Sulzer Annual Report 2025

3Acquisitions of subsidiaries and transactions with non-controlling interests

Acquisitions in 2025

Davies and Mills Co.W.L.L

On January 30, 2025, Sulzer acquired 100% of Davies & Mills Co.W.L.L. (“Davies and Mills”), a Services business specializing in maintenance and repair for rotating equipment including generators, alternators, motors and pumps headquartered in Ras Zuwayed, Bahrain.

The goodwill is attributable to the know-how of the workforce and favorable synergies. The goodwill is not deductible for tax purposes.The fair value of the trade accounts receivable amounts to CHF 0.9 million, which is equal to the gross contractual amount.

The total consideration amounted to CHF 12.3 million paid in cash at the date of the completion. Additional payments will be transferred upon completion of certain criteria on a yearly basis until 2028. A liability of CHF 0.7 million was recorded as an employee benefit in non-current and current provisions. These payments are not considered as part of the total consideration.

Probig Holding GmbH

On August 27, 2025, Sulzer acquired a controlling stake in Probig Holding GmbH (“Probig”), a provider of water and wastewater treatment solutions headquartered in Austria. Sulzer acquired shares representing an ownership of 70 percent in Probig and entered into a binding agreement to acquire the remaining 30 percent of the shares over the next 3 years. The total consideration amounted to CHF 8.0 million, of which CHF 5.2 million was paid in cash and CHF 2.8 million relate to contingent consideration for the purchase price not yet paid for the remaining 30 percent shares not yet transferred.

The goodwill is attributable to the know-how of the workforce and favorable synergies. The goodwill is not expected to be deductible for tax purposes.The fair value of the trade accounts receivable amounts to CHF 1.3 million, which is equal to the gross contractual amount.

The contingent consideration for the purchase price not yet paid was recorded in other current and non-current liabilities. The shares were agreed to be transferred in three tranches, with payments expected in the years 2026, 2027 and 2028. The payments depend on the achieved operating income (EBIT) in the year preceeding each payment, with an agreed payment amount for each tranche. The recorded liability represents the discounted expected payments estimated with the expected value method.

The table below presents the amounts of the assets acquired, the liabilities assumed, the goodwill recorded and the consideration transferred on the date of acquisition.

millions of CHF	Davies and Mills	Probig	Total
Intangible assets	5.7	1.9	7.7
Property, plant and equipment	0.3	0.4	0.7
Other non-current assets	0.1	1.1	1.3
Other current assets	2.8	4.0	6.7
Cash and cash equivalents	1.0	0.5	1.5
Non-current liabilities (excluding borrowings)	–0.4	–1.3	–1.7
Current borrowings	–	–0.3	–0.3
Current liabilities (excluding borrowings)	–0.2	–3.0	–3.3
Net identifiable assets	9.3	3.3	12.7
Goodwill	2.9	4.6	7.6
Total consideration	12.3	8.0	20.3

Purchase price paid in cash	12.3	5.2	17.5
Contingent consideration	–	2.8	2.8
Total consideration	12.3	8.0	20.3

Acquisitions in 2024

Owatec Group Oy

On April 3, 2024, Sulzer acquired a controlling stake in Owatec Group Oy (“Owatec”), a provider of mobile water treatment solutions headquartered in Finland. Sulzer acquired shares representing an ownership of 60 percent in Owatec and entered into a binding agreement to acquire the remaining 40 percent of the shares over the next five years.

On September 23, 2025, an amendment for the settlement to purchase of 35 percent of the shares was concluded leading to a payment of CHF 0.9 million. The liability for the contingent consideration in the amount of CHF 4.9 million was derecognized, with a corresponding income recorded in other operating income (see note 9). The remaining outstanding shares of 5 percent are subject to an unconditional written put option, granting the seller the right to sell all or part of the shares to the purchaser. In accordance with IAS 32, the liability was initially recognized at the present value of the option's exercice price. As of year end 2025, the put option amounted to CHF 0.2 million and was recorded in other current liabilities.

Cash flow from acquisition of subsidiaries

millions of CHF	2025	2024
Cash consideration paid	–17.5	–12.7
Cash acquired	1.5	0.5
Contingent consideration paid	–0.9	–0.9
Total cash flow from acquisitions, net of cash acquired	–16.9	–13.1

Contingent consideration for acquisitions

millions of CHF	2025	2024 1
Balance as of January 1	5.2
Assumed in a business combination	2.8	8.5
Unrealized fair value gain/(loss), net	0.4	–0.4
Reclassifications	–0.7	–
Payment of contingent consideration 2	–0.9	–0.9
Release to other operating income	–3.9	–2.0
Total contingent consideration as of December 31	2.8	5.2
– thereof non-current	1.8	5.2
– thereof current	1.0	–

1) The liability for the purchase price not yet paid of CHF 5.6m was reclassified as contingent consideration related to a change in accounting policy.

2) The payments are presented in the cash flow statement in “Acquisitions of subsidiaries, net of cash acquired”.

Transactions with non-controlling interests

millions of CHF	2025	2024
Carrying amount of non-controlling interests acquired (disposed)	–	–1.5
Consideration received (paid) in cash	–	0.0
Decrease in equity attributable to owners of Sulzer Ltd	–	–1.5

After entering into a collaboration with a local partner, the group’s ownership in Sulzer Pumps (Nigeria) Ltd. decreased in the second half of 2024. The group continues to exercise strategic and management control over the subsidiary following the group’s reduction in ownership.

As of December 31, 2024, a payment of CHF 0.3 million in connection with the acquisition of the remaining 25 percent ownership in Sulzer Saudi Pumps Company in 2023 is reported in the cash flow statement in divestiture (acquisition) of non-controlling interests.