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Relais Group Oyj

Earnings Release Aug 15, 2024

6024_ir_2024-08-15_db80d194-159d-4e03-8759-23f027821617.pdf

Earnings Release

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HALF-YEAR FINANCIAL REPORT JANUARY-JUNE 2024

Relais Group Plc Stock Exchange Release 15 August 2024, 9:00 a.m. EEST

RELAIS GROUP PLC HALF-YEAR FINANCIAL REPORT JANUARY-JUNE 2024 (UNAUDITED): CONTINUED STRONG PERFORMANCE

APRIL-JUNE 2024 IN BRIEF

  • Net sales totalled EUR 74.3 million (April-June 2023: 64.1), change +16%
  • Comparable EBITA was EUR 7.3 (4.8) million, change +52%
  • Comparable EBITA margin was 9.9 (7.5) %
  • Earnings per share, basic was EUR 0.18 (0.01)
  • Net cash flow from operations was EUR 9.5 (6.7) million
  • At comparable EUR/SEK exchange rates, EBITA would have been approximately EUR 0.0 (0.3) million higher than reported *)

JANUARY-JUNE 2024 IN BRIEF

  • Net sales totalled EUR 157.0 million (January-June 2023: 133.1), change +18%
  • Comparable EBITA was EUR 17.0 (12.4) million, change +37%
  • Comparable EBITA margin was 10.8 (9.4) %
  • Earnings per share, basic was EUR 0.39 (0.17)
  • Net cash flow from operations was EUR 14.1 (17.6) million
  • At comparable EUR/SEK exchange rates, EBITA would have been approximately EUR 0.0 (0.7) million higher than reported *)

*) The EUR/SEK impact has been calculated by converting the SEK denominated EBITA of the Swedish entities to EUR with the reporting period average EUR/SEK rate as well as the comparison period average EUR/SEK rate and comparing these two (translation difference).

2024 OUTLOOK AND LONG-TERM FINANCIAL TARGET

Relais Group does not provide a numeric guidance for the financial year 2024. The company has a long-term financial target, according to which it aims to reach a proforma comparable EBITA of EUR 50 million by the end of the year 2025.

KEY FIGURES

12
(EUR 1,000 unless stated 4–6/ 4–6/ 1-6/ 1-6/ months 1–12/
otherwise) 2024 2023 Change 2024 2023 Change rolling Change 2023
Net sales 74,261 64,101 +16% 157,017 133,051 +18% 308,217 +8% 284,252
Gross profit 35,400 29,274 +21% 73,592 61,360 +20% 141,155 +10% 128,923
Gross margin 47.7% 45.7% 46.9% 46.1% 45.8% 45.4%
Comparable EBITA 7,318 4,823 +52% 17,004 12,442 +37% 33,414 +16% 28,851
Comparable EBITA margin 9.9% 7.5% 10.8% 9.4% 10.8% 10.1%
Operating profit 6,587 3,974 +66% 15,549 10,616 +46% 30,080 +20% 25,147
Profit for the period 3,274 161 7,158 3,099 +131% 17,798 +30% 13,739
Earnings per share, basic 0.18 0.01 0.39 0.17 +131% 0.98 +30% 0.76
Cash flow from operations 9,494 6,658 +43% 14,131 17,633 -20% 30,598
Net working capital 62,150 56,229 +11% 67,068
Net working capital
turnover
4.7 4.7 +1% 4.7 4.6 +2% 4.8 +3% 4.7
Interest-bearing net debt 146,722 147,969 -1% 151,010
Net Debt to EBITDA, LTM 3.03 3.62 -16% 3.47
Equity ratio 32.6% 30.9% 33.6%
Return on equity 13.1% 6.2% 12.8%
Return on capital
employed
12.9% 10.5% 12.9% 10.0%

The change percentages in the tables have been calculated on exact figures before the amounts were rounded to millions of euros.

CEO ARNI EKHOLM COMMENTS THE SECOND QUARTER OF 2024

Strong performance on all fronts

"Our performance was very strong on practically all fronts. The second quarter was the sixth consecutive quarter with a double digit EBITA growth compared to last year.

The net sales of the group grew with 16% (8% organic growth) compared with Q2 of 2023, supported by the good market demand, acquisitions and our successful commercial activities. The gross profit percentage of the Group grew from 45.7 to 47.7 supported by sales price increases, operational efficiency of the workshops and effective purchasing. The comparable EBITA of the Group grew from 4.8 MEUR to 7.3 MEUR during the second quarter which represents a growth of 52% compared to the corresponding quarter in 2023.

The sales growth during Q2 was especially strong in our Technical Wholesale and Products business area, which grew with 18% (organic growth +9%) vs. last year. The sales growth comes predominantly from the Scandinavian markets, partly supported by the earlier acquisitions in Norway and the positive market demand in Sweden. The market in Finland was stable after the strong Q1. The gross profit percentage developed positively, especially in Sweden.

The sales of the Group's Commercial Vehicle Repair and Maintenance business area developed also positively during Q2. The sales growth was 12% (organic growth +6%), and the gross profit levels were stable compared to last year. The demand for our services has continued to grow as especially bigger fleet customers are looking for cost efficiencies in their operations. The resource situation at our workshops was on a good level and there were no critical shortages in manpower.

Looking at the product group level, the sales of spare parts grew with 13% during Q2 vs. last year. The hard winter conditions of Q1 caused an increased need of repairs extending also to Q2 which led to a higher demand of spare parts, especially brake parts, suspension and steering components. The equipment product group sales grew with 33% which is largely coming from the acquired workshop equipment businesses in Norway. The sales of the vehicle lighting products grew with 14% vs. Q2/2023, coming mainly from the positively developed export activities of our Strands brand.

We continued to actively scan the market for good acquisition opportunities. There are several interesting targets having a good strategic fit with us within the Nordic

marketplace. After the review period, on 5 July 2024 we agreed to acquire Team Verkstad Sverige AB from Vy Buss AB. Team Verkstad Sverige AB provides maintenance and repair services for buses and other heavy commercial vehicles, and it employs approximately 34 professionals. After the completion of the acquisition, Team Verkstad Sverige AB's operations comprise of one workshop and one damage repair workshop in Partille, near Gothenburg, Sweden. Through the acquisition, our group company STS strengthens its position in the strategically important Gothenburg area and gains valuable expertise in bus repair and maintenance services. Closing of the transaction is expected to take place 1 October 2024. This acquisition, combined with the earlier acquisition of M Ahlqvist Oy in Finland this year, will increase the number of our commercial vehicle workshops to a total of 38. This makes us the biggest independent operator of heavy commercial vehicle repair and maintenance workshops in the Nordic region.

The outlook for the rest of the year looks stable, provided that the current good market demand of stays on the present level. There are nevertheless uncertainties coming mainly from the poor consumer purchase power of consumers, especially in the Finnish marketplace. The second half of the year is traditionally very important for the total profit of the Group. Specifically, the profit of our vehicle lighting product group is dependent on the success of our new product launches and commercial activities during the peak season of August-December. With that said, we consider that we are well positioned to carry on implementing our strategy in a successful and sustainable way during the rest of the year 2024.

Finally, I want to warmly thank all our over 1,000 professionals for your extremely strong performance and contribution during the first half of this year. I also want to thank our customers, shareholders, and business partners for their continued support."

STRATEGY

Relais Group Plc is a consolidator and competent compounder with a sector focus on vehicle aftermarket in the Nordic region. We serve as a growth platform for our group companies and build them into great businesses.

We consider the value generated during the whole vehicle life cycle and are focused on the sector with biggest potential for earnings growth and least cyclicality, the aftermarket.

We create shareholder value by delivering strong earnings growth through a strategy based on three reinforcing themes:

  • Acquisitions
  • Organic growth
  • Operational excellence
Business (EUR 1,000) 4–6/
2024
4–6/
2023
Change Organic
change
1-6/
2024
1-6/
2023
Change Organic
change
12
months
rolling
1–12/
2023
Commercial Vehicle Repair
and Maintenance
25,599 22,774 +12% +6% 51,474 47,447 +8% +5% 95,926 91,899
Technical Wholesale and
Products
48,662 41,327 +18% +9% 105,543 85,604 +23% +13% 212,292 192,353
Sales total 74,261 64,101 +16% +8% 157,017 133,051 +18% +10% 308,217 284,252
Acquired sales 6,834 1,542 +343% 12,964 2,063 +528% 23,841 12,940
Exchange rate adjustment*) -195 -519
Organic sales 67,427 62,559 +8% +8% 144,052 130,988 +10% +10% 284,376 271,312
Business (EUR 1,000) 4–6/
2024
4–6/
2023
Change Organic
change
1-6/
2024
1-6/
2023
Change Organic
change
12
months
rolling
1–12/
2023
Scandinavia 41,646 33,895 +23% +12% 88,120 71,928 +23% +11% 172,095 155,903
Finland and the Baltics 32,615 30,206 +8% +3% 68,897 61,123 +13% +9% 136,123 128,349
Sales total 74,261 64,101 +16% +8% 157,017 133,051 +18% +10% 308,217 284,252
Acquired sales 6,834 1,542 +343% 12,964 2,063 +528% 23,841 12,940
Exchange rate adjustment*) -195 -519
Organic sales 67,427 62,559 +8% +8% 144,052 130,988 +10% +10% 284,376 271,312

*) Comparable exchange rate adjustment.

In April-June 2024, net sales were EUR 74.3 (64.1) million, an increase of 16%. The contribution of acquired net sales growth was 8%. Organically net sales also increased 8%. Exchange rate differences had no material impact on the sales development.

Net sales of the Commercial Vehicle Repair and Maintenance business were EUR 25.6 (22.8) million, an increase of 12%. The contribution of acquired net sales growth was 6%. Organically net sales increased 6%. Customer demand was strong in both Finland and Sweden.

Net sales of the Technical Wholesale and Products business were EUR 48.7 (41.3) million, an increase of 18%. The contribution of acquired net sales growth was 9%. Organically net sales increased 9%. Organic net sales increased

in all market areas supported by implemented sales price increases caused by the increased product sourcing prices and (in Sweden) the significantly weakened krona against the euro in 2023. The overall spare parts market developed very positively in Sweden and was stable in Finland after a strong first quarter.

Net sales grew in Scandinavia by 23% and in Finland and the Baltics by 8%. Organic net sales growth was 12% in Scandinavia and 3% in Finland and the Baltics.

On product group level sales increased the most in Equipment, 34% and in Spare Parts, 13%. The sales of the acquired businesses AutoMateriell and Nordic Lift AS are included in the product group Equipment.

In January-June 2024, net sales were EUR 157.0 (133.1) million, an increase of 18%. The contribution of acquired net sales growth was 8%. Organically net sales increased 10%. Exchange rate differences had no material impact on the sales development.

Net sales of the Commercial Vehicle Repair and Maintenance business were EUR 51.5 (47.4) million, an increase of 8%. The contribution of acquired net sales growth was 3%. Organically net sales increased 5%. Customer demand was strong in both Finland and Sweden.

Net sales of the Technical Wholesale and Products business were EUR 105.5 (85.6) million, an increase of 23%. The contribution of acquired net sales growth was 10%. Organically net sales increased 13%. Organic net sales increased in all market areas supported by implemented sales price increases caused by the increased product sourcing prices and (in Sweden) the significantly weakened krona against the euro in 2023. The very cold weather in January and February had a significant positive impact on spare part and equipment sales in Finland and Sweden in the first quarter. The spare parts market continued to develop very positively in Sweden in the second quarter and was stable in Finland.

Net sales grew in Scandinavia by 23% and in Finland and the Baltics by 13%. Organic net sales growth was 11% in Scandinavia and 9% in Finland and the Baltics.

On product group level sales increased the most in Equipment, 58% and in Spare Parts, 20%.

FINANCIALS

Financial result

(EUR 1,000 unless stated otherwise) 4–6/
2024
4–6/
2023
Change 1-6/
2024
1-6/
2023
Change 1-12/
2023
EBITA 7,304 4,823 +51% 16,976 12,354 +37% 28,552
EBITA margin 9.8% 7.5% 10.8% 9.3% 10.0%
Comparable EBITA 7,318 4,823 +52% 17,004 12,442 +37% 28,851
Comparable EBITA margin 9.9% 7.5% 10.8% 9.4% 10.1%
Operating profit 6,587 3,974 +66% 15,549 10,616 +47% 25,147
Profit after financial items 4,856 1,132 +329% 10,702 5,623 +90% 17,707
Profit for the period 3,274 161 7,158 3,099 +131% 13,739
Earnings per share (basic) 0.18 0.01 0.39 0.17 +131% 0.76

In April-June 2024, the Group's EBITA was EUR 7.3 (4.8) million and the comparable EBITA EUR 7.3 (4.8) million. EBITA was 9.8 (7.5) % of net sales and comparable EBITA 9.9 (7.5) % of net sales. EBITA grew by 51% and comparable EBITA by 52%.

Comparable EBITA improved in both businesses with the largest improvement in the Technical Wholesale and Products business.

The Swedish krona was on average approximately at the comparison period level and had thus no material impact on the Group's EBITA. At comparable exchange rates, EBITA would have been approximately EUR 0.0 (0.3) million higher than reported.

In January-June 2024, the Group's EBITA was EUR 17.0 (12.4) million and the comparable EBITA EUR 17.0 (12.4) million. EBITA was 10.8 (9.3) % of net sales and comparable EBITA 10.8 (9.4) % of net sales. EBITA grew by 37% and comparable EBITA by 37%.

Comparable EBITA improved in both businesses with the largest improvement in the Technical Wholesale and Products business.

The Swedish krona was on average approximately at the comparison period level and had thus no material impact on the Group's EBITA. At comparable exchange rates, EBITA would have been approximately EUR 0.0 (0.7) million higher than reported.

Operating profit for the reporting period was EUR 15.5 (10.6) million or 9.9 (8.0) % of net sales.

Net financial items were EUR -4.8 (-5.0) million of which net interest expenses were EUR -4.0 (-3.3) million. The impact of lease liabilities on interest expenses was EUR -1.0 (-0.8)

million. The increase in interest expenses was attributable to the increased interest rates on interest-bearing loans. Net financial items included net exchange rate differences amounting to EUR -0.7 (-1.5) million, of which EUR -1.0 (-1.8) million were unrealized. The exchange rate differences were attributable to the net exchange rate difference of SEK denominated interest-bearing loans and SEK denominated group internal interest-bearing loan receivables at the end of the review period.

The profit for the period was EUR 7.2 (3.1) million and the comparable profit for the period was EUR 7.2 (3.2) million.

Earnings per share, basic were EUR 0.39 (0.17). The comparable earnings per share excluding amortisation of acquisitions, basic were EUR 0.48 (0.27).

When calculating comparable alternative performance measures, transaction costs and certain additional purchase price items of company and business acquisitions, listing costs as well as possible other non-recurring income or expenses and the tax impact of the aforementioned items are eliminated as items affecting comparability. These items related to the implementation of the company's strategy can be significant and vary considerably between reporting periods. Therefore, the comparable alternative performance measures calculated in this way are considered to better describe the Group's profitability and business performance.

Return

Return on capital employed (ROCE) was 12.9% (10.5%) and return on equity (ROE) was 13.1% (6.2%). The improvement in both metrics was mainly due to the improved operating profit.

Balance sheet

(EUR 1,000) 6/2024 6/2023 12/2023
Non-current assets 197,636 193,150 199,899
of which goodwill 119,740 113,954 120,132
of which right-of-use assets 58,636 61,070 60,932
Net working capital 62,150 56,229 67,068
of which inventories 79,200 68,610 74,105
of which receivables 44,860 35,945 45,445
of which payables 61,910 48,326 52,482
Inventory turnover 4.1 4.0 4.1
Net working capital turnover 4.7 4.6 4.7
Cash assets 9,444 13,461 9,675

On 30 June 2024 total assets were EUR 331.1 (311.3) million. Non-current assets were EUR 197.6 (193.1) million, of which EUR 119.7 (114.0) million was attributable to goodwill and EUR 58.6 (61.1) million to right of use assets.

Net working capital amounted to EUR 62.1 (56.2) million. The increase in net working capital originated in increased trade and other receivables as well as increased inventory value. The main reason for the increase was the build-up of receivables after the acquisition of the AutoMateriell business as well as inventories acquired in connection of the acquisition of AutoMateriell, Nordic Lift and Asennustyö M Ahlqvist Oy.

Furthermore, growth related investments in inventories in the Lighting product group as well as increased sourcing and sales prices had an increasing impact in the value of receivables and inventories.

Inventory turnover was 4.1 (4.0) and net working capital turnover 4.7 (4.6).

Cash flow and financial position

(EUR 1,000 unless stated otherwise) 4–6/
2024
4–6/
2023
Change 1-6/
2024
1-6/
2023
Change 1-12/
2023
Cash flow from operating activities 9,494 6,658 +43% 14,131 17,633 -20% 30,598
Cash flow from investing activities -2,119 -2,665 +20% -2,863 -4,046 +29% -7,985
Cash flow from financing activities -8,264 -10,290 +20% -11,543 -13,309 +13% -26,975
Interest-bearing net debt 146,722 147,969 151,010
Net debt to LTM EBITDA 3.03 3.62 3.47
Equity 107,935 96,171 110,656
Equity ratio, % 32.6% 30.9% 33.6%
Equity per share 5.96 5.30 6.10

In January-April 2024 cash flow from operating activities was EUR 9.5 (6.7) million. The increase was attributable to improved profitability as well as the development in net working capital of EUR 2.9 (1.2) million

In January-June 2024 cash flow from operating activities was EUR 14.1 (17.6) million. The decrease was attributable to the development in net working capital of EUR -3.0 (+3.3) million and cash flow from finance items EUR -8.1 (-5.8) million.

Cash flow from investing activities was EUR -2.9 (-4.0) million. Out of this EUR -1.7 (-3.2) million was related to the acquisition of subsidiary shares. Additionally, investments in intangible and tangible assets were made to an aggregate amount of EUR -1.3 (-1.0) million.

Cash flow from financing activities was EUR -11.5 (-13.3) million. The difference consisted mainly of repayment of lease liabilities EUR -6.5 (-6.1) million, dividends paid of EUR -4.0 (-3.6) million and proceeds from non-current loans and borrowings of EUR 3.0 (0.0) million.

On 30 June 2024, the Group's interest-bearing net debt was EUR 146.7 (148.0) million and net debt excluding lease liabilities was EUR 85.8 (85.3) million. Net debt to LTM EBITDA was 3.03 (3.62) and net debt excluding lease liabilities to LTM EBITDA was 1.77 (2.09). Net gearing was 135.9 (153.9) %. Net gearing excluding lease liabilities was 79.5 (88.7) %.

On 30 April 2024 Relais Group notified that it has agreed with its main bank on the extension of its senior term and multicurrency revolving facilities agreement originally concluded in 2019 and previously amended in February 2023. The maturity of the facilities agreement was extended by one year until 31 May 2026. The previous maturity date of the facilities was 31 May 2025. The key terms of the amended agreement remain mainly unchanged. According to the new amended agreement the maximum financial exposure remains unchanged at EUR 126.7 million consisting of EUR 107.2 million in acquisition financing, EUR 12.5 million in uncommitted senior facilities and a Revolving Credit Facility (RCF) of EUR 7.0 million.

The Group's cash assets at the end of the review period were EUR 9.4 (13.5) million.

The Group's total equity was EUR 107.9 (96.2) million or EUR 5.95 (5.30) per share. The equity ratio was 32.6 (30.9) %.

CHANGES IN THE GROUP STRUCTURE

On 2 May 2024 Relais Group notified that its' subsidiary Raskone Oy has on 2 May 2024 acquired Asennustyö M Ahlqvist Oy. Asennustyö M Ahlqvist Oy provides maintenance and repair services for heavy commercial vehicles in Southwest Finland. Its workshops are located in Rusko, Laitila, and Uusikaupunki, employing a total of 68 professionals. In addition to maintenance and repairs for heavy commercial vehicles including trailers, the company offers tire services, vehicle wraps, and tarpaulin production for heavy commercial vehicles.

For the fiscal year ending in April 2023, the company reported net sales of EUR 8.7 million and operating profit of EUR 0.6 million.

SUSTAINABILITY

Relais Group continued to prepare for the Sustainability Reporting Directive (CSRD). During the reporting period, Relais finalized its materiality assessment based on the principle of double materiality from financial risks and opportunities perspective. The evaluation was started during 2023. In its meeting on April 24, 2024, Relais Group's Board of Directors approved the material sustainability topics in accordance with the double materiality assessment. The company will report on its sustainability according to approved topics in connection the with the financial statements for 2024.

For more information, please see the Report of the Board of Directors 2023 and the Annual and Sustainability Review 2023.

PERSONNEL

In January-June 2024 the Group employed an average of 1,052 (1,033) employees, an increase of 19. On 30 June 2024 the personnel amounted to 1,198 (1,044) representing an increase of 154.

Employee benefit expenses totalled EUR 34.0 (29.0) million during the reporting period.

CHANGES IN MANAGEMENT

The following changes in the company's management took place in the second quarter of 2024: On 2 May 2024 Relais Group notified that Juri Viitaniemi, LL.M., has been appointed Director Compliance, Legal and HR, and member of the Group Management Team. He started in his new position during May 2024.

On 30 June 2024, Relais Group's Management Team consisted of Arni Ekholm (Group CEO), Thomas Ekström (Group CFO), Juan Garcia (Managing Director (Scandinavia)), Ville Mikkonen (Managing Director (Finland and Baltics)), Jan Popov (Managing Director of Raskone Oy), Johan Carlos (Managing Director of Strands Group AB),

Sebastian Seppänen (Director, M&A and Business Development), Jon Strand (Director Marketing and Sales Development (interim)) and Juri Viitaniemi (Director Compliance, Legal and HR).

SHARES AND SHAREHOLDERS

Share capital and number of shares

At the end of the period under review, the company's fully paid-up share capital, as recorded in the Trade Register, amounted to EUR 80,000 and the number of shares totalled 18,132,308.

The company has one class of shares, and each share entitles the shareholder to one vote at the General Meeting. No voting restrictions or limits on the number of shares that can be held are in place. The company's share does not have a nominal value. All shares provide equal entitlements to the dividend and other fund distribution (including fund distribution in dissolution situations).

Shareholdings

According to the shareholder register maintained by Euroclear Finland, Relais Group had 2,785 shareholders (2,806) at the end of the review period. Of the shares, 8.9 (9.0) % were owned by nominee-registered shareholders.

Ownership by size of holding, 30 June 2024

Number of shares Shareholders % Shares %
1 - 100 1,084 38.9% 46,417 0.3%
101 - 500 1,163 41.8% 290,208 1.6%
501 - 1,000 263 9.4% 199,786 1.1%
1,001 - 5,000 188 6.8% 376,342 2.1%
5,001 - 10,000 27 1.0% 203,919 1.1%
10,001 - 50,000 26 0.9% 684,605 3.8%
50,001 - 100,000 8 0.3% 569,574 3.1%
100,001 - 500,000 21 0.8% 5,182,394 28.6%
500,001 + 5 0.2% 10,579,063 58.3%
Total 2,785 100.0% 18,132,308 100.0%
Nominee registered 8 0.3% 1,619,490 8.9%
Number of shares issued 18,132,308 100.0%

Ownership by sector, 30 June 2024

Sector Shareholders
Number
% Shares
Number
%
Non-financial corporations 144 5.2% 1,818,593 10.0%
Financial and insurance corpora
tions
26 0.9% 3,473,455 19.2%
General governement 3 0.1% 683,704 3.8%
Households 2,583 92.7% 2,581,307 14.2%
Non-profit institutions serving
households
16 0.6% 218,023 1.2%
Rest of the world 13 0.5% 9,357,226 51.6%
Total 2,785 100.0% 18,132,308 100.0%
Nominee registered 8 0.3% 1,619,490 8.9%
Number of shares issued 18,132,308 100.0%

On 30 June 2024 Relais Group held 25,621 of its own shares. The company's ten largest2 registered shareholders and their holdings on 30 June 2024:

Shareholder Number of shares %
1. Salmivuori Ari 5,368,800 29.6
2. Nordic Industry Development AB1 3,015,600 16.6
3. Helander Holding Oy 885,130 4.9
4. Evli Finland Small Cap Fund 702,659 3.9
5. Ajanta Oy2 469,800 2.6
6. Kauhanen Kari 435,495 2.4
7. Evli Finland Select Fund 399,850 2.2
8. Nordea Bank Abp 398,000 2.2
9. Elo Mutual Pension Insurance Company 357,813 2.0
10. Rausanne Oy 316,020 1.7
11. Stadigh Kari 292,200 1.6
Ten largest combined 12,641,367 69.7
Other shareholders 5,490,941 30.3
Total 18,132,308 100.0

1 In Nordic Industry Development AB, control is indirectly held by Jesper Otterbeck.

2 In Ajanta Oy, control is held by Ari Salmivuori. In the table below, Salmivuori and Ajanta Oy are considered as one shareholder.

On 30 June 2024, the members of the Board of Directors and the Management Team of Relais Group owned a total of 4,066,774 Relais Group shares, corresponding to approximately 22.4% of all shares and votes. The number of shares includes those held by the persons themselves as well as those held by close associates and controlled corporations.

Shares
Arni Ekholm 67,450
Anders Borg 60,000
Johan Carlos 6,688
Juan Garcia1 62,050
Olli-Pekka Kallasvuo2 84,300
Ville Mikkonen 174,800
Katri Nygård 106,050
Jesper Otterbeck3 3,024,450
Jan Popov 67,823
Sebastian Seppänen 1,000
Jon Strand4 382,163
Lars Wilsby5 30,000
Total 4,066,774

1 Owned through JG Management AB, which is controlled by Juan Garcia.

2 Owned directly and through Entrada Oy, which is controlled by Olli-Pekka Kallasvuo.

3 Owned through Nordic Industry Development AB, which is controlled indirectly by Jesper Otterbeck and Otterbeck Management AB, which is controlled by Jesper Otterbeck. 4 Owned by Tailor Made Global Investment AB, which is controlled by Jon Strand.

5 Owned by Wilsby Invest AB which is controlled by Lars Wilsby.

Share trading and the company's market capitalization

In January-June 2024, a total of 368,455 Relais Group shares (719,245) were traded on Nasdaq Helsinki, representing 2.0 (4.0) % of the shares outstanding. The total value of the share turnover was EUR 4,645,801 (8,494,993). The lowest price of the share was EUR 11.40 (9.80), the highest

was EUR 14.00 (14.50) and the average price was EUR 12.61 (11.81). At the end of June, the closing price of the share was EUR 13.70 (13.45).

The company's market capitalization on 30 June 2024 was EUR 248 (244) million.

Jan-Jun 2024 Jan-Jun 2023
Trading volume, number of shares 368,455 719,245
Trading volume, EUR 4,645,801 8,494,993
Highest price, EUR 14.00 14.50
Lowest price, EUR 11.40 9.80
Closing quotation, end of period, EUR 13.70 13.45

Share buy-back program

On 8 May 2024 Relais Group notified that its Board of Directors has decided to launch a share buy-back program concerning Relais Group's own shares based on the authorization to repurchase own shares granted by the Annual General Meeting held on 10 April 2024. The shares to be acquired under the program will be repurchased from the market, which means that the repurchases will be carried out otherwise than in proportion to the existing shareholdings of shareholders (directed repurchases). The purpose of the share buy-back program is to optimize the Company's capital structure through reduction of the Company's unrestricted equity capital. The repurchase of own shares will reduce the Company's unrestricted equity. The repurchased shares will be cancelled in accordance with the procedure set out in the Finnish Limited Liability Companies Act. The maximum amount of Relais Group shares that can be repurchased under the buy-back program is 85,000 shares, corresponding to approximately 0.47 percent of the total number of the Company's shares, which is 18,132,308. The aggregate purchase price of all Relais Group shares to be acquired under the buy-back program shall however not exceed EUR 1,000,000. The share repurchases will commence on 8 May 2024, at the earliest and end no

later than on 31 December 2024. At the end of the review period Relais Group had acquired 25,571 shares under the buy-back program at a total value of EUR 337,151.

Appointment of liquidity provider

On 8 May 2024 Relais Group notified that it has entered into a Liquidity Providing (LP) agreement with Lago Kapital Ltd within the framework of Nasdaq Helsinki rules for liquidity provision. According to the agreement, Lago Kapital Ltd will quote bids and offers for Relais Group Plc's share in such a way that the spread of the bid and offer prices is a maximum of 4 per cent calculated on the bid price. The quotes on bid and offer must be at least EUR 3,000 worth of shares. Lago Kapital Ltd shall quote bids and offers for Relais Group Plc's share in the trading system of Nasdaq Helsinki on each trading day for at least eighty-five (85) per cent of the continuous trading period. Liquidity providing in accordance with the agreement commenced on 9.5.2024. The agreement will be in force initially for a fixed term of three months and thereafter until further notice with a notice period of one month. The intention is to promote liquidity in the share and decrease the share price volatility thus facilitating trading especially for private investors.

Share-based and equity-settled long-term incentive and option schemes

Relais Group has three share-based and equity-settled long-term incentive and option schemes:

1) Two new stock option plans for key employees were launched on 8 May 2024. Under the option plans, a maximum 90,000 stock options can be granted. The stock options are issued gratuitously. The maximum amount of stock options entitles their owners to subscribe for a maximum total of 90,000 new shares in the company or existing shares held by the company. The maximum total amount of shares accounts for a total maximum of 0.49 per cent of all the company's shares and votes after possible share subscriptions if new shares are issued in the subscription. The share subscription price for stock options is 13.63 euros per share, which equals the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 20 March to 3 May 2024, added with a premium of 15 per cent. The share subscription price will increase if the value of the share at the share subscription has increased more than 300 per cent compared to the volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 20 March to 3 May 2024. The share subscription price will be credited to the company's reserve for invested unrestricted equity. The dividends paid per share and repayments of capital before the share subscription by options will be deducted from the subscription price. The theoretical market value of one stock option 2024A and 2024B is approximately EUR 3.03 and the theoretical market value of the stock options in total is approximately EUR 272,700. The theoretical market value of a stock option has been calculated by using the binomial model taking into account the subscription price of the stock option and the following input factors: share price EUR 11.90, risk-free interest rate 2.93%, validity of stock options approximately 3.16 years, volatility approximately 41.94% and the share subscription price mechanism limiting the value increase of option. The Board of Directors decided on the new stock option plans based on the authorisation given by the Annual General Meeting of Shareholders on 10 April 2024.

The target group of the stock option plan consists of 12 key employees. A total of 57,000 new stock options out of a maximum of 90,000 stock options were granted and accepted by the recipients on 31 May 2025.

2) Two stock option plans for key employees were launched on 10 August 2023. The options were granted and accepted by the recipients on 5 September 2023. The target group of the stock option plan consists of 12 key employees. At the end of the review period 100,000 stock options had been issued out of a total of 120,000 stock options.

3) The current and former members of the Board of Directors and their inheritors owned on 31 December 2023 a total of 777,250 option rights relating to a stock option scheme

established in 2017. The option rights, if exercised corresponds to approximately 4.3% of the company shares and votes. All option rights entitle their holders to the issue of a corresponding number of shares.

For more information, please see the Stock Exchange Release published on 10 August 2023, note 7 in the Financial Statements 2023, the Remuneration Report 2023 and Relais Group's investor pages under Corporate Governance and Remuneration.

Authorizations

On 30 June 2024 the following authorizations were in force:

1) The Annual General Meeting held on 10 April 2024 authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,813,231 of the company's own shares in one or more tranches using the company's unrestricted equity. The company may buy back shares in order to develop its capital structure, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them. The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed purchase, i.e. in a proportion other than its shareholders' holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their maximum price equals the highest market price quoted in public trading during that period. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.

The authorization is effective until the end of the Annual General Meeting in 2025, yet no further than until 30 June 2025.

2) The AGM held on 10 April 2024 authorized the Board of Directors to decide on issuing a maximum of 3,626,462 shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, in one or several tranches. This authorization may be used to finance and implement any prospective corporate acquisitions or other transactions, to implement the company's share-based incentive plans, or for other purposes determined by the Board. The authorization grants the Board the right to decide on all terms and conditions governing said share issue and the granting of special rights, including the subscribers or the grantees of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating

from the shareholders' pre-emptive rights, i.e., in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company's treasury. This authorization shall supersede previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.

The authorization is effective until the closing of the Annual General Meeting in 2025, yet no further than until 30 June 2025.

SHARE-BASED AND CASH SETTLED LONG-TERM INCENTIVE PLAN

In February 2021 a share-based and cash settled longterm incentive plan for the company's management was established. The target group of the plan consists of 15 key employees. At the end of the review period, the maximum aggregate number of incentive units to be settled in cash based on the plan was 172,000 units. The original maximum aggregate number of incentive units was 258,000.

On 8 May 2024 Relais Group notified that its Board of Directors has decided to amend the terms of the incentive plan regarding those incentive units originally set for payment in 2024 (Series B). The conditions of the incentive units for Series B were adjusted by moving the valuation determination period and maturity date forward by one year. The purpose of this change was to commit and motivate key personnel to sustained efforts towards increasing shareholder value.

For more information, please see note 7 in the Financial Statements 2023, the Remuneration Report 2023 and Relais Group's investor pages under Corporate Governance and Remuneration.

MAJOR RISKS AND FACTORS OF UNCERTAINTY

Relais Group's is exposed to various risks and factors of uncertainty. Relais Group's earnings, financial position and future development are affected by internal factors which are controlled by the Group itself, and by external factors, where opportunities to influence the course of events are limited.

The risk factors of greatest importance for the Group are the state of the general economy, structural changes in the markets, availability and favorable valuation of suitable acquisition targets, customer and supplier dependence, the competitive situation, ability to effectively manage working capital, pandemics, cyber security risks as well as geopolitical uncertainty close to the main markets.

Overall economy and market

The demand for Relais Group's products and services is largely impacted by macroeconomic factors that are beyond the Group's control. These could include pandemics, geopolitical uncertainties close to the main markets, economic trends in the markets where the Group is active and the conditions in the global capital markets. Should these factors deteriorate in the markets where the Group is active, this could have a negative impact on the Group's financial position and earnings.

Structural changes

Relais Group operates in a competitive and fragmented market in certain business areas, and competition and consolidation may increase in the future and weaken the market position of Relais Group.

Acquisitions

The Company has a growth strategy that involves risks, particularly with acquisition-based growth. Such risks may include the scarcity of suitable acquisition targets, unfavourable valuation of acquisition targets, and risks associated with the successful integration of acquisitions.

Ability to effectively manage working capital

The Company's business ties up working capital in the storage of a large product range. In the event of a failure to predict demand or to manage the range of products, this may have adverse financial effects.

Customer and supplier dependence

In order to deliver products, Relais Group depends on external suppliers fulfilling the agreements entered into, for example, with regard to volume, quality and delivery time. Incorrect, delayed or missed deliveries can have a negative impact on Relais Group's financial position and earnings. Relais Group's and its subsidiaries' reputation is also dependent on suppliers having a high level of business ethics, for example with regard to following laws and regulations, human rights, working conditions and the environment.

Relais is also dependent on its retailer network and its net sales can suffer if retailers' businesses underperform or customer relationships change.

IT security and cyber risks

Digital risks are continuously increasing in society. Relais Group like most companies, is dependent on various information systems and other technologies to manage and develop the business. Unplanned outages and cybersecurity incidents, such as hacking, viruses, sabotage and other cybercrime, can result in both loss of revenue and loss of reputation. IT incidents or cyber incidents at third parties, such as suppliers or customers, can also affect Relais Group's delivery and earning capacity. The risks are limited through the decentralised organisational model where the different subsidiaries work with individual solutions and separate IT infrastructures. Relais Group subsidiaries also use external cybersecurity experts to ensure that the security level is adapted and updated based on prevailing threats and customers' growing cybersecurity requirements.

Compliance

The company's business may also be affected by new or changed laws and regulations that affect the markets. Changed legislation can affect sales of Relais Group's products, transports of goods and the way that customers use the products. An inability to meet customers' stricter environmental requirements can also affect sales.

Additionally, Relais Group must comply with a range of restrictive measures and sanctions against Russia set by EU, the United States etc. Relais Group strives at complying with all these restrictive measures and sanctions. The inability to comply with the sanctions forms a business and reputational risk.

Ability to recruit and retain staff

The importance of the Company's key personnel to business success is significant, and the loss of key personnel can cause adverse effects.

Organisation

Relais Group's decentralised organization is based on the subsidiaries having significant local responsibility for their own business. This imposes strict demands in relation to financial reporting and follow-up, and shortcomings can lead to inadequate control and management of the business. Relais Group manages its subsidiaries through active board work, Group-wide policies, financial goals as well as instructions regarding financial reporting. By being an active owner and following the development of the subsidiaries, risks can be quickly identified and remedied in accordance with the Group's guidelines.

Seasonal effects

The sales of vehicle lighting products during the second half of the year form a significant part of the Group's sales, cash flow and seasonality, with a particular weight of consumer sector sales in the last quarter. Additionally, weather conditions affect the sales of Relais Group. For example, very cold weather clearly increases spare parts sales. Weather conditions can vary significantly, causing sales fluctuations between seasons. Relais Group business operations

normally also follow a seasonal pattern which means lower sales during holiday periods. The number of sales days also impacts sales and causes variation between reporting periods.

Risks associated with leases and lease liabilities

Relais Group leases all its premises from external lessors. Relais Group's lease liabilities according to IFRS 16 Leases amounted to EUR 59.7 million on 31 March. If Relais Group is unable to terminate the leases of unproductive or vacant premises, or if the termination or modification of leases causes significant costs, or if the lessor terminates the lease of a premises and a replacement space cannot be found quickly enough, this may have a materially adverse effect on Relais Group's business, financial position, operating results and future outlook.

Acquisitions and goodwill

Relais Group has carried out a large number of acquisitions during recent years. Strategically, acquisitions will continue to represent an important part of the growth. Intangible surplus values normally arise in connection with acquisitions. The risk of impairment of intangible surplus values and goodwill arises if a business unit underperforms in relation to the assumptions that applied at the valuation and any impairment may adversely affect the Group's financial position and earnings. Additional risks associated with acquisitions are integration risks and exposure to unknown obligations. Relais Group has experience in acquiring and pricing companies. All potential acquisitions and their operations are carefully examined before the acquisition is completed. There are well-established processes and structures for pricing and implementing of acquisitions and integrating acquired companies. The agreements entered into strive to obtain the necessary guarantees to limit the risk of unknown obligations. The higher number of companies acquired also results in risk diversification.

Financial risks

Relais Group is exposed to different kinds of financial risks through its operations. Currency risk refers to the risk that changes in exchange rates may have a negative impact on Relais Group's financial position and earnings. Transaction exposure is the risk arising from the fact that the Group has incoming and outgoing payments in foreign currency. Translation exposure arises as a result of the fact that the Group has recognised income, assets and liabilities in foreign currencies. The Group is also exposed to financing risk, i.e. the risk that financing of the Group's capital requirements will become more difficult or more expensive. Interest rate risk refers to the risk that changes in interest rate levels may have a negative impact on Relais Group's financial position and earnings. Relais Group strives for a structured and efficient management of the financial risks that arise in the

operations. The goal is to minimise the effect on earnings of the financial risks.

For a further description of the Group's and the Parent Company's financial risks and sensitivity analysis, refer to Note 22 in the Financial Statements 2023.

Insurable risks

The Company is subject to normal risks of damage that are mitigated by insurance against loss or damage, third party insurance and business interruption insurance.

Risks related to the company's business activities are also described in the 29 November 2022 Listing Prospectus.

The parent company Relais Group Plc is impacted by the abovementioned risks and factors of uncertainty through its capacity as owner of subsidiaries.

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Relais Group Plc's Annual General Meeting ("AGM") held on 10 April 2024 confirmed the company's financial statements for the financial year 1 January-31 December 2023 and discharged the members of the Board of Directors and the Managing Director from liability.

The AGM decided that five members be elected to the Board of Directors and re-elected Anders Borg, Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Lars Wilsby as board members. In board meeting held after the AGM, the Board of Directors elected Jesper Otterbeck as Chairman of the Board. The AGM decided that the board members will be paid an annual fee for the term ending at the 2025 ordinary AGM as follows: 40,000 euros for the chairman of the board and 20,000 euros for the board members, and that any travel expenses of the board members will be reimbursed in accordance with the company's travel policy.

The AGM elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company's auditors with Ylva Eriksson, Authorized Public Accountant, acting as the principal auditor. The AGM decided to pay the auditors' fees as invoiced and approved by the company. Additionally, it was decided that PricewaterhouseCoopers, in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), will also act as the Company's CSRD assurance provider for a term ending at the close of the Company's next Annual General Meeting, and a fee for this duty will be paid according to an invoice approved by the Company.

The AGM decided that a dividend of EUR 0.44 per share be paid on the basis of the adopted balance sheet for the financial year 2023. The dividend will be paid in two instalments. The first instalment of the dividend, EUR 0.22 per share, will be paid to shareholders who, on the record date for dividend distribution of 12 April 2024, are registered in the shareholders' register of the company, maintained by Euroclear Finland Ltd. The first instalment of the dividend will be paid on 19 April 2024. The second instalment of the dividend, EUR 0.22 per share, will be paid to shareholders who, on the record date of 4 November 2024 of the second dividend instalment, are registered in the shareholders' register of the company, maintained by Euroclear Finland Ltd. The second instalment of the dividend will be paid on 11 November 2024. The Board of Directors was authorized, if necessary, to decide on a new dividend distribution record date and payment date for the second instalment of the dividend should the regulations or rules of the Finnish bookentry system change or otherwise so require.

The AGM decided in line with the proposal in the notice to the AGM that Article 9 of the Articles of Association be amended by adding subsections concerning the consideration of the remuneration report as well as the CSRD assurance provider and their election.

The AGM authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,813,231 of the company's own shares in one or more tranches using the company's unrestricted equity. The company may buy back shares in order to develop its capital structure, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them. The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed purchase, i.e. in a proportion other than its shareholders' holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their maximum price equals the highest market price quoted in public trading during that period. The authorization is effective until the end of the Annual General Meeting to be held in 2025, yet no further than until 30 June 2025. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.

The AGM authorized the Board of Directors to decide on issuing a maximum of 3,626,462 shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, in one or several

tranches. This authorization may be used to finance and implement any prospective corporate acquisitions or other transactions, to implement the company's share-based incentive plans, or for other purposes determined by the Board. The authorization grants the Board the right to decide on all terms and conditions governing said share issue and the granting of special rights, including the subscribers or the grantees of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders' pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company's treasury. The authorization is effective until the closing of the Annual General Meeting to be held in 2025, yet no further than until 30 June 2025. This authorization shall supersede previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.

EVENTS AFTER THE REVIEW PERIOD

Acquisition of Team Verkstad Sverige AB

On 5 July 2024 Relais Group notified that its' group company STS Sydhamnens Trailer Service AB has agreed to acquire Team Verkstad Sverige AB from Vy Buss AB. Team Verkstad Sverige AB provides maintenance and repair services for buses and other heavy commercial vehicles, and it employs approximately 34 professionals. After the completion of the acquisition, Team Verkstad Sverige AB's operations comprise one workshop and one damage repair workshop in Partille, near Gothenburg, Sweden. Through the acquisition, STS strengthens its position in the strategically important Gothenburg area and gains valuable expertise in bus repair and maintenance services.

After carving out operations that are not part of the transaction scope, the annual net sales of Team Verkstad Sverige is approximately SEK 60 million and annual operating profit approximately SEK 2 million.

Closing of the transaction is subject to authority approval under the Swedish Act on Screening of Foreign Direct Investments and to certain other customary conditions. Closing of the transaction is expected to take place 1 October 2024.

FINANCIAL CALENDAR FOR 2024

The interim reports report for January-September will be issued on Thursday, 7 November 2024

INVITATION TO THE WEBCAST

Relais Group's CEO Arni Ekholm and CFO Thomas Ekström will present the result to the media, investors and analysts at a webcast on 15 August 2024, at 10:00 a.m. EEST. The webcast can be followed at https://relais.videosync.fi/q2-2024.

Presentation material and video will be available on the company's website at https://relais.fi/en/ after the event.

COMPARABILITY OF FINANCIAL INFORMATION

Relais Group acquired the shares of Adita Oy on 29 March 2023 and the Norwegian workshop equipment business unit of NDS Group AS on 1 August 2023. The 2023 reference data in this Interim Report does not include the figures for these companies acquired for the period preceding the commencement of their consolidation in 2023.

Relais Group's subsidiary Raskone Oy acquired on 2 May 2024 the shares of Asennustyö M Ahlqvist Oy. The 2023 reference data in this Interim Report does not include the figures for Asennustyö M Ahlqvist Oy.

Relais Group Plc

Board of Directors

Further information:

Arni Ekholm, CEO Phone: +358 40 760 3323 E-mail: [email protected]

Distribution:

Nasdaq Helsinki Key Media www.relais.fi

Relais Group

Relais Group is a leading consolidator and acquisition platform on the vehicle aftermarket in the Nordic and Baltic countries. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.

We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.

Our net sales in 2023 was EUR 284.3 (2022: 260.7) million. During 2023, we completed a total of four acquisitions. We employ approximately 1,000 professionals in six different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.

www.relais.fi

HALF-YEAR FINANCIAL REPORT JANUARY-JUNE 2024, TABLES AND NOTES

Contents

Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity

Notes

    1. Basis of preparation
    1. Seasonality
    1. Key figures
    1. Quarterly figures
    1. Segment information
    1. Net sales by geographical area and product line
    1. Financial income and expenses
    1. Earnings per share and dividend
    1. Intangible assets and goodwill, tangible assets and right-of-use assets
    1. Financial instruments
    1. Collaterals, guarantees, contingent liabilities and other commitments
    1. Events after the review period

Definitions of key figures

Reconciliation of alternative performance measures

CONSOLIDATED STATEMENT OF INCOME

4-6/ 4-6/ 1-6/ 1-6/ 1-12/
(EUR 1,000) 2024 % 2023 % 2024 % 2023 % 2023 %
Net sales 74,261 64,101 157,017 133,051 284,252
Other operating income 1,050 724 1,687 1,348 2,655
Materials and services -38,860 -34,827 -83,424 -71,691 -155,329
Employee benefit expenses -17,012 -14,630 -33,959 -28,973 -59,128
Depreciation, amortisation and impairment losses -4,469 -4,612 -9,009 -9,066 -18,395
Other operating expenses -8,382 -6,782 -16,762 -14,054 -28,909
Operating profit 6,587 8.9 3,974 6.2 15,549 9.9 10,616 8.0 25,147 8.8
Financial income -582 2,318 1,669 3,127 1,436
Financial expenses -1,149 -5,161 -6,516 -8,119 -8,876
Net financial expenses -1,730 -2,842 -4,847 -4,993 -7,440
Profit before income taxes 4,856 6.5 1,132 1.8 10,702 6.8 5,623 4.2 17,707 6.2
Income taxes -1,582 -971 -3,544 -2,524 -3,968
Profit for the period 3,274 4.4 161 0.3 7,158 4.6 3,099 2.3 13,739 4.8
Profit for the period
attributable to
Owners of the parent company 3,274 161 7,158 3,099 13,739
Non-controlling interest - - - - -
Earnings per share
Basic earnings per share, euro 0.18 0.01 0.39 0.17 0.76
Diluted earnings per share, euro 0.17 0.01 0.38 0.15 0.73

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

4-6/ 4-6/ 1-6/ 1-6/ 1-12/
(EUR 1,000)
Profit for the period
2024
3,274
%
4.4
2023
161
%
0.3
2024
7,158
%
4.6
2023
3,099
%
2.3
2023
13,739
%
4.8
Other comprehensive income
Items that may be subsequently reclassified to
profit or loss
Foreign currency translation
difference
1,213 -2,546 -1,607 -3,556 -4,289
Total other comprehensive income for the period 1,213 -2,546 -1,607 -3,556 -4,289
Total comprehensive income for the period 4,487 -2,385 5,551 -457 9,451
Total comprehensive income
attributable to
Owners of the parent company 4,487 -2,385 5,551 -457 9,451
Non-controlling interests - - - - -10

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(EUR 1,000) 30 June, 2024 30 June, 2023 31 Dec, 2023
ASSETS
Non-current assets
Intangible assets 13,053 13,135 13,082
Goodwill 119,740 113,954 120,132
Tangible assets 5,292 4,236 4,902
Right-of-use assets 58,636 61,070 60,392
Deferred tax assets 644 645 560
Other non-current financial assets 244 69 250
Other non-current assets 26 42 42
Total non-current assets 197,636 193,150 199,899
Current assets
Inventories 79,200 68,610 74,105
Current tax receivables 1,327 2,650 4,024
Other current financial asset - 89 -
Trade and other receivables 43,533 33,295 41,421
Cash at bank and in hand 9,444 13,461 9,675
Total current assets 133,504 118,105 129,225
Total assets 331,140 311,255 329,124
EQUITY
Share capital 80 80 80
Reserve for invested unrestricted equity 73,854 74,125 74,149
Translation differences -7,214 -9,463 -5,607
Retained earnings 41,215 31,429 42,034
Equity attributable to owners of the parent 107,935 96,171 110,656
LIABILITIES
Non-current liabilities
Loans from financial institutions 87,577 90,345 88,845
Lease liabilities 46,989 49,881 49,420
Other non-current financial liabilities 600 1,607 598
Other non-current liabilities 75 131 128
Deferred tax liabilities 5,054 5,108 5,173
Total non-current liabilities 140,295 147,071 144,163
Current liabilities
Loans from financial institutions 7,025 6,915 7,096
Lease liabilities 13,975 12,771 13,709
Other current financial liabilities 756 152 1,894
Current tax liabilities 1,910 2,867 4,845
Trade and other payables 59,244 45,307 46,760
Total current liabilities 82,910 68,013 74,305
Total liabilities 223,205 215,084 218,468
Total equity and liabilities 331,140 311,255 329,124

CONSOLIDATED STATEMENT OF CASH FLOWS

4-6/ 4-6/ 1-6/ 1-6/ 1-12/
(EUR 1,000) 2024 2023 2024 2023 2023
Cash flow from operating activities
Profit for the period 3,274 161 7,158 3,099 13,739
Adjustments:
Depreciation, amortisation and impairment losses 4,469 4,612 9,009 9,066 18,395
Financial income and expenses 2,071 1,486 3,858 3,208 7,495
Unrealised foreign exchange gains and losses -339 1,358 996 1,787 -59
Income tax expense 1,582 971 3,544 2,524 3,968
Other adjustments 222 209 635 507 813
Cash flow before change in net working capital 11,280 8,796 25,199 20,191 44,350
Change in net working capital:
Change in inventories (increase (-) / decrease (+)) -5,167 -3,748 -5,806 -2,171 -4,639
Change in trade and other receivables
(increase (-) / decrease (+))
4,981 1,948 -1,757 -1,346 -7,850
Change in trade and other payables
(increase (+) / decrease (-))
3,083 3,046 4,584 6,773 10,127
Cash flow before finance items 14,176 10,041 22,220 23,448 41,989
Interest paid -3,557 -2,871 -4,090 -3,252 -7,406
Interest received 8 25 64 61 121
Other financial items 73 321 115 232 -121
Dividens received - - - - 26
Income taxes paid -1,206 -859 -4,178 -2,855 -4,011
Net cash flow from operating activities (A) 9,494 6,658 14,131 17,633 30,598
Cash flow from investing activities
Acquisition of intangible and tangible assets -564 -607 -1,309 -980 -4,074
Proceeds from sale of tangible and intangible assets 97 170 97 164 234
Acquisition of subsidiaries, net of cash acquired -1,652 -2,228 -1,651 -3,231 -4,144
Net cash used in investing activities (B) -2,119 -2,665 -2,863 -4,046 -7,985
Cash flow from financing activities
Repayment of current loans and borrowings -2 -24 -4 -26 -307
Repayment of non-current loans and borrowings -3,700 -3,554 -3,700 -3,544 -7,245
Procees from non-current loans 3,000 - 3,000 - -
Dividends paid -3,989 -3,626 -3,989 -3,626 -7,253
Redemption of own shares -337 - -337 - -
Repayment of lease liabilities -3,236 -3,095 -6,512 -6,113 -12,170
Net cash flow from financing activities (C) -8,264 -10,290 -11,543 -13,309 -26,975
Net cash flow from (used in) operating, investing and
financing activities (A+B+C)
-889 -6,297 -274 278 -4,362
Net increase (decrease) in cash and cash equivalents -889 -6,297 -274 278 -4,362
Cash and cash equivalents, at the beginning of the
period
10,291 20,041 9,675 13,527 13,527
Effects of exchange rate fluctuations on cash held 43 -283 43 -344 511
Cash and cash equivalents, at the end of the period 9,444 13,461 9,444 13,461 9,675

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Equity attributable to owners of the parent
Reserve for
(EUR 1,000) Share
capital
invested
unrestricted
equity
Translation
differences
Retained
earnings
Total Total
equity
Equity 1 January 2024 80 74,149 -5,607 42,034 110,656 110,656
Profit for the period - - - 7,158 7,158 7,158
Other comprehensive income - - -1,607 - -1,607 -1,607
Total comprehensive income for the
period
- - -1,607 7,158 5,551 5,551
Share-based payments 43 - - 43 43
Acquisition of treasury shares - -337 - - -337 -337
Dividend distribution - - - -7,978 -7,978 -7,978
Equity 30 June 2024 80 73,854 -7,214 41,214 107,933 107,933
Equity attributable to owners of the parent company
(EUR 1,000) Share
capital
Reserve for
invested
unrestricted
equity
Translation
differences
Retained
earnings
Total Total
equity
Equity 1 January 2023 80 74,125 -5,907 35,582 103,881 103,881
Profit for the period - - - 3,099 3,099 3,099
Other comprehensive income - - -3,556 - -3,556 -3,556
Total comprehensive income for the
period
- - -3,556 3,099 -457 -457
Share-based payments - - - - - -
Shares subscribed by
using options
- - - - - -
Dividend distribution - - - -7,253 -7,253 -7,253
Equity 30 June 2023 80 74,125 -9,463 31,429 96,171 96,171
Equity attributable to owners of the parent company
(EUR 1,000) Share
capital
Reserve for
invested
unrestricted
equity
Translation
differences
Retained
earnings
Total Total
equity
Equity 1 January 2023 80 74,125 -5,907 35,582 103,881 103,881
Profit for the period - - - 13,739 13,739 13,739
Other comprehensive income - - 300 - 300 300
Total comprehensive income for the
period
- - 300 13,739 14,040 14,040
Share-based payments - 24 - -35 -11 -11
Shares subscribed by
using options
- - - - - -
Dividend distribution - - - 7,253 7,253 7,253
Equity 31 December 2023 80 74,149 -5,607 42,034 110,656 110,656

NOTES

1. Basis of preparation

This unaudited interim financial report has been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2023, which have been prepared in accordance with IFRS. This interim financial report does not include all information required for a complete set of financial statements prepared in accordance with IFRS. Selected explanatory notes are therefore included to explain events and transactions that are significant to understand the changes in the Group's financial position and performance since the last annual financial statements. The accounting policies applied are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2023.

All figures have been rounded to the nearest figure; therefore the sum of reported figures may not exactly match those presented.

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 very 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. Key figures

(EUR 1,000 unless stated 4-6/ 4-6/ 1-6/ 1-6/ 1-12/
otherwise) 2024 2023 Change 2024 2023 Change 2023
Net sales 74,261 64,101 +16% 157,017 133,051 +18% 284,252
Gross profit 35,400 29,274 +21% 73,592 61,360 +20% 128,923
Gross margin 47.7% 45.7% 46.9% 46.1% 45.4%
EBITDA 11,056 8,586 +29% 24,558 19,682 +25% 43,542
EBITDA margin 14.9% 13.4% 15,6% 14,8% 15,3%
EBITA 7,304 4,823 +51% 16,976 12,354 +37% 28,552
EBITA margin 9.8% 7.5% 10.8% 9.3% 10.0%
Comparable EBITA 7,318 4,823 +52% 17,004 12,442 +37% 28,851
Comparable EBITA margin 9.9% 7.5% 10.8% 9.4% 10.1%
Operating profit 6,587 3,974 +66% 15,549 10,616 +46% 25,147
Profit after financial items 4,856 1,132 +329% 10,702 5,623 +90% 17,707
Profit for the period 3,274 161 7,158 3,099 +131% 13,739
Earnings per share, basic 0.18 0.01 0.39 0.17 +131% 0.76
Cash flow from operations 9,494 6,658 +43% 14,131 17,633 -20% 30,598
Net working capital 62,150 56,229 +11% 67,068
Net working capital turnover 4.7 4.6 +2% 4.7
Interest-bearing net debt 146,722 147,969 -1% 151,010
Net Debt to EBITDA, LTM 3.03 3.62 -16% 3.47
Equity ratio 32.6% 30.9% 33.6%
Return on equity 13.1% 6.2% 12.8%
Return on capital employed 12.9% 10.5% 10.0%

4. Quarterly figures

(EUR 1,000 unless stated
otherwise)
Q2/
2024
Q1/
2024
Q4/
2023
Q3/
2023
Q2/
2023
Q1/
2023
Net sales 74,261 82,756 80,942 70,259 64,101 68,950
Gross profit 35,400 38,192 35,288 32,275 29,274 32,087
Gross margin 47.7% 46.2% 43.6% 45.9% 45.7% 46.5%
EBITA 7,304 9,672 7,794 8,405 4,823 7,531
EBITA margin 9.8% 11.7% 9.6% 12.0% 7.5% 10.9%
Comparable EBITA 7,318 9,686 7,802 8,607 4,823 7,619
Comparable EBITA margin 9.9% 11.7% 9.6% 12.3% 7.5% 11.0%
Operating profit 6,587 8,962 6,972 7,559 3,974 6,641
Profit after financial items 4,856 5,845 6,075 6,009 1,132 4,491
Profit for the period 3,274 3,884 6,304 4,336 161 2,938
Earnings per share (basic) 0.18 0.21 0.35 0.21 0.01 0.16
Items impacting comparability 14 14 8 203 - 88

5. Segment information

Finland&
(EUR 1,000) Baltics Scandinavia Other Eliminations Total
Jan-Jun 2024
External revenue 68,897 88,120 - - 157,017
Internal revenue 2,489 687 515 -3,692 -
Material and services -39,594 -47,041 - 3,211 -83,424
Gross profit 31,792 41,766 515 -481 73,592
Depreciation, amortisation and impairment -3,867 -3,655 -59 -1,427 -9,009
Other income and expenses -21,675 -27,946 -1,702 554 -50,770
Operating profit 6,250 11,900 -1,246 -1,355 15,549
Financial items 35 -1,948 -2,933 - -4,847
Profit before income taxes 6,285 9,951 -4,180 -1,355 10,702
Finland&
(EUR 1,000) Baltics Scandinavia Other Eliminations Total
Jan-Jun 2023
External revenue 61,123 71,928 - - 133,051
Internal revenue 1,987 472 175 -2,633 -
Material and services -34,723 -39,218 - 2,250 -71,691
Gross profit 28,386 33,182 175 -383 61,360
Depreciation, amortisation and impairment -4,360 -2,946 -22 -1,738 -9,066
Other income and expenses -19,595 -20,748 -1,422 86 -41,679
Operating profit 4,431 9,488 -1,269 -2,034 10,616
Financial items -88 -1,744 -3,156 -4 -4,993
Profit before income taxes 4,343 7,745 -4,426 -2,039 5,623

The Other-column includes management and administrative services provided by the parent company to the group companies and the Eliminations-column includes internal eliminations as well as entries and amortisation related to acquisitions.

Finland&
(EUR 1,000) Baltics Scandinavia Other Eliminations Total
Jan-Dec 2023
External revenue 128,349 155,903 - - 284,252
Internal revenue 5,553 1,861 1,045 -8,459 -
Material and services -75,247 -87,182 - 7,100 155,329
Gross profit 58,655 70,582 1,045 -1,359 128,923
Depreciation, amortisation and impairment -8,876 -6,060 -54 -3,405 -18,395
Other income and expenses -40,033 -43,674 -2,533 859 -85,381
Operating profit 9,746 20,848 -1,542 -3,905 25,147
Financial items 48 -3,525 5,041 -9,004 -7,440
Profit before income taxes 9,795 17,323 3,499 -12,910 17,707

6. Net sales by geographical area and product line

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 1,000) 4-6/
2024
4-6/
2023
1-6/
2024
1-6/
2023
1-12/
2023
Finland 30,641 28,123 64,562 56,690 119,772
Sweden 30,780 27,461 63,694 57,230 116,941
Estonia 925 1,240 2,378 2,494 5,481
Norway 4,839 1,096 10,984 2,612 14,842
Other countries 7,075 6,181 15,400 14,026 27,215
Total 74,261 64,101 157,017 133,051 284,252
4-6/ 4-6/ 1-6/ 1-6/ 1-12
(EUR 1,000) 2024 2023 2024 2023 2023
Equipment 13,055 9,775 30,276 19,174 48,441
Lighting 11,222 9,865 25,977 24,676 59,849
Spare parts 23,596 20,898 48,004 40,160 83,226
Repair and maintenance 25,599 22,774 51,474 47,447 91,899
Other 789 789 1,285 1,594 838
Total 74,261 64,101 157,017 133,051 284,252

7. Financial income and expenses

4-6/ 4-6/ 1-6/ 1-6/ 1-12/
(EUR 1,000) 2024 2023 2024 2023 2023
Financial income
Foreign exchange gains/losses -590 2,293 1,467 3,066 1,289
Interest income 8 25 64 61 121
Other financial income 0 0 138 0 27
Changes in fair values - 0 - - -
Financial income total -582 2,318 1,669 3,127 1,436
Financial expenses
Foreign exchange gains/losses 1,008 -3,384 -2,124 -4,568 -1,145
Interest expenses -2,096 -1,693 -4,072 -3,394 -7,415
Other financial expenses -61 -81 -320 -154 -313
Changes in fair values - -4 - -4 -4
Financial expenses total -1,149 -5,161 -6,516 -8,119 -8,876
Net financial expenses -1,730 -2,842 -4,847 -4,993 -7,440

The increase in net interest expenses were due to increased interest expenses on loans from financial institutions.

The foreign exchange rate gains were attributable to the exchange rate difference of SEK-denominated interest-bearing loans and the foreign exchange rate losses were attributable to the exchange rate difference of SEK-denominated group internal interest-bearing loan receivables.

8. Earnings per share and dividend

EUR 4-6/
2024
4-6/
2023
1-6/
2024
1-6/
2023
1-12/
2023
Earnings per share, basic 0.18 0.01 0.39 0.17 0.76
Earnings per share, diluted 0.17 0.01 0.38 0.15 0.73
Comparable earnings per share, basic 0.18 0.01 0.40 0.18 0.77
Comparable earnings per share excluding
amortization of acquisitions, basic
0.22 0.06 0.48 0.27 0.96
Comparable earnings per share, diluted 0.17 0.01 0.38 0.20 0.75
Comparable earnings per share excluding
amortization of acquisitions, diluted
0.21 0.05 0.46 0.26 0.93
Dividend paid, per share 0.22 0.20 0.22 0.20 0.40
Dividend paid, EUR thousand 3,989 3,626 3,989 3,626 7,253
4-6/
2024
4-6/
2023
1-6/
2024
1-6/
2023
1-12/
2023
Number of outstanding shares at the end of
the period
18,108,787 18,132,258 18,108,787 18,132,258 18,132,258
Weighted average number of shares, basic 18,124,924 18,132,258 18,128,414 18,132,258 18,132,258
Weighted average number of shares, diluted 18,812,984 18,811,560 18,815,412 18,799,196 18,805,601

9. Intangible assets and goodwill, tangible assets and right-of-use assets

30 Jun,
2024
30 Jun,
2023
31 Dec,
2023
27,154 25,231 25,231
150 153 707
1,594 295 1,365
-302 -675 44
-2 - -192
- - -
28,594 24,991 27,154
-14,072 -10,217 -10,217
- - -
- - -
- - -
-1,619 -1,928 -3,785
150 276 -70
-15,541 -11,856 -14,072
15,014
13,082
13,082
13,053
15,014
13,135
Goodwill
(EUR 1,000)
30 Jun,
2024
30 Jun,
2023
31 Dec,
2023
Acquisition cost, opening balance 120,132 118,163 118,163
Additions - - -
Business combinations 1,588 700 1,770
Exchange differences -1,980 -4,990 199
Disposals - - -
Reclassifiations - - -
Acquisition cost, closing balance 119,740 113,954 120,132
Accumulated depreciation and impairment, opening
balance
- - -
Business combinations - - -
Disposals - - -
Reclassifiations - - -
Depreciation - - -
Exchange differences - - -
Accumulated depreciation and impairment, closing
balance
- - -
Carrying amount, opening balance 120,132 118,163 118,163
Carrying amount, closing balance 119,740 113,954 120,132
Tangible assets
(EUR 1,000)
30 Jun,
2024
30 Jun,
2023
31 Dec,
2023
Acquisition cost, opening balance 19,040 16,647 16,647
Additions 1,166 826 2,667
Business combinations 182 39 689
Exchange differences -225 -483 73
Disposals -148 -341 -1,035
Reclassifiations - -2 -2
Acquisition cost, closing balance 20,015 16,687 19,040
Accumulated depreciation and impairment, opening
balance
-14,138 -12,184 -12,184
Business combinations -26 - -508
Disposals 30 173 247
Reclassifiations - 2 2
Depreciation -745 -792 -1,654
Exchange differences 156 351 -40
Accumulated depreciation and impairment, closing
balance
-14,723 -12,450 -14,138
Carrying amount, opening balance 4,902 4,463 4,463
Carrying amount, closing balance 5,292 4,237 4,902
Right-of-use assets
(EUR 1,000)
30 Jun,
2024
30 Jun,
2023
31 Dec,
2023
Acquisition cost, opening balance 95,120 77,194 77,194
Additions 521 2,081 5,855
Business combinations - 370 1,146
Exchange differences -767 -1,784 254
Disposals -78 -178 -319
Revaluations 4,349 10,433 10,988
Acquisition cost, closing balance 99,145 88,117 95,120
Accumulated depreciation and impairment, opening
balance
-34,188 -21,316 -21,316
Disposals 67 107 221
Depreciation -6,641 -6,346 -12,956
Exchange differences 252 508 -136
Accumulated depreciation and impairment, closing
balance
-40,509 -27,047 -34,188
Carrying amount, opening balance 60,932 55,878 55,878
Carrying amount, closing balance 58,636 61,070 60,932

The most significant additions, including additions through business combinations, in the review period and comparison period are related to premises.

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.

10. Financial instruments

30 Jun, 2024 Carrying amount
(EUR 1,000) Amortized cost FVTPL* Total Fair Value Fair value
category
Financial assets
Derivative instruments - - - Level 3
Investments 264 264 264 Level 3
Trade receivables 35,388 43,480 43,480 Level 3
Cash and cash equivalents 9,444 9,444 9,444
Other financial assets - - - Level 3
Total financial assets 45,096 45,096 45,096
Financial liabilities
Loans from financial institutions 94,602 94,602 94,602 Level 3
Lease liabilities 60,958 60,958 60,958 Level 3
Trade payables 23,195 23,195 23,195 Level 3
Other financial liabilities 1,356 1,356 1,356 Level 3
Total financial liabilities 180,112 180,112 180,112
30 Jun, 2023 Carrying amount
(EUR 1,000) Amortized cost FVTPL* Total Fair Value Fair value
category
Financial assets
Derivative instruments - - - Level 3
Investments 111 111 111 Level 3
Trade receivables 29,546 33,295 33,295 Level 3
Cash and cash equivalents 13,461 13,461 13,461
Other financial assets 89 89 89 Level 3
Total financial assets 43,207 43,207 43,207
Financial liabilities
Loans from financial institutions 97,260 97,260 97,260 Level 3
Lease liabilities 58,601 58,601 58,601 Level 3
Trade payables 19,277 19,277 19,277 Level 3
Contingent considerations
Other financial liabilities 1,759 1,759 1,759 Level 3
Total financial liabilities 176,897 176,897 176,897
31 Dec 2023 Carrying amount
(EUR 1,000) Amortized cost Total Fair Value Fair value
category
Financial assets
Derivative instruments - - - Level 3
Investments 285 285 285 Level 3
Trade receivables 35,075 35,075 35,075 Level 3
Cash and cash equivalents 9,675 9,675 9,675
Other financial assets - - - Level 3
Total financial assets 45,035 - 45,035 45,035
Financial liabilities
Loans from financial institutions 95,941 95,941 95,941 Level 3
Lease liabilities 63,129 63,129 63,129 Level 3
Trade payables 21,346 21,346 21,346 Level 3
Other financial liabilities 2,483 2,483 2,483 Level 3
Total financial liabilities 182,899 - 182,899 182,899

* FVTPL Fair value through profit and loss statement

Carrying amounts and fair values of financial instruments

The tables above 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.

The fair value of items which are measured at fair value are categorised in three levels:

  • Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
  • Level 2: Fair value determined by observable parameters

• Level 3: Fair value determined by non-observable parameters

The Group has estimated that the fair value of its loans from financial insitutions corresponds to their book value, because the loans have variable interest ratesand 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.

11. Collaterals, guarantees, contingent liabilities and other commitments

(EUR 1,000) 30 Jun,
2024
30 Jun,
2023
31 Dec,
2023
Loans from financial institutions
Financing loans 94,602 97,260 95,941
Revolving credit facility raised 1,355 2,144 -
Amount of revolving credit facility granted 7,000 7,000 5,634
Available limit 5,645 4,856 5,634
Book value of pledged subsidiary shares 105,222 105,222 105,222
Mortgage on company assets 687 108,093 107,774
Collateral for financial institution loans, total 105,909 213,315 212,996
Guarantees given on behalf of the companies
belonging to the same group
General guarantee 4,995 7,110 5,079
Other 973 856 86
Total 5,968 7,966 5,164
Other liabilities
Rental securities 1,070 1,076 1,070
Other guarantees 207 461 232
Total 1,277 1,537 1,301

12. Events after the review period

Aquisition of Team Verkstad Sverige AB

On 5 July 2024 Relais Group notified that its' group company STS Sydhamnens Trailer Service AB has agreed to acquire Team Verkstad Sverige AB from Vy Buss AB. Team Verkstad Sverige AB provides maintenance and repair services for buses and other heavy commercial vehicles, and it employs approximately 34 professionals. After the completion of the acquisition, Team Verkstad Sverige AB's operations comprise one workshop and one damage repair workshop in Partille, near Gothenburg, Sweden. Through the acquisition, STS strengthens its position in the strategically important Gothenburg area and gains valuable expertise in bus repair and maintenance services.

After carving out operations that are not part of the transaction scope, the annual net sales of Team Verkstad Sverige is approximately SEK 60 million and annual operating profit approximately SEK 2 million.

Closing of the transaction is subject to authority approval under the Swedish Act on Screening of Foreign Direct Investments and to certain other customary conditions. Closing of the transaction is expected to take place 1 October 2024.

DEFINITIONS OF KEY FIGURES

Key figure Definition
EBITA1 Operating profit + amortisation of acquisitions
Comparable EBITA1 Operating profit + amortisation of acquisitions + items affecting comparability
included in EBITA for the period
EBITDA1 Operating profit + depreciation, amortisation, and impairments
Comparable EBITDA1 Operating profit + depreciation, amortisation, and impairments + items affecting
comparability included in EBITDA for the period
Comparable operating profit1 Operating profit + items affecting comparability included in Operating profit for the
period
Gross profit Net sales - materials and services
Gross margin Gross profit/net sales *100
Items affecting comparability Listing expenses + transaction costs of acquisitions+ contingent consideration
costs of acquisitions + other non-recurring expenses + tax impact of items affecting
comparability
Comparable profit (loss) for the
period1
Profit (loss) for the period + items affecting comparability included in profit (loss) for
the period
Comparable profit (loss) for the
period excluding amortisation of
acquisitions1
Profit (loss) for the period + items affecting comparability included in profit (loss) for
the period + amortisation of acquisitions
Comparable earnings per share,
basic
Comparable profit (loss) / weighted average number of shares outstanding during
the period
Comparable earnings per share,
diluted
Comparable profit (loss) / weighted average number of shares outstanding during
the period + dilutive potential shares
Comparable earnings per share
excluding amortisation of
acquisitions, basic
Comparable profit (loss) excluding amortisation of acquisitions / weighted average
number of shares outstanding during the period
Comparable earnings per share
excluding amortisation of
acquisitions, diluted
Comparable profit (loss) excluding amortisation of acquisitions / weighted average
number of shares outstanding during the period + dilutive potential shares
Earnings per share, basic Profit (loss) for the period / weighted average number of shares outstanding during
the period
Earnings per share, diluted Profit (loss) for the period / weighted average number of shares outstanding during
the period + dilutive potential shares
Net working capital Inventories + short-term trade receivables + other receivables + prepaid expenses
and accrued income - trade payables - other current liabilities - accrued expenses
and deferred income
Net working capital turnover Last twelve month's net sales / period average net working capital
Net Debt Loans from financial institutions + other loans + capital loans + leasing liabilities –
loan receivables – receivables from Group companies – subscribed capital unpaid
– cash at bank and in hand
Net debt excluding leasing liabilities Loans from financial institutions + other loans + capital loans – loan receivables –
receivables from Group companies – subscribed capital unpaid – cash at bank and
in hand
Net Debt to EBITDA, LTM Net debt / last twelve month's EBITDA
Net debt excl. leasing liabilities to
EBITDA
Net debt excl. leasing liabilities / last twelve month's EBITDA
Net gearing excl. leasing liabilities Net debt excl. leasing liabilities / Equity + minority interest
Equity ratio Equity + minority interest / Equity and liabilities, total
Return on capital employed (ROCE) (Operating profit + other interest and financial income - listing expenses (periodical
figures have been annualized) / (Equity + minority interest + loans from financial insti
tutions + other loans + capital loans + convertible bonds, average)
Return on equity (ROE) Profit (loss) for the period + minority interest, (periodical figures have been annualized)
/ (Equity + minority interest, average)
Return on assets (ROA) (Operating profit + other interest financial income - listing expenses (periodical
figures have been annualized) / (Total assets, average)

1 Key measure margin, % has been calculated by dividing the measure with net sales and multiplying by 100.

RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES

4-6/ 4-6/ 1-6/ 1-6/ 1-12/
(EUR 1,000 unless stated otherwise) 2024 2023 2024 2023 2023
Net sales 74,261 64,101 157,017 133,051 284,252
Materials and services -38,860 -34,827 -83,424 -71,691 -155,329
Gross profit 35,400 29,274 73,592 61,360 128,923
Gross margin, % 47.7% 45.7% 46.9% 46.1% 45.4%
Operating profit 6,587 3,974 15,549 10,616 25,147
Items affecting comparability included
in profit (loss) for the period
Listing expenses - - - - -
Transaction costs of acquisitions - - - 88 290
Contingent consideration costs of acquisitions 14 - 28 - 9
Items affecting comparability included in
profit (loss) for the period
14 - 28 88 299
Comparable operating profit 6,601 3,974 15,577 10,704 25,446
Depreciation, amortisation and impairments 4,469 4,612 9,009 9,066 18,395
EBITDA 11,056 8,586 24,558 19,682 43,542
EBITDA margin, % 14.9% 13.4% 15.6% 14.8% 15.3%
Items affecting comparability included in profit (loss)
for the period
14 - 28 88 299
Comparable EBITDA 11,070 8,586 24,586 19,770 43,841
Operating profit 6,587 3,974 15,549 10,616 25,147
Amortisation of acquisitions 718 849 1,427 1,738 3,405
EBITA 7,304 4,823 16,976 12,354 28,552
EBITA margin, % 9.8% 7.5% 10.8% 9.3% 10.0%
Items affecting comparability included in profit (loss)
for the period
14 - 28 88 299
Comparable EBITA 7,318 4,823 17,004 12,442 28,851
Profit (loss) for the period 3,274 161 7,158 3,099 13,739
Comparable profit (loss) 3,288 161 7,186 3,188 14,038
Comparable profit (loss) margin, % 4.4% 0.3% 4.6% 2.4% 4.9%
Amortisation of acquisitions 718 849 1,427 1,738 3,405
Comparable profit (loss) excluding amortisation of
acquisitions
4,006 1,010 8,614 4,926 17,444
Comparable profit (loss) excluding amortisation
of acquisitions margin, %
5.4% 1.6% 5.5% 3.7% 6.1%
Operating cash flow before working capital changes 11,280 8,796 25,199 20,191 44,350
Repayment of lease liabilities -3,236 -3,095 -6,512 -6,113 -12,170
Interest expenses on leases -495 -429 -992 -828 -1,732
(EUR 1,000 unless stated otherwise) 4-6/
2024
4-6/
2023
1-6/
2024
1-6/
2023
1-12/
2023
Change in working capital 2,896 1,246 -2,979 3,257 -2,361
Purchase of tangible and intangible assets -564 -607 -1,309 -980 -4,074
Free cash flow 9,882 5,910 13,407 15,527 24,013
Cash conversion to EBITDA 89.4% 68.8% 54.6% 78.9% 55.1%

Relais Group Plc Mannerheimintie 105 00280 Helsinki

www.relais.fi

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