Notes to the financial statements

1. Principles

1. Principles

1.1 General

These annual financial statements were prepared in accordance with the provisions of the Swiss accounting law (Title 32 of the Swiss Code of Obligations [CO]). The main valuation principles applied that are not prescribed by law are described below.

In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), the company does not provide a management report, a cash flow statement, or additional information in the notes and refers instead to the consolidated financial statements of dormakaba Holding AG for the relevant information.

1.2 Loans to Group companies and other financial assets

Loans granted to Group companies and other financial investments in foreign currencies are valued at the market rate on the balance sheet date. The valuation is at nominal value, taking into consideration any impairment required.

1.3 Investments

Investments are valued in accordance with the principle of individual valuation. General value adjustments can be applied.

1.4 Dividend income

Dividend income is recorded when payment is received.

2. Information on balance sheet items

2. Information on balance sheet items

2.1 Investments

 

 

 

Share capital in local currency

 

Voting rights in %

dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE

 

EUR

 

27,642,105

 

52.5

dormakaba Beteiligungs-GmbH, Ennepetal/DE

 

EUR

 

1,000,000

 

52.5

There are no changes to the investments compared to the prior year.

2.2 Loans to Group companies

Counterparty

 

Currency

 

Interest rate

 

Financial year ended 30.06.2026

 

Interest rate

 

Financial year ended 30.06.2025

dormakaba International Holding AG, Rümlang/CH

 

CHF

 

2.40%

 

167.9

 

1.50%

 

171.1

Total loans to Group companies

 

 

 

 

 

167.9

 

 

 

171.1

2.3 Long-term provisions

These provisions relate to general risks.

2.4 Share capital

As at 30 June 2026, the share capital amounted to CHF 420,002.60 divided into 42,000,260, registered shares at a par value of CHF 0.01.

Conditional capital as at 30 June 2026 amounted to CHF 42,438.40.

The company has a capital range ranging from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until October 5, 2028, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 4,200,000 fully paid registered shares with a nominal value of CHF 0.01 each or by canceling up to 4,200,000 registered shares with a nominal value of CHF 0.01 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and reincrease of the share capital. No shares were issued out of authorized capital in the 2025/26 financial year.

On 28 October 2025, the company implemented a 1-for-10 share split, increasing the number of registered shares from 4,200,026 to 42,000,260. The share split did not affect the total amount of share capital.

2.5 Principal shareholders

 

 

As at 30.06.2026 No. of shares at CHF 0.01 par value

%

 

As at 30.06.2025 No. of shares at CHF 0.01 par value

%

Pool Shareholders 1

 

11,624,130

27.7

 

11,624,230

27.7

Group’s treasury shares

 

411,732

1.0

 

413,330

1.0

Public shareholders

 

 

 

 

 

 

SEO Management AG

 

2,241,152

5.3

 

3,391,090

8.1

UBS Fund Management (Switzerland) AG

 

2,107,310

5.0

 

2,107,310

5.0

Other public shareholders

 

25,490,264

60.7

 

24,352,960

58.0

Total public shareholders

 

29,838,726

71.0

 

29,851,360

71.1

BoD and EC members 2

 

 

 

 

 

 

BoD members

 

2,325,867

5.5

 

2,315,780

5.5

EC members

 

32,800

0.1

 

26,380

0.1

Total BoD and EC members

 

2,358,667

5.6

 

2,342,160

5.6

Less double-counting in respect of Pool Shareholders 3

 

–2,232,995

–5.3

 

–2,230,820

–5.4

Total shares

 

42,000,260

100.0

 

42,000,260

100.0

1 The following persons are party to the pool agreement dated 29 April 2015, updated 7 December 2021: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, CM Beteiligungs-GmbH / Ennepetal, CM-Familienstiftung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB Beteiligungs-GmbH / Ennepetal, as well as Martina Bössow / Meilen, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Kim Dubs / Zurich, Linus Dubs / Zurich, Amy Flückiger / Herrliberg, Anja Flückiger / Herrliberg, Flo Flückiger / Herrliberg, Marina Forrer / Porrentruy, Christian Forrer / Bern, Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Basil Ullmann / Zollikon, Lynn Ullmann / Zollikon, Sascha Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.

2 Including related parties.

3 Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.

2.6 Treasury shares

 

 

Financial year ended 30.06.2026

 

Financial year ended 30.06.2025

 

 

CHF million

 

Number of shares

 

CHF million

 

Number of shares

Treasury shares held in other controlled entities at the beginning of the period

 

27.8

 

413,330

 

5.7

 

90,270

Purchase

 

8.0

 

149,292

 

25.9

 

385,000

Sale to parent compay

 

–1.4

 

–23,634

 

–1.3

 

–18,080

Share-based compensation

 

–8.2

 

–127,256

 

–2.5

 

–43,860

Total treasury shares held in other controlled entities at the end of the period

 

26.2

 

411,732

 

27.8

 

413,330

 

 

 

 

 

 

 

 

 

Own shares at the beginning of the period

 

0.0

 

 

0.0

 

Purchase from controlled entities

 

1.4

 

23,634

 

1.3

 

18,080

Share-based compensation

 

–1.4

 

–23,634

 

–1.2

 

–18,080

Revaluation

 

0.0

 

 

–0.1

 

Own shares at the end of the period

 

0.0

 

 

0.0

 

3. Information on the income statement

3. Information on the income statement

3.1 Dividend income

The dividend income for the year is CHF 34.5 million (2024/25: CHF 36.5 million).

3.2 Financial expenses

The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH + Co. KGaA to guarantee the bonds issued by dormakaba Finance AG.

3.3 Other operating expenses

The main expense items relate to external consulting services and marketing expenses.

3.4 Direct taxes

Direct taxes comprise capital taxes and income taxes.

4. Other information

4. Other information

4.1 General information

dormakaba Holding AG is incorporated and domiciled in Rümlang (Switzerland). The address of its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland.

The company is listed on the SIX Swiss Exchange.

4.2 Full-time equivalents

As at 30 June 2026, dormakaba Holding AG did not employ any personnel, consistent with the prior year.

4.3 Contingent liabilities

CHF million

 

Financial year ended 30.06.2026

 

Financial year ended 30.06.2025

Guarantees

 

540.6

 

870.2

Of which used

 

0.0

 

0.0

As in the previous year, the guarantees disclosed relate to the guarantee accorded to the bondholders for the bonds issued by dormakaba Finance AG in the total nominal amount of CHF 475.0 million (2024/25: 795.0 million).

The dormakaba companies in Switzerland are treated as a single entity for VAT purposes (Group taxation, article 13 Swiss VAT Act). If one company is unable to meet its payment obligations to the taxation authorities, the other Group companies within the tax group are jointly and severally liable.

5. Conditional capital

5. Conditional capital

 

 

Financial year ended 30.06.2026

 

Financial year ended 30.06.2025

 

 

Share capital value in CHF

 

Number of shares

 

Share capital value in CHF

 

Number of shares 1)

Conditional capital at the end of the period

 

42,438

 

4,243,840

 

42,438

 

4,243,840

1) The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly.

Conditional capital of CHF 36,000 (2024/25: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2024/25: CHF 6,438.40) for shares or share options to associates and BoD members, of which CHF 0 (2024/25: CHF 0) were exercised in the 2025/26 financial year.

6. Shareholdings of BoD and EC members

6. Shareholdings of BoD and EC members

As at the reporting date, the individual BoD and EC members (including related parties) held the following numbers of shares in dormakaba Holding AG. None of the BoD and EC members held any options.

Number of shares 3)

 

Financial year ended 30.06.2026

 

Financial year ended 30.06.2025

BoD

 

 

 

 

Brandtzaeg Svein Richard

 

17,997

 

12,950

Lochiatto Kenneth

 

8,923

 

7,410

Aebischer Thomas

 

9,553

 

8,040

Birgersson Jens

 

17,583

 

29,270

Brecht-Bergen Stephanie

 

2,232,995

 

2,230,820

Gummert Hans

 

18,383

 

16,870

Janik Marianne

 

4,129

 

1,270

Laeber Ilias

 

4,129

 

1,270

Poeschel Ines

 

6,152

 

3,370

Regelski Michael

 

6,023

 

4,510

Total BoD

 

2,325,867

 

2,315,780

EC

 

 

 

 

Baur Christian

 

-

 

-

Bewick Stephen

 

17,290

 

9,100

Franke Carsten

 

-

 

-

David W Fuller 1

 

-

 

-

Guardiola Magín 2

 

-

 

13,400

Peter René

 

5,050

 

3,420

Reuter Till

 

10,460

 

460

Total EC

 

32,800

 

26,380

1) EC Member as of 1 September 2025

2) EC Member until 31 August 2025

3) The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly.

7. Events after the balance sheet date

7. Events after the balance sheet date

There were no events between 30 June 2026 and 28 August 2026 which would necessitate adjustments to the book value of the dormakaba Holding AGʼs assets or liabilities, or which require additional disclosure in the financial statements.