Relais Group Oyj

Quarterly Report • Nov 29, 2022

Interim Financial Information January–September 2022

INTERIM FINANCIAL INFORMATION 1 JANUARY – 30 SEPTEMBER 2022: TABLE SECTION

Content

Consolidated income statement Consolidated comprehensive income statement Consolidated balance sheet Changes in the Group's equity Consolidated cash flow statement Notes

CONSOLIDATED INCOME STATEMENT

EUR thousand	Note	Jul Aug 2022	Jul Aug 2021	Jan Sep 2022	Jan Sep 2021	Jan Dec 2021
Net sales	3	64,780	58,741	185,498	164,283	237,830
Other operating income		599	540	2,012	2,135	3,074
Materials and services		-36,003	-33,021	-101,954	-96,498	-138,242
Employee benefit expenses		-12,216	-10,834	-40,403	-31,948	-46,945
Depreciation, amortisation and impairments		-4,252	-3,203	-12,165	-9,191	-12,963
Other operating expenses		-6,089	-4,931	-18,648	-13,009	-19,712
Operating profit		6,818	7,292	14,340	15,772	23,042
Financial income	4	908	305	3,541	720	1,222
Financial expenses	4	-2,639	-1,503	-8,362	-4,088	-5,794
Net financial expenses		-1,731	-1,198	-4,820	-3,368	-4,572
Profit before income taxes		5,087	6,094	9,519	12,404	18,470
Income taxes		-1,396	-1,532	-3,179	-3,185	-4,093
Profit for the financial year		3,691	4,562	6,341	9,219	14,377
Profit for the financial year attributable to
Owners of the parent company		3,691	4,562	6,338	9,197	14,346
Non-controlling interests		0	1	2	22	30
Earnings per share
Basic earnings per share, euro	5	0.21	0.26	0.35	0.52	0.81
Diluted earnings per share, euro	5	0.20	0.25	0.34	0.50	0.78

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT

EUR thousand	Jul Sep 2022	Jul Sep 2021	Jan Sep 2022	Jan Sep 2021	Jan Dec 2021
Profit for the financial year	3,691	4,562	6,341	9,219	14,377
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Foreign currency translation difference	-911	-1,827	-3,214	-347	-620
Total other comprehensive income for the financial year	-911	-1,827	-3,214	-347	-620
Total comprehensive income for the financial year	2,780	2,735	3,127	8,873	13,757
Total comprehensive income attributable to
Owners of the parent company	2,781	2,736	3,134	8,854	13,734
Non-controlling interests	-2	-1	-7	18	23

CONSOLIDATED BALANCE SHEET

		30 Sep	30 Sep	31 Dec
EUR thousand	Note	2022	2021	2021
ASSETS
Non-current assets
Intangible assets		14,467	14,089	15,066
Goodwill		116,972	108,380	116,630
Tangible assets	7	4,462	3,996	4,897
Right-of-use assets	7	53,627	50,760	54,143
Deferred tax assets		882	856	798
Other non-current assets	8	438	85	85
Total non-current assets		190,849	178,167	191,619
Current assets
Inventories		77,038	65,547	73,352
Current tax receivables		1,693	1,234	2,588
Trade and other receivables		36,696	31,079	31,170
Cash at bank and in hand		12,525	19,863	11,803
Total current assets		127,951	117,723	118,912
Total assets		318,800	295,890	310,531

EUR thousand	Note	30 Sep 2022	30 Sep 2021	31 Dec 2021
EQUITY
Share capital		80	80	80
Reserve for invested unrestricted equity	5,9	74,125	71,500	71,436
Translation differences		-4,836	-1,362	-1,632
Retained earnings	5	31,930	29,083	34,232
Equity attributable to owners of the parent company		101,299	99,301	104,117
Non-controlling interests		0	332	337
Total equity		101,299	99,633	104,454
LIABILITIES
Non-current liabilities
Loans from financial institutions	8	100,025	94,599	90,537
Lease liabilities	8	43,257	41,963	44,284
Other non-current financial liabilities	8	0	3,163	1,609
Other non-current liabilities		61	348	650
Deferred tax liabilities		5,911	5,947	6,179
Total non-current liabilities		149,254	146,021	143,259
Current liabilities
Loans from financial institutions	8	10,731	6,379	6,042
Lease liabilities	8	11,555	9,370	10,641
Other current financial liabilities	8	3,040	345	2,937
Current tax liabilities		3,320	2,881	4,305
Trade and other payables	8	39,602	31,262	38,893
Total current liabilities		68,248	50,237	62,818
Total liabilities		217,501	196,257	206,076
Total equity and liabilities		318,800	295,890	310,531

CONSOLIDATED CASH FLOW STATEMENT

	Jul	Jul	Jan	Jan	Jan
EUR thousand	Sep 2022	Sep 2021	Sep 2022	Sep 2021	Dec 2021
Cash flows from operating activities
Profit for the financial year	3,691	4,562	6,341	9,219	14,377
Adjustments:
Depreciation, amortisation and impairment losses	4,252	3,203	12,165	9,191	12,963
Financial income and expenses	1,325	1,095	3,274	2,999	3,889
Unrealised foreign exchange gains and losses	398	103	1,547	369	683
Income tax expense	1,396	1,532	3,179	3,185	4,093
Other adjustments	92	754	329	1,962	2,467
Cash flows before change in net working capital	11,154	11,249	26,834	26,925	38,472
Change in net working capital:
Change in trade and other receivables
(increase (-) / decrease (+))	-6,055	-5,003	-5,384	-5,313	-1,317
Change in inventories (increase (-) / decrease (+))	-967	-4,361	-4,062	-9,595	-14,814
Change in trade and other payables
(increase (+) / decrease (-))	3,745	-922	394	-1,098	-1,293
Cash flows before finance items	7,878	963	17,781	10,919	21,048
Interest paid	-356	-753	-2,176	-2,455	-3,465
Interest received	23	17	64	41	67
Other financial items	-114	-144	-247	-260	-404
Dividens received	0	0	5	0	0
Income taxes paid	-1,184	-722	-3,866	-2,975	-4,052
Net cash from operating activities (A)	6,246	-640	11,561	5,270	13,194
Cash flows from investing activities
Acquisition of intangible and tangible assets	-396	-396	-1,242	-1,567	-2,482
Proceeds from sale of tangible and intangible assets	-31	11	178	11	197
Acquisition of subsidiaries, net of cash acquired	-819	-3	-9,739	-44,212	-52,872
Net cash used in investing activities (B)	-1,246	-388	-10,803	-45,768	-55,157
Cash flows from financing activities
Proceeds from current loans and borrowings	3,510	4,497	3,510	4,497	4,500
Repayment of current loans and borrowings	22	-6,189	-13	-6,189	-6,569
Proceeds from non-current loans and borrowings	0	300	16,500	40,735	40,735
Repayment of non-current loans and borrowings	-24	1,022	-3,347	-3,020	-6,743
Dividends paid	0	0	-6,459	-5,189	-5,189
Repayment of lease liabilities	-2,713	-2,181	-7,793	-5,896	-8,306
Acquisition of non-controlling interest	11	0	-2,512	0	0
Proceeds from shares subscriptions based on share options	0	0	207	915	915
Net cash from financing activities (C)	806	-2,551	92	25,853	19,343
Net cash from (used in) operating, investing and
financing activities (A+B+C)	5,806	-3,578	850	-14,644	-22,620
Net increase (decrease) in cash and cash equivalents	5,806	-3,578	850	-14,644	-22,620
Cash and cash equivalents, at the beginning of the period	6,835	23,771	11,803	34,669	34,669
Effects of exchange rate fluctuations on cash held	-115	-330	-128	-162	-245
Cash and cash equivalents, at the end of the period	12,526	19,862	12,525	19,862	11,803

CHANGES IN THE GROUP'S EQUITY

		Equity attributable to owners of the parent company
EUR thousand	Share capital	Reserve for invested unrestricted equity	Translation differences	Retained earnings	Total	Non control ling interests	Total equity
Equity 1 Jan 2022	80	71,436	-1,632	34,232	104,117	337	104,454
Comprehensive income Profit (loss) for the period Change in translation differences			-3,205	6,338 0	6,338 -3,205	2 -9	6,341 -3,214
Total comprehensive income
for the financial year	0	0	-3,205	6,338	3,134	-7	3,127
Transactions with owners of the parent company
Shares issues related to business combinations		1,168			1,168	0	1,168
Share-based payments		1,314			1,314	0	1,314
Shares subscribed by usingoption rights Acquisition of non-controlling interest		207		-2,182	207 -2,182	0 -330	207 -2,512
Dividend distribution				-6,459	-6,459	0	-6,459
Total transactions with owners
of the parent company	0	2,689	0	-8,640	-5,952	-330	-6,282
Equity 30 Sep 2022	80	74,125	-4,836	31,930	101,299	0	101,299

		Equity attributable to owners of the parent company
EUR thousand	Share capital	Reserve for invested unrestricted equity	Translation differences	Retained earnings	Total	Non control ling interests	Total equity
Equity 1 Jan 2021	80	56,226	-1,019	25,075	80,362	314	80,676
Profit (loss) for the period Change in translation differences			-343	9,197	9,197 -343	22 -4	9,219 -347
Total comprehensive income
for the financial year	0	0	-343	9,197	8,854	18	8,873
Transactions with owners of the parent company Shares issues related to business combinations		14,359			14,359		14,359
Shares subscribed by using option rights Dividend distribution				-5,189	915 -5,189		915 -5,189
Total transactions with owners
of the parent company	0	15,274	0	-5,189	10,085	0	10,085
Equity 30 Sep 2021	80	71,500	-1,362	29,083	99,301	332	99,633

		Reserve for				Non
		invested				control
EUR thousand	Share capital	unrestricted equity	Translation differences	Retained earnings	Total	ling interests	Total equity
Equity 1 Jan 2021	80	56,226	-1,019	25,075	80,362	314	80,676
Profit (loss) for the period			0	14,346	14,346	30	14,377
Change in translation differences			-612	0	-612	-8	-620
Total comprehensive income
for the financial year	0	0	-612	14,346	13,734	23	13,757
Transactions with owners
of the parent company
Shares issues related to business
combinations		14,296		0	14,296	0	14,296
Shares subscribed by using option rights
Dividend distribution		915		0 -5,189	915 -5,189	0 0	915 -5,189
Total transactions with owners
of the parent company	0	15,210	0	-5,189	10,022	0	10,022
Equity 31 Dec 2021	80	71,436	-1,632	34,232	104,117	337	104,454

NOTES

• 1. Basis of accounting
• 2. Seasonality
• 3. Disaggregation of net sales
• 4. Financial income and expenses
• 5. Earnings per share, dividend payment and share-based payments
• 6. Segment information
• 7. Changes to tangible and right-of-use assets
• 8. Finance arrangements
• 9. Business combinations
• 10. Related party transactions
• 11. Events after the reviewed period

1. BASIS OF ACCOUNTING

These interim financial information of Relais Group (hereinafter "Relais" or "Group") for the nine-month period ending 30 September 2022 have been prepared solely for the purpose of inclusion in the Prospectus in accordance with the Prospectus Regulation (EU) 2017/1129 and the Commission Delegated Regulation (EU) 2019/980, prepared in connection with the listing of Relais Group Plc and the offering of the company's shares to the public and the listing of the shares in the stock exchange list of Nasdaq Helsinki Oy, and these interim financial information cannot be used for any other purposes.

This financial interim financial information has been prepared in accordance with the IAS 34 Interim Financial Reporting standard which are consistent with the accounting policies of Relais Groups's first, 2021 financial statements, with the exception of changes to the existing standards IFRS 3, IAS 16 and IAS 37, which the group has applied from 1 January 2022. According to the management's assessment, the implementation of the changes will not have a significant impact on the group's financial statements.

As of September 1, 2022, Relais has changed the basis of internal reporting for the reporting segments and reports them to the chief operating decision maker based on international financial reporting standards (IFRS). Previously, the basis of preparation was in accordance with the Finnish accounting and financial statement regulations (FAS). The segment information according to the new accounting basis is presented in note 6.

2. SEASONALITY

The seasonality of the group's business has an impact on the demand for Relais' services, which in turn affects its net sales, net operating profit, and cash flows. Variation in seasonal temperatures, such as warm summers and cold winters, can have an effect on the demand for batteries, starter motors, and chargers as well as the need for vehicle air conditioning and heating. Furthermore, the demand for lighting products, such as LEDs and auxiliary lights, typically grows in the fall and winter months. Due to seasonal changes, Relais typically produces greater Net sales in the second half of the year.

3. DISAGGREGATION OF NET SALES

Consolidated net sales is disaggregated by product line and geographical market in the tables below. Markets are based on the geographic location of customers.

EUR thousand	Jan-Sep 2022	Jan-Sep 2021	Jan-Dec 2021
Equipment	23,614	23,890	33,222
Lighting	40,132	39,338	61,892
Spare parts	58,976	59,382	80,062
Repair and maintenance	61,928	40,605	60,039
Other	848	1,068	2,616
Total	185,498	164,283	237,830

EUR thousand	Jan-Sep 2022	Jan-Sep 2021	Jan-Dec 2021
Finland	82,532	85,880	123,475
Sweden	78,412	59,685	88,262
Estonia	3,391	3,233	4,796
Norway	4,471	4,602	6,412
Other countries	16,692	10,883	14,885
Total	185,498	164,283	237,830

4. FINANCE INCOME AND EXPENSES, EFFECT OF EXCHANGE RATES

Financial income and expenses are detailed in the table below.

	Jul-Sep	Jul-Sep	Jan-Sep	Jan-Sep	Jan-Dec
EUR thousand Financial income	2022	2021	2022	2021	2021
Foreign exchange gains	826	276	3,149	647	1,155
Interest income	23	17	64	41	67
Other financial income	1	13	6	32	0
Changes in fair values	58	0	322	0	0
Financial income total	908	305	3,541	720	1,222
Financial expenses
Foreign exchange losses	-1,349	-514	-5,076	-1,230	-1,997
Interest expenses	-1,288	-944	-3,281	-2,782	-3,785
Other financial expenses	-2	-45	-5	-76	-12
Financial expenses total	-2,639	-1,503	-8,362	-4,088	-5,794
Net financial expenses	-1,731	-1,198	-4,820	-3,368	-4,572

The increase in net financial expenses in the reporting period is due to unrealized exchange rate gains and losses of unhedged foreign currency loans. The increase in reference interest rates on loans from financial institutions increased the interest expenses by approximately EUR 0.2 million in the review period.

The strengthening of the USD against the euro increased the costs of the materials and services item in the group's income statement by approximately EUR 0.7 million in the review period. The development of the EUR/SEK exchange rate during the review period had a negative impact on the Group's EBITA. At comparable exchange rates, EBITA during the review period would have been approximately EUR 0.2 million higher than reported.

5. EARNINGS PER SHARE, DIVIDEND PAYMENT AND SHARE-BASED PAYMENTS

EUR	Jul-Sep 2022	Jul-Sep 2021	Jan-Sep 2022	Jan-Sep 2021	Jan-Dec 2021
Earnings per share, basic	0.21	0.26	0.35	0.52	0.81
Earnings per share, diluted	0.20	0.25	0.34	0.50	0.78

	Jul-Sep 2022	Jul-Sep 2021	Jan-Sep 2022	Jan-Sep 2021	Jan-Dec 2021
Number of outstanding shares at the end of the period	18 132 308	17 941 433	18 132 308	17 941 433	17 941 433
Weighted average number of shares, basic	18 132 308	17 941 433	18 024 511	17 562 625	17 658 106
Weighted average number of shares, diluted	18 787 677	18 690 040	18 752 469	18 399 444	18 483 266

The AGM of 13 April 2022 decided that, in accordance with the board's proposal, a dividend of EUR 0.36 per share will be paid from the parent company's distributable assets to the shareholders who, on the record date of the dividend payment, April 19, 2022, were entered in the company's shareholder register maintained by Euroclear Finland Oy. The dividend was paid on April 26, 2022.

A total of EUR 6.5 million in dividends was paid out.

Share-based payment arrangement was related to Lumise and was considered a transaction separate from the business combination, and consequently was accounted as an employee benefit expense. The terms of the arrangement were fulfilled and EUR 1.3 million was paid in 64,407 company shares.

6. SEGMENT INFORMATION

	Finland&	Scandi		Elimina
EUR thousand	Baltics	navia	Other	tions	Total
Jan-Sep 2022
External revenue	88,254	97,248	0	-4	185,498
Internal revenue	5,252	559	227	-6,038	0
Material and services	-54,133	-53,456	0	5,634	-101,954
Gross profit	39,374	44,351	227	-408	83,544
Depreciation, amortisation and impairment	-6,147	-3,524	-37	-2,457	-12,165
Other income and expenses	-26,212	-27,980	-2,206	-641	-57,039
Operating profit	7,014	12,848	-2,016	-3,506	14,340
Financial items	-603	-1,959	-2,252	-7	-4,820
Profit before income taxes	6,411	10,889	-4,268	-3,513	9,519

	Finland&	Scandi		Elimina
EUR thousand	Baltics	navia	Other	tions	Total
Jan-Sep 2021
External revenue	90,989	73,295	0	-1	164,283
Internal revenue	5,079	409	0	-5,488	0
Material and services	-56,134	-44,653	0	4,289	-96,498
Gross profit	39,934	29,050	0	-1,199	67,785
Depreciation, amortisation and impairment	-5,772	-1,438	-28	-1,952	-9,191
Other income and expenses	-24,943	-14,793	-1,279	-1,807	-42,822
Operating profit	9,219	12,819	-1,307	-4,959	15,772
Financial items	-828	-1,495	8,251	-9,295	-3,368
Profit before income taxes	8,390	11,324	6,944	-14,254	12,404

	Finland&	Scandi		Elimina
EUR thousand	Baltics	navia	Other	tions	Total
Jan-Dec 2021
External revenue	130,851	106,979	0	0	237,830
Internal revenue	8,324	751	0	-9,075	0
Material and services	-82,164	-64,053	0	7,976	-138,242
Gross profit	57,011	43,676	0	-1,099	99,588
Depreciation, amortisation and impairment	-7,913	-2,325	-40	-2,685	-12,963
Other income and expenses	-35,418	-23,600	-2,389	-2,176	-63,584
Operating profit	13,680	17,751	-2,428	-5,961	23,042
Financial items	-1,038	-1,959	6,459	-8,034	-4,572
Profit before income taxes	12,642	15,793	4,031	-13,996	18,470

	Finland&	Scandi		Elimina
EUR thousand	Baltics	navia	Other	tions	Total
Jan-Dec 2020
External revenue	59,857	69,121	0	0	128,978
Internal revenue	4,213	474	286	-4,974	0
Material and services	-45,543	-43,257	-120	4,459	-84,460
Gross profit	18,527	26,338	166	-514	44,518
Depreciation, amortisation and impairment	-2,308	-1,182	-27	-465	-3,982
Other income and expenses	-7,241	-14,194	-1,321	71	-22,685
Operating profit	8,979	10,963	-1,182	-909	17,851
Financial items	854	-2,302	320	-490	-1,617
Profit before income taxes	9,833	8,661	-861	-1,398	16,234

Other- item includes management and administrative services provided by the parent company to the group.

Eliminations- column includes internal eliminations as well as postings and amortizations related to acquisitions.

Relais segment information for 2021 has been restated to reflect the change in the basis of preparation. Until year-end 2021 segment information for management reporting was prepared in accordance with Finnish accounting standards (FAS). Starting 1st of September 2022 segment information preparation for management reporting is based on International Financial Reporting Standards (IFRS). Restatement had no impact on the Group's total figures.

7. CHANGES TO TANGIBLE AND RIGHT-OF-USE ASSETS

CHANGES TO RIGHT-OF-USE ASSETS

EUR thousand	30 Sep 2022	30 Sep 2021	31 Dec 2021
Cost at the beginning of period	65,818	20,323	20,323
Additions	2,223	10,559	12,701
Business combinations	2,911	29,156	33,049
Exchange differences	-1,351	-66	-210
Disposals	-2,522	-217	-245
Revaluations	4,918	174	200
Cost at the end of period	71,996	59,929	65,818
Accumulated depreciation and impairment at the beginning of
the period	-11,675	-3,140	-3,140
Disposals	1,264	217	245
Depreciation	-8,218	-6,251	-8,798
Exchange differences	260	5	18
Accumulated depreciation and impairment at the end of the
period	-18,369	-9,168	-11,675
Book value at the beginning of the period	54,143	17,183	17,183
Book value at the end of the period	53,627	50,760	54,143

CHANGES TO TANGIBLE ASSETS

EUR thousand	30 Sep 2022	30 Sep 2021	31 Dec 2021
Cost at the beginning of period	15,055	3,891	3,891
Additions	819	1,314	2,424
Business combinations	1,026	2,818	9,688
Exchange differences	-465	-21	-88
Disposals	-60	-156	-406
Reclassifiations	118	42	42
Cost at the end of period	16,310	7,888	15,055
Accumulated depreciation and impairment at the beginning of the period	-10,159	-3,026	-3,026
Business combinations	-955	-143	-6,244
Disposals	58	145	320
Reclassifiations	-118	-28	-47
Depreciation	-1,197	-604	-1,225
Exchange differences	341	15	64
Accumulated depreciation and impairment at the end of the
period	-11,848	-3,892	-10,159
Book value at the beginning of the period	4,897	865	865
Book value at the end of the period	4,462	3,996	4,897

The most significant additions in the review period and comparison period are related to premises, of which right-of-use assets acquired with lease agreements have been recorded in connection with business acquisitions.

Revaluations in rents include additions to right-of-use assets and lease liabilities due to rent increases and due to changes in lease terms in lease agreements for existing premises.

8. FINANCING ARRANGEMENTS

Changes in financing arrangements

The Senior Facilities Agreement between the Company and its main bank has initially been entered into in May 2022, after with it has been restated and extended three times during 2020-2022.

On 30 March 2022, the Company agreed on extensions and amendments of its Senior Facilities Agreement with its main bank. The Amended and Restated Facilities Agreement includes a new committed term loan facility of EUR 7 million and uncommitted term loan facility of EUR 25 million for possible future corporate acquisitions. At the same time, the Amended and Restated Facilities Agreement was extended by one year until the end of May 2024, which means that EUR 100.0 million of the loans will be repaid in 2024 instead of 2023 and are presented as long-term loans from financial institutions.

The maximum amount of financial limits under the Amended and Restated Facilities Agreement is EUR 133.7 million, comprising of financing for corporate acquisitions of a maximum of EUR 101.7 million, an uncommitted term loan facility of EUR 25 million and an RCF limit of EUR 7 million. During the review period, the Company increased both the loan facility and the RCF limit so, that at the end of the review period, the undrawn portion of the uncommitted senior facilities was EUR 15.5 million and of RCF limit EUR 1.3 million.

During the review period, MEUR 16.5 Acquisition financing was drawn down, and the undrawn portion EUR 15.5 million. After these drawdowns, the annual repayment amount of acquisition loans is total EUR 7.2 million. No material Financing expenses incurred regarding drawdowns and Senior Facilities Agreement amendment.

On May 5, 2022, the company redeemed the remaining 30% of SEC Scandinavia A/S's shares from the companies' minority shareholders. The company had previously recorded a redemption debt of EUR 345 thousand and accounted the acquisition of SEC Scandinavia A/S as the acquisition of a 100% subsidiary in its financial statements. The cash purchase price for the shares of SEC Scandinavia A/S was DKK 3.0 million.

The company also paid an additional purchase price of STS Sydhamnens Trailer Service AB of SEK 22.0 million in the period ending September 30, 2022. The company had previously recognised a contingent consideration of EUR 2.0 million.

The company has recognised a contingent consideration of EUR 1.6 million in connection with the acquisition of Strands Group AB, which was reported in long-term contingent consideration in the last financial period and was reported in short-term contingent consideration in the period ended.

Breakdown of financial liabilities

EUR thousand	30 Sep 2022	30 Sep 2021	31 Dec 2021
At amortised cost
Non-current
Borrowings from financial institutions	100,025	94,599	90,537
Lease liabilities	43,257	41,963	44,284
	143,282	136,562	134,821
Current
Borrowings from financial institutions	10,731	6,379	6,042
Lease liabilities	11,555	9,370	10,641
Trade payables	16,683	13,341	15,402
Redemption liability of non-controlling interest	0	345	345
Other financial liabilities	824	0	13
	39,792	29,435	32,444
Total financial liabilities at amortised cost	183,074	165,997	167,265
At fair value through profit or loss
Non-current
Contingent considerations	0	1,564	1,561
Derivative instruments	0	104	48
	0	1,668	1,609
Current
Contingent considerations	2,216	0	2,578
Total financial liabilities at fair value through profit or loss	2,216	1,668	4,187
Total financial liabilities	185,291	167,665	171,452

Accounting classification and fair values

The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

	Carrying amount	Fair value
EUR thousand		Level 1	Level 2	Level 3	Total
At 30 September 2022
Financial assets measured at fair value
Interest rate swaps (not hedge accounted)	322	-	322	-	322
Total	322	-	322	-	322
Financial liabilities measured at fair value
Interest rate swaps (not hedge accounted)	-	-	-	-	-
Contingent considerations	2 216	-	-	2,216	2,216
Total	-	-	-	2,216	2,216
Financial liabilities not measured at fair value
Current borrowings from financial institutions	10,731	-	-	10,731	10,731
Non-current borrowings from financial institutions	100,025	-	-	100,025	100,025
Total	110,755	-	-	110,755	110,755

	Carrying amount	Fair value
EUR thousand		Level 1	Level 2	Level 3	Total
At 30 September 2021
Financial liabilities measured at fair value
Interest rate swaps (not hedge accounted)	104	-	104	-	104
Contingent considerations	1 564	-	-	1,564	1,564
Total	-	-	-	1,564	1,564
Financial liabilities not measured at fair value
Current borrowings from financial institutions	6,379	-	-	6,379	6,379
Non-current borrowings from financial institutions	94,599	-	-	94,599	94,599
Redemption liability of non-controlling interest	345	-	-	345	345
Total	101,323	-	-	101,323	101,323

	Carrying amount	Fair value
EUR thousand		Level 1	Level 2	Level 3	Total
At 31 December 2021
Financial liabilities measured at fair value
Interest rate swaps (not hedge accounted)	48	-	48	-	48
Contingent considerations	4,139	-	-	4,139	4,139
Total	4,187	-	48	5,576	4,187
Financial liabilities not measured at fair value
Current borrowings from financial institutions	6,042	-	-	6,042	6,042
Non-current borrowings from financial institutions	90,537	-	-	90,537	90,537
Redemption liability of non-controlling interest	345	-	-	345	345
Total	96,924	-	-	96,924	96,924

Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are categorised into hierarchy levels that are representative of the inputs used in the valuation techniques as follows:

Level 1	Level 2	Level 3
Fair value is calculated on the	Fair value is calculated on the	Fair value is calculated on the
basis of quoted prices	basis of inputs other than quoted	basis of inputs for the asset or
(unadjusted) in active markets for identical assets or liabilities that	prices included in Level 1 that are observable for the asset or	liability that are not based on observable market data
Relais can access at the measurement date.	liability; either directly (i.e. as prices) or indirectly (i.e. derived	(unobservable inputs).
	from prices).

The group has determined the fair value of the contingent consideration according to the terms of the agreement by discounting probability-weighted cash flows at the time of reporting. Determining fair value involves management judgment. The contingent consideration will be paid within a year, and the management does not expect the cash flows to differ significantly from the fair value. The change in fair value is recognised in the income statement and is fully unrealized.

The group has estimated that the fair value of its bank loans corresponds to their book value, because the loans have variable interest rates and according to the management's assessment, the interest rate on the loans is close to the market rate on the reporting date. The increase in interest rates does not have a significant effect on the fair value of loans, but they directly increase interest expenses.

Collaterals and other obligations

EUR thousand	30 Sep 2022	30 Sep 2021	31 Dec 2021
Loans from financial institutions
Financing loans	110,840	63,733	96,762
Overdraft limit	3,500	0	0
Amount of overdraft limit granted	4,856	4,856	4,856
Available limit	1,356	4,856	4,856
Book value of pledged subsidiary shares	105,222	105,222	105,222
Mortgage on company assets	107,500	109,150	107,500
Collateral for financial institution loans, total	212,722	214,372	212,722
Guarantees given on behalf of the companies belonging to the same group
General guarantee	5,228	9,308	4,712
Other	801	8,635	8,570
Total	6,029	17,943	13,282
Other liabilities
Rental securities Other guarantees	1,865	1,865	1,858
	248	215	205
Total	2,113	2,080	2,063

9. BUSINESS COMBINATIONS

The company signed in May the acquisition of the entire share capital of the Swedish company Skeppsbrons Jönköping AB. The purchase price of Skeppsbrons was SEK 87.6 million, of which SEK 14.0 million was paid by new 68.118 Relais Group shares issued upon closing.

Summary of the acquisition including the table showing the considerations transferred and the recognised amounts of assets acquired, and liabilities assumed at the date of acquisitions are presented below. Goodwill is mainly generated from skilled personnel and a strong market position.

EUR thousand	Skeppsbrons Jönköping Ab
Acquisition date	5 May
Share acquired	100%
Domicile	Sweden
Consolidated from	1 May
Revenue from acquisition date until 30 September 2022	2,779
Profit/loss from acquisition date until 30 September 2022	146
Goodwill deductible for tax purposes	No
Consideration transferred
Cash	7,013
Equity instruments	1,168
Non-competing agreement	-379
Total consideration transferred	7,802
Identified assets acquired and liabilities assumed
Customer-related intangibles	1,683
Machinery and equipment	70
Right-of-use assets	2,918
Inventories	475
Trade and other receivables	1,171
Cash and cash equivalents	625
Non-current liabilities	-24
Deferred tax liabilities	-457
Lease liabilities	-2,918
Trade and other payables	-1,082
Total identifiable net assets acquired	2,461
Goodwill	5,341
Acquisition-related costs incurred	41
Cash consideration Less: cash acquired	-7,013 625
Net outflow of cash - investing activities	-6,388

In addition Relais' subsidiary SEC Scandinavia A/S completed the acquisition of the entire share capital of the Danish Ecofoss A/S on 1 July 2022. Acquisition has no material effect on the Group's income statement nor financial position. Had the acquisitions occurred on 1 January 2022, management estimates that the consolidated revenue would have amounted to EUR 186,592 thousand, and consolidated profit for the year would have been EUR 6,589 thousand in the period ended 30 September 2022. None of the goodwill recognised is deductible for tax purposes. Relais expects the gross contractual amount for the acquired trade receivables to equal their fair value.

In May 2022, Relais Group acquired with cash an additional 4,75% interest in TD Tunga Delar Sverige AB, increasing its ownership to 100%.

EUR thousand
Carrying amount of NCI acquired	334
Consideration paid to NCI	2,543
A decrease in equity attributable to owners of the Company	2,209

10. RELATED PARTY TRANSACTIONS

Relais' board members and management team members subscribed for shares based on option rights during the reporting period 1-9/2022 58,350 shares (1-9/2021 109,550 shares).

Key management personnel compensation
	Jan Sep	Jan Dec	Jan-Sep	Jan Dec	Jan Sep	Jan-Dec
EUR thousand	2022	2021	2022	2021	2022	2021
	CEO		Other members
	Arni Ekholm		of Management			Total
Salaries and other short-term employee
benefits	-250	-276	-560	-557	-810	-833
Pension benefits (defined contribution plans)	-48	-47	-91	-93	-139	-140
Share-based payments*	131	-180	258	-353	389	-533
Total	-167	-503	-393	-1,003	-560	-1,506

*) The revaluation of the debt related to synthetic options has resulted in cost reversal during the review period, because of the related debt has decreased as the fair value of the share under the arrangement has decreased.

Transactions with related parties and outstanding balances
EUR thousand	Jan Sep 2022/ 30 Sep 2022	Jan Sep 2021/ 30 Sep 2021	Jan Dec 2021/ 31 Dec 2021
Transactions
Sales	293	150	374
Purchases	401	424	525
Services	620	241	325
Outstanding balances
Trade receivables	37	0	19
Trade payables	126	0	13

The related party transactions disclosed in the table above consist of transactions with those companies, in which key management personnel of Relais has control or significant influence.

11. EVENTS AFTER THE REVIEWED PERIOD

On 25 October Relais announced that the company is transitioning to IFRS reporting starting from 1 January 2020.

On November 10, 2022, the company published the Q3 2022 interim management report.