4.1Changes to the group of consolidated companies
Acquisition of consolidated companies
Green Streams GmbH
On 24 April 2025, Zattoo Deutschland GmbH acquired 100% of the shares in Green Streams GmbH for a purchase price of CHF 3.8 million. The assets acquired, the liabilities, the revenues recognised since acquisition date, and the net income are not material. No material costs were incurred in connection with the transaction.
Sales of consolidated companies in the financial year
Splicky GmbH
On 30 December 2025, Goldbach Group AG sold its 100% stake in Splicky GmbH to Adform A/S. Due to deconsolidation, assets of CHF 8.6 million (CHF 1.5 million of which were cash and cash equivalents) and liabilities of CHF 8.9 million were derecognised. The sale price was CHF 0.3 million, which was paid in cash. The loan receivables from Splicky GmbH in the amount of CHF 1.5 million outstanding as of closing were paid in January 2026. No material costs were incurred in connection with the transaction. A profit of CHF 0.6 million arising from the sale of the investments is recognised in the financial result.
Changes to the group of consolidated companies
Mergers and transfers
To simplify the Group structure, the following mergers were completed in the reporting period, effective 1 January 2025:
- The investments Goldbach Manufaktur AG and Goldbach neXT AG were merged into Goldbach Group AG.
- The investments Tamedia Basler Zeitung AG and Tamedia ZRZ AG were merged into Tamedia Publikationen Deutschschweiz AG.
- The investment H. Locher Consulting & Marketing GmbH was merged into Goldbach Neo OOH AG.
- The investments Goldbach TV (Germany) GmbH, Goldbach Video GmbH and Goldbach Smart TV GmbH were merged into Goldvertise Media GmbH.
- The investment Green Streams GmbH was merged into Zattoo Deutschland GmbH.
Group of consolidated companies
All companies over which TX Group AG exercises control either directly or indirectly are included in the consolidated financial statements. Companies acquired during the reporting year are included in the consolidated financial statements as of the date on which control was assumed, and companies sold are excluded from the consolidated financial statements as of the date on which control was surrendered.
Consolidation method
The consolidated financial statements comprise the financial statements of the parent company and the companies it controls. The company gains control if it:
- can exercise power of disposal over the associated companies,
- is exposed to fluctuations in returns as a result of its association, and
- is able to influence returns on the basis of its power of disposal.
The assets, liabilities, revenues and expenses of the companies included in the group of consolidated companies are accounted for in their entirety using the full consolidation method. The non-controlling interests in equity and net income/(loss) are disclosed separately in the balance sheet and the income statement.
Joint ventures in which TX Group AG directly or indirectly holds 50% of the voting rights or over whose financial and operational decisions it exercises control based on agreements entered into with partners, thereby owning rights to the net assets of the joint venture, are accounted for using the equity method.
Investments in companies in which TX Group AG directly or indirectly holds less than 50% of the voting rights (associates) and over whose financial or operational decisions it does not exercise any control but over which it has significant influence are also accounted for using the equity method.
The recognition of joint ventures and associates in the consolidated financial statements is explained under investments in associates/joint ventures.
Capital consolidation
The share of equity of consolidated companies is accounted for using the acquisition method. This means that with any business combination there is an option of measuring the non-controlling interests at fair value or according to the proportion of assets acquired. In the case of business combinations that are achieved in stages, the fair value of the previously held equity interest is remeasured to fair value at the acquisition date. Any gains or losses and any costs incurred in relation to the acquisition are directly recognised in the income statement.
Treatment of intercompany profits
Profits on intragroup sales not yet realised through sales to third parties as well as gains from the intragroup transfer of property, plant and equipment and investments in subsidiaries are eliminated in the consolidation.
Foreign currency translation
The consolidated financial statements of TX Group are presented in CHF. Monetary items in foreign currency in the individual financial statements are translated at the exchange rate applicable on the balance sheet date. Foreign currency transactions executed during the financial year are recognised at the average monthly exchange rate. The resulting exchange rate differences are recognised directly in the income statement. Assets and liabilities of subsidiaries whose functional currency is not the CHF are converted in the consolidated financial statements using the exchange rate on the reporting date, while items in the income statement are converted using the average exchange rate.