Annual Report 2013/14 - Infranor · Annual Report 2013/14 ... Infranor Group Annual Report 2013/2014 Profile 01_INF_2014 ... those achieved by the Cybelec Division (13.5 mil -

Annual Report 2013/14

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

Tel +41 (0)22 776 61 44

[email protected]

Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00

www.infranor.com

00_INF_2014 Umschlag EN.indd 1 25.07.2014 09:47:49


Tel +41 (0)22 776 61 44Fax +41 (0)22 776 19 17

[email protected]


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

www.infranor.com


Contents

2 Key figures for the Infranor Group

3 Securities of Infranor Inter Ltd.

4 Profile

6 The Financial Year 2013/2014

9 Infranor Division

11 Cybelec Division

13 Corporate Governance

25 Financial Report of the Infranor Group

47 Financial Report of Infranor Inter Ltd.

58 Addresses

01_INF_2014_Berichtsteil_NEU_EN.indd 1 25.07.2014 09:52:19

2

Key Figures

Infranor Group

1,000 CHF 09/10 10/11 11/12 12/13 13/14

Sales 39,041 49,260 46,399 42,705 43,222

Change versus previous year as % – 27.8 26.2 – 5.8 – 8.0 1.2

Gross profit as % of sales 61.3 58.7 56.5 58.8 57.1

EBIT 1,962 4,875 3,391 2,910 2,553

Change versus previous year as % 123.8 148.5 – 30.4 – 14.2 – 12.3

as % of sales 5.0 9.9 7.3 6.8 5.9

Net profit/(loss) – 148 1,873 1,112 1,221 1,008

Change versus previous year as % 98.4 n.a. – 40.6 9.8 – 17.4

Return on sales as % – 0.4 3.8 2.4 2.9 2.3

Cash flow from operating activities – 2,489 3,375 2,790 3,254 2,047

Change versus previous year as % n.a. n.a. – 17.3 16.6 – 37.1

as % of sales – 6.4 6.9 6.0 7.6 4.7

Total assets 34,850 34,530 30,685 30,306 29,117

Shareholders’ equity 2,262 3,112 3,438 4,452 4,945

Equity ratio (%) 6.5 9.0 11.2 14.7 17.0

Return on equity (%) – 5.7 69.7 34.0 31.0 21.5

Average number of employees 179 208 207 208 217

Infranor Group Annual Report 2013/2014


3Infranor Group Annual Report 2013/2014

Infranor Inter Securities

Key stock figures

09/10 10/11 11/12 12/13 13/14

Number of bearer shares as at 30.4. 776,996 776,996 776,996 776,996 776,996

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

Dividend per bearer share CHF 0.00 0.50 0.50 0.50 0.50

Payout ratio % 0,0 20.4 34.4 31.4 38.0

Consolidated EBIT per share CHF 2.56 6.37 4.43 3.80 3.33

Consolidated earnings per share CHF n.a 2.45 1.45 1.59 1.32

Consolidated equity per share CHF 2.91 4.01 4.42 5.73 6.36

P/E ratio – 117.4 10.8 16.2 12.4 13.3

Stock prices

CHF 09/10 10/11 11/12 12/13 13/14

High 33.00 28.00 29.90 25.00 19.75

Low 19.10 19.20 15.00 16.00 15.00

As at 30.4. 22.70 26.45 23.55 19.75 17.55

Market capitalisation

Million CHF 09/10 10/11 11/12 12/13 13/14

As at 30.4. 17.6 20.6 18.3 15.3 13.6

Key figures convertible bond

09/10 10/11 11/12 12/13 13/14

Number of bonds at year-end 435,930 435,930 435,930 435,930 435,930

Number of bonds converted

in the course of the year 0 0 0 0 0

Prices

High in % 101.25 107.00 104.00 103.50 103.50

Low in % 99.50 100.00 103.00 103.00 102.00

As at 30.4. in % 100.00 104.00 103.50 103.50 103.00

Infranor Group

1,000 CHF 09/10 10/11 11/12 12/13 13/14

Sales 39,041 49,260 46,399 42,705 43,222

Change versus previous year as % – 27.8 26.2 – 5.8 – 8.0 1.2

Gross profit as % of sales 61.3 58.7 56.5 58.8 57.1

EBIT 1,962 4,875 3,391 2,910 2,553

Change versus previous year as % 123.8 148.5 – 30.4 – 14.2 – 12.3

as % of sales 5.0 9.9 7.3 6.8 5.9

Net profit/(loss) – 148 1,873 1,112 1,221 1,008

Change versus previous year as % 98.4 n.a. – 40.6 9.8 – 17.4

Return on sales as % – 0.4 3.8 2.4 2.9 2.3

Cash flow from operating activities – 2,489 3,375 2,790 3,254 2,047

Change versus previous year as % n.a. n.a. – 17.3 16.6 – 37.1

as % of sales – 6.4 6.9 6.0 7.6 4.7

Total assets 34,850 34,530 30,685 30,306 29,117

Shareholders’ equity 2,262 3,112 3,438 4,452 4,945

Equity ratio (%) 6.5 9.0 11.2 14.7 17.0

Return on equity (%) – 5.7 69.7 34.0 31.0 21.5

Average number of employees 179 208 207 208 217


4

Activities

Infranor, which was established in 1941, has fo-cused its activities on the automation of mechan-ical processes in industry since 1959.

Infranor automation solutions provide quick, precise individual movements in machines and overall control of machinery, systems and equip-ment used in industrial manufacturing, the packaging industry, industrial handling, the pro-cess industries for food, chemicals, pharmaceu-ticals and textiles, plastic and paper processing as well as in medical and nuclear engineering. Thanks to a wide range of experience in many different application areas, Infranor is also in a position to take on markets with new demands at any time. Infranor sells automation solutions ranging from individual components to entire systems that have been developed and adapted in accordance with customer requirements. In these applications, Infranor mainly uses its own servo motors, electronic systems, controllers and software. 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 exten-sive know-how, excellent engineering skills and flexibility for product adaptations.

Core competence

Infranor’s core competence is in intelligent me-chatronics: electronic signals are converted into controlled movements, and the interaction thereof is then coordinated in programmable systems. Infranor combines the synergies of dif-ferent engineering disciplines with this mecha-tronic approach. This core competence applies to all of the Infranor Group’s activities.

Infranor Division

The Infranor Division forms a worldwide net-work of independent operational units that pro-vide customer-specific optimised industrial au-tomation solutions. Each local company has autonomous, extensive problem-solving exper-tise in the use of individual components and combinations thereof and for creating entire sys-tems. The scope of its work includes engineer-ing, the sale of Infranor products and comple-mentary products and service.

Infranor development and production units pro-vide sophisticated, self-developed base products that can be adapted to customer requirements.Their components can be systematically com-bined with other Infranor products. With their know-how, they represent a source of important technical support for the engineering activity.

Infranor – added value with controlled motion

Infranor Group Annual Report 2013/2014

Profile


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. Since 2006, Cybelec also provides machine con-trollers for the machine-tool industry 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 primary geographical markets for automation: Europe (incl. Middle-East), Asia and North America. The total volume of these markets for servo mo-tors, drivers, regulators, controllers and elec-tronic system components is several billion Swiss francs. The activities of the Infranor Group in the automotion market are concentrated on niches in which it works out optimum solutions in close technical collaboration with customers.

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 solutions. Servo motors with intelligent drives and super-visory controllers from our own development and production are the main products being used.

The Cybelec Division operates as an industry re-lated full-range supplier that employs non-Infra-nor 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 mar-ket share by means of new products and special application solutions. The division increases its market presence be reinforcing existing sales structures and making fill-in acquisitions wher-ever possible. Geographical expanding is also a possibility. As well as increasing its share of the market, the Cybelec Division seeks to expand in-side and outside the sheet-metal processing in-dustry and particularly by expanding into re-lated processes and new niche markets.

Financial targets

The growth strategy of the Infranor Group is mainly oriented to increasing profits. The plan is to achieve an EBIT margin of more than 10 percent in the medium term. The prerequi-sites for this are a profitable increase in sales, conscientious margin management and careful monitoring of operating costs.

Infranor Group Annual Report 2013/2014 Profile


6

Comments on the financial result

At 43.2 million CHF, orders received were slightly up on those recorded a year ago (42.6 million CHF or + 1%), reaching the same level as annual sales. This increase was largely due to the return to health of major customers, irre-spective of their geographical location. Al-though the results achieved by the Infranor Di-vision (29.7 million CHF as against 28.0 million CHF on 30 April 2013 and against a budgeted figure of 29.0 million CHF) were convincing, those achieved by the Cybelec Division (13.5 mil-lion CHF as against 14.7 million CHF a year ago and against a budgeted figure of 15.0 million CHF) proved to be less so. At an exchange rate in Swiss francs equal to that on 30 April 2013, consolidated orders received would have equalled 43.0 million CHF (– 0.4%).

Consolidated sales reflected a comparable situ-ation in all respects (43.2 million CHF as against 42.7 million CHF on 30 April 2013). Individual increases were sometimes considerable com-pared to sales for the previous year; these mainly involved the development and production com-panies, but also certain sales and engineering companies.

The surge in sales did not help to increase the gross margin in absolute terms (24.7 million CHF as against 25.1 million CHF a year ago). Ex-pressed in relative terms (57.1%), the same mar-gin fell slightly compared to the figure recorded on 30 April 2013 (58.8%). This drop is explained on the one hand by the presence of major cus-tomers with a lower contribution margin, and on the other by a greater share of direct sales from production companies. The impact of the strong pressure on sales prices, which was pro-gressively felt during the course of the financial year, was not inconsiderable. It should be noted that the effect of the exchange rate had barely any influence on the gross margin.

The 2013/2014 Financial Year

Infranor Group Annual Report 2013/2014 Profile

Activities and strategy

Infranor is active in the rapidly growing sector of industrial automation. Every day, it focuses in-creasingly on the robotisation of production tools, thereby enabling them to be controlled automatically and on a permanent basis. Infra-nor’s strength and uniqueness lie primarily in the flexibility of its solutions, which are strictly in line with the specific demands of its custom-ers. In addition to the use of Infranor products, the imagination of its engineers together with their willingness to listen ensures that unique as-semblies are produced.

Infranor targets forward-looking niche markets where there is a need for increased dynamism and profitability. Its solutions are particularly sought after by manufacturers of machines and autonomous installations operating in sectors such as robotics, electronics, micro-technology, packaging, textiles, biotechnology, medicine, foodstuffs, new materials and simulators.

In the numeric era and with globalisation, there is a tendency towards standardisation. The In-franor Group is convinced that customisation will continue to be a growing market segment, precisely because it allows its customers to dis-tinguish themselves in their own field – thereby reflecting a natural tendency of humankind. In-franor focuses on enhanced creativity, and day by day tries to improve upon the intelligent man-ner in which it complements its customers’ ma-chines.

In a world of long-lasting crises, its aim is to in-crease its own profitability in order to regain flexibility. To achieve this, it invests in innova-tion, productivity and supply, thereby enabling it to improve quality and to reduce costs. The outsourcing of assembly to lower-cost countries, essentially with the aim of selling products lo-cally as opposed to promoting re-export, not only allows Infranor to reduce the share of sal-aries, but also to gain access to a share of more competitive suppliers.


7

meet the contractual demands relating to deliv-eries of material intended for key customers.

Net debt (comprising cash and interest-bearing financial liabilities), which was subject to ongo-ing monitoring by the Board, remained stable at 13.8 million CHF (13.8 million a year ago), with access to new credit lines for the operating companies having replaced the repayment of a portion of the loans taken out by non-operating entities.

Shareholders’ equity rose once again, from 4.5 million CHF on 30 April 2013 to 4.9 million CHF a year later, including an unrealised exchange rate loss of 0.1 million CHF on investments in euro. Shareholders’ equity accounted for 17.0% of total assets. Added to the subordinated con-vertible bond 2009-16, shareholders’ equity ac-counted for 32.0% of total assets on 30 April 2014.

Outlook

The year under review began as expected. Bol-stered by orders on hand of 6.1 million CHF (6.8 million CHF on 30 April 2013), the rate of new orders remained high, outstripping that of sales. This bears witness to the strength of the machine robotics market. Infranor’s European and Asian, as well as its Turkish customers, all display a cer-tain degree of optimism which looks set to con-tinue until the end of the 2014 calendar year.

The Infranor Group is continuing its transfor-mation into a more extensive provider of auto-mation systems and products. The marketing of its own numeric control for professional soft-ware, geared towards providing solutions for ma-chinery applications, more specifically for ma-chine tools, enjoyed a certain degree of success, mainly in China. As forecast, the first orders were placed from the start of 2014. Demand in these niches is very high, and while they are un-doubtedly scarce in number, they generate greater margins. They also require expertise which Infranor’s competitors either do not have

At 22.1 million CHF, operating expenses were kept under control compared with those re-corded during the previous financial year (22.2 million CHF). A key element in this regard was the need to recruit staff members within the production entities in order to address the sus-tained growth in business activity. The decrease in the balance of operating expenses was mod-erate.

As a result of the slight erosion in the gross mar-gin, the EBIT margin fell to 2.6 million CHF compared to 2.9 million CHF a year ago, and represented a 5.9% share of sales.

Financial expenses (1.1 million CHF) remained unchanged from the previous financial year and included an unrealised exchange rate loss of 0.1 million CHF due to the negative impact of the euro versus the Swiss franc, but also reflected the greater use of bank credit lines by develop-ment and production companies. Net profit af-ter taxes of 1.0 million CHF was recorded, in line with the forecast made at the start of the year.

Positive operating cash flow of 2.0 million CHF was mainly allocated to the repayment of bank advances amounting to 4.4 million CHF. How-ever, the increase in the average length of time before receiving payments and the requirement imposed by some major customers to maintain a minimum level of stock for them had a nega-tive impact on this trend.

Consolidated balance sheet

Total assets (29.1 million CHF) fell by 4% com-pared to the figure recorded on 30 April 2013 (30.3 million CHF). The composition of total as-sets differed as well. Fixed assets increased by 0.2 million CHF, following investments made in in-tangible assets, while current assets fell by 1.4 million CHF to 20.1 million CHF, despite the marked increase in inventories. Stocks rose in particular in production companies (by two-thirds in electronic products), in an attempt to compensate for the delay in delivery times and

Infranor Group Annual Report 2013/2014 Financial Year 2013/2014


8

or are not willing to develop. They offer real growth opportunities for the Group. Infranor expects that it will continue to penetrate mar-kets such as these, based in Europe and in South-east Asia.

In view of the above, the Infranor Group fore-sees that it will exceed sales of close to 44 mil-lion CHF for the 2014/15 financial year. It ex-pects to be affected by continued pressure on its sales prices, although not to such an extent that this will impact negatively on its gross margin. Moreover, it will support numerous develop-ments required by its customers for new ma-chines. This will lead to the recruitment of staff members with a sound expertise in the field of engineering – a source of future know-how – and also in production, depending on the needs of the customers in question. The EBIT margin is expected to exceed 5% of total sales, while con-solidated profit after tax should increase by 20%.

The Group will pursue its efforts to pay off bank-ing debt, thereby allowing it a certain level of in-dependence and giving it greater leeway for ma-noeuvre.

Infranor securities

Bearer shares

In early 2013/14, the quoted price of bearer shares amounted to 19.75 CHF. It fluctuated around this level throughout the financial year, stabilising at 17.55 CHF at the end of April 2014.The highest value for the year was 19.75 CHF, while the lowest was 15.00 CHF.

Subordinated convertible bonds 2009-2016

The price was listed at 103.50 % on 1 May 2013 and at 103 .00 % at the end of the financial year. No bonds have been converted.

Shareholders’ Meeting 2014

Profit for the 2013/14 financial year is almost identical to the previous year’s figure. Although its main focus remains on consolidated debt re-duction, the Board is proposing that a dividend of 0.50 CHF per bearer share be distributed in view of the positive trend in the Group’s activi-ties.

Proposed merger

Our company’s share capital is currently divided into 776,996 bearer shares priced at CHF 20 at par value each. Our main shareholder, Perrot Duval Holding S.A., holds 77.9% of these shares. Solely 160,337 bearer shares, representing 20.6% of the total number, are shares outstand-ing, since 11,110 shares are held by Infranor In-ter S.A.

For a decade – and increasingly so since 2008/09 – stock markets have been undergoing a process of standardisation. In addition, the number of channels for issuing and exchanging shares has decreased. This has in turn resulted in a steady decline in the number of financial analysts and journalists. Finally, a lack of liquidity in terms of Infranor Inter shares may act as a brake on its trading.

Your Board considers that merging Perrot Du-val Holding and Infranor Inter shares would make the associated structures both simpler and clearer, and reduce the overall costs in the fu-ture.

The precise details of this process will most likely be made known by 24 September 2014, which will mean the topic can be included in the agenda for the Annual Shareholders’ Meeting.

Nicolas Eichenberger

Infranor Group Annual Report 2013/2014 Financial Year 2013/2014


9 Infranor Group Annual Report 2013/2014 Financial Year 2013/2014

Activities

The Infranor Division consists of the classic In-franor activities, i.e. the whole choice of products and services of an industry independent drive specialist. The Infranor engineering companies and departments serve their local markets and use the base products that are developed and manufactured within the division. These are ser-vo-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. Outside the geographic mar-kets served by Infranor directly, the Infranor products are offered in collaboration with world-wide representatives.

Segment Report

Segment Infranor

1,000 CHF 13/14 12/13

Order intake 29,637 27,502

Change versus previous year

as % 7.8% – 0.2%

Orders on hand 5,439 5,621


as % – 3.2% – 12.5%

Net external sales 29,676 27,975


as % 6.1% – 3.0%

EBITDA 3,393 3,562

as % of net sales 11.4% 12.7%

EBIT 2,426 2,671


Average number

of employees 161 152

Net assets 3,795 2,597

Gross investments 1,192 950

The division – (the holding company Infranor Holding SA, Yverdon-les-Bains) – comprised ten operating companies at the end of April 2014. The full list of entities can be found on page 32.

One new company was created during the 2013/14 financial year.

Commentary and outlook

The figures recorded by the Infranor Division during the 2013/14 financial year have been pleasing. The growth in sales was generated mainly by the Spanish servo-motor development and production entity (Mavilor Motors + 29%) and by certain sales and engineering companies such as Infranor Germany (which also covers Great Britain and the Benelux countries) (+ 20%) and Infranor China (+ 15%). Other enti-ties fared less favourably, such as the United States (due to the decision to no longer supply certain electronic products) and Spain (which is still struggling with macroeconomic difficul-ties). The traditional customer base as a whole (machine tools, packaging, textiles, etc.) has re-mained loyal, but the Infranor entities are con-tinuing to increase their offer, either to new sec-tors beyond the field of industrial production, or by integrating the numeric controller.

In terms of designing solutions for evolutionary and easily customisable numeric controls, the development team updated all of its libraries and configuration tools. It should be noted that the large number of Chinese projects served to validate not only the performances of this set of solutions but also the development model that allows products to be manufactured on the same basis both in Europe and in Asia – which is par-ticularly appreciated by our customers. This ap-proach also offers Infranor flexibility in terms of implementation and, above all, local support which is far superior to that of its competitors.

Infranor Division


10Infranor Group Annual Report 2013/2014 Financial Year 2013/2014

Compared to the 2012/13 financial year, the In-franor Division as a whole increased its sales fig-ures by 6.1%, from 28.1 million CHF to 29.8 mil-lion CHF. The gross margin, however, fell from 58.3% to 57.1% during the course of the 2013/14 financial year, mainly due to the dispro-portional increase in ‘high-volume’ customers, resulting in lower contribution margins. Oper-ating expenses rose noticeably by 0.9 million CHF, including a transfer of expenses between divisions of 0.4 million CHF, to 14.6 million CHF. Moreover, the Spanish production struc-ture was upgraded with a view to increasing the business volume on the one hand, while the op-erating entities recorded a fall in ‘other operat-ing income’ of 0.2 million CHF on the other. Fi-nally, the division’s EBIT margin amounted to 8.1% (9.5% a year earlier), thereby attesting to its earning capacity.

Growth of nearly 5% is planned for the 2014/15 financial year. The division’s sales should reach the 30 million CHF mark, and the EBIT margin should at least settle at 7.5%.


11Infranor Group Annual Report 2013/2014 Infranor Division

Cybelec Division

Activities

This division is an industry-specific full-range supplier with a leading position in industries or industrial niche markets. In the area of bending presses, the division has clearly already achieved this position, as far as controllers are concerned. Cybelec is one in the world’s largest provider in terms of volume. Thanks to a flexible product policy, entry-level products, controllers for the wide general market and leading-edge products can all be provided.

It proved to be helpful that Cybelec has contin-ued diversifying into the demanding digital con-trols business for the machine-tool industry.

The division comprises Cybelec SA, Yverdon-les-Bains, and its 100% subsidiary in China. No new company was created during the 2013/14 year under review.

Commentary and outlook

Orders received by the division stood at 13.5 mil-lion CHF compared to 15.1 million CHF during the previous year.

Sales fell by 8%, from 14.7 million CHF in 2012/13 to 13.5 million CHF. Cybelec therefore only partially compensated for the loss of some northern European customers. In addition, the voluntary prolongation of the time for launch-ing new products onto the market (VisiTouch 15 and 19, ModEva RA, CybTouch 3, 6, 8, etc.) has undoubtedly strengthened Cybelec’s market image from a quality perspective, but has de-layed its commercial recognition accordingly, primarily in its favoured markets of Turkey and China.

Government economic stimulus policies for in-dustrial entities appear to have been either cut back or stopped in industrialised as well as in emerging countries. Orders for new capital goods have either been more reasonable or have been deferred to a later date.

Cybelec Division saw its gross margin temporar-

Segment Report

Segment Cybelec

1,000 CHF 13/14 12/13

Order intake 13,526 15,056


as % – 10.2% – 12.7%

Orders on hand 630 1,204


as % – 47.7% – 9.0%

Net external sales 13,546 14,730


as % – 8.0% – 16.1%

EBITDA 694 681


EBIT 426 253


Average number

of employees 56 56

Net assets 1,995 2,639

Gross investments 309 235

ily eroded in relative terms, from 57.7% to 56.0%. Not only was it obliged to accept a num-ber of contracts terminating commercial rela-tions, but the transfer of its assembly activities to China also failed to progress as much as it had hoped.

Operating expenses were reduced both by the transfer of certain expenses to the other division (0.4 million CHF) and by the fact that some staff members were not replaced immediately. The EBIT margin (0.4 million CHF) represented vir-tually 3.1% of the division’s total sales, a notice-able recovery compared to the previous year (0.3 million CHF or 1.7%).

The new financial year began in the same way as the previous year: demand came from emerging markets, the latter having assumed a main role in the development of sheet-metal bending presses. The division plans to achieve sales of 14 million CHF, set up a production and assem-bly organisation adapted to local Chinese needs and substantially increase the EBIT margin.


02_INF_2014_Coporate_Governance_NEU_EN.indd 12 25.07.2014 10:11:36

Corporate Governance

14 Group Structure and Major Shareholders

15 Capital Structure

17 Board of Directors

20 Group Management

21 Compensations, Shareholdings and Loans

22 Shareholder’s Participation

22 Changes of Control and Defense Measures

22 Auditors

23 Information Policy


14Infranor Group Annual Report 2013/2014 Corporate Governance

The rest of the information concerning direct investments and their subsidiaries can be found on page 32. Infranor Inter Ltd. does not have any holdings in listed companies. Infranor Inter Ltd. bearer shares are traded on the Domestic Standard segment of the SIX Swiss Exchange under security number 724910, Telekurs und Swissquote: INI, Thomson Reuters: INI.S. Based on the 2013/14 yearend price of 17.55 CHF, the market capitalisation as of 30 April 2014 was 13,6 million CHF.

The convertible bond 200916 is traded since 22 December 2009 on the “Helvetica” OTC market which is handled by Bondpartners in Lausanne.

Registered office: Infranor Inter Ltd. Glatttalstrasse 37 Postfach, CH8052 Zurich Tel. +41 (0)44 307 45 00 www.infranor.com

Group Management office: Infranor Holding S.A. Rue des Uttins 27 CH1401 YverdonlesBains Tel. +41 (0)24 447 02 70

1. Group structure and major shareholders

The chapter on corporate governance shows how Infranor Inter Ltd. has organised management and control functions within the Group. The corporate governance disclosures are fully compliant with the SIX Swiss Exchange directives on information relating to corporate governance.

1.1 Group structure

As of 30 April 2014, the Infranor Group is divided into two divi sions. The Infranor Division operates as an industryindependent drive specialist, particularly in the general servo and drive technology area. These products are used by manufacturers of machinery and equipment in many different 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 supplies controls for the machinetool industry and general machine automation.

As of 30 April 2014, the companies are also divided into two divisions from a legal standpoint. The companies in the Infranor Division are gathered under the subholding Infranor Holding S.A. in YverdonlesBains, Switzerland, and the companies in the Cybelec Division are gathered under Cybelec S.A. headquartered in YverdonlesBains, Switzerland. As a company that is quoted on the stock exchange, Infranor Inter Ltd. owns 100 percent of Infranor Holding S.A. and Cybelec S.A.




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 exercise of options or conversion rights that have been granted in connection with bonds or loans of the company or one of its subsidiaries. These shares are excluded from the shareholders’ subscription rights. As of 30 April 2014, there was still conditional share capital of 3,510,080 CHF after conversion of bonds.

2.3 Changes in equity

as at 30 April 2014 2013 2012

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

Legal reserve 1,255,455 856,381 455,983

Reserve from

capital

contributions 2,390,149 2,773,092 2,773,092

Treasury

shares 467,128 467,128 467,128

Unappropr-

iated net

result 297,424 399,074 783,341

Total 19,950,076 20,035,595 20,019,464

1.2 Key shareholders

As of 30 April 2014, Perrot Duval Holding S.A., Geneva, Switzerland, which is listed on the SIX Swiss Exchange, held 77.9 percent (previous fiscal year 77.9 percent) of the shares of Infranor Inter Ltd.

The Board of Directors is unaware of any other shareholders holding more than 3 percent of the share capital.

1.3 Cross-shareholdings

There are no crossshareholdings.

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 company are entitled to dividend payments. The share capital is fully paid in.

As of 30 April 2014, the Infranor Group owned 11,110 (previous year: 11,110) treasury shares, which are not entitled to dividends when paid out.



In the past year, no bond of the subordinated convertible bond 200916, issued on 22 December 2009, was converted (previous year: no conversion).

Details of the change in consolidated shareholder 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 29.

2.4 Shares and participation certificates

As of 30 April 2014, Infranor Inter Ltd. exclusively 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 restrictions on voting rights.

2.5 Profit-sharing certificates

There are no profitsharing certificates.

2.6 Limitations on transferability and

nominee registrations

There are no restrictions of any kind applicable to the transfer or ownership of Infranor Inter Ltd. bearer shares.

2.7 Convertible bonds and options

Convertible bonds

On 21 December 2009, the company issued a subordinated bond 200916 of a maximum of 7.0 million CHF, carrying a 7 percent coupon. Four bonds, each with a par value of 10 CHF, may be converted into one new bearer share of 20 CHF between 21 June 2010 and 14 December 2016, or up to the calendar days prior to early redemption of the convertible bond issue. The listing of the maximum 175,504 new bearer shares on the Domestic Standard segment of the SIX Swiss Exchange had already been approved on 16 June 2003. After 21 December 2012, 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 former chairman consists of the right to buy options on bearer shares in Infranor Inter Ltd. The options are pledged in shares from the treasury shares. Details of this employee option plan can be found under Point 19.4 on page 42.




Executive Members of the Board of Directors

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

Executive Chairman 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 Elected until 30 April 2017 *

Nicolas Eichenberger trained in law and holds a chemistry de gree (lic.chem.). Between 1992 and 1998, he was Chief Executive Officer of Infranor Inter Ltd. Since 1989, he has also worked for other Perrot Duval Group companies. He was previously employed by Sapal in Lausanne. Nicolas Eichenberger is Chief Executive Officer of Perrot Duval Holding S.A. 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.

Francesc Cruellas (1947), Spanish citizen, residing in Tiana (Barcelona/E)

Member since 1987Elected until 30 April 2017 *

Francesc Cruellas studied mechanical engineering at the Technical Uni-versity of Catalonia (Barcelona). He was already employed by Mavilor Motors S.A. (E) before the company was taken over by Infranor in 1979. He previously held a senior management position at a food com-pany 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-lawMember since 1992Elected until 30 April 2017 *

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.

François Jaquier (1962),citizen of Villars-le-Comte (CH),in Monaco (MC)

Independent investment adviserMember since 2001Elected until 30 April 2017 *

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

* Prior to introduction of the ordinance against excessive pay in stock exchange companies (VegüV, ORAb), which went into effect on 1 January 2014

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The company will propose a revision of its Articles of Association to bring them in line with the ordinance against excessive pay in stock exchange companies (VegüV, ORAb) at the Annual Shareholder’s Meeeting of the 2014/15 financial year.

3.5 Internal organisation structure

and committees

Board of Directors

The Board of Directors is responsbile for defining the Group’s strategy. It also checks the compan’y 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 2013/14 business year, the Board of Directors had five oneday meetings.

Until 30 April 2014, the Board of Directors constituted itself from its own Members and elected the Chairman, the Vice Chairman, the Delegate and the Secretary, who did not have to be a member of the Board of Directors. The Board of Directors elected Mr. Nicolas Eichenberger as Executive Chairman (Chairman and Delegate of the Board of Directors).

The ordinance against excessive pay in stock exchange companies (VegüV, ORAb) which went into effect on 1 January 2014, introduced that the Annual Shareholder’s Meeting individually elects the President of the Board of Directors (instead of an election by the Board of Directors). The term of its office expires no later than the next Annual Shareholder’s Meeting.

Compensation Committee

The Compensation Committee makes suggestions concerning the compensation paid to the Executive Members of the Board of Directors, Group Management, and the General Managers of the Group companies on behalf of the

3. Board of Directors

3.1 Members of the Board of Directors

The Board of Directors consists of two executive and two nonexecutive members. The two nonexecutive members have never held an executive position within the Infranor Group. Neither do they have a significant business relationship with the Group.

3.2 Other activities and vested interests

Mr Nicolas Eichenberger is the Chairman of the Board of Directors of Perrot Duval Holding S.A., 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 53.

3.3 Cross-involvement

Mr Nicolas Eichenberger is Chairman of the Board of Directors of Perrot Duval Holding S.A., Geneva. There is no other crossinvolvement 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. Members may be reelected. There are no limitations to the term office.

The ordinance against excessive pay in stock exchange companies (VegüV, ORAb), which went into effect on 1 January 2014, which went into effect on 1 January 2014, introduced new terms into the present section :

Directors are elected individually, the term of office of the Board Members

shortens from three to one year, the Annual Sharesholder’s Meeting indi

vidually elects the President of the Board of Directors,

the term of office expires at the Annual Shareholder’s Meeting following the relevant financial year.




3.7 Information and control instruments

relating to Group Management

Group Management notifies the Board of Directors 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 accounts (income statement, balance sheet and cash flow, overview of key figures and changes to these figures). These quarterly reports contain a rolling forecast including values from the previous year and budgeted values. Significant items are always reported immediately. Financial reporting is a fixed constituent of the meetings of the Board of Directors. Deviations are discussed and measures may be initiated as a result.

The CFO 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 companies. Every year, the CFO defines the main riskrelated auditing items. The work of the Group auditor as well as the local auditors is evaluated by the CEO and the CFO on behalf of the Executive Chairman.

In order to be able to comply fully with the internal guidelines and with Swiss law, every group company follows a defined procedure each quarter based on a comprehensive central internal control system (ICS) with an internetbased multilingual software program support. The organisation and the responsibilities are clearly located among a reduced staff. The group management reports quarterly to the Board of Directors, 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.

Board as a whole, which approves them. The Compensation Committee had one halfday meeting during the 2013/14 financial year.

Until 30 April 2014, the Compensation Committee consists of Nicolas Eichenberger, Richard Müller and François Jaquier. The ordinance against excessive pay in stock exchange companies (VegüV, ORAb), which went into effect on 1 January 2014, introduced new terms into this section:

– Members of the Compensation Commmittee are elected individually by the annual Shareholder’s Meeting,

– the term of office of the Members of the Compensation Committee is limited to one year,

– the term of office expires at the Annual Shareholder’s Meeting following the relevant financial year.

The company will propose a revision of its Articles of Association to bring them in line with the new Swiss Corporate Law at the Annual Shareholder’s Meeting of the 2014/15 financial year.

Audit Committee

The Audit Committee was dissolved by the Board of Directors on 9 July 2009. Its duties and responsibilities were transferred 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.

The detailed competencies and responsibilities of the Board of Directors and the regulation of powers and responsibilities between the Board of Directors and Group Management are recorded in the organisational Bylaws, which were revised per 12 September 2013. These can be inspected at the company headquarters.




4. Group Management

4.1 Members of Group Management

Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009

Personal details on page 17.

Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in Lausanne (Switzerland)

CEO since 1 June, 2009CTO between 2008-2009CEO Cybelec Division between 2000-2008

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

Christian Perrudet (1964), citizen of Vaumarcus (NE), residing in Colombier (CH)

CFO since April 2012

Christian Perrudet holds a degree in Economics from the University of St-Gallen. Mr. Perrudet gained a diversified professional expertise as Finance & Administration director and Group Controller at Le-clanché S.A.,in the watch industry (Girard-Perregaux, Breguet, Uni-verso) and in telecommunication (Orange Communications S.A.) as well as with smaller industrial companies (ETEL).

Francesc Cruellas (1947) Senior Vice-President of Motors and Mechanical Components from 1987


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Prior to the ordinance against excessive pay in stock exchange companies (VegüV, ORAb), which went into effect on 1 January 2014 , the compensation of the Members of the Board of Directors comprises a fixed net fee of 20,000 CHF including a fixed flatrate expense allowance. The compensation of the executive Chairman of the Board of Directors is not included in the compensation he receives as Member of the Group Management. The compensation of the other executive Member of the Board of Directors is included in the compensation he receives as Member of the Group Management.

Compensation paid to executive Members of the Board of Directors and other Members of the Group Management is based on a fixed component and performance related cash bonus. The variable component of the overall payments is solely oriented towards Group profits after tax. There is no maximum value of the annual bonus. The bonus payments are made in cash and after the General Meeting of the shareholders of Infranor Inter Ltd. following the fiscal year under review.

Infranor does not provide healthcare benefits to Members of the Board of Directors or of the Group Management.

In financial year 2013/14, no compensation was paid to former members of the Board of Directors or to former Members of the Group Management.

5.2 Compensation paid to Members of the

Board of Directors and Group Management

This information is shown in the notes to the Financial Statements of Infranor Inter Ltd. on page 53 in accordance with article 663b bis. Swiss Code of Obligations.

4.2 Other activities and vested interests

The Members of Group Management do not carry out any activities other than those mentioned in the overview and have no vested interests that would be of significance for the Infranor Group.

4.3 Management contracts

The Group company Infranor Holding S.A. has a management contract in place with Perrot Duval Management S.A., Coppet as of 1 May, 2009.

The core element of this management contract is the compensation for the services provided by Nicolas Eichenberger as an executive member of the Board of Directors, as well as for advisory work performed by internal or external specialists of Perrot Duval Management S.A. Perrot Duval Management S.A. charged 627,000 CHF for management services in the reporting year (previous fiscal year: 624,000 CHF). This management contract was agreed to at arm’s length conditions according to a time and materials basis for an indeterminate period. However, the contract can be terminated at annual intervals.

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 Directors (see also general explanations concerning the Compensation Committee on page 18).

4. Group Management

4.1 Members of Group Management

Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009


Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in Lausanne (Switzerland)

CEO since 1 June, 2009CTO between 2008-2009CEO Cybelec Division between 2000-2008

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

Christian Perrudet (1964), citizen of Vaumarcus (NE), residing in Colombier (CH)

CFO since April 2012

Christian Perrudet holds a degree in Economics from the University of St-Gallen. Mr. Perrudet gained a diversified professional expertise as Finance & Administration director and Group Controller at Le-clanché S.A.,in the watch industry (Girard-Perregaux, Breguet, Uni-verso) and in telecommunication (Orange Communications S.A.) as well as with smaller industrial companies (ETEL).

Francesc Cruellas (1947) Senior Vice-President of Motors and Mechanical Components from 1987


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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 Association for resolutions carried at the Annual Shareholders’ Meeting are in line with legal quorums (article 703 et seq. Swiss Code of Obligations).

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 accordance with legal and statutory requirements. One or more shareholders who together represent at least 10 percent 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 (opting 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 duration

of the appointment of the lead auditor

PricewaterhouseCoopers S.A., Lausanne has been the company’s auditor since the 2009/10 financial year. Mr Felix Roth, as lead auditor, has been responsible for the mandate since then.

The auditor is elected for a period of one year in each case.

8.2 Auditing fees

The worldwide auditing fees of Group auditor PricewaterhouseCoopers S.A. were 157,586 CHF (previous year: 160,129 CHF) for the 2013/14 financial year. The remaining foreign audit companies charged 37,679 CHF (previous fiscal year: 47'851 CHF).

8.3 Additional fees

There were no additional fees were paid to the Group auditor PricewaterhouseCoopers S.A. during 2013/14.




8.4 Supervisory and control instruments

pertaining to the audit

The Board of Directors is responsible for evaluating the external audit, but delegates this task to the Executive Chairman. The Chairman draws up an audit report on behalf of the Board of Directors. At least one meeting between the external auditor, the Executive Chairman, the CEO and the CFO takes place at annual intervals. The main findings 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 discusses the scope of work performed (audit review) for each company and the current developments in the Swiss GAAP FER and the effects thereof on the consolidated financial statements of the Infranor Group. Additionnally, a meeting is held weekly between the Executive Chairman, the CEO and the CFO to analyse the findings for each company and the consolidated statement.

9. Information policy

The Board of Directors provides shareholders, financial analysts and financial journalists with clear and transparent information by means of our Annual Report and halfyear report as well as personally at the Annual Shareholders Meeting. Media and shareholders known to the company are directly provided with figures and comments every quarter. Orientation to current events takes place using media information. The

Infranor website (www.infranorgroup.com) contains a special section called “Investors”. Infranor Inter Ltd. reports on events that may affect the share price in accordance with article 72 of the Listing Rules of the SIX Swiss Exchange regarding adhoc disclosures.

Contact

Personally available to answer questions:

Nicolas Eichenberger Chairman of the Board of Directors Tel. +41 (0)22 776 61 44 [email protected]

Key dates

27 October 2014 2013/14 Annual Shareholders Meeting

11 December 2014 Halfyearly report 2014/15

16 July 2015 2014/15 results

10 September 2015 2014/15 Annual Shareholders Meeting


03_INF_2014_Finanzteil1_Gruppe_EN.indd 24 25.07.2014 09:53:22

Infranor Group Financial Report

26 Consolidated Balance Sheet

27 Consolidated Income Statement

28 Consolidated Cash Flow Statement

29 Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

30 Segment Report

31 Other Disclosures

45 Report of the Statutory Auditor


26Infranor Group Financial Report 2013/2014

Consolidated Balance Sheets

1,000 CHF Note 30.04.14 30.04.13

Assets

Current assets

Cash & cash equivalents 3 942 2,149

Trade accounts receivable 4 8,121 8,533

Other receivables 5 1,250 1,488

Inventories 6 8,822 8,558

Prepaid expenses 850 757

Total current assets 19,985 21,485

Non-current assets

Financial assets 144 15

Property, plant and equipment 7 5,548 5,668

Intangible assets 8 1,997 1,608

Deferred tax assets 9 1,443 1,530

Total non-current assets 9,132 8,821

Total assets 29,117 30,306

Liabilities

Current liabilities

Current financial liabilities 10.1 9,863 7,422

Subordinated bond 2006-13 10.4 0 3,320

Trade accounts payable 4,516 4,477

Other current liabilities 11 819 1,192

Accruals and deferred income 12 2,593 2,656

Short-term provisions 13 502 674

Provisions for income taxes 63 76

Total current liabilities 18,356 19,817

Non-current liabilities

Non-current financial liabilities 10.2 566 855

Subordinated convertible bond 2009-16 10.3 4,359 4,359

Long-term provisions 14 212 287

Deferred tax liabilities 9 679 536

Total non-current liabilities 5,816 6,037

Total liabilities 24,172 25,854

Shareholders’ equity

Share capital 16 15,539 15,539

Reserves – 6,848 – 6,864

Retained earnings - (accumulated losses) – 2,307 – 3,129

Treasury shares – 467 – 467

Currency translation differences – 1,980 – 1,848

Profit for the year 1,008 1,221

Total shareholders’ equity 4,945 4,452

Total liabilities and shareholders’ equity 29,117 30,306



Consolidated Income Statements

1,000 CHF Note 13/14 12/13

Net sales 17, 18 43,222 42,705

Costs of materials – 18,704 – 17,432

Change in inventories 147 – 182

Gross profit 24,665 25,091

Personnel costs 19 – 15,195 – 15,121

General and administrative costs 20 – 1,818 – 2,004

Sales costs 21 – 1,152 – 1,300

Other operating expenses 22, 23 – 2,991 – 3,017

Other operating income 24 297 598

Total operating expenses – 20,859 – 20,844

Earnings before interest, tax, depreciation

and amortisation (EBITDA) 3,806 4,247

Depreciation and amortisation 25 – 1,253 – 1,337

Earnings before interest and tax (EBIT) 2,553 2,910

Financial income 2 26

Financial expenses – 1,068 – 1,163

Financial result 26 – 1,066 – 1,137

Profit before taxes 1,487 1,773

Taxes 9 – 479 – 552

Net profit 1,008 1,221

1,000 CHF Note 30.04.14 30.04.13

Assets

Current assets

Cash & cash equivalents 3 942 2,149

Trade accounts receivable 4 8,121 8,533


Inventories 6 8,822 8,558

Prepaid expenses 850 757


Non-current assets

Financial assets 144 15

Property, plant and equipment 7 5,548 5,668

Intangible assets 8 1,997 1,608

Deferred tax assets 9 1,443 1,530

Total non-current assets 9,132 8,821

Total assets 29,117 30,306

Liabilities

Current liabilities

Current financial liabilities 10.1 9,863 7,422

Subordinated bond 2006-13 10.4 0 3,320

Trade accounts payable 4,516 4,477

Other current liabilities 11 819 1,192

Accruals and deferred income 12 2,593 2,656

Short-term provisions 13 502 674

Provisions for income taxes 63 76

Total current liabilities 18,356 19,817

Non-current liabilities

Non-current financial liabilities 10.2 566 855

Subordinated convertible bond 2009-16 10.3 4,359 4,359

Long-term provisions 14 212 287

Deferred tax liabilities 9 679 536

Total non-current liabilities 5,816 6,037

Total liabilities 24,172 25,854


Share capital 16 15,539 15,539

Reserves – 6,848 – 6,864

Retained earnings - (accumulated losses) – 2,307 – 3,129

Treasury shares – 467 – 467

Currency translation differences – 1,980 – 1,848


Total shareholders’ equity 4,945 4,452

Total liabilities and shareholders’ equity 29,117 30,306



Consolidated Cash Flow Statements

1,000 CHF Note 13/14 12/13

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Earnings before income taxes & financial result (EBIT) 2,553 2,910

Depreciation/amortisation of fixed assets 25 1,253 1,337

Change in provisions and other non-cash items – 228 169

Payments out of provisions – 261 – 292

Interest received 4 26

Interest and other financial expenses paid – 983 – 1,253

Income taxes received/paid – 220 – 948

Cash flow before change in net current assets 2,118 1,949

Change in trade accounts receivables 309 260

Change in inventories – 147 182

Change in other current assets 80 160

Change in trade accounts payable 63 207

Change in other current liabilities – 376 496

Cash flow from operating activities 2,047 3,254

Cash flow from investing activities

Investments in financial assets – 129 – 20

Disposal of financial assets 0 42

Investments in property, plant and equipment 7 – 720 – 597

Disposal of property, plant and equipment 7 1 5

Investments in intangible assets 8 – 856 – 588

Cash flow from investing activities – 1,704 – 1,158

Cash flow from financing activities

Increase in current financial liabilities 3,589 40

Repayment of current financial liabilites – 4,422 – 217

Increase in non-current financial liabilites 0 125

Repayment of non-current financial liabilites – 312 – 1,874

Repayment of lease obligations 8 – 138

Payment of dividends – 383 – 383

Cash flow from financing activities – 1,520 – 2,447

Currency translation differences on cash and cash

equivalents – 30 43

Change in cash and cash equivalents – 1,207 – 308

Cash and cash equivalents at the beginning of the year 3 2,149 2,457

Cash and cash equivalents at the end of the year 3 942 2,149




Consolidated Statements of Changes in Equity

1,000 CHF Note 13/14 12/13

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Earnings before income taxes & financial result (EBIT) 2,553 2,910

Depreciation/amortisation of fixed assets 25 1,253 1,337

Change in provisions and other non-cash items – 228 169

Payments out of provisions – 261 – 292

Interest received 4 26

Interest and other financial expenses paid – 983 – 1,253

Income taxes received/paid – 220 – 948

Cash flow before change in net current assets 2,118 1,949

Change in trade accounts receivables 309 260

Change in inventories – 147 182

Change in other current assets 80 160

Change in trade accounts payable 63 207

Change in other current liabilities – 376 496

Cash flow from operating activities 2,047 3,254

Cash flow from investing activities

Investments in financial assets – 129 – 20

Disposal of financial assets 0 42

Investments in property, plant and equipment 7 – 720 – 597

Disposal of property, plant and equipment 7 1 5

Investments in intangible assets 8 – 856 – 588

Cash flow from investing activities – 1,704 – 1,158

Cash flow from financing activities

Increase in current financial liabilities 3,589 40

Repayment of current financial liabilites – 4,422 – 217

Increase in non-current financial liabilites 0 125

Repayment of non-current financial liabilites – 312 – 1,874

Repayment of lease obligations 8 – 138

Payment of dividends – 383 – 383

Cash flow from financing activities – 1,520 – 2,447

Currency translation differences on cash and cash

equivalents – 30 43


Cash and cash equivalents at the beginning of the year 3 2,149 2,457

Cash and cash equivalents at the end of the year 3 942 2,149


1,000 CHF Share Reserves Retained Treasury Currency Total

capital earnings shares translation shareholders’

differences equity

As at 30.4.12 15,539 – 7,264 – 2,346 – 467 – 2,024 3,438

Net currency translation differences 176 176


Dividend – 383 – 383

Transfer 400 – 400 0

As at 30.4.13 15,539 – 6,864 – 1,908 – 467 – 1,848 4,452

Net currency translation differences – 132 – 132


Dividend – 383 – 383

Allocation to general legal reserve 399 – 399 0

As at 30.4.14 15,539 – 6,848 – 1,299 – 467 – 1,980 4,945

Definition of the components of equity: The share capital is the share capital of the parent company, Infranor Inter Ltd.

Reserves comprise the goodwill from company acquisitions that was taken directly to equity in the past as well as premiums from capital increases. Non distributable Reserves amounted 5,3 mil-lion CHF as of 30 April 2014 (previous fiscal year 5,3 million CHF).

– Retained earnings comprise accumulated profits and losses retained in Group companies.

– The item Treasury shares comprises the Infranor Inter Ltd. shares acquired on the market at cost value.

– Currency translation differences comprise all currency translation differences arising from the currency conversions of foreign Group entities.

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1.1 Segment report by activities1,000 CHF Infranor Division Cybelec Division Others Total Group

13/14 12/13 13/14 12/13 13/14 12/13 13/14 12/13

Net external sales 29,676 27,975 13,546 14,730 43,222 42,705

between divisions 112 86 126 121 – 238 – 207 0 0

Change versus previous year 6.1% – 3.0% – 8.0% – 16.1% 1.2% – 8.0%

Total operating expenses and

cost of goods sold – 26,395 – 24,499 – 12,978 – 14,170 – 43 211 – 39,416 – 38,458

EBITDA 3,393 3,562 694 681 – 281 4 3,806 4,247

as % of sales 11.4% 12.7% 5.1% 4.6% 8.8% 9.9%

Depreciation – 967 – 891 – 268 – 428 – 18 – 18 – 1,253 – 1,337

EBIT 2,426 2,671 426 253 – 299 – 14 2,553 2,910

as % of sales 8.2% 9.5% 3.1% 1.7% 5.9% 6.8%

Financial items (net) – 1,066 – 1,137

Taxes – 479 – 552

Net profit / (loss) 1,008 1,221

Average number of employees 161 152 56 56 0 0 217 208

Total assets 21,936 22,849 8,556 8,222 – 1,375 – 765 29,117 30,306

Total liabilities 18,141 20,252 6,561 5,583 – 530 19 24,172 25,854

Assets net 3,795 2,597 1,995 2,639 – 845 – 784 4,945 4,452

1.2. Segment report by region1,000 CHF

13/14 12/13

Net sales

Europe/Middle East/Africa 31,416 31,637

North and South America 2,748 3,722

Asia/Pacific 9,058 7,346

Total 43,222 42,705

1. Segment report

The Group has split its business activities between the two seg-ments Infranor Division and Cybelec Division. Additional notes in this regard can be found on page 10 and 11 in the Report section and on page 14 in the Corporate Governance section. The segments

also correspond to the legal structure and the internal reporting structure (management approach). General Group costs that can-not be assigned are shown separately. Transactions between the segments are conducted at arm’s length.



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 office: Infranor Inter Ltd. Glatttalstrasse 37 P.O. Box CH-8052 Zurich Tel. +41 (0) 44 307 45 00 www.infranor.com

Basis of preparation The financial statements of the Infranor Group were prepared in compliance with full Swiss GAAP FER, based on the individual fi-nancial statements of the Group companies as at 30 April 2014 which were prepared on a uniform basis and on the historical cost basis. In addition, the consolidated financial statements comply with the requirements of Swiss law.

The consolidated financial statements are presented in Swiss francs (1,000 CHF). However, the majority of the Group’s transac-tions are conducted in Euros.

Certain comparative figures have been reclassified to conform to the current year’s presentation.

Basis of consolidation The consolidated financial statements – consisting of the balance sheet, income statement, cash flow statement, statement of changes in equity, and notes – are based on the annual financial statements of the companies within the scope of consolidation, in accordance with Swiss GAAP FER by applying uniform Group-wide accounting policies.

1.1 Segment report by activities1,000 CHF Infranor Division Cybelec Division Others Total Group

13/14 12/13 13/14 12/13 13/14 12/13 13/14 12/13

Net external sales 29,676 27,975 13,546 14,730 43,222 42,705

between divisions 112 86 126 121 – 238 – 207 0 0

Change versus previous year 6.1% – 3.0% – 8.0% – 16.1% 1.2% – 8.0%

Total operating expenses and

cost of goods sold – 26,395 – 24,499 – 12,978 – 14,170 – 43 211 – 39,416 – 38,458

EBITDA 3,393 3,562 694 681 – 281 4 3,806 4,247

as % of sales 11.4% 12.7% 5.1% 4.6% 8.8% 9.9%

Depreciation – 967 – 891 – 268 – 428 – 18 – 18 – 1,253 – 1,337

EBIT 2,426 2,671 426 253 – 299 – 14 2,553 2,910

as % of sales 8.2% 9.5% 3.1% 1.7% 5.9% 6.8%

Financial items (net) – 1,066 – 1,137

Taxes – 479 – 552

Net profit / (loss) 1,008 1,221

Average number of employees 161 152 56 56 0 0 217 208

Total assets 21,936 22,849 8,556 8,222 – 1,375 – 765 29,117 30,306

Total liabilities 18,141 20,252 6,561 5,583 – 530 19 24,172 25,854

Assets net 3,795 2,597 1,995 2,639 – 845 – 784 4,945 4,452

1.2. Segment report by region1,000 CHF

13/14 12/13

Net sales

Europe/Middle East/Africa 31,416 31,637

North and South America 2,748 3,722

Asia/Pacific 9,058 7,346

Total 43,222 42,705

Consolidation principlesThe consolidated financial 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 percent of the voting rights. Newly acquired companies are consolidated from the date of their acquisition. The results of com-panies that have been sold are recognised until the date of sale. Companies in which the Group holds more than 20 percent but not more than 50 percent 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 investee.

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 profits generated from internal transactions are eliminated.




Companies included in the consolidation The following companies were fully consolidated as of 30 April 2014:

Group companies Purpose1) Share capital Participation Year

listed by place of jurisdiction founded

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

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

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

Infranor S.A.S., FR-Lourdes E, P EUR 919,496 100% 2005

Infranor GmbH, DE-Hanau E, P EUR 152,000 100% 1968

Infranor GmbH, NL-Ochten E EUR 100,000 100% 1986

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

Infranor Motion Control Technology (Shanghai) Co. Ltd.

CN-Shanghai 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 S.r.l., IT-Milano E EUR 100,000 100% 2004

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

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

Cybelec Numerical Control Technology

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

1) E = Engineering and salesP = Production, development and salesF = FinanceS = Service



Foreign-currency translationThe consolidated accounts are presented in Swiss francs (CHF). The financial statements of the individual Group companies are prepared 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 recog-nised in the income statement only if and when the subsidiaries 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 eq-uity.

The following exchange rates were used:

CHF Year-end rates Average rates

for the balance sheet for the year for the

income statement

30.04.14 30.04.13 13/14 12/13

USA USD 0.8812 0.9398 0.9102 0.9421

Europe EUR 1.2199 1.2286 1.2299 1.2118

UK GBP 1.4822 1.4574 1.4618 1.4835

China CNY 0.1430 0.1513 0.1481 0.1497

Net salesRevenue 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.

Cash Cash comprises cash on hand, postal giro account and bank de-posits as well as amounts due from money-market transactions 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 progress

Purchased goods and products manufactured in-house are recog-nised at cost. Manufacturing costs include the cost of the compo-nents, all specific production costs (actual costs) plus an appropriate allocation of production overhead and production-related depre-ciation 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 recog-nised as a reduction in the purchase price.

Intragroup profits 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, office furniture and equipment, 5 to 15 years; motor vehicles and IT equipment, 2 to 7 years.

LeasesLease agreements for property, plant and equipment where both the risks and the benefits incident to ownership are transferred to the Group (finance 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 estimated useful lives. The corresponding liabilities are recognised under “Current financial liabilities” or “Non-current financial 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 eco-nomic benefits.

Payments made under “Operating leasing” are charged directly to the income statement.



Intangible assets and goodwillThis item includes mainly own product development, business software, trademarks and patents. Intangible assets are capital-ised if they are clearly identifiable and the costs are reliably deter-minable, and if a measurable benefit to the company is expected over the course of several years. Intangible assets are measured at purchase cost less accumulated depreciation. Depreciation is charged on a straight line basis. Licenses, trademarks and patents are amortized over 3 to 10 years, software over 2 to 5 years and product development over 2 to 7 years.

The book value of investments has been eliminated against the share in the assets of the companies, valued at the time of acqui-sition of creation. The purchase method is applied. The difference between acquisition cost and the fair value of net assets acquired is booked directly against shareholder’s equity in the year of ac-quisition.

As of 30 April 2014, the theoretical effect of the goodwill as an as-set on the balance sheet and on the income statement would be zero (30 April 2013 : zero), this asset having been entirely amor-tised at this date. The gross value of the goodwill amortized amounts to 14,1 million CHF.

Research and development costsResearch and development costs are, in principle, recognised as expenses. If the criterias regarding recognition as an asset are met, significant development costs are recognised in the balance sheet at their purchase or production costs and depreciated over their useful life up to a maximum of seven years.

ImpairmentThe value of non-current assets is assessed on the balance sheet date for signs of impairment. If there is evidence of any lasting re-duction value, the recoverable amount is calculated (impairment test). If the book value exceeds the realisable value, the difference is recognised in profit and loss via extraordinary impairment.

Financial liabilitiesFinancial liabilities are stated at their nominal value, they are clas-sified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for a least twelve months after the balance sheet date.

Long-term provisionsLong-term provisions comprise pension obligations and other obligations towards employees and other liabilities with uncertain timing or amount.

Income taxesProvisions are provided for taxes incurred on taxable profit irre-spective of when such liabilities fall due for payment, after consid-ering 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 financial 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 calculated for all deductible temporary differences if it is likely that sufficient taxable income will be available in the future. Deferred tax assets and lia-bilities are netted when legal regulations permit offsetting. Changes in the amounts of deferred taxes are recognised 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.

Employee benefit obligationsEmployees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions. Further information in accordance with Swiss GAAP FER 16 “Employee benefit obligations” is dis-closed in Note 15.

Ex-employee stock option planFrom 1 October, 1999 to 30 April, 2007, options to purchase Infranor Inter Ltd. bearer shares were sold to the executive director and CEO, who resigned from his position as of 31 May, 2009. This option plan has expired and was not renewed; however the exercising periods have not yet expired.




The benefit consisted of options to purchase Infranor Inter shares at a predeterminated price. Options were granted within the scope of this stock option plan. The last options were issued in the 2006/07 financial year. In order to cover all potentially outstanding options, the Group purchased the necessary number of shares and holds these until the options expire or are exercised.

Contingent liabilitiesContingent liabilities are valued on the balance sheet date based on the agreements in place and other supporting documents. If an outflow of funds is likely, a provision is created.

Explanatory notes on the consolidated financial statements

3. Cash and cash equivalents

3.1 Cash by currency1,000 CHF 30.04.14 30.04.13

CHF 179 569

EUR 218 918

USD 46 111

Other currencies (GBP, CNY) 499 526

Cash equivalents 0 25

Total cash & cash equivalents 942 2,149

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.

4. Trade accounts receivable1,000 CHF 30.04.14 30.04.13

Total trade accounts receivable (gross) 8,631 9,183

Bad debt allowances – 510 – 650

Total trade accounts receivable (net) 8,121 8,533

As of 30 April 2014, receivables totalling 0.28 million CHF (previous fiscal year: 0.14 million CHF) were pledged with banks as loan col-lateral (see note 27).

Trade accounts receivable are normally due within 30 to 120 days (with a few exceptions to 180 days); in principle they are interest-free and unsecured. The risk of default is taken into account in the corresponding bad-debt allowance.

5. Other receivables1,000 CHF 30.04.14 30.04.13

VAT recoverables, withholding taxes 623 481

Income tax receivables 264 313

Advance payments to suppliers 130 107

Other receivables 233 587

Total 1,250 1,488

6. Inventories1,000 CHF 30.04.14 30.04.13

Raw materials and supplies 5,233 5,356

Semi-finished products and work in progress 1,978 1,939

Finished products 2,935 2,824

Inventories (gross) 10,146 10,119

Valuation allowance – 1,324 – 1,561

Inventories (net) 8,822 8,558

Beside a foreign-currency effect on the inventory, the group man-agement follows its policy to maintain the inventory level to the needs of the group.



7. Property, plant and equipment


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

installations tools hardware plant and equipment vehicles 13/14

Cost

As at 1.5. 2,126 12,065 1,527 2,757 883 603 19,961

Additions 3 421 58 160 6 72 720

Disposals – 27 0 – 4 – 2 0 – 34 – 67

Currency translation differences – 18 – – 83 – 13 – 20 – 7 – – 3 – 144

As at 30.4. 2,084 12,403 1,568 2,895 882 638 20,470

Accumulated depreciation

As at 1.5. – 1,249 – 8,686 – 1,346 – 1,687 – 798 – 527 – 14,293

Depreciation – 167 – 342 – 78 – 128 – 31 – 49 – 795

Disposals 27 0 4 2 0 34 67

Currency translation differences 11 56 11 12 6 3 99

As at 30.4. – 1,378 – 8,972 – 1,409 – 1,801 – 823 – 539 – 14,922

Net carrying values 30.4.14 706 3,431 159 1,094 59 99 5,548

of which finance leases 0 2 0 0 0 47 49

Insured values 7,919

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

installations tools hardware plant and equipment vehicles 12/13

Cost

As at 1.5. 1,978 11,536 1,430 2,628 874 569 19,015

Additions 114 297 72 72 0 42 597

Disposals 0 0 0 0 – 2 – 15 – 17

Currency translation differences 34 232 25 57 11 7 366

As at 30.4. 2,126 12,065 1,527 2,757 883 603 19,961

Accumulated depreciation

As at 1.5. – 1,058 – 8,195 – 1,259 – 1,546 – 756 – 491 – 13,305

Depreciation – 171 – 333 – 66 – 107 – 33 – 45 – 755

Disposals 0 0 0 0 0 15 15

Currency translation differences – 20 – 158 – 21 – 34 – 9 – 6 – 248

As at 30.4. – 1,249 – 8,686 – 1,346 – 1,687 – 798 – 527 – 14,293

Net carrying values 30.4.13 877 3,379 181 1,070 85 76 5,668

of which finance leases 0 489 0 156 0 11 656

Insured values 8,108



8.2 Intangible assets in the previous year

1,000 CHF Own Trade- Total

Business product marks 12/13

software devel- patents,

opment other

Cost

As at 1.5. 1,894 3,089 603 5,586

Additions 177 334 77 588

Currency 0

translation differences 6 37 43

As at 30.4. 2,077 3,460 680 6,217

Accumulated amortisation

As at 1.5. – 1,574 – 2,111 – 318 – 4,003

Amortisation – 153 – 374 – 55 – 582

Currency 0 0 0 0

translation differences – 5 – 19 0 – 24

As at 30.4. – 1,732 – 2,504 – 373 – 4,609

Net carrying values

30.04.13 345 956 307 1,608

At the balance sheet date there were no indications of possible impairment of intangible assets.

The business software comprises company-specific or commonly used systems such as ERP, CRM, financial and Internet applications.

The product development and launch costs refer solely to self- developed new products namely from Cybelec S.A. (FASTware), Mavilor Motors S.A. (XtraforsPrime) as well as Infranor S.A.S. (Xtrapuls and securtiy functionalities), for which supply agreements have already been signed.

Trademark rights are purchased product trademarks which continue to be registered in the leading industrialised countries as well as li-cences and patents related to purchased marketing rights for complementary third-party products and purchased patents for motion automation products. Trademark rights and marketing li-cences 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 financed by means of finance leasing are related 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.

8. Intangible assets

8.1 Intangible assets in the year under review

1,000 CHF Own Trade- Total

Business product marks 13/14

software devel- patents,

opment other

Cost

As at 1.5. 2,077 3,460 680 6,217

Additions 145 597 114 856

Disposals – 2 0 0 – 2

Currency

translation differences – 5 – 13 0 – 18

As at 30.4. 2,217 4,044 794 7,055

Accumulated amortisation

As at 1.5. – 1,732 – 2,504 – 373 – 4,609

Amortisation – 122 – 284 – 52 – 458

Disposals – 2 0 0 – 2

Currency

translation differences 4 9 0 13

As at 30.4. – 1,852 – 2,779 – 425 – 5,056

Net carrying values

30.04.14 363 1,265 369 1,997

As of April 2014, the theoretical effect of the goodwill as an asset on the balance sheet and on the income statement would be zero (30 April 2013 : zero), this asset having been entirely amortized at this date. The gross value of the goodwill amortized amounts to 14,1 million CHF.

04_INF_2014_Finanzteil2_Gruppe_NEU_EN.indd 37 25.07.2014 10:04:58



9. Income taxes

9.1 Income taxes Components of income tax expenses1,000 CHF 13/14 12/13

Current income tax 256 384

Deferred income tax expenses 223 168

Total income tax expenses/(income) 479 552

Neither in the current year nor in aggregate are there taxes that relate to items that were charged or credited directly to equity.

9.2 Composition of the deferred tax assets and liabilities

Deferred tax assets1,000 CHF 13/14 12/13

Current assets 217 239

Non-current liabilities 69 85

Payables 98 95

Subtotal temporary differences 384 419

Losses carried forward/Tax credits 1,059 1,111

Total deferred tax assets 1,443 1,530

Deferred tax liabilities1,000 CHF 13/14 12/13

Property, plant and equipment 129 145

Other fixed assets 296 134

Current assets 254 257

Total deferred tax liabilities 679 536

of which recognised in the balance sheet as:

Deferred tax liabilities – 679 – 536

Deferred tax assets 1,443 1,530

Net deferred tax assets 764 994

Deferred taxes are calculated for every company using the actual tax rate. As of 30 April 2014, the weighed average rate was 24.9 per cent (prior fiscal year 27.4 per cent).

It is not expected that distributions by the Group and affiliated companies will generate significant additional tax liabilities. The Infranor Group does not make provision for taxes on possible future distributions of profits retained by Group companies as these amounts are treated as permanently reinvested.

9.3 Tax losses and tax credits brought forward

As of 30 April 2014, individual subsidiaries had brought forward unrecognised tax loss carry forwards totalling 12.4 million CHF (previous fiscal year: 11.3 million CHF) that can be set off against taxable earnings in future financial years. In this respect, deferred tax assets are taken into account only to the extent that it is prob-able that future taxable profits will be available and can be utilised against the deferred tax assets. Tax losses could be utilised against profits of the reporting period.

These will expire on the following dates:

Tax losses/tax credits for which no deferred taxes are capitalised1,000 CHF 13/14 12/13

Expire in 1 year 0 0

Expire in 2-3 years 7,045 0

Expire in 4-7 years 1,005 6,108

Expire in more than 7 years 0 1,878

No expiry date 4,381 3,281

Total 12,431 11,267

10. Financial liabilities

Bank limits were utilised by Group companies at the end of April 2014 in the amount of 10.4 million CHF (previous year: 8.3 mil-lion CHF). As of 30 April 2014, the credit limits of all Group compa-nies (with and without guarantees from Infranor Inter Ltd.) includ-ing bank discount limits amounted to a total of 11.1 million CHF (10.1 million CHF in the previous year).

10.1 Current financial liabilities1,000 CHF 30.04.14 30.04.13

Bank overdrafts 3,260 3,084

Bank loans, falling due within one year 6,585 4,302

Total current liabilities due to banks 9,845 7,386

Obligations under finance leases,

falling due within one year 18 36

Total current interest-bearing liabilities 9,863 7,422

The increase of the financial liabilities can be attibuted to the bridge loan Infranor drew to reimburse the subordinated loan (fully paid in July 2013), and also to finance our operations.



Current liabilities due to banks by currency with average interest rates1,000 CHF 30.04.14 Effective 30.04.13 Effective

interest interest

rates rates

CHF 5,960 2.79% 3,620 3.04%

EUR 3,885 4.92% 3,766 5.02%

Total 9,845 3.63% 7,386 4.05%

10.2 Non-current financial liabilities1,000 CHF 30.04.14 30.04.13

Long-term bank loans (1 – 5 years) 535 850

Obligations under finance leases (1 – 5 years) 31 5

Total long-term interest-bearing liabilities 566 855

The effective interest rate on the long-term bank liabilities in euro for the countervalue of 0.5 million CHF amounted 4.92 percent (pre-vious year 5.39 percent). The variation is mainly due to the mix of long-term bank liabilities.

10.3 Subordinated convertible bond1,000 CHF 30.04.14 30.04.13

Par value of subordinated convertible bond

at issue date 4,359 4,359

Book value 4,359 4,359

On 21 December 2009, the shareholders of Infranor Inter Ltd. sub-scribed a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF in which Perrot Duval Holding S.A. in-vested 0.5 million CHF. The bond carries a coupon of 7 percent. 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 21 June 2010 and 14 December 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this 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 during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).

10.4 Subordinated bond1,000 CHF 30.04.14 30.04.13

Par value of subordinated bond

2006-13 at year-end 0 3,320

Book value Current 0 3,320

Book value non-current 0 0

On 25 July 2006, Infranor Holding S.A., a subholding of Infranor Inter Ltd., issued a seven-year subordinated Swiss franc bond in the amount of 8.3 million CHF carrying a coupon of 7.26 percent; this was done within the scope of PULS CDO 2006-13, a collateral-ised debt obligation in the total amount of 260 million euros. Mer-rill 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.

The agreed covenants for the subordinated bond are as follows:

Level of debt less than 250 percent (ratio of: a) total liabilities disregarding the total par value of the subordinated bond but plus other subordinated debt instruments, and b) shareholders’ equity taking the subordinated bond into account)

Interest coverage of more than 100 percent (ratio EBITDA/net financing costs)

Infranor Inter Ltd. has issued a joint security for the amount of the subordinated bond in favour of the lender.

In July 2013, Infranor reimbursed the balance of the bond 2006-13 in the amount of 3.3 million CHF (8.3 million CHF as at 30 April 2010). In order to repay it, Infranor drew a bridge loan of 2.0 million CHF, the last installment is due on 31 July 2014.

–

–




11. Other current liabilities1,000 CHF 30.04.14 30.04.13

Other liabilities/VAT 357 759

Commissions 94 126

Customers’ prepayments 100 214

Other liabilities due

to related parties 268 93

Total 819 1,192

12. Accruals and deferred income1,000 CHF 30.04.14 30.04.13

Accrued personnel costs 894 1,107

Accrued payroll taxes 93 114

Accruals for holidays and overtime 699 675

Accrued interest 110 136

Other accruals 797 624

Total 2,593 2,656

13. Short-term provisions1,000 CHF Warran- Other Total Total

ties 13/14 12/13

As at 1.5. 521 153 674 671

Currency translation

differences – 5 0 – 5 11

Utilised – 166 0 – 166 – 296

Provided/Reversed

through profit & loss 80 – 81 – 1 288

As at 30.4. 430 72 502 674

The provisions for warranties were provided for repairs and for replacing defective products. They are based firstly on a cost esti-mate based on known facts, and secondly on experience, particu-larly with respect to the cost of further development work on newly launched products.

14. Long-term provisions1,000 CHF Employee benefit

obligations not

financed by plan assets

Total Total

13/14 12/13

As at 1.5. 287 258

Currency translation

differences – 2 6

Provided/Reversed

through profit & loss – 73 23

As at 30.4. 212 287

15. Employee benefit obligations

Employees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions.

1,000 CHF Contributions Pension plan

accrued expenses in

personnel expenses

13/14 13/14 12/13

Pension institutions without

surplus/deficit 432 432 429

Total 432 432 429



There is no ECR (employer contribution reserves) in Infranor Group. In addition of that there were no changes in the economic benefit of the company from surplus and no changes in economic obligations from deficit.

16. Shares and share capital

16.1 Shares Number of issued bearer shares 13/14 12/13

each with a par value of 20 CHF

As at 1.5. 776,996 776,996

Bonds converted into bearer shares 0 0

As at 30.4. 776,996 776,996

of which own stock 11,110 11,110

16.2 Share capital CHF 30.04.14 30.04.13

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

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

of which allocated for convertible bond – 2,179,660 – 2,179,660

Remaining conditional share capital 1,330,420 1,330,420

The Infranor Inter Ltd. shares held by the company itself (treasury shares) are deducted from equity (see also the consolidated state-ment of changes in equity on page 29). The Board of Directors is entitled to increase the share capital by a maximum amount of 3.51 million CHF by issuing 175,504 bearer shares with a nominal value of 20 CHF. However, 108,983 shares are reserved for the potential conversion of the convertible bond.

17. Impact of foreign currencies on the income statementChange as against the previous year 30.04.14 30.04.13

Net sales 0.7% 1.6%

EBITDA 1.2% 0.6%

18. Net sales

18.1 Net sales by products1,000 CHF 13/14 12/13

Servo-motors 16,130 14,875

Servo-drivers 10,475 10,734

Controls 11,579 12,374

Traded products 1,595 1,695

Service, spare parts, repairs 3,443 3,027

Total net sales 43,222 42,705

18.2 Net sales by sector1,000 CHF 13/14 12/13

Industrial manufacturing 42% 52%

Industrial handling and assembly 28% 19%

Processing industry 12% 10%

Packaging 2% 4%

Other 16% 15%

Total net sales 100% 100%

19. Personnel costs

19.1 Personnel costs1,000 CHF 13/14 12/13

Wages and bonuses 12,203 12,397

Costs capitalized – 594 – 470

Social security 2,497 2,374

Pension expenses as per Note 15 432 429

Other personnel costs 657 391

Total personnel costs 15,195 15,121

19.2 Number of employees by region13/14 12/13

Switzerland 43 40

Europe excl. Switzerland 136 131

North America 6 6

Asia 31 31

Total 216 208




19.3 Number of employees by role13/14 12/13

Sales, engineering, service 67 66

Production 95 90

Research and development 26 27

Administration 29 25

Total 217 208

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

Outstanding at the beginning of the period 2,300 2,600

Issued 0 0

Exercised during the period 0 0

Expired/cancelled during the period – 600 – 300

Outstanding at the end of the period 1,700 2,300

Average strike price of outstanding options 48.63 45.20

Exercisable within 1 year 1,400 600

Exercisable within 1 to 5 years 300 1,700

Average remaining contractual life in years 2 2

Number of options “in the money” 0 0

Number of options “out of money” 1,700 2,300

The ex-employee’s stock option plan is described on pages 34 and 35. The options cannot be covered by the conditional share capital. Consequently, the company holds treasury shares to cover these option rights.

20. General and administrative costs1,000 CHF 13/14 12/13

Administrative costs 405 407

IT costs 150 209

Travel costs 240 299

Consultancy & service fees 201 255

Audit fees 195 208

Management services from related companies 627 626

Total general and administrative costs 1,818 2,004

21. Sales costs1,000 CHF 13/14 12/13

Marketing 134 125

Exhibitions 109 182

Commissions 274 328

Representative office 35 9

Travel expenses 553 621

Miscellaneous 47 35

Total sales costs 1,152 1,300

The decrease of the sales costs is mainly due to the diminution of the exhibitions costs (some fairs are biennial) and to the decrease of the travel expenses.

22. Other operating expenses1,000 CHF 13/14 12/13

Production and engineering expenses 1,239 1,138

Costs relating to a different accounting period 22 6

Rental costs 1,004 1,024

Rental costs related party 294 290

Warranty costs 261 300

Accounts receivable losses & bad debt allowances 15 – 56

External R&D costs, trademarks, patents 233 206

Other expenses – 77 109

Total other operating expenses 2,991 3,017

The decrease of other operating expenses is mainly due to a bet-ter logistics, debtors and inventory management.

The R&D item in the income statement shows only external re-search and development costs including prototyping costs as well as current costs for trademark and patent rights. In the current ac-counting period, no external costs were capitalised for the products launched (in accordance with Swiss GAAP FER N° 10) .

The total research and development costs are allocated to various items in the financial statement and break down as follows:



23. Total research and development costs1,000 CHF 13/14 12/13

Internal engineering 2,339 2,337

External engineering 11 0

Materials, tools and miscellaneous items 108 128

Patents 56 65

Total development costs 2,514 2,530


24. Other operating income1,000 CHF 13/14 12/13

Commission income 67 58

Grants and subsidies 22 250

Income relating to a different accounting period 8 13

Other income 200 277

Total 297 598

Sales commission remained low due to overall business situation.

Grants and subsidies are incomes generated from the participa-tion of subsidiaries to government sustainable projects.

Income relating to the previous accounting periods was generated by the recovery of old receivables amounts which were previously written off.

The income collected in “other income” is coming from received indemnity and recovery of taxes.

25. Depreciation and amortisation1,000 CHF 13/14 12/13

Depreciation of property, plant and equipment 795 755

Amortisation of intangible assets 458 582

Total depreciation and amortisation 1,253 1,337

More details can be found in notes 7 and 8 on pages 36 and 37.

26. Financial result1,000 CHF 13/14 12/13

Interest income 2 26

Total finance income 2 26

Interest expenses on bank liabilities – 517 – 425

Interest expense on subordinated convertible bond – 270 – 270

Interest expenses on related parties – 35 – 35

Interest expense on subordinated bond – 40 – 321

Net foreign exchange losses – 128 – 9

Bank charges – 78 – 103

Total finance expenses – 1,068 – 1,163

Financial result – 1,066 – 1,137

The slight decrease of the financial expenses can be attributed to a vast diminution of the interest linked to the subordinated bond counterbalanced by foreign exchange losses (mainly not mone-tary) and by an increase of bank interest due to an increase of the current financial liabilities (see note 10.1)

27. Pledged assets1,000 CHF 30.04.14 30.04.13

Assignment of individual accounts receivable 277 145

Total 277 145

The Spanish engineering company finance their current assets partially through assignment of receivables and discounted bills and checks.

28. Off-balance sheet obligations under operating leases and rental agreements1,000 CHF 30.04.14 30.04.13

Obligations

– due within one year 679 830

– due in 1 to 5 years 1,711 1,872

– due over 5 years 14 37

Total 2,404 2,739

The obligations consist mainly of rental contracts for buildings used by the Group. The largest rental contract has three years to run and was drawn up for the Cybelec S.A. building. The remain-ing rent obligation for this contract amounts to 1.2 million CHF (previous fiscal year 1.6 million CHF).




29. Transaction with related parties

The detailed information required by Section 663b bis of the Swiss Code of Obligations on management compensation is disclosed in the separate financial statement of Infranor Inter Ltd. on pages 53 and 54.

No compensation has been paid to former officers. Compensation is paid to new members of Group Management pro rata temporis.

29.1 Other transactions1,000 CHF 13/14 12/13

Rent to companies of the Perrot Duval Group 294 290

Management services provided by Perrot Duval

Management S.A. 627 624

Legal advice provided by Board member

Dr. iur R. Müller 14 9

All transactions have been conducted at arm’s length. Apart from the above-mentioned compensation, no further monetary pay-ments were made.

30. Share ownership

The main shareholder, Perrot Duval Holding S.A. held 77.9 percent of the share capital (previous fiscal year: 77.9 percent). There are no other shareholders with more than 3 percent 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 4,179 shares (0.5 percent) in Infranor Inter Ltd. as of 30 April 2014 (4,179 shares previous fiscal year).

The Board of Directors of Infranor Inter Ltd. has no knowledge of close members of the family of members of the Board of Directors or Group Management who are shareholders in Infranor Inter Ltd.

31. Events after the balance sheet date

The financial statements have been prepared on a going concern basis which the Directors and the Group Management believe to be appropriate.

Between the balance sheet date and the date of publication of this Annual Report, no other events occurred which could have a ma-terial impact on the consolidated financial statements for 2013/14.

32. Approval of the consolidated financial statements

The consolidated financial statements were authorised for issue by the Board of Directors of Infranor Inter Ltd. at its meeting on 3 July 2014. The Board of Directors will recommend to the Annual Shareholders’ Meeting on 27 October 2014, that the consoli-dated financial statements be approved.



Report of the Statutory Auditor

appropriateness of the accounting policies used and the reasona-bleness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 30 April 2014 give a true and fair view of the financial posi-tion, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing ac-cording to the Auditor Oversight Act (AOA) and independence (arti-cle 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submit-ted to you be approved.

Lausanne, 3 July 2014

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the consolidated financial statements

As statutory auditor, we have audited the consolidated financial statements of Infranor Inter AG, which comprise the balance sheet, income statement, cash flow statement, statement of changes in equity and notes (pages 26 to 44), for the year ended 30 April 2014.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accord-ance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and main-taining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain rea-sonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judg-ment, including the assessment of the risks of material misstate-ment of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presenta-tion of the consolidated financial statements in order to design au-dit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the en-tity’s internal control system. An audit also includes evaluating the


05_INF_2014_Finanzteil_Holding_EN.indd 46 25.07.2014 10:04:15

Infranor Inter Ltd. Financial Report

48 Balance Sheet

49 Income Statement

50 Notes to the Annual Financial Statements

56 Proposed Appropriation of Retained Earnings

57 Report of the Statutory Auditor


48Infranor Inter Ltd. Financial Report 2013/2014

Balance Sheet of Infranor Inter Ltd.

CHF Note 30.04.14 30.04.13

Assets

Current assets

Cash and cash equivalents 5,833 27,835

Treasury shares 1 194,980 219,423


Prepaid expenses 3 4,499 8,767


Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 4,828,715 4,160,000

Intangible Assets 6 87,386 30,444

Total fixed assets 25,516,101 24,790,444

Total assets 25,971,046 25,226,897

Liabilities

Current liabilities

Accounts payable Group 10,227 0

Accounts payable Third parties 31,766 13,681

Loans from Group companies 7 1,240,000 580,000

Accrued expenses 8 379,677 238,321

Total current liabilities 1,661,670 832,002

Long-term liabilities

Subordinated convertible bond 2009–2016 9 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 10,11 15,539,920 15,539,920

Reserve from capital contributions 12 2,390,149 2,773,092

General legal reserve 12 1,255,455 856,381

Legal reserves 12 3,645,604 3,629,473

Reserve for treasury shares 12 467,128 467,128

Profit for the year 12 297,424 399,074

Unappropriated retained losses/earnings 12 297,424 399,074

Total shareholders’ equity 12 19,950,076 20,035,595

Total liabilities and shareholders’ equity 25,971,046 25,226,897



Income Statement of Infranor Inter Ltd.

CHF Note 13/14 12/13

Income from investments 13 800,000 800,000

Financial income 14 147,279 103,562

Total income 947,279 903,562

General and administrative costs 15 – 300,122 – 167,852

Financial expenses 16 – 349,733 – 336,636

Profit before taxes 297,424 399,074


CHF Note 30.04.14 30.04.13

Assets

Current assets

Cash and cash equivalents 5,833 27,835

Treasury shares 1 194,980 219,423


Prepaid expenses 3 4,499 8,767


Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 4,828,715 4,160,000

Intangible Assets 6 87,386 30,444

Total fixed assets 25,516,101 24,790,444

Total assets 25,971,046 25,226,897

Liabilities

Current liabilities

Accounts payable Group 10,227 0

Accounts payable Third parties 31,766 13,681

Loans from Group companies 7 1,240,000 580,000

Accrued expenses 8 379,677 238,321

Total current liabilities 1,661,670 832,002

Long-term liabilities

Subordinated convertible bond 2009–2016 9 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 10,11 15,539,920 15,539,920

Reserve from capital contributions 12 2,390,149 2,773,092

General legal reserve 12 1,255,455 856,381

Legal reserves 12 3,645,604 3,629,473

Reserve for treasury shares 12 467,128 467,128

Profit for the year 12 297,424 399,074

Unappropriated retained losses/earnings 12 297,424 399,074

Total shareholders’ equity 12 19,950,076 20,035,595

Total liabilities and shareholders’ equity 25,971,046 25,226,897



Notes to the Annual Financial Statements

Balance Sheet

1. Treasury shares13/14 12/13

Number CHF Number CHF

Balance as at 1.5. 11,110 219,423 11,110 261,641

Fair value change 0 – 24,443 – 42,218

Balance as at 30.4. 11,110 194,980 11,110 219,423

The holding of treasury shares is used to cover an options- programme that expired on 30 April 2007, and was not extended; however the exercizing periods have not yet expired.

Further details can be found in note 19.4 on page 42 of the consol-idated annual financial statement.

2. Other receivablesCHF 30.04.14 30.04.13

Accounts receivable from group companies 164,012 100,342

Other receivables (withholding tax, others) 85,621 80,086

Total 249,633 180,428

3. Prepaid expenses

The prepaid expenses consist of amounts paid for the cost of the listing at the SIX Swiss Exchange and maintenance fees for IT.

4. InvestmentsCompanies Number of Currency Par value Nom. share Interest 30.04.14 30.04.13

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 10,000

Infranor Holding S.A.

CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 10,600

Total net carrying amount 20,600 20,600

Cybelec S.A. is the parent company of the Cybelec division with development, production, engineering and sales functions. Cybelec S.A. has one 100 percent subsidiary in China.

Infranor Holding S.A. is the holding company of the Infranor Divi-sion and includes also the operational Infranor Group Management activities. Infranor Holding S.A. owns ten 100 percent subsidiaries, for further details see page 32.

The investments are subjected to an annual impairment test using DCF methods on the balance sheet date.

5. Loans to Group companiesCHF 30.04.14 30.04.13

Infranor Holding S.A., CH-Yverdon-les-Bains 4,828,715 4,160,000

Total 4,828,715 4,160,000

During the period under review, Infranor Inter Ltd. made tempo-rary additional loans of 668,715 CHF to Infranor Holding S.A. aimed to facilitate its operational Infranor Group management activities as well as a partial repayment of the subordinated loan 2006-13.

6. Intangible assetsCHF 30.04.14 30.04.13

Capital Market Costs 152,276 90,459

EDP Software 13,440

Depreciation – 78,330 – 60,015

Total 87,386 30,444

The issuance of the subordinated convertible bond 2009-16 during fiscal year 2009/10 generated publication, legal and banking ex-penses, which were capitalised and will be amortised over a period of 5 years.

7. Loans from Group companiesCHF 30.04.14 30.04.13

Cybelec S.A., CH-Yverdon-les-Bains 1,240,000 580,000

Total 1,240,000 580,000

The loan from Cybelec S.A. will be partially converted in dividend in the first quarter 2014/15.



8. Accrued expensesCHF 30.04.14 30.04.13

Annual report and annual shareholders’ meeting 47,263 51,000

Interest expenses on the subordinated convertible

bond 109,346 109,346

Auditing/actuary costs 60,000 52,000

Taxes/miscellaneous 163,068 25,975

Total 379,677 238,321

9. Subordinated convertible bond 2009-16CHF 30.04.14 30.04.13

Par value of subordinated convertible bond

as at 30.4. 4,359,300 4,359,300

On 21 December, 2009, the shareholders of Infranor Inter Ltd. subscribed to a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. 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 21 June 2010 and 14 December 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this 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 during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).

10. Share capitalNumber of bearer shares issued 30.04.14 30.04.13

With a par value of 20 CHF no. 776,996 776,996

Share capital as at 30.4. CHF 15,539,920 15,539,920

Conditional capital (175,504 shares

with a par value of 20 CHF) CHF 3,510,080 3,510,080

Treasury shares no. 11,110 11,110

In the year under review, no convertible bonds were converted into bearer shares at a nominal price of 20 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

The main shareholder, Perrot Duval Holding S.A. held 77.9 percent of the share capital (previous year 77.9 percent). There are no other known shareholders with more than 3 percent of the voting rights (under Section 663c of the Swiss Code of Obligations).

The Board of Directors and Group Management held a total of 4,179 shares (0.5 percent) in Infranor Inter Ltd. as of 30 April 2014.




12. Shareholders' equityShare General Reserve Reserve Unappro- Total

capital legal from capital for treasury priated

reserve contributions shares retained

earnings

Balance as at 1.5. 15,539,920 856,381 2,773,092 467,128 399,074 20,035,595

Transfer of reserve from capital contributions 0

Dividend – 382,943 – 382,943

Allocation to general reserve 399,074 – 399,074 0


Balance as at 30.4. 15,539,920 1,255,455 2,390,149 467,128 297,424 19,950,076

Income Statement

13. Income from investmentsCHF 13/14 12/13

Cybelec S.A., CH-Yverdon-les-Bains 800,000 800,000

Total 800,000 800,000

14. Financial incomeCHF 13/14 12/13

Interest income

Cybelec S.A., CH-Yverdon-les-Bains 0 0

Infranor Holding S.A., CH-Yverdon-les-Bains 171,717 145,717

Subtotal interest income from Group companies 171,717 145,717

Bank interest 5 63

Fair value change treasury shares – 24,443 – 42,218

Total 147,279 103,562

The major driver of the decrease of the financial income is the im-pact of the share value of the treasury shares.

15. General and administrative costsCHF 13/14 12/13

Personnel costs – 100,907 – 104,135

Auditing costs for holding company & Group – 66,100 – 62,125

Tax on capital and other taxes – 14,744 – 5,874

Publications & General Assembly – 67,345 – 67,793

Other administrative expense – 51,026 72,075

Total – 300,122 – 167,852

The difference versus last year is mainly due to the extraordinary recovery of value added taxes collected last year.

16. Financial expensesCHF 13/14 12/13

Interest paid on convertible bond – 305,151 – 305,151

Financial charges and FX transaction loss – 6,238 – 23,049

Cybelec S.A., CH-Yverdon-les-Bains – 38,344 – 8,436

Subtotal finance costs Group companies – 38,344 – 8,436

Total – 349,733 – 336,636

The slight increase of “financial expenses” is due to the increase of the intercompany loan with Cybelec S.A.



17. Management compensation

Pension fund

Fixed gross Variable gross social security Other

2013/14 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,278 30,237 4,298 6,000 76,813

François Jaquier Member 24,727 0 1,545 3,000 29,272

Richard Müller Member 18,133 0 1,133 3,000 22,266

Francesc Cruellas *) Member / Executive Director 23,468 30,237 2,614 3,000 59,319

Total 102,606 60,474 9,590 15,000 187,670

Group Management

Total Group Management 636,835 40,316 90,311 20,400 787,862

Highest individual compensation Dr. J.-P. van Griethuysen 309,247 30,237 60,076 14,400 413,960

Pension fund

Fixed gross Variable gross social security Other

2012/13 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,278 36,618 7,931 6,000 86,827

François Jaquier Member 24,727 0 2,690 3,000 30,417

Richard Müller Member 18,133 0 1,973 3,000 23,106

Francesc Cruellas *) Member / Executive Director 24,307 36,618 6,629 3,000 70,554

Total 103,445 73,236 19,223 15,000 210,904

Group Management

Total Group Management 625,416 48,824 97,904 28,200 800,344

Highest individual compensation Dr. J.-P. van Griethuysen 300,000 36,618 61,503 22,200 420,321

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.

**) The “Total Group Management” line includes remuneration for members of the group management who also have direct and full management responsibitlity of operational entities. The share of the remuneration reported above, attributable to these operational companies amounted CHF 277’935 during the 2013/14 fiscal year (previous year : CHF 277,954).

Remuneration is disclosed on accrual basis (previously cash ba-sis). The prior year figures have been restated.

No compensation has been paid to former members of the Board of Directors, Group Management or related parties.




18. Share ownership by ManagementBearer

shares

30.04.14

Board of Directors

Nicolas Eichenberger *) Executive Chairman 2,577

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas *) Member/Executive Director 1,102

Total 4,179

Bearer

shares

30.04.13

Board of directors

Nicolas Eichenberger Executive Chairman 2,577

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas Member/Executive Director 1,102

Total 4,179

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.



19. Contingent liabilities1,000 CHF 30.04.14 30.04.13

Guarantees provided by Infranor Inter AG

for banks and landlords 6,240 4,490

Infranor Inter AG guarantee for

subordinated bond 0 3,320

Total 6,240 7,810

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.

20. Risk Management

Risk management takes place within the Infranor Group in accord-ance with the principles and guidelines laid down by the manage-ment. These regulate the protection against market risks (ex-change 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 financial situation.

The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not elimi-nate all business risks. These systems offer adequate but not total protection against errors and losses. Group Management is respon-sible for identifying and assessing significant risks for each Group company. In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a com-

prehensive 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 efficient insurance cover as well as through Infranor’s broad spread of customers across various sectors of industry and geographical regions.

In order to be able to comply fully with the internal guidelines and with Swiss law, every group company follows a defined procedure each quarter based on a comprehensive central internal control system (ICS) with an internet-based multilingual software program support. The structure and the responsibilities are clearly located among a reduced staff. The group management reports quarterly to the Board of Directors, 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 re-quirements as necessary.

21. Basis of preparation

Certain comparative figures have been reclassified to conform to the current year’s presentation.

22. Events after the balance sheet date

No events occurred after the balance sheet date which could have a material impact on the 2013/14 annual financial statements.

There are no other circumstances which the company is required to disclose under Section 663b of the Swiss Code of Obligations.



Proposed appropriation of retained earningsCHF 13/14 12/13

Dissolution of legal reserve from capital contributions 382,943 382,943

Profit/(loss) for the year 297,424 399,074

Unappropriated retained profit/(loss) available to the Annual Shareholders’ Meeting 680,367 782,017

The Board of Directors will propose to the Annual Shareholders' Meeting on 27 October 2014 that unappropriated retained earnings be utilised as follows:

Distribution of a dividend of 2.5% or CHF 0.50 per bearer share 382,943 382,943

Allocation to general legal reserve 297,424 399,074

Total available to Annual Shareholders’ Meeting 680,367 782,017

For 2013 / 2014 the dividend will be attributed as follows :

Dividend out of capital contributions 382,943

Dividend out of retained earnings 0

Total dividend proposed 382,943

Proposed Appropriation of Retained Earnings



Report of the Statutory Auditor

well as evaluating the overall presentation of the financial state-ments. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 30 April 2014 comply with Swiss law and the company’s articles of incorporation.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circum-stances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of in-corporation. We recommend that the financial statements submit-ted to you be approved.

Lausanne, 3 July 2014

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial statements of Infranor Inter AG, which comprise the balance sheet, income state-ment and notes (pages 48 to 56), for the year ended 30 April 2014.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial state-ments based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circum-stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as



Infranor Group

Infranor Inter AG Glatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 307 45 00 Fax +41 (0)44 307 45 10

www.infranor.com [email protected]

Infranor Group Management Rue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Cybelec Division

Switzerland China

Cybelec S.A. Rue des Uttins 27 CH-1400 Yverdon-les-Bains

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 59 90 02 00 Fax: +86 (0)21 59 90 05 65

www.cybelec.ch [email protected]

Infranor Division

Switzerland

Infranor Holding S.A. Rue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Infranor AG Glatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 308 50 00 Fax+41 (0)44 308 50 09


Branch Office Infranor AG Rue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 90 Fax +41 (0)24 447 02 91


AddressesAs at 30 April 2014



Infranor Division (continuation)

Benelux France

Infranor B.V. Burg. Houtkoperlaan 9 NL-4051 Ochten

Phone: +31 344 646 417 Fax: +31 344 642 696


Infranor S.A.S. Avenue Jean Moulin F-65100 Lourdes

Phone: +33 5 62 94 10 67 Fax: +33 5 62 42 18 69


Branch Office Paris Infranor S.A.S 1, rue Georges Besse F-92160 Antony (Paris)

Phone: +33 1 56 45 16 00 Fax: +33 1 46 74 69 56


Germany Spain

Infranor GmbH Donaustrasse 19a D-63452 Hanau

Phone +49 6181 18012 0 Fax +49 6181 18012 90


Infranor Spain S.l.u. Occitània, 24 E-08911 Badalona

Phone: +34 93 460 16 31 Fax: +34 93 399 96 08


Mavilor Motors S.A. Polígono Industrial Bernades Sobirà C/ Empordà 11-13 E-08130 Santa Perpètua de Mogoda (Barcelona)

Phone: +34 93 574 36 90 Fax: +34 93 574 35 70


United Kingdom Italy USA

Infranor GmbH Donaustrasse 19a D-63452 Hanau

Phone +49 6181 18012 0 Fax +49 6181 18012 90


Infranor srl. Via Paruta 32 I-20127 Milano

Phone: +39 0245482144 Fax: +34 0239195729


Infranor, Inc. 299 Ballardvale Street, Suite 4 USA-Wilmington, MA 01887

Phone: +1 978 988 9002 Fax: +1 978 988 9112


China

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.com [email protected]




Tel +41 (0)22 776 61 44Fax +41 (0)22 776 19 17

[email protected]


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

www.infranor.com


Annual Report 2013/14


Tel +41 (0)22 776 61 44

[email protected]


Tel +41 (0)44 307 45 00

www.infranor.com


Documents

Annual Report 2013/14 - Infranor · Annual Report 2013/14 ... Infranor Group Annual Report 2013/2014 Profile 01_INF_2014 ... those achieved by the Cybelec Division (13.5 mil -