.

11.2 Subordinated convertible bond1,000 CHF 30.04.09 30.04.08

Par value of subordinated convertible bond

at issue date 9,000 9,000

./. Share of equity portion – 13 – 33

./. Share of transaction costs – 7 – 18

Fair value 8,980 8,949

./. Bonds converted cumulatively – 5,680 – 5,620

Carrying value current 3,300

Carrying value non current 3,329

On 18 December, 2002, the shareholders of Infranor Inter Ltd

subscribed to a subordinated, seven-year convertible bond for a

total amount of 9 million CHF. The bond carries a coupon of

5 per cent. Bondholders are entitled to convert four bonds, each

with a par value of 10 CHF, into one new Infranor Inter Ltd bearer

share with a par value of 20 CHF, between 16 June, 2003, and

11 December, 2009.

After fi ve years, i. e. from 18 December, 2007, the issuer may

repay the bond at any time prior to maturity at onwards par plus

accrued interest, subject to a notice period of 30 calendar days

(hard call).

After 16 June, 2003, the issuer may repay the bond at any time

prior to its maturity, at par plus accrued interest, subject to a

notice period of 30 calendar days, and provided there is at least

one transaction in the issuer’s shares on the SIX Swiss Exchange

on at least 45 out of 90 trading days after 16 June, 2003, and the

closing price on at least 45 of these 90 trading days is at least

80 CHF. Notice must be given within the twenty trading days

directly following the aforementioned time period of 90 trading

days (soft call).

The company will refi nance the repayment of the remaining

convertible bond with additional equity or equity-like loans and is

currently in negociations with providers of new funds. Until the

date of issuance of these fi nancial statements, letters of intent to

provide new funds of total 1.8 million CHF have been received

and 1.5 million CHF shareholder’s loan are already paid in to

secure the repayment of the convertible bond on 18 December

2009.

–

–

–

1180.indd 471180.indd 47 17.07.2009 17:08:0717.07.2009 17:08:07



11.3 Non-current fi nancial liabilities1,000 CHF 30.04.09 30.04.08

Long-term bank loans (1 – 5 years) 37 0

Total long-term bank liabilities 37 0

Loans from government institutions (1 – 5 years) 68 146

Obligations under fi nance leases (1 – 5 years) 738 977

Total long-term interest-bearing liabilities 843 1,123

For information on covenants, please refer to note 11.1. The

effective interest rate on the long-term bank liabilities in euros for

the countervalue of 0.04 million CHF was 6.3 per cent (previous

year 6.0 per cent).

11.4 Obligations from fi nance leasing1,000 CHF 30.04.09 30.04.08

- in one year 491 423

- in 2 – 5 years 778 1,035

Total minimum lease payments 1,269 1,458

./. future fi nancial expenses – 60 – 108

Total present value of payments 1,209 1,350

Presentation in the balance sheet

- up to one year (in short-term

interest-bearing liabilities) 471 373

- 2 – 5 years (in long-term

interest-bearing liabilities) 738 977

Total present value of minimum leasing payments 1,209 1,350

The obligations under fi nance leases contain mainly the factory

plant of Infranor SAS (former Infranor Electronics SAS) in Lour-

des and the production machinery of Mavilor Motors SA in Sta.

Perpetua de la Mogoda/Barcelona.

A new subordinated shareholders’ loan from Perrot Duval

Holding Ltd. has been agreed as of 29 April, 2009 with a duration

until 31 December, 2012 at an interest rate of 9,2 per cent.

11.5 Collateralised debt obligation "CDO PULS1 2006 – 1",2006 – 131,000 CHF 30.04.09 30.04.08

Par value of subordinated CDO

2006 – 13 at issue date 8,300 8,300

./. Share of transaction costs – 134 – 164

Book value 8,166 8,136

The subordinated CDO holder is described on page 41. The term

is from 25 July, 2006, to 13 July, 2013.The nominal interest rate is

fi xed at 7.26 per cent for the entire period, and the effective rate is

at 7.75 per cent. The agreed covenants for the CDO are as follows:

Level of debt less than 250 per cent (ratio of: a) total liabilities

disregarding the total par value of the CDO but plus other subor-

dinated debt instruments, and b) shareholders’ equity taking the

CDO into account.)

Interest coverage of more than 100 per cent (ratio EBITDA/net

fi nancing costs)

The borrower is Infranor Holding SA, the subholding for the

Infranor Division. Infranor Inter Ltd has issued a joint security for

the amount of the collateralised debt obligation in favour of the

lender.

Due to the negative EBITDA as of 30 April, 2009, the company has

received a waiver for the defaulted convenant. No changes of the

convenant were agreed other than the additional conditions that:

no dividends shall be paid to shareholders before the presenta-

tion of the 2009/2010 fi nancial year;

a standstill agreement with the banks can be reached;

the pari passu clause and additional reporting requirements will

be met.

At the date of issuance of these fi nancial statements, the add-

itional conditions were met.

11.6 Shareholders’s loan

A new subordinated shareholders’ loan was granted by Perrot

Duval Holding SA as of 29 April, 2009 with a duration until

31 December, 2012 bearing an interest rate of 9.2 per cent. The

shareholder’s loan was increased by 0.5 million CHF up to 1.5

million CHF at the end of May 2009.

12. Trade accounts payable by currency1,000 CHF 30.04.09 30.04.08

CHF 1,006 1,935

EUR 2,767 4,770

USD 8 102

CNY 8 273

Total trade accounts payable 3,789 7,080

13. Other current liabilities1,000 CHF 30.04.09 30.04.08

Other liabilities / VAT 913 414

Commissions 203 389

Subtotal fi nancial instruments 1,116 803

Customers’ prepayments 40 117

Total 1,156 920

–

–

–

–

–

1180.indd 481180.indd 48 17.07.2009 17:08:0717.07.2009 17:08:07


14. Accruals and deferred income1,000 CHF 30.04.09 30.04.08

Personnel costs cash-fl ow relevant 1,645 2,944

Cost of materials / overhead 1,002 1,641

Interest 105 109

Subtotal fi nancial instruments 2,752 4,694

Personnel costs

not cash-fl ow relevant 427 427

Total 3,179 5,121

15. Short-term provisions1,000 CHF Warran- Legal Restruc- Total Total

ties cases turing 08/09 07/08

As at 1.5. 734 153 160 1,047 735

Currency translation

differences – 31 – 1 – 41 – 73 – 34

Utilised – 1,137 0 – 29 – 1,166 – 1,238

Reversed

through profi t &

loss 37 – 147 104 – 6 – 179

Provided

through profi t &

loss 1,060 0 4,219 5,279 1,763

As at 30.4. 663 5 4,413 5,081 1,047

The provisions for warranties were provided for repairs and for

replacing defective products. They are based fi rstly on a cost

estimate based on known facts, and secondly on experience,

particularly with respect to the cost of further development work

on newly launched products.

The restructuring provisions are the remaining costs occurred by

the restructuring programme that is in progress and will be

completed before December 2009.

The previous legal dispute was settled out of court with some

windfall for Infranor.

16. Long-term provisions1,000 CHF Employee Employee Total Total

benefi t benefi t 08/09 07/08

obligations obligations

not fi nanced

fi nanced by plan

by plan assets

assets

As at 1.5. 433 188 621 833

Currency translation

differences – 30 – 30 – 7

Reversed

through profi t & loss – 15 – 15 – 307

Provided

through profi t & loss – 58 102 44 102

As at 30.4. 330 290 620 621

The anticipated outfl ow of funds provided for employee benefi t

obligations extends over a period of twenty years.

17. Pension plans

The Group operates various employee benefi t plans in and

outside of Switzerland for employees that satisfy the participation

criteria. These plans include defi ned-benefi t plans as well as

defi ned-contribution plans that cover the employees of the Group

for death, disability and retirement.

Benefi ts are usually dependent on one or more factors such as

the number of years the employee was covered in the plan, age,

pensionable salary and to some extent on the accumulated

old-age capital. The assets of the funded pension plans are held

within separate foundations or insurances and may not revert to

the employer.

Defi ned-benefi t pension plans

The following amounts were recorded in the income statement

(see also note 21.1) as personnel costs:

Employee benefi t expenses1,000 CHF 08/09 07/08

Current service cost 523 436

Interest cost 471 381

Expected return on plan assets – 543 – 529

Prior service cost / (gain) recognised in year 64 64

Net actuarial losses (gains) recognised 0 – 2

Curtailments – 2 0

Current service costs 513 350

Actual return on plan assets – 1,141 – 60

Changes in the present value of the defi ned benefi t obligation:1,000 CHF 30.04.09 30.04.08

Defi ned benefi t obligation as of 1.5. 13,915 13,189

Current service cost 523 436

Plan participants’ contributions 456 540

Interest cost 471 381

Benefi t payments and

net transferrals – 402 – 816

Benefi t payments by employer – 28 – 15

Actuarial (gains) / losses – 29 206

Past service cost 0 0

Exchange differences – 29 – 6

Curtailments – 1,370 0

Closing defi ned benefi t obligation 13,507 13,915

1180.indd 491180.indd 49 17.07.2009 17:08:0717.07.2009 17:08:07



Changes in the fair value of plan assets1,000 CHF 30.04.09 30.04.08

As at 1.5. 12,526 12,322

Plan participants’ contributions 456 540

Contributions by employer 456 540

Benefi t payments and net transferrals – 402 – 816

Expected return on plan assets 543 529

Actuarial gains or (losses) – 1,684 – 589

As at 30.4. 11,895 12,526

The pension assets on 30 April, 2009, do not include any shares

of Infranor Inter Ltd. The pension assets contain no real estate

used by the Group or other assets used by the Group. The antici-

pated employer contributions for the fi scal year 2009/10 amount

to 0.4 million CHF.

Amount recognised in the balance sheet1,000 CHF 30.04.09 30.04.08

Present value of funded obligation 13,177 13,482

Fair value of plan assets – 11,895 – 12,526

Under-/(Over-)funding 1,282 956

Present value of unfunded obligations 330 433

Unrecognised prior service benefi t/(cost) – 96 – 209

Unrecognised net gains/(losses) – 896 – 559

Net liability 620 621

The following principal assumptions form the basis for the

actuarial calculation:

Actuarial assumptions usedAssumptions for defi ned benefi t obligations 30.04.09 30.04.08

Discount rate 3,5 % 3,4 %

Future salary increases 3,0 % 2,9 %

Future pension indexations 0,7 % 0,7 %

Assumptions for expenses 08/09 07/08

Discount rate 3,5 % 3,0 %

Expected return on plan assets 4,3 % 4,3 %

The pension assets consist of the following essential asset

classes:

Asset classes2009 Expected 2008 Expected

in % return in % return

Equities 20 6,8 % 23 7,2 %

Bonds 35 3,5 % 37 3,4 %

Real estate 4 4,5 % 3 4,5 %

Alternative investments 9 6,8 % 8 7,2 %

Others including cash 32 2,5 % 29 2,5 %

Total 100 100

08/09 07/08

Average return

on pension assets 4,2 % 4,4 %

The following table shows how the actual development of benefi t

obligations and plan assets, the surplus or defi cit in the plan as

well as the experience adjustment arising on the plan liabilities

and plan assets.

Experience adjustments as of 30.4.1,000 CHF 2009 2008 2007 2006

Defi ned benefi t obligation 13,507 13,915 13,189 7,401

Fair value of plan assets – 11,895 – 12,526 – 12,322 – 7,942

Defi cit / (surplus) 1,612 1,389 867 – 541

Experience adjustments

on plan liabilities – 7 – 417 297 – 146

Experience adjustments

on plan assets – 1,684 – 589 – 24 528

Defi ned-contribution pension plansThe Group contributes to several defi ned contribution pension

plans. The expense to be recognised corresponds to the amount

of contributions paid by the employer.

1,000 CHF 08/09 07/08

Company contributions 85 203

The expected contributions by the employer in 2009/10 will be in

percentage in the same range as those in the business year

under review, however in absolute fi gures considerably smaller

due to the lower headcounts.

1180.indd 501180.indd 50 17.07.2009 17:08:0817.07.2009 17:08:08


18. Shares and share capital

18.1 Shares Number of issued bearer shares 08/09 07/08

each with a par value of 20 CHF

As at 1.5. 775,496 642,925

Bonds converted into bearer shares 1,500 132,571

As at 30.4. 776,996 775,496

of which own stock 11,110 11,110

* Acquisition cost

18.2 Share capital CHF 30.04.09 30.04.08

Share capital 15,539,920 15,509,920

Conditional share capital 3,510,080 3,540,080

of which allocated for convertible bond – 1,660,080 – 1,690,080

Remaining conditional share capital 1,850,000 1,850,000

The Infranor Inter Ltd shares held by the company itself (treasury

shares) are deducted from equity (see also the consolidated

statement of changes in equity on page 31). The Board of Direc-

tors is entitled to increase the share capital by a maximum

amount of 3.51 million CHF by issuing 87,752 bearer shares with

a nominal value of CHF 20. However, 41,502 shares are reserved

for the potential conversion of the convertible bond. The remain-

ing shares are restricted for the conversion of bank debts.

19. Impact of foreign currencies on the income statementChange as against the previous year 30.04.09 30.04.08

Net sales – 2.8 % 0.1 %

EBITDA – 5.8 % – 1.6 %

20. Net sales

20.1 Net sales by products1,000 CHF 08/09 07/08

Servo-motors 17,956 23,369

Servo-amplifi ers 14,234 19,221

Controls 14,607 22,672

Traded products 2,751 4,363

Service, spare parts, repairs 4,502 5,939

Total net sales 54,050 75,564

20.2 Net sales by sector1,000 CHF 08/09 07/08

Industrial manufacturing 58 % 57 %

Industrial handling and assembly 14 % 16 %

Processing industry 5 % 6 %

Packaging 4 % 4 %

Other 19 % 17 %

Total net sales 100 % 100 %

21. Personnel costs

21.1 Personnel costs1,000 CHF 08/09 07/08

Wages and bonuses 18,671 20,406

Development cost capitalised – 86 – 270

Share-based payments 0 0

Cost of defi ned benefi t pension plans

as per note 17 513 350

Social security and other personnel costs 4,395 4,797

Total personnel costs 23,493 25,283

21.2 Number of employees by region08/09 07/08

Switzerland 42 72

Europe excl. Switzerland 107 177

North America 6 23

Asia 22 27

Total 177 299

The reduction of headcount is due to the restructuring pro-

gramme. The reduced personnel costs compared to prior year

was impacted by the weaker Euro.

21.3 Number of employees by role08/09 07/08

Sales, engineering, service 51 92

Production 71 115

Research and development 30 47

Administration 25 45

Total 177 299

21.4 Average number of employees and personnel costs08/09 07/08

Average number of employees

during the fi nancial year 238 299

Personnel costs in 1,000 CHF 23,493 25,283

Personnel costs per employee in 1,000 CHF 98.7 84.7

1180.indd 511180.indd 51 17.07.2009 17:08:0817.07.2009 17:08:08



21.5 Option planNumber of options 08/09 07/08

(1 option gives right to 1 bearer share of Infranor Inter Ltd.)

Outstanding at the beginning of the period 4,660 5,410

Issued 0 0

Exercised during the period 0 0

Expired / cancelled during the period – 332 – 750

Outstanding at the end of the period 4,328 4,660

Average strike price of outstanding options 40.80 49.07

Options with a sales restriction period

of 0 to 3 years 1,700 2,600

Exercisable within 1 year 300 332

Exercisable within 1 to 5 years 2,328 2,028

Exercisable within 5 to 8 years 1,700 2,300

Average remaining contractual life in years 4 8

Number of options “in the money” 0 2,628

Number of options “out of money” 4,328 2,032

The employee’s stock option plan is described on page 42. The

options cannot be covered by the conditional share capital.

Consequently, the company may be holding treasury shares to

cover these option rights.

22. General and administrative costs1,000 CHF 08/09 07/08

Administrative costs 1,080 1,323

IT costs 257 302

Travel costs 535 426

Consultancy & service fees 459 445

Audit fees 341 429

Services from related companies 449 498

Services to related parties – 39 – 33

Total general and administrative costs 3,082 3,390

23. Sales costs1,000 CHF 08/09 07/08

Marketing 143 180

Exhibitions 186 133

Commission 316 587

Representative offi ce 225 1

Travel expenses 851 1,146

Miscellaneous 135 136

Total sales costs 1,856 2,183

24. Other operating expenses

24.1 Details on other operating expenses1,000 CHF 08/09 07/08

Production and engineering expenses 1,785 2,042

Costs relating to a different accounting period 62 45

Restructuring costs 5,045 283

Rental costs 1,586 1,390

Rental costs related party 362 341

Warranty costs 831 1,016

Accounts receivable losses & bad debt allowances 156 232

External R&D costs, trademarks, patents 1,398 631

Capitalized product launching costs – 710 – 131

Total other operating expenses 10,515 5,849

Restructuring costs by country

Switzerland 1,343 218

Germany 879 0

Netherlands 161 65

England 177 0

France 690 0

Spain 1,074 0

USA 421 0

China 300 0

Total restructuring costs 5,045 283

Restructuring costs by nature

Moving locations & closing costs 184 0

Obsolete leases and

additional write off of installations 712 0

Indemnities / payroll of

non contributing laid-off staff 3,532 283

Legal costs, consultant costs 350 0

Sale costs for Automotion 267 0

Total restructuring costs 5,045 283

The Group had to roll-out a restructuring plan in the last quarter

of 2008/09 with the effects of lay-offs, closing location and mov-

ing businesses, closing or merging companies and selling one

operational business (Automotion Inc.). The effects of all those

actions have been accrued and it is foreseen, that with some

exceptions, the restructuring will be completed before end of the

fi rst semester of 2009/10. The objective of the restructuring

programme was to reduce the break-even to a level in 2009/10 at

which the company can generate a small profi t under the as-

sumption that the world economy will start to recover in autumn

2009.

1180.indd 521180.indd 52 17.07.2009 17:08:0817.07.2009 17:08:08


The R&D item in the income statement shows only external

research and development costs including prototyping costs as

well as current costs for trademark and patent rights. In the

current accounting period, 0.71 million CHF (previous year: 0.13

million CHF) in external costs were capitalised for the products

launched (in accordance with IAS 38.57 f). The total research and

development costs are allocated to various items in the income

statement and break down as follows:

24.2 Total research and development costs1,000 CHF 08/09 07/08

Internal engineering 3,667 4,047

External engineering 310 315

Materials, tools and miscellaneous items 227 256

Patents 36 51

Total development costs 4,240 4,669

as % of net sales 7.8 % 6.2 %

25. Other operating income1,000 CHF 08/09 07/08

Commission income 352 471

Income relating to a different accounting period 250 146

Other income 257 174

Total 859 791

Sales commission for slewing rings and bearings decreased due

to the overall business situation.

Income relating to the previous accounting periods were mainly

generated by the windfall of an out-of-court settlement. An

indemnity payment for the relocation of our distribution com-

pany in Spain is shown as other income.

26. Depreciation and amortisation1,000 CHF 08/09 07/08

Depreciation of property, plant and equipment 922 1,125

Amortisation of intangible assets 697 445

Total depreciation and amortisation 1,619 1,570

The increased amortisation of intangible assets is the result of

the investment in software and product development. More

details can be found in Notes 8 and 9 on pages 44 and 45.

27. Financial result1,000 CHF 08/09 07/08

Interest income 33 59

Net foreign exchange gains 0 55

Total fi nance income 33 114

Interest expenses – 458 – 396

Convertible bond interest expense – 165 – 338

Transaction costs convertible bond – 20 – 168

Interest expense of collateralised debt obligation – 603 – 603

Collaterised debt obligation transaction costs – 31 – 31

Net foreign exchange losses – 727 0

Bank charges – 152 – 287

Total fi nance expenses – 2,156 – 1,823

Financial result – 2,123 – 1,709

28. Earnings per share

28.1 Undiluted (losses) / earnings per share08/09 07/08

Net profi t/(loss) (in CHF) – 9,412,900 2,789,840

Weighted average number of

outstanding shares 776,246 709,211

Less average number of treasury shares – 11,110 – 11,110

Number of shares on which calculation is based 765,136 698,101

Undiluted earnings per share in CHF – 12.30 4.00

28.2 Diluted earnings per shareRegarding the effects of a conversion of the convertible bond

being anti-dilutive, there are no dilutive effects in 2008/09. Last

year, the diluted earnings per share was calculated at 3.64,

resulting from the adjusted earnings of CHF 3.28 million and

adjusted number of shares 899,999.

29. Contingent liabilities1,000 CHF 30.04.09 30.04.08

Guarantees provided by Infranor Inter Ltd.

for banks and landlords 1) 12,356 12,753

Infranor Inter Ltd. guarantee for collateralised

debt obligation PULS 2006 – 13 1) 8,300 8,300

Guarantees provided to third parties 1) 90 90

Total 20,746 21,143

As of 30 April, 2009, Group companies drew on bank credit lines,

which are guaranteed by Infranor Inter Ltd, in the amount of 6.6

million CHF (previous year 3.2 million CHF). Furthermore, the

bank credit lines (with and without guarantees from Infranor Inter

Ltd.) of all Group companies, including bank discount limits,

amounted to a total of 14.6 million CHF (previous year: 20.1

million CHF).

1) All in favour of subsidiaries.

1180.indd 531180.indd 53 17.07.2009 17:08:0817.07.2009 17:08:08



30. Pledged assets1,000 CHF 30.04.09 30.04.08

Assignment of individual accounts receivable 554 663

Total 554 663

The Spanish engineering company (last year also the French

companies) fi nance their current assets partially through assign-

ment of receivables and discounted bills and checks.

31. Off-balance sheet obligations under operating leases andrental agreements1,000 CHF 30.04.09 30.04.08

Obligations

– due within one year 842 1,119

– due in 1 to 5 years 2,760 3,350

– due over 5 years 864 1,178

Total 4,466 5,647

The obligations consist almost exclusively of rental contracts

for buildings used by the Group. The longest rental contract has

seven years to run and was drawn up for the Cybelec SA build-

ing. The remaining rent obligation for this contract amounts to

3.0 million CHF.

32. Transactions with related parties1,000 CHF 08/09 07/08

Gross salaries, bonuses, fees 427 975

Social charges & pension charges

paid by employer 3 48

Share-based compensation 0 0

Other compensation 10 3

Compensation paid to executive members

of the Board of Directores 440 1,026


Social charges &

pension charges paid by employer 9 2


Compensation paid to non-executive members

of the Board of Directors 102 42


Social charges & pension charges

paid by employer 127 97


Compensation paid to other

Group Management members 1,002 827

Total compensation 1,544 1,895

The detailed information required by Section 663b bis of the

Swiss Code of Obligations on management compensation is

disclosed in the separate fi nancial statement of Infranor Inter Ltd

on pages 65 and 66.

In the 2008/09 fi nancial year, the Group had fi ve executive com-

pany offi cers (executive members of the Board of Directors and

other members of Group Management) of which one person was

an offi cer for six months. In the previous year there were fi ve

executive offi cers, of which one person was an offi cer for three

months. The compensation for Martin Bölsterli is regulated in a

management agreement with the consulting company of Martin

Bölsterli, Zug. The option plan for Martin Bölsterli elapsed on

30 April, 2007, and was not renewed. There are no employment

contracts with non-standard periods of notice (more than one

year) or with severance-payment arrangements. No compensation

has been paid to former offi cers. Compensation is paid to new

members of Group Management pro rata temporis.

Other transactions1,000 CHF 08/09 07/08

Rent to companies of the Perrot Duval Group 362 341

Management services provided by Perrot Duval

Management Ltd. 410 498

Management services provided

by ISA Management S.A.

to Perrot Duval Group – 39 – 33

Legal advice provided by Board member

Dr. iur R. Müller 37 13

All transactions have been conducted at arm’s length. Apart from

the above-mentioned compensation, no further monetary pay-

ments were made.

33. Share ownership

As the main shareholder, Perrot Duval Holding SA held 78.1 per

cent of the share capital (previous year: 74.0 per cent plus subsid-

iary Bleu-Indim 4.7 per cent). There are no other shareholders

with more than 3 per cent of the voting rights (in accordance with

Section 663c of the Swiss Code of Obligations).

The Board of Directors and Group Management held a total of

3,510 shares (0.5 per cent) in Infranor Inter Ltd. as of 30 April,

2009 (no changes versus previous year).

The Board of Directors of Infranor Inter Ltd. has no knowledge of

close members of the family of members of the Board of Direc-

tors or Group Management who are shareholders in Infranor

Inter Ltd.

1180.indd 541180.indd 54 17.07.2009 17:08:0917.07.2009 17:08:09


34. Events after the balance sheet date

On 15 May, 2009, the Group announced a change in and reduc-

tion of the Group Management as part of the restructuring

programme launched in the second semester 2008/09 in order to

adapt the cost structures to the reduced sales volume. Please see

page 20 Corporate Governance. The fi nancial statements have

been prepared on a going concern basis which the Directors and

the Group Management believe to be appropriate.

Because of the strong economic downturn worldwide with the

negative impact on the net sales of the group, in June 2009,the

management reviewed the going concern issue again and con-

cluded that due to the very strong technical tie with our custom-

ers, the lack of loss of customers and the signifi cant lower break

even point thanks to the restructuring measures taken, that the

Group’s ability to continue as a going concern was not in doubt

in the rebounce of the world economy.

The restructuring programme can be fi nanced with cash availa-

ble. The major shareholder granted a shareholder’s loan of 1

million CHF in April 2009. This loan was increased by

0.5 million CHF in May 2009. At the date of the issuance of this

annual report, letters of intent to invest 1.8 million CHF into

Infranor have been received and together with the above-men-

tioned shareholder’s loan, the repayment of the convertible bond

on 18 December 2009 is secured.

With the major banks, a standstill agreement until end of June

2010 was reached as set out in the note 11 on page 47. On 10 July

2009, an addendum to the standstill agreement was put in place,

whereby the Swiss banks agreed, that they will not require an

additional cash injection of 1 million CHF. On the other hand, the

group had paid back until end of June an additional 1.28 mil-

lion CHF earlier than foreseen and has agreed to a reduction of

the credit line as of July 10 also of 1.28 million CHF.

The actual condition of the automation industry at the date of

issuance these fi nancial statements, despite some positive

signals from China and the USA, does not yet give a visibility of

the business development in the next 12 months. In case of a

further decline of business volume, the Company will not hesitate

to take further actions in order to adapt the business structure

accordingly.

Between the balance sheet date and the date of publication of

this Annual Report, no other events occurred which could have a

material impact on the consolidated fi nancial statements for

2008/09.

35. Approval of the annual fi nancial statements

The consolidated annual fi nancial statements were authorised for

issue by the Board of Directors of Infranor Inter Ltd. at its meet-

ing on 9 July, 2009 and by notational voting using written circula-

tion on 14 July, 2009. The Board of Directors will recommend to

the Annual Shareholders’ Meeting on 10 September, 2009, that

the annual fi nancial statements be approved.

1180.indd 551180.indd 55 17.07.2009 17:08:0917.07.2009 17:08:09


Report of the Statutory Auditor

1180.indd 561180.indd 56 17.07.2009 17:08:0917.07.2009 17:08:09


1180.indd 571180.indd 57 17.07.2009 17:08:1117.07.2009 17:08:11

1181.indd 581181.indd 58 17.07.2009 17:10:1617.07.2009 17:10:16

Infranor Inter Ltd. Financial Report

60 Balance Sheet

61 Income Statement

62 Notes to the Annual Financial Statements

68 Report of the Statutory Auditor

1181.indd 591181.indd 59 17.07.2009 17:10:1617.07.2009 17:10:16

60Infranor Inter Ltd. Financial Report 2008/2009

Balance Sheet of Infranor Inter Ltd.

CHF Note 30.04.09 % 30.04.08 %

Assets

Current assets

Cash and cash equivalents 1,112,930 4.7 1,007,101 3.5

Treasury shares 1 299,415 1.2 443,291 1.6

Other receivables 2 19,822 0.1 17,600 0.1

Deferred charges 3 4,688 0.0 5,360 0.0

Total current assets 1,436,855 6.0 1,473,352 5.2

Fixed assets

Investments 4 20,600,000 85.7 21,636,828 76.3

Loans to Group companies 5 2,000,000 8.3 5,260,000 18.5

Total fi xed assets 22,600,000 94.0 26,896,828 94.8

Total assets 24,036,855 100.0 28,370,180 100.0

Liabilities

Current liabilities

Current liabilities 6 12,466 0.1 27,273 0.1

Loans from Group companies 7 0 0.0 200,000 0.7

Subordinated convertible bond 2002 – 2009 9 3,320,160 13.8 0 0.0

Accruals and deferred income 8 277,271 1.1 344,401 1.2

Total current liabilities 3,609,897 15.0 571,674 2.0

Long-term liabilities

Subordinated convertible bond 2002 – 2009 9 0 0.0 3,380,160 11.9

Shareholder’s loan subordinated 2009 – 2012 9 1,000,000 4.2 0 0.0

Total long-term liabilities 1,000,000 4.2 3,380,160 11.9

Shareholders’ equity

Share capital 10, 11 15,539,920 64.7 15,509,920 54.7

Legal reserve 12 4,665,420 19.4 4,485,420 15.8

Reserve for treasury shares 12 467,128 1.9 467,128 1.6

Balance brought forward from previous year 12 2,277,106 9.5 4,683,310 16.5

Increase in holding of treasury shares 12 0 0.0 0 0.0

Loss for the year 12 – 3,522,616 – 14.6 – 727,432 – 2.6

Unappropriated retained losses / earnings 12 – 1,245,510 – 5.2 3,955,878 14.0

Total shareholders’ equity 12 19,426,958 80.8 24,418,346 86.1

Total liabilities and shareholders’ equity 24,036,855 100.0 28,370,180 100.0

1181.indd 601181.indd 60 17.07.2009 17:10:1617.07.2009 17:10:16


Income Statement of Infranor Inter Ltd.

CHF Note 08/09 % 07/08 %

Income from investments 13 2,190,000 86.5 1,942,772 79.6

Financial income 14 341,141 13.5 496,443 20.4

Total income 2,531,141 100.0 2,439,215 100.0

General and administrative costs 15 – 578,312 – 22.8 – 407,677 – 16.7

Write-downs on investments and

loans to Group companies 16 – 5,156,828 – 203.8 – 2,398,623 – 98.3

Financial expenses 17 – 318,617 – 12.6 – 360,347 – 14.8

Profi t before taxes – 3,522,616 – 139.2 – 727,432 – 29.8

Income taxes 0 0.0 0 0.0

Loss for the year – 3,522,616 – 139.2 – 727,432 – 29.8

1181.indd 611181.indd 61 17.07.2009 17:10:1617.07.2009 17:10:16


Notes to the Annual Financial Statements

Balance Sheet

1. Treasury shares08/09 07/08

Number CHF* Number CHF*

Balance as at 1.5. 11,110 443,291 11,110 443,291

Additions 0 0 0 0

Disposals 0 0 0 0

Balance as at 30.4. 11,110 299,415 11,110 443,291

* Acquisition cost

The holding of treasury stock is used to cover an options

programme that expired on 30 April, 2007, and was not extended.

Further details can be found in note 21.5 on page 52 of the con-

solidated annual fi nancial statement.

2. Other receivables

Only withholding-taxes recoverable are shown under this

heading.

3. Deferred charges

The deferred charges mainly consist of accruals for the cost of

the listing at the SIX Swiss Exchange.

4. Investments

Companies Number of Currency Par value Nom. share Interest 30.04.09 30.04.08

shares per share capital % 1,000 CHF 1,000 CHF

in 1,000

Cybelec S.A., CH-Yverdon-les-Bains 250 CHF 1,000 250 100 10,000 12,405

Infranor Holding S.A.

CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 9,032

ISA Management S.A., CH-Coppet 0 CHF 0 0 0 0 200

Total net carrying amount 20,600 21,637

Cybelec S.A. is the parent company of the Cybelec division with

development, production, engineering and sales functions.

Cybelec S.A. has two 100 per cent subsidiaries, one in China and

one in Italy.

Infranor Holding S.A. is the holding company of the Infranor

division and includes also the operational Infranor group man-

agement activities after the absorbtion of the group management

company, ISA Management S.A. as of 30 March 2009. Infranor

Holding S.A. owns eight 100 per cent subsidiaries, further details

see page 34.

The investments are subjected to an annual impairment test

using DCF methods on the balance sheet date. An impairment

loss was recognised in 2009 for the investment in Cybelec SA as

well as in the Infranor Holding SA (see note 16). This was due to

the aggravation of the economic situation and the outlook of the

participation and its subsidiaries.

The share capital of Infranor Holding SA was increased by 4.12

million CHF by conversion of loans.

1181.indd 621181.indd 62 17.07.2009 17:10:1717.07.2009 17:10:17


5. Loans to Group companiesCHF 30.04.09 30.04.08

Infranor Holding S.A., CH-Coppet 1,000,000 3,460,000

Cybelec S.A., CH-Yverdon-les-Bains 1,000,000 1,800,000

Total 2,000,000 5,260,000

The previous year’s loan to Infranor Holding SA and an add-

itional loan of 2008/09 were converted into share capital. A new

loan of 1 m CHF was granted to Infranor Holding SA in April 2009

to help to maintain enough liquidity within the division. Cybelec

SA could partially pay back its loan.

6. Current liabilitiesCHF 30.04.09 30.04.08

Accounts payable 12,465 19,243

Accounts payable Group 1 8,030

Total 12,466 27,273

7. Loans from Group companiesCHF 30.04.09 30.04.08

ISA Innovations S.A., CH-Coppet 0 200,000

Total 0 200,000

8. Accruals and deferred incomeCHF 30.04.09 30.04.08

Annual report and annual shareholders’ meeting 56,997 168,645

Interest on convertible bonds 60,870 60,658

Auditing / actuary costs 72,000 74,544

Restructuring costs 40,000 0

Taxes / miscellaneous 47,404 40,554

Total 277,271 344,401

9. Subordindated loans 9.1. Short-term convertible bond 2002 – 2009CHF 30.04.09 30.04.08


as at 1.5. 3,380,160 8,683,000

Converted – 60,000 – 5,302,840

Paid back 0 0


as at 30.4. 3,320,160 3,380,160

9.2. Long-term shareholder’s loanCHF 30.04.09 30.04.08

Subordindated shareholder’s loan 2009 – 12

Perrot Duval Holding S.A. Geneva 1,000,000 0

Total subordinated shareholder’s loan 1,000,000 0

A seven-year subordinated convertible bond was issued on

18 December, 2002 and is due for cash settlement on 18 Decem-

ber, 2009. The bond carries a coupon of 5 per cent. Bondholders

are entitled to convert four bonds, each with a par value of

10 CHF, into one new Infranor Inter Ltd. bearer share with a par

value of 20 CHF between 16 June, 2003, and 11 December, 2009.

According to point 5.3 of the terms of the bond issue, the bond

may, under certain conditions, be repaid at par, in part or in full,

from 16 June, 2003, onwards. According to point 5.2, the bond

may be repaid unconditionnally by the issuer, at any time prior to

maturity at par plus accrued interest from 18 December, 2007,

subject to a notice period of 30 calendar days.

A new subordinated shareholders’ loan from Perrot Duval

Holding SA has been granted as of 29 April, 2009 with a duration

until 31 December, 2012 at an interest rate of 9.2 per cent.

10. Share capitalNumber of bearer shares issued 30.04.09 30.04.08

With a par value of 20 CHF no. 776,996 775,496

Share capital as at 30.4. CHF 15,539,920 15,509,920

Conditional capital (175,504 shares

with a par value of 20 CHF) CHF 3,510,080 3,540,080

Treasury shares no. 11,110 11,110

In the year under review, 6,000 convertible bonds amounting to

60,000 CHF were converted into 1,500 bearer shares at a nominal

price of 20 CHF. The premium amounted to 30,000 CHF.

The bearer shares are listed on the SIX Swiss Exchange in Zurich.

Security no. 724 910; Telekurs and Swissquote: INI; Thomson

Reuters: INI.S.

11. Share ownership

As the main shareholder, Perrot Duval Holding SA held 78.1 per

cent of the share capital (previous year 74.0 per cent and its

subsidiary Bleu-Indim SA held 4.7 per cent). There are no other

known shareholders with more than 3 per cent of the voting

rights (under Section 663c of the Swiss Code of Obligations). The

Board of Directors and Group Management held a total of 3,510

shares (0.5 per cent) in Infranor Inter Ltd. as of 30 April, 2009.

1181.indd 631181.indd 63 17.07.2009 17:10:1717.07.2009 17:10:17



12. Shareholders’ equityShare Legal Reserve Retained Total

capital reserve for treasury earnings

shares

Balance as at 1.5. 15,509,920 4,485,420 467,128 3,955,878 24,418,346

Allocation to legal reserve 150,000 – 150,000 0

Dividend – 1,528,772 – 1,528,772

Increase in share capital as a result of convertible bond 30,000 30,000 60,000

Loss for the year – 3,522,616 – 3,522,616

Balance as at 30.4. 15,539,920 4,665,420 467,128 – 1,245,510 19,426,958

Income Statement

13. Income from investmentsCHF 08/09 07/08

Cybelec S.A., CH-Yverdon-les-Bains 1,750,000 900,000

Mavilor Motors S.A., ES-Sta. Perpètua de Mogoda 0 526,772

Infranor Holding S.A., CH-Yverdon-les-Bains 360,000 360,000


ISA Management S.A., CH-Coppet 80,000 46,000

Total 2,190,000 1,942,772

14. Finance incomeCHF 08/09 07/08

Interest income

Cybelec S.A., CH-Yverdon-les-Bains 139,680 178,480

Infranor Holding S.A., CH-Yverdon-les-Bains 192,433 80,300

Infranor Holdings USA, Inc., US-Dover 0 179,477

ISA Managment S.A., CH-Coppet 0 5,959

Subtotal interest income from Group companies 332,113 444,216

Bank interest 8,160 35,542

Foreign exchange gains 868 16,685

Total 341,141 496,443

15. General and administrative costsCHF 08/09 07/08

Personnel costs 114,981 38,507

Auditing costs for holding company & Group 78,376 80,000

Tax on capital and other taxes 7,247 8,902

Publications & General Assembly 226,856 207,406

Other administrative expense 150,852 72,862

Total 578,312 407,677

16. Write-downs on investments and loans to Group companiesCHF 08/09 07/08

Write-down on loan to:

Infranor Holdings USA, Inc., US-Dover 0 – 2,557,656

Write-down on investments:

Infranor Asia Ltd, CH-Zürich 0 – 300,000

Infranor Holdings USA, Inc., US-Dover 0 – 2,000,905

Cybelec S.A., CH-Yverdon-les Bains – 2,404,826

Infranor Holding S.A., CH-Yverdon-les-Bains – 2,752,002

Recapture of depreciation:

below cost of acquisition

Cybelec S.A., CH-Yverdon-les Bains 0 2,304,940

ISA Management S.A., CH-Coppet 0 99,999


Total – 5,156,828 – 2,398,623

The revaluation of investments is explained in note 4 page 62.

17. Finance costsCHF 08/09 07/08

Interest paid on convertible bond 166,218 432,650

Change to interest accruals

for convertible bond 449 84,059

Bank interest and FX transaction loss 8,074 4,330

Subtotal fi nance costs paid to third parties 174,741 352,921

Interest ISA Innovations S.A., CH-Coppet 0 3,426

Interest Violet-Indim S.A., CH-Coppet 0 4,000

Fair value change treasury shares 143,876 0

Subtotal fi nance costs Group companies 143,876 7,426

Total 318,617 360,347

1181.indd 641181.indd 64 17.07.2009 17:10:1717.07.2009 17:10:17


18. Management compensation

Pension fund

Fixed gross Variable gross social security Other

2008/09 CHF remuneration remuneration charges remuneration Total

Board of Directors

Martin Bölsterli *) Executive Chairman 23,417 0 2,548 10,000 35,965

Nicolas Eichenberger Vice-Chairman 36,190 0 3,938 6,000 46,128

François Jaquier Member 24,656 0 2,683 3,000 30,339

Richard Müller Member 19,692 0 2,143 3,000 24,835

Francesc Cruellas *) Executive Director 0 0 0 0 0

Total 103,955 0 11,313 22,000 137,268

Group Management

Total Group Management 1,114,290 167,652 120,215 0 1,402,157

Highest individual compensation Martin Bölsterli 280,500 113,652 0 0 394,152

Pension fund

Fixed gross Variable gross social security Other

2007/08 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger Chairman 152,000 81,000 18,054 0 251,054

Martin Bölsterli *) Delegate of the Board of

Directors / CEO 0 0 0 0 0

François Jaquier Member 17,000 0 1,029 3,000 21,029

Richard Müller Member 17,000 0 1,029 3,000 21,029

Francesc Cruellas *) Executive Director 0

Total 186,000 81,000 20,113 6,000 293,113

Group Management

Total Group Management 1,094,500 350,731 126,864 29,930 1,602,025

Highest individual compensation Martin Bölsterli *) 340,000 82,500 0 0 422,500

*) Martin Bölsterli has received compensation as Chairman of the

Board. His remuneration for services as Delegate is listed under

Group Management. The remuneration of Francesc Cruellas (for 6

months, left the Group Management end of the fi rst semester

2008/09) is listed under Group Management because he doesn’t

receive any direct compensation as member of the Board of

Directors of Infranor Inter Ltd. Rainer Isenrich joined the company

at the beginning of the second semester as CEO Infranor Division

and replaced Francesc Cruellas in the Group Management.

The amounts are gross amounts and include social security

contributions that must be paid by employees. The compensation

also includes payments made by other Group companies. Com-

pensation for Martin Bölsterli is defi ned in a management agree-

ment with the sole proprietorship Martin Bölsterli, dipl. Ing. ETH,

Zug. The option plan for Martin Bölsterli elapsed on 30 April,

2007, and was not renewed. No compensation has been paid to

former members of the Board of Directors, Group Management

or related parties.

1181.indd 651181.indd 65 17.07.2009 17:10:1717.07.2009 17:10:17



19. Share ownership by Management

CHF

Bearer

shares Options

30.04.09 30.04.09

Board of Directors

Martin Bölsterli *) Executive Chairman 1,298 4,328

Nicolas Eichenberger Vice-Chairman 610 0

François Jaquier Member 450 0

Richard Müller Member 50 0

Francesc Cruellas *) Executive Director 1,102 0

Total 3,510 4,328

Other Members of Group Management

Jean-Pierre van Griethuysen CEO Cybelec Division 0 0

Rainer Isenrich CEO Infranor Division 0 0

Pius Bernet CFO 0 0

Total 0 0

CHF

Bearer

shares Options

30.04.08 30.04.08

Board of Directors

Nicolas Eichenberger Chairman 610 0

Martin Bölsterli *) Delegate of the Board of Directors / CEO 1,298 4,660

François Jaquier Member 450 0

Richard Müller Member 50 0

Francesc Cruellas *) Executive Director 1,100 0

Total 3,508 4,660

Other Members of Group Management

Jean-Pierre van Griethuysen CEO Cybelec Division 50 0

Pius Bernet CFO 0 0

Bruno Guanziroli Senior VP Sales & Marketing 0 0

Total 50 0

*) Martin Bölsterli (full year) and Francesc Cruellas (fi rst semester) are executive members of the Board of Directors. Bruno Guanziroli left the company in May 2008.

1181.indd 661181.indd 66 17.07.2009 17:10:1717.07.2009 17:10:17


2008.

20. Contingent liabilities1,000 CHF 30.04.09 30.04.08

Guarantees provided by Infranor Inter AG

for banks and landlords 12,356 12,403

Infranor Inter AG guarantee for collateralised

debt obligation PULS CDO 2006 – 1 8,300 8,300

Guarantees in favour of third parties 90 60

20,746 20,763

Bank limits were utilised by Group companies at the end of April

2009 in the amount of 6.6 million CHF (previous year: 3.2 million

CHF). As of 30 April, 2009, the credit limits of all Group compa-

nies (with and without guarantees from Infranor Inter Ltd.),

including bank discount limits, amounted to a total of 14.9 million

CHF (previous year: 20.1 million CHF).

According to Section 32 (1e) of the Swiss Value Added Tax Act,

Infranor Inter Ltd. is jointly and severally liable for all VAT owed

by Group companies in Switzerland.

21. Risk Management

Risk management takes place within the Infranor Group in

accordance with the principles and guidelines laid down by the

management. These regulate the protection against market risks

(exchange rates, interests), credit risks and liquidity risks. These

risks are further discussed below. There are also guidelines for

managing liquid assets and obtaining loans. Risk management is

aimed at minimising potentially negative effects of the fi nancial

situation.

The Board of Directors is responsible for monitoring the Group’s

internal management systems, which can manage but not elim-

inate all business risks. These systems offer adequate but not

total protection against errors and losses. Group Management is

responsible for identifying and assessing signifi cant risks for

each Group company. In addition to adopting quantitative ap-

proaches and formal guidelines – which represent just one

element of a comprehensive approach to risk management

– Group Management attaches importance to building up and

maintaining a suitable risk-management culture.

The Group’s risk policy also includes protecting against risks

through comprehensive and effi cient insurance cover as well as

through Infranor’s broad spread of customers across various

sectors of industry and geographical regions.

A comprehensive central internal control system (ICS) with an

internet-based multilingual software program support has been

implemented by the Group as of the beginning of last year.

However, due to the fact that the in the second semester the

focus of the management was to restructure the Group and to

adapt the size of the Group to the actual business volume, the

ICS could not be adapted simultaneously. As a consequence, the

local companies did not follow the revised ICS procedures as

expected. In the meantime, the system has been adjusted to the

new processes, and structures as well as the responsiblities have

had to be reallocated among the remaining staff, in order to be

able to comply fully with the internal guidelines and with Swiss

law. The Group Management reports quarterly to the Audit

Committee. The Audit Committee reviews the ICS at yearly

intervals with regard to identifying, evaluating and remedying

risks associated with business activities and adapts it to new

requirements as necessary.

22. Events after the balance sheet date

On 15 May, 2009 the Group announced a change and reduction

of the Group Management as part of the restructuring pro-

gramme lauched in the second semester 2008/09 in order to

adapt the cost structures to the reduced sales volume. Please see

note 24.1 on page 52 of the consolidated fi nancial statements and

note 34 on page 55.

No other events occurred after the balance sheet date which

could have a material impact on the 2008/09 annual fi nancial

statements.

There are no other circumstances which the company is required

to disclose under Section 663b of the Swiss Code of Obligations.

1181.indd 671181.indd 67 17.07.2009 17:10:1717.07.2009 17:10:17


Report of the Statutory Auditor

1181.indd 681181.indd 68 17.07.2009 17:10:1817.07.2009 17:10:18


1181.indd 691181.indd 69 17.07.2009 17:10:1917.07.2009 17:10:19


Infranor Group

Infranor Inter AGGlatttalstrasse 37

CH-8052 Zürich

Phone +41 (0)44 307 45 00

Fax +41 (0)44 307 45 10


[email protected]

Infranor Group ManagementRue des Uttins 27


Phone +41 (0)24 447 02 70

Fax +41 (0)24 447 02 71


[email protected]

Cybelec Division

Switzerland China Italy

Cybelec SARue des Uttins 27


Phone: +41 (0)24 447 02 00

Fax: +41 (0)24 447 02 01

www.cybelec.ch

[email protected]

Cybelec numerical Control Technology (Shanghai) Co., Ltd. Room B4-1, Forward Hi-tech zone

33, Forward Rd., Jiading District

CN 201 818 Shanghai

Phone: +86 (0)21 64 40 10 95

Fax: +86 (0)21 64 40 10 97

www.cybelec.com.cn

[email protected]

Cybelec S.r.lVia Cesare Cantù 29

I - 20092 Cinisello Balsamo (MI)

Phone: +39 02 66 04 84 32

Fax: +39 02 61 29 15 73

www.cybelec.it

[email protected]

AdressesAs at August 1, 2009

1181.indd 701181.indd 70 17.07.2009 17:10:2017.07.2009 17:10:20


Infranor Division

Switzerland

Infranor Holding SARue des Uttins 27


Phone +41 (0)24 447 02 70

Fax +41 (0)24 447 02 71


[email protected]

Infranor AGGlatttalstrasse 37

CH-8052 Zürich

Phone +41 (0)44 308 50 00

Fax+41 (0)44 308 50 09

www.infranor.com

[email protected]

Branch Offi ceInfranor AGRue des Uttins 27


Phone +41 (0)24 447 02 90

Fax +41 (0)24 447 02 91

www.infranor.com

[email protected]

Benelux France

Sales Offi ceInfranor GmbH Postbus 1317

NL-3260 AH Oud-Beijerland

Phone+31 186 610 155

Fax+31 186 614 535

www.infranor.com

[email protected]

Infranor S.A.S. Avenue Jean Moulin

F-65100 Lourdes

Phone: +33 5 62 94 10 67

Fax: +33 5 6242 18 69

www.infranor.com

[email protected]

Sales Offi ce ParisInfranor SAS3, avenue Louis Delage

F-91310 Linas (Paris)

Phone: +33 1 69 63 355

Fax: +33 1 69 63 35 16

www.infranor.com

[email protected]

Germany Spain

Infranor GmbH Donaustrasse 19a

D-63452 Hanau

Phone +49 6181 18012 0

Fax +49 6181 18012 90

www.infranor.com

[email protected]

Infranor Spain S.L.U. Occitània, 24

E 08911 Badalona

Phone: +34 93 460 16 31

Fax: +34 93 399 96 08

www.infranor.com

[email protected]

Infranor Mavilor S.A.Polígono Industrial Urvasa

C/ Empordà 11-13

E-08130 Santa Perpètua de Mogoda

(Barcelona)

Phone: +34 93 574 36 90

Fax: +34 93 574 35 70

www.infranor.com

[email protected]

United Kingdom USA China

Infranor Ltd PO Box

UK-Woodbridge IP12 9EP

Phone: +44 1483 274 887

Fax: +44 1483 276 037

www.infranor.com

[email protected]

Infranor, Inc. 299 Ballardvale Street Suite 4

USA-Wilmington, MA 01887

Phone: +1 978 988 9002

Fax: +1 978 988 9112

www.infranor.com

[email protected]

Infranor Motion Control Technology (Shanghai) Co., Ltd. Room 601, No. 448

Hongcao Rd.

CN- Shanghai 200233

Phone: +86 (0)21 6145 5455

Fax: +86 (0)21 6145 5457

www.infranor.cn

[email protected]

1181.indd 711181.indd 71 17.07.2009 17:10:2017.07.2009 17:10:20

1181.indd 721181.indd 72 17.07.2009 17:10:2017.07.2009 17:10:20

Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71



Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81

[email protected]

1754.indd 21754.indd 2 24.07.2009 10:40:5824.07.2009 10:40:58

Annual Report 2008/09Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71



Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81

[email protected]

1754.indd 11754.indd 1 24.07.2009 10:40:5424.07.2009 10:40:54

Documents

Annual Report 2008/09 Glattalstrasse 37 CH-8052 Zurich Tel ...ch.infranor.com/mm/GB_09_Infranor_WEB.pdf · Infranor Inter Ltd. Annual Report 2008/09 Glattalstrasse 37 CH-8052 Zurich