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Sdiptech

Annual Report Feb 11, 2025

2965_10-k_2025-02-11_3a163f76-0917-49a7-bca8-d4eecc17de0e.pdf

Annual Report

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Year End Report January – December 2024

Comments refer to continuing operations unless otherwise stated

FOURTH QUARTER 2024

  • Net sales increased by 3% to SEK 1,336 million (1,302). In total for the Group, organic sales growth was -6%, excl. currency effects.
  • EBITA increased by 5% and amounted to SEK 265 million (252), corresponding to an EBITA margin of 19.8% (19.4).
  • Adjusted EBITA increased by 2% and amounted to SEK 260 million (255), corresponding to an adjusted EBITA margin of 19.5% (19.5). Organic adjusted EBITA growth for the Group was -8%, excl. currency effects.
  • Profit before tax amounted to SEK 163 (143) million and profit after tax amounted to SEK 108 million (96). Profit attributable to divestment activities amounted to SEK -13 million (-4). Attributable to the Parent Company's shareholders of the Group's total profit was SEK 94 million (91).
  • Cash flow from operating activities amounted to SEK 302 million (199), corresponding to a cash conversion of 109% (88).
  • Earnings per ordinary share (average number), less minority interests and dividends on preference shares, amounted to SEK 2.73 (2.43). Total earnings, including discontinued operations, per ordinary share amounted to SEK 2.39 (2.31).
  • During the period, the acquisition of Eagle Automation Systems Ltd, DadoLab Srl and Wintex Agro ApS was completed.

JANUARY - DECEMBER 2024

  • Net sales increased by 13% to SEK 5,166 million (4,582). In total for the Group, organic sales growth was 3%, excl. currency effects.
  • EBITA increased by 8% to SEK 1,041 million (961), corresponding to an EBITA margin of 20.2% (21.0).
  • Adjusted EBITA increased by 10% to SEK 1,010 million (919), corresponding to an adjusted EBITA margin of 19.6% (20.1). Organic adjusted EBITA growth for the Group was -2%, excl. currency effects.
  • Profit before tax amounted to SEK 635 (615) million and profit after tax amounted to SEK 436 million (450). Results attributable to divestment activities amounted to SEK -79 million (-4). Attributable to the Parent Company's shareholders of the Group's total profit was SEK 353 million (444).
  • Cash flow from operating activities amounted to SEK 823 million (628), corresponding to a cash conversion of 83% (68).
  • Earnings per ordinary share (average number), less minority interests and dividends on preference shares, amounted to SEK 11.00 (11.44). Total earnings, including discontinued operations, per ordinary share amounted to SEK 8.93 (11.33).
  • During the period, the acquisition of JR Industries Ltd, WaterTech of Sweden AB, Eagle Automation Systems Ltd, DadoLab Srl and Wintex Agro ApS was completed. Frigotech AB was divested. It was also decided to initiate a divestment of the Group's unit for manufacturing of special elevators, installation and elevator service in Central Europe.

SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

• After the period, the acquisition of Phase 3 Connectors Ltd was completed.

Financial overview, continued operations

For detailed information see Definition of alternative key figures-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
2024
20231
2024 20231 2024 20231
Net sales, (SEK million)
1,210
1,129
1,336 1,302 5,166 4,582
Adjusted EBITA, (SEK million)
231
231
260 255 1,010 919
EBITA (SEK million)
238
266
265 252 1,041 961
EBIT, (SEK million)
203
231
226 218 895 834
Earnings for the period after tax, (SEK million)
91
130
108 96 436 450
Earnings per ordinary share after dilution (SEK)
2.28
3.34
2.73 2.43 11.00 11.44
Adjusted EBITA margin
19.1%
20.5%
19.5% 19.5% 19.6% 20.1%
Financial net debt/Adjusted EBITDA, multiple
2.09
2.29
2.25 2.03 2.25 2.03
Net debt/ Adjusted EBITDA, multiple
3.08
3.44
3.30 3.09 3.30 3.09
Return on capital employed
12.9%
12.6%
12.6% 13.0% 12.6% 13.0%
Return on equity
10.2%
12,6%
10.1% 11.8% 10.1% 11.8%
Cash flow generation
67%
92%
109% 88% 83% 68%

1) Comparative figures have been updated for comparability as the Group's elevator operations from Q3 2024 are reported as discontinued operations according to IFRS 5

STRONG CASH FLOW, SOLID MARGIN AND HIGH-QUALITY ACQUISITIONS

Sdiptech sums up another year of profitable growth. In 2024, we had the pleasure of welcoming five new companies to the Group. Sales increased by 13 percent and adjusted EBITA by 10 percent, with a margin of 19.6 percent. Cash flow from operating activities was a record high of SEK 823 million, corresponding to a cash flow generation of 83 percent.

Overview of the year

In terms of the market, the year was stable for the Group's operations and demand generally remained solid. However, we were not completely unaffected by the economic situation, especially our few units that have exposure to the construction sector had a continued low level of activity. This resulted in a decreased organic growth rate, which was mainly noticeable towards the end of the year. In total, organic sales growth was 3 percent, excluding currency effects, while adjusted organic EBITA growth decreased by 2 percent excluding currency effects. At the same time, we have been able to welcome five new high-quality companies with a profit of SEK 109 million in EBITA on a rolling twelvemonth basis. Thus, total sales increased by 13 percent, while adjusted EBITA increased by 10 percent.

Demand in the Special Infrastructure Solutions business area remained solid. Especially in some of the larger operations in transport and logistics, as well as in several of the smaller ones within the security area. In the Resource Efficiency business area, the smaller Swedish companies in both the water and energy sectors continued to have good demand. The development of the units in temporary electricity and biological sludge management was also strong. From a geographical perspective, the business situation was generally stable in all our main markets.

The four new business areas, which are presented further in this report, applies as of January 1, 2025.

Quarterly summary

As mentioned above, the organic development during the quarter was weaker compared to last year. However, acquisitions have made a positive contribution, resulting in total net sales that increased by 3 percent, of which -6 percent was organic, excluding currency effects. Adjusted EBITA increased by 2 percent, corresponding to a margin of 19.5 percent. During the quarter, the organic development of adjusted EBITA was -8 percent excluding currency effects. This was mainly due to a weak performance in our units with exposure to the construction sector, which was largely driven by a one-off effect.

The fourth quarter generated a strong cash flow of SEK 302 million, corresponding to a cash flow generation of 109 percent. This is the result of our long-term efforts to improve working capital efficiency, among other led to reductions in inventory levels.

Acquisition

Our growth journey continues in a positive direction, where we strengthen our position and create long-term value through carefully selected acquisitions. During the quarter, we acquired the companies Eagle Automation Systems in the UK, Dado Labs in Italy, and Wintex Agro in Denmark. All of which work to solve important problems in society through advanced access and security solutions, reliable air quality measurements, and soil sampling that promote sustainable agriculture. In February 2025, Phase 3 Connectors Ltd in the UK was also acquired, ensuring reliable and efficient power distribution for events, data centres and industrial facilities, among others.

Outlook

Our pipeline for further acquisitions remains strong and our financial position is solid, which gives us good opportunities to expand our business with strategic acquisitions. At the same time, we have a new organizational structure in place that creates clearer governance and supports our growth journey. An important part of this is the recruitment of Peter Helsing as the new Head of M&A. Peter starts in May and will further strengthen our capacity within the group by working strategically to continue acquiring high-quality companies.

Sdiptech continues to attract entrepreneurs who recognize the value of our governance model with a focus on selected areas and clear niches where we can add market knowledge, strategic support and business acumen. Each company brings specialized knowledge within its field, while Sdiptech provides the framework and resources to foster growth and development. As we grow in numbers, we further diversify across industries, end markets, and geographies, strengthening the group's resilience and market reach.

Despite some uncertainties both geopolitically and in the economic situation, we enter 2025 with good prospects and an ambitious plan for continued growth. I have great confidence in the strength of our strategic positions, our diversification and the clear drivers that the transition towards more sustainable, efficient and safe societies brings. We are also pleased to note that we have continued to reduce our emissions. While growing, we have reduced our absolute CO2e emissions during the year and also reduced the Group's total carbon intensity in scope 1 and 2 by 10 percent, and by 24 percent since the base year 2021.

In conclusion, I would like to extend a big thank you to our companies' customers – through close collaboration, we create solutions that make a difference. I would also like to thank our dedicated employees, whose efforts every day contribute to building long-term and sustainable value. Finally, I would like to express my appreciation to our shareholders for your continued confidence. I look forward to a new year with continued development and success.

Bengt Lejdström, President & CEO

OVERVIEW OF OPERATIONS

Comments on the overview of operations refer to continued operations unless otherwise stated.

OCTOBER - DECEMBER

Net sales

Net sales amounted to SEK 1,336 million (1,302) during the quarter. Sales in comparable units amounted to SEK 1,232 million (1,292), which corresponded to an organic growth of -6% for the period, excl. currency effects. The Group's unit for manufacturing of special elevators, installation and elevator service in Central Europe is reported separately and does not affect the net sales during the quarter.

Non-comparable units contributed SEK 103 (9) million to net sales for the quarter. Also see Business areas for more detailed information.

Earnings

Operating profit, EBIT, increased by 4% and amounted to SEK 226 million (218).

Adjusted EBITA increase by 2% and amounted to SEK 260 million (255), corresponding to an adjusted EBITA margin of 19.5% (19.5).

Adjusted EBITA in comparable units, amounted to SEK 257 million (273) corresponding to an organic change of -8%, excl. currency effects. Non-comparable units contributed SEK 24 million (0) to the profit for the period.

Acquisition costs amounted to SEK -8 million (-6) in connection with acquisition activities during the period. Revaluation of contingent consideration impacted profit by net SEK 2 million (-7).

Depreciation and amortisation of property, plant and equipment and intangible fixed assets amounted to SEK -91 million (-83), of which amortisation of acquisition-related intangible fixed assets amounted to SEK -29 million (-24).

Net financial items consist of exchange rate differences of SEK 1 million (-16) in the quarter and SEK -62 million (-62) in interest expense, of which discount rates relating to contingent considerations of SEK -12 million (-11). See also Note 3.

The Group's discontinued operations contributed SEK -13 million (-4) to the Group's total profit.

Profits after tax amounted to SEK 108 million (96). The Group's total profit, including discontinued operations, amounted to SEK 95 million (92).

Earnings per ordinary share for continued operations (average number) after deduction of minority and dividend to preference shares amounted to SEK 2.73 (2.43). Earnings per ordinary share including discontinued operations amounted to SEK 2.39 (2.31).

JANUARY - DECEMBER

Net sales

Net sales amounted to SEK 5,166 million (4,582) during the period. Sales in comparable units, amounted to SEK 4,723 million (4,565), which corresponded to an organic growth of 3% for the period, excl. currency effects.

Non-comparable units contributed SEK 442 million (16) to net sales for the period. Also see Business areas for more detailed information.

Earnings

Operating profit, EBIT, increased by 7% and amounted to SEK 895 million (834).

Adjusted EBITA increased by 10% and amounted to SEK 1,010 million (919) in total for the Group, corresponding to an adjusted EBITA margin of 19.6% (20.1).

Adjusted EBITA in comparable units, amounted to SEK 983 million (987) corresponding to an organic change of -2%, excl. currency effects. Non-comparable units contributed SEK 103 million (1) to the profit for the period. All acquired units had a result in line with or above expectations.

Acquisition costs amounted to SEK -17 million (-13) in connection with acquisition activities during the period. Revaluation of contingent consideration impacted the profit by net SEK -5 million (17), whereof last year was positively impacted by SEK 27 million due to a change in the discount rate.

Depreciation and amortisation of property, plant and equipment and intangible fixed assets amounted to SEK -344 million (-302), of which amortisation of acquisition-related intangible fixed assets SEK -105 million (-90).

Net financial items consist of exchange rate differences of SEK -8 million (-14) and SEK -246 million (-206) in interest expense, of which discount rates relating to contingent considerations of SEK –50 million (-39). The increase in interest expenses mainly consists of higher interest-bearing debt. See also Note 3.

The Group's discontinued operations contributed SEK -79 million (-4) to the Group's total profit. The amount includes impairment of goodwill of SEK -29 million.

The Group's total profit after tax amounted to SEK 436 million (450). Profit compared with the previous year was affected by, among other things, increased interest expenses of SEK -40 million and the previous year being positively impacted by SEK 27 million due to a change in the discount rate. The Group's total profit, including discontinued operations, amounted to SEK 357 million (446). Earnings per ordinary share for continuing operations (average number) after deduction of minority interests and dividends to preference shares amounted to SEK 11.00 (11.44). Earnings per ordinary share including operations for discontinued operations amounted to SEK 8.93 (11.33).

Acquisitions

On January 24, Sdiptech acquired all shares in JR Industries Ltd, a leading British niche manufacturer of roller shutter doors for commercial vehicles. The company has an annual EBIT of approximately GBP 4.5 million. JR Industries is part of business area Special Infrastructure Solutions as of January 2024.

On April 11, all shares in the Swedish company WaterTech of Sweden AB, which produces specialized chemicals, specifically focused on the optimization of industrial water systems, were acquired. WaterTech collaborates closely with Sdiptech's Kemitech business unit in Denmark and Water Treatment Products in the UK. WaterTech of Sweden has a turnover of approximately SEK 20 million, with good profitability. The company is part of business area Resource Efficiency as of April 2024.

On October 25, all shares in the British company Eagle Automation Systems Ltd (Eagle) were acquired. The company designs, manufactures and assembles high-quality products for physical perimeter security and vehicle attack protection (HVM) with the highest security standards for UK and international markets. Eagle has an annual EBIT of approximately GBP 2

Sdiptech AB (publ.) | Year End Report January to December 2024 | Corp.id. no. 556672–4893

million. The company is part of the Special Infrastructure Solutions business area as of October 2024.

On November 12, all shares in the Italian company Dado Lab Srl, a premium manufacturer of instruments used for emission measurements and environmental sampling, were acquired. The company has an annual turnover of approximately EUR 4 million with good profitability. The company is part of the Special Infrastructure Solutions business area as of November 2024.

On 16 December, all shares in the Danish company Wintex Agro ApS (Wintex), a leading player in the development and manufacture of automatic soil samplers for the agricultural sector, were acquired. The company has an annual operating profit of approximately DKK 5 million in EBIT. The company is part of the Resource Efficiency business area as of December 2024.

Divestments

During the period, Sdiptech's shares in the subsidiary Frigotech AB were divested, which on an annual basis had sales of approximately SEK 20 million and 10% in EBITA margin. The decision was based on careful assessment, as the company's operations deviates from our main focus on product companies and associated services. Frigotech will be part of Nordic Climate Group with similar sister companies.

During the period, it was decided to initiate a sale of the Group's remaining elevator business in Central Europe, as the business is not included in Sdiptech's long-term strategic investment and development plan.

Group
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Adjusted EBITA (SEK m)
2024
2023
2024 2023 2024 2023
Resource Efficiency
92
91
88 104 394 366
Special Infrastructure Solutions
157
157
193 168 692 621
Business areas
249
248
280 272 1,085 987
Central units
-17
-17
-21 -18 -75 -67
Totalt
231
231
260 255 1,010 919
Discontinued operations
-18
4
-12 -2 -39 2

The Group's development of net sales, adjusted EBITA and adjusted EBITA marginsince 2017

BUSINESS AREAS AND CENTRAL UNITS

THIS YEAR'S OVERVIEW

Well-functioning infrastructure is essential for our societies and our everyday lives. However, large parts of Europe's infrastructure are outdated and underinvested. Population growth, climate change and striving for more sustainable, efficient and safe societies mean additional pressure on the systems.

Examples of areas that we have identified as particularly important for society's development, and thus show a good demand, are water and sanitation, electricity and energy, bioeconomy and waste management, air and climate control,

During the third quarter, it was decided to initiate a sale of the Group's unit for the manufacture of special elevators, installation and elevator service in Central Europe. The units have been part of Special Infrastructure Solutions but will be reported separately as of the third quarter of 2024 and for all comparable periods under the line Discontinued operations as according to IFRS 5.

To describe the Group's development in more detail, below are comments on the Group's largest units in terms of adjusted EBITA (listed in alphabetical order).

Auger Site Investigations (Special Infrastructure Solutions, Water & Bioeconomy from 2025) handles damage cases on underground pipelines for insurance companies. Auger continued to increase its activity in 2024. With welldeveloped case systems and a strong geographical presence across the UK, the company is meeting growing demand. This is partly driven by neglected infrastructure and climate change, while insurance companies are looking for cost-effective and reliable solutions for smooth claims settlement – a need that Auger meets through high quality, efficient processes and first-class service.

ELM Kragelund (Special Infrastructure Solutions, Supply chain & Transportation from 2025) has, as in 2023, also in 2024 consolidated its position in forklift attachments. As a global player with worldwide customers in a variety of industries, ELM has positioned itself as a player with highquality and tailor-made solutions that increase both safety and efficiency for users. With a weaker development in new sales of forklifts, there is also a greater focus on service and supplementary forklift equipment.

GAH Refrigeration (Special Infrastructure Solutions, Supply chain & Transportation from 2025) manufactures refrigeration systems and refrigerated transport solutions for vehicles used for food and other products that require a certain temperature during transport. Growth is driven by increasing demands for food and drug safety, growing ecommerce for refrigerated products and stricter sustainability regulations. Expansion into new markets, such as North America, as well as technological innovation in energy-efficient and digitally monitored refrigeration systems further strengthen the company's position. GAH had, as in 2023, a strong year with solid demand, where

THE QUARTER

RESOURCE EFFICIENCY

The business area's sales amounted to SEK 459 million (460) compared to the previous year. Most comparable units showed good sales growth. For example, demand for the business area's smaller units within water treatment remained solid in the quarter, as well as for the business area's unit for charging equipment for electric vehicles.

Sdiptech supported the company with their establishment in North America.

Hilltip (Special Infrastructure Solutions, Supply chain & Transportation from 2025) manufactures road maintenance equipment. Hilltip had another good year, driven by good demand. With high quality, innovative solutions and userfriendly systems, Hilltip offers cost-effective and reliable products that help customers manage winter road maintenance in a sustainable and efficient way. Sdiptech has supported Hilltip in their successful establishment in North America, which strengthens the company's market position and long-term growth.

IDE Systems (Resource Efficiency, Energy & Electrification from 2025) is a leading provider of temporary power distribution solutions, specializing in the design, manufacture, sale and rental of both fixed and mobile systems. IDE had a very strong year, driven by major events such as the Olympics, as well as an increased demand for flexible and reliable power supply. The company benefits from growing needs in construction sites, infrastructure projects and events, as well as from stricter requirements for energy efficiency and sustainability. With innovative solutions, smart monitoring and a strong market position, IDE Systems is well equipped for continued growth.

Other units of larger size within the Group include, for example: Certus Automation BV (a leading player in optimising logistics processes in port and terminal environments), JR Industries Ltd, (niche manufacturer of roller shutter doors for commercial vehicles), Resource Data Management Ltd (solutions for energy efficiency and optimisation of indoor climate), Rolec Ltd (charging equipment for electric vehicles), TEL UK Ltd (design and manufacture of electronic airflow control and monitors), and Water Treatment Products Ltd (water treatment engineering).

Adjusted EBITA for the quarter decreased by -16% to SEK 88 million (104), which is partly explained by high comparative figures from last year when the business area's adjusted EBITA grew by 80% in the quarter. In addition, units exposed to the construction sector had a weaker performance.

Adjusted EBITA margin for the quarter amounted to 19.1% (22.6).

Resource Efficiency
Jul-Sep
Jul-Sep
(SEK m)
2024
2023
Oct-Dec
2024
Oct-Dec
2023
Jan-Dec
2024
Jan-Dec
2023
Net sales
423
396
459 460 1,800 1,650
Adjusted EBITA
92
91
88 104 394 366
Adjusted EBITA margin %
21.7%
23.0%
19.1% 22.6% 21.9% 22.2%

SPECIAL INFRASTRUCTURE SOLUTIONS

The business area's sales in the quarter increased by 4% to SEK 877 million (842). The increase in sales was partly due to acquisitions, but several units also showed good sales, such as the units for transport cooling, damage management of underground infrastructure, and equipment for winter road maintenance.

Adjusted EBITA for the quarter increased by 15% and amounted to SEK 193 million (168), where companies that have increased their sales have also increased profitability even more thanks to good scalability in the business. The business area's unit with exposure to the construction sector had a weak non-recurring development. Acquisitions made a positive contribution.

The adjusted EBITA margin in the quarter was 22.0% (19.9).

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Special Infrastructure Solutions
2024
2023
2024 2023 2024 2023
6
(SEK m)
Net sales
787
733
877 842 3,366 2,931
Adjusted EBITA
157
157
193 168 692 621
Adjusted EBITA margin %
19.9%
21.4%
22.0% 19.9% 20.5% 21.2%

CENTRAL UNITS – GROUP-WIDE FUNCTIONS

Central units consist of the Group's parent company, Sdiptech AB and the Group's holding companies. The Parent Company's revenue consists of management fees, directed to the subsidiaries for the Parent Company's services. The costs consist of costs for central functions such as management, acquisition teams, group finance and other central functions.

Adjusted EBITA was SEK -21 million (-18) for the quarter. The increase reflects the IFRS accounting costs for the new Share Matching Plan, which was approved at the 2024 Annual General Meeting.

Jul-Sep
Jul-Sep
Group-wide functions (SEK m)
2024
2023
Oct-Dec
2024
Oct-Dec
2023
Jan-Dec
2024
Jan-Dec
2023
Adjusted EBITA
-17
-17
-21 -18 -75 -67

DISCONTINUED OPERATIONS

During the third quarter, it was decided to initiate a process for the divestment of the Group's unit for the manufacture of special elevators, installation and elevator service in Central Europe. The units have been part of Special Infrastructure Solutions but are reported as Discontinued operations as from the third quarter of 2024 and for all comparable periods.

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Discontinued operations (SEK m)
2024
2023
2024 2023 2024 2023
Adjusted EBITA
-18
4
-13 -2 -39 2

GEOGRAPHICAL DISTRIBUTION OF SALES

Over the years, Sdiptech has acquired business units in Sweden, Norway, Finland, the UK and Croatia (with significant operations in Germany), the Netherlands, Italy and in Denmark. The Group's business units have customers primarily locally and regionally in their respective geographies, but some exports also occur.

The Group's turnover, broken down by geography where customers have their main operations.

Including discontinued operations

TURNOVER BY TYPE OF REVENUE

Sales of proprietary products have increased from 32 to 61 percent during the period full year 2019 to 2024. The turnover for service and installation as of 2022 and onwards is mainly related to our own products.

Consolidated sales by type of revenue

Including discontinued operations

NEW BUSINESS AREAS

Until December 31, 2024, Sdiptech reports according to the two business areas Special Infrastructure Solutions and Resource Efficiency. To highlight the strong trends that are driving growth in our companies, Sdiptech has chosen to establish four new business areas from 1 January 2025, with clear common driving forces to optimize resources and strengthen the opportunities for continued growth. This is a natural step in the company's development which creates better conditions to support the companies, as well as to attract entrepreneurs who want to become part of Sdiptech. A thorough analysis has been made to ensure a smooth transition from two to four business areas. For quarterly comparative figures and information on which units are included in which business area, see Appendix 1.

BUSINESS AREAS

SUPPLY CHAIN & TRANSPORTATION

Innovative solutions units operating in modernizing and streamlining transport and supply chains, driven by an increased demand for more sustainable and efficient logistics solutions.

jul-sep Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Supply chain & Transportation (SEK m)
2024
2024 2023 2024 2023
Net sales
423
569 562 2,271 1,831
Adjusted EBITA
92
113 109 425 339
Adjusted EBITA margin %
21,7%
19.9% 19.4% 18.7% 18.5%

ENERGY & ELECTRIFICATION

Businesses that provide niche solutions in areas such as energy efficiency, electrification, power supply and temporary electricity. The growth potential of the units is driven by the transition to the energy system of the future, which enables sustainable production and efficient consumption of energy.

jul-sep Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Energy & Electrification (SEK m)
2024
2024 2023 2024 2023
Net sales
423
340 375 1,361 1,351
Adjusted EBITA
92
70 78 287 300
Adjusted EBITA margin %
21,7%
20.6% 20.8% 21.1% 22.2%

WATER & BIOECONOMY

Units specializing in systems and technology in water, waste management, and efficient and circular use of natural resources. Growth is driven by population growth, urbanization, increased consumption and regulatory requirements for infrastructure modernization.

jul-sep Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Water & Bioeconomy (SEK m)
2024
2024 2023 2024 2023
Net sales
423
268 257 1,067 950
Adjusted EBITA
92
59 58 254 228
Adjusted EBITA margin %
21,7%
22.0% 22.6% 23.8% 24.0%

SAFETY & SECURITY

Niche businesses that offer solutions in fire and personal safety, increased safety in both the workplace and in public environments, as well as information security. These units have strong driving forces that are underpinned by technological developments, changing societal needs and increased security requirements.

jul-sep Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Safety & Security (SEK m)
2024
2024 2023 2024 2023
Net sales
423
158 107 465 448
Adjusted EBITA
92
39 28 120 121
Adjusted EBITA margin %
21,7%
24.8% 26.5% 25.8% 26.9%

Central units and operations under divestment will not be affected by the change.

COMMENTS ON THE FINANCIAL DEVELOPMENT

Comments on the financial development refer to continuing operations unless otherwise stated.

FINANCIAL POSITION JANUARY – DECEMBER Cash Flow

Cash flow from operating activities after changes in working capital amounted to SEK 823 million (628) during the period. Cash flow generation, expressed as a percentage of profit before tax adjusted for non-cash items, amounted to 83% (68) during the period.

Cash flow from investing activities amounted to SEK -1,078 million (-778). The cash flow effect of completed acquisitions during the period amounted to SEK -580 million (-403), also see Note 8. Cash flow related to payment of contingent considerations on acquisitions from previous years, including both instalments as well as final settlement, amounted to SEK - 288 million (-182) during the period. Investments in intangible and tangible fixed assets amounted to SEK -227 (-192).

Cash flow from financing activities amounted to SEK 117 million (319). Net borrowing amounted to SEK 241 million (387). Amortization of lease liabilities amounted to SEK -106 million

(-77). Dividend on the preference share amounted to SEK -14 million (-14) and dividend to non-controlling interest amounted to SEK -4 million (-2).

Cash flow from the Group's discontinued operations amounted to SEK 4 million (2).

Liabilities

Interest-bearing liabilities including contingent considerations and lease liabilities amounted to SEK 4,564 million (4,046). The three largest items within interest-bearing liabilities consisted of financial liabilities where of SEK 1,910 million (1,803) in liabilities to credit institutions, SEK 811 million (600) in bond liabilities and SEK 1,316 million (1,193) in deferred payments of purchase prices for acquisitions, so-called contingent consideration payments. It can be noted that a large part of the contingent consideration debt requires an increase in profit compared to today's levels to be paid out.

These contingent considerations are classified as interestbearing according to IFRS as they are presented at net present value, but they do not give rise to any actual interest payments that are charged to the Group's cash flow. However, a discount interest rate is booked as a financial expense for the period. The Group's Financial expenses include this non-cash interest expense of SEK -50 million (-39) for the period.

Revaluation together with partial and final adjustment of agreed contingent purchase prices has resulted in a cost of SEK -5 million (17). Last year was positively impacted due to a change in the discount rate. The contingent consideration payments are recognised in accordance with IFRS at the present value of the estimated fair value based on the remaining term and expected outcome. The net of the revaluation is reported under other income or other external expenses.

During the period, the result was charged with SEK -16 million (-13) regarding discount rates in accordance with IFRS16 regarding leasing liabilities.

The net debt relating to continuing operations, consisting of interest-bearing liabilities with a deduction for cash and cash equivalents, amounted to SEK 4,129 million (3,496). The key figure Net debt as of the balance sheet date in relation to adjusted EBITDA, which is calculated on a rolling twelve-month basis, amounted to 3.30 (3.09) as of December 31.

Net financial debt relating to continuing operations, according to the calculation method above but excluding contingent consideration, amounted to SEK 2,813 million (2,303). The key figure financial net debt as of the balance sheet date in relation to adjusted EBITDA, which is calculated on a rolling twelvemonth basis, amounted to 2.25 (2.03) on December 31.

Financing

In August 2023, Sdiptech issued senior secured sustainabilitylinked bonds of SEK 600 million under a framework of SEK 1,000 million with the aim of diversifying the company's financing. In November 2024, additional sustainability-linked bonds of SEK 200 million were issued under the same framework. The bonds mature in August 2027. The link to the group's sustainability goals affects the final redemption amount at maturity, depending on the outcome.

The total utilised credit volume as of 31 December 2024, within the total credit limit of SEK 2,600 million with our lenders, amounted to approximately SEK 1,870 million. The agreements run at a variable interest rate in 3–6-month intervals. However, the Group has agreements on so-called interest rate swaps, corresponding to approximately 40% of the utilized credit volume, including bond debt, with a maturity of 2–4 years in order to reduce interest rate exposure. Part of the agreed credit volume is linked to the Group's sustainability goals, which may increase or decrease the agreed interest margin depending on the outcome. Together with the Group's cash and cash equivalents of SEK 435 million, there is approximately SEK 1,165 million in available funds for future payments.

In addition, the Group uses currency swaps and forwards to balance exposure to GBP, EUR and NOK. The purpose of these instruments is to balance the actual exposure between assets and liabilities, in the respective currency, which affects net financial items. At the end of the period, the volumes of these instruments amounted to the equivalent of approximately SEK 824 million for GBP, SEK 896 million for EUR and SEK 170 million for NOK.

Parent Company

The Parent Company Sdiptech AB's internal net sales, containing mainly, management fee amounted to SEK 28 million (25) for the period and loss after financial items amounted to SEK -74 million (-63).

OTHER INFORMATION

Employees

The number of employees at the end of September was 2,169 (1,970). Acquisitions completed during the last twelve months increased the number of employees by 177. The number of employees in discontinued operations amounts to 300 (331).

Incentive programme

At the 2024 Annual General Meeting, a new incentive program for managers and senior executives was resolved in the form of a long-term performance-based share plan. The program runs over three years and is related to the Group's adjusted EBITA growth per average outstanding ordinary share. The participants invest in Class B shares in Sdiptech AB (Saving Shares) and are thereafter given the opportunity to receive up to three Class B shares (Performance Shares) free of charge if set conditions are met. The program comprises a maximum of 30,000 saving shares.

For previous years' incentive programs, reference is made to the Annual Report 2023.

Financial risks and uncertainty factors

Through its operations, the Group and the Parent Company are exposed to various types of financial risks, mainly related to loans and receivables. The financial risks consist of:

  • Liquidity- and financing risk
  • Interest rate risk
  • Currency risk
  • Customer- and counterparty risk

Since Russia's invasion of Ukraine in 2022, global trade and financial markets have been affected, but Sdiptech's direct business exposure in the region is limited and demand has so far remained stable. The long-term economic impact depends on the evolution of the crisis and policy responses.

The increased tensions in the Middle East have so far had limited impact, but an escalation, especially if shipping in the Red Sea is further disrupted, could affect logistics chains and lead to delays in customer deliveries.

In addition to this, geopolitical uncertainties linked to the new US government are creating additional volatility in financial markets, which could affect global trade flows and the investment climate.

At present, inflation in the most important geographies for the group has slowed down, which has led to central banks no longer raising their policy rates but even in some cases lowering them. However, the future is uncertain about what interest rates will apply in the longer term. This affects the Group to the extent that loan interest rates are variable.

Overall, the current geopolitical and macroeconomic situation means increased uncertainty for global markets, which can affect Sdiptech's operations both directly and indirectly. The company is closely monitoring developments and taking ongoing measures to manage any risks and minimize the impact on the business. For more detailed information on risk factors, please refer to Note 17 of the Annual Report 2023.

Related party transactions

No substantial related party transactions occur within the group.

Events after the end of the reporting period

After the end of the period, the acquisition of Phase 3 Connectors Ltd was completed. The credit line with existing lenders was increased by SEK 250 million. No other significant events have occurred after the end of the period.

Sdiptech Annual General Meeting 2025

The 2025 Annual General Meeting will be held on 19 May 2025 at 16.00 at the Royal Swedish Academy of Engineering Sciences (IVA), Grev Turegatan 16, Stockholm. In order to have a matter dealt with at the meeting, the Shareholder requests must have been received no later than 31 March 2025, or such later date when it is still possible to include the matter in the notice.

Notice convening the AGM will be published on the company's website no later than four weeks before the meeting. All shareholders who are registered in the share register five days before the meeting may attend in person or by proxy. Notification of participation shall be made to the company in accordance with what is stated in the notice.

The Annual Report will be published on 15 April 2025.

Nomination Committee

A Nomination Committee has been appointed for the 2025. AGM. Proposals to the Nomination Committee from shareholders may be sent by e-mail to [email protected] or by post to the company's address. More information is available on www.sdiptech.com.

Dividend

The Board of Directors proposes that the Annual General Meeting resolves on a dividend to the preference shareholders in accordance with the articles of association. The Board of Directors further proposes, in line with the dividend policy, that no dividend be paid on ordinary shares of Class A or ordinary shares of Class B but that the remaining profits should be carried forward to have financial readiness for continued acquisitions.

CONSOLIDATED INCOME STATEMENT

Jul-Sep Jul-Sep
Oct-Dec
Oct-Dec Jan-Dec Jan-Dec
Continuing operations (SEK m) Note
2024
2023
2024
2023 2024 2023
Net sales 2
1,210
1,129
1,336
1,302 5,166 4,582
Other operating income 2
8
32
12
18 54 60
Total income 1,219 1,161
1,348
1,320 5,220 4,642
Operating expenses
Materials. contracting and subcontracting -488 -456
-515
-545 -2,067 -1,853
Other external expenses -110 -89
-131
-138 -469 -415
Employee expenses -333 -302
-385
-334 -1,445 -1,239
Depreciation and amortisation of tangible non-current assets -49 -48
-52
-49 -198 -175
Depreciation and amortisation of intangible non
current assets -34 -36
-39
-34 -146 -127
Operating profit 203 231
226
219 895 834
Profit/loss from financial items 3
Financial income 1 2
4
4 4 6
Financial expenses -70 -65
-67
-80 -265 -225
Profit after financial items 134 168
163
143 635 615
Tax on profit for the period 4
-44
-38
-55
-47 -200 -165
Profit for the period from continuing operations 91 130
108
96 436 450
Profit/loss for the period from discontinued operations 5
-53
2
-13
-4 -79 -4
Total Profit for the period 38 132
95
92 357 446
Profit attributable to continued operations:
Parent Company's shareholders 90 130
107
96 432 448
Non-controlling interests 1 0
1
0 4 1
Profit attributable to discontinued operations:
Parent Company's shareholders -53 2
-13
-4 -79 -4
Earnings per share (average number), attributable to the
Parent Company's shareholders during the period, less
dividends to preference shareholders (in SEK per share)
Earnings per share, continued operations 2,28 3,34
2,73
2,43 11,00 11,44
Earnings per share including discontinued operations 0,88 3,38
2,39
2,31 8,93 11,33
Adjusted EBITA 231 231
260
255 1,010 919
Average number of common shares 37,991,938 37,991,938
37,991,938
37,991,938 37,991,938 37,960,086
Average number of common shares after dilution 37,991,938 37,991,938
37,991,938
37,991,938 37,991,938 37,960,086
Number of ordinary shares at the end of the period 37,991,938 37,991,938
37,991,938
37,991,938 37,991,938 37,991,938

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
(SEK m)
2024
2023
2024 2023 2024 2023
Total profit for the period
38
132
95 92 357 446
Other comprehensive income for the period
Changes in accumulated translation differences
4
-82
51 -93 154 -19
Comprehensive income for the period
42
50
146 -1 511 426
Attributable to:
Parent Company's shareholders
39
50
142 -1 507 426
Non-controlling interest
3
0
4 0 4 1

Sdiptech AB (publ.) | Year End Report January to December 2024 | Org.nr 556672–4893

CONSOLIDATED BALANCE SHEET

30 Sep 31 Dec 31 Dec
(SEK m) Note
2024
2024 2023
Non-current assets
Intangible non-current assets
Goodwill 6
5,022
5,357 4,583
Other intangible assets 1,355 1,493 1,211
Tangible non-current assets
Tangible non-current assets 480 504 412
Right-of-use assets 446 503 432
Financial non-current assets
Other financial non-current assets 16 15 16
Total non-current assets 7,319 7,871 6,655
Current assets
Completed products and goods for resale 731 733 635
Accounts receivable 891 981 785
Other receivables 42 55 56
Current tax assets 31 45 24
Prepaid expenses and accrued income 244 196 230
Cash and cash equivalents 418 435 550
Assets held for sale 137 125 171
Total current assets 2,493 2,569 2,450
Total assets 9,812 10,441 9,105
Shareholders' equity
Shareholders' equity attributable to Parent Company's shareholders
Share capital 1 1 1
Other contributed capital 2,094 2,094 2,094
Profit/loss brought forward including earnings for the period 2,206 2,350 1,857
Total equity attributable to Parent Company's shareholders 4,302 4,445 3,952
Non-controlling interests 8 6 5
Total shareholders' equity 4,310 4,451 3,957
Long term liabilities
Interest-bearing long-term liabilities 7
3,705
4,027 3,681
Non-interest-bearing long-term liabilities 328 358 279
Total long-term liabilities 4,033 4,385 3,960
Short term liabilities
Interest-bearing short-term liabilities 7
540
537 365
Non-interest-bearing short-term liabilities 841 983 762
Liabilities held for sale 87 85 62
Sum short term liabilities 1,468 1,604 1,188
Total liabilities 5,502 5,990 5,148
Total shareholders' equity and liabilities 9,812 10,441 9,105

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

Shareholders' equity attributable to Parent Company

shareholders
Other Non Share
Share contr. Retained controlling holders'
(SEK m) Note capital capital earnings Total interests equity
Opening balance, January 1 2023 1 2,069 1,447 3,517 5 3,522
Income for the period - - 444 444 1 446
Other comprehensive income for the
period - - -19 -19 0 -19
Total income for the period - - 425 425 1 426
Shareholder transactions
Dividend paid to preference shareholders 9 - - -14 -14 - -14
Dividend paid to non-controlling interests - - -1 -1 -1 -3
Share issue of ordinary shares series B - 14 - 14 - 14
Share issue expenses - -1 - -1 - -1
Option premiums - 12 - 12 - 12
Total shareholder transactions - 25 -15 10 -1 9
Closing balance, December 31, 2023 1 2,094 1,857 3,952 5 3,957
Opening balance, January 1 2024 1 2,094 1,857 3,952 5 3,957
Income for the period - - 353 353 4 357
Other comprehensive income for the
period - - 154 154 - 154
Total income for the period 507 507 4 511
Shareholder transactions
Dividend paid to preference shareholders 9 - - -14 -14 - -14
Dividend paid to non-controlling interests - - -2 -2 -2 -4
Share-based remuneration 10 - - 2 2 - 2
Total shareholder transactions - - -14 -14 - -14
Closing balance, December 31, 2024 1 2,094 2,350 4,445 6 4,451

CONSOLIDATED CASH FLOW STATEMENT

Jul-Sep Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Continued operations (SEK m)
2024
Continued operations
2024 2023 2024 2023
Earnings after financial items
134
163 142 635 615
Adjustment for items not included in cash flow1)
114
115 85 359 306
Paid taxes
-50
-42 -73 -196 -195
Cash flow from continuing operations before change in
198
237 155 798 726
working capital
Cash flow from change in working capital
Increase(-)/decrease(+) in stock
0
26 35 18 -19
Increase(-)/decrease(+) in operating receivables
79
-1 -59 -12 -187
Increase(+)/decrease(-) in operating liabilities
-110
41 69 19 108
Cash flow from current operations
167
302 199 823 628
Investing activities
Acquisitions of subsidiaries
-
-252 -1 -580 -403
Acquisitions of subsidiaries, paid contingent considerations
-136
-67 -15 -288 -182
Disinvestments in subsidiaries
-
- - 17 -
Acquisitions of intangible non-current assets
-21
-38 -28 -96 -75
Acquisitions of tangible non-current assets
-37
-30 -29 -131 -118
Cash flow from investing activities
-194
-388 -74 -1,078 -778
Financing activities
Warrant program
-
- - - 12
New share issue
-
- -1 - 14
Loans raised
116
394 20 661 1,615
Amortisation of loans
-53
-260 -34 -420 -1,228
Amortisation of lease liability
-27
-31 -27 -106 -77
Dividends paid
-5
-6 -5 -18 -16
Cash flow from financing activities
31
98 -46 117 319
Cash flow for the period
4
12 79 -138 170
Cash and cash equivalents at beginning of year
415
414 480 550 377
Exchange rate difference in cash and cash equivalents
-1
9 -9 23 4
Cash and cash equivalents at end of period
418
435 550 435 550
7
Cash and cash equivalents at end of period, discontinued operations
11 7 11 7

1) Adjustment for items included in profit or loss after financial items but which are not cash flow affecting consists substantially of depreciation and amortization, unrealized exchange gains/losses and revaluation of. contingent considerations.

PARENT COMPANY INCOME STATEMENT

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
(SEK m)
2024
2023
2024 2023 2024 2023
Net sales
7
6
7 7 28 25
Other operating income
-
-
- - - 1
Total income
7
6
7 7 28 26
Operating expenses
Other external expenses
-6
-7
-4 -7 -20 -23
Employee expenses
-17
-14
-19 -15 -70 -61
Depreciation of tangible and intangible non-current
assets
0
0
- - -1 -1
Operating profit
-16
-16
-15 -15 -62 -59
Profit/loss from financial items
Financial income
9
1
16 22 45 14
Financial expenses
-13
-16
-17 -42 -57 -18
Profit/loss after financial items
-20
-31
-17 -35 -74 -63
Group contributions received
-
-
81 70 81 70
Tax on profit
-
-
- -2 - -2
Profit/loss for the period
-20
-31
65 33 7 6

PARENT COMPANY BALANCE SHEET

30 Sep 31 Dec 31 Dec
(SEK m)
2024
2024 2023
Non-current assets
Tangible non-current assets
Tangible non-current assets
1
1 1
Financial non-current assets
Shareholdings in subsidiaries 50 0
Receivables on group companies
2,469
2,908 2,578
Total non-current assets
2,470
2,959 2,579
Current assets
Receivables on group companies
1,364
1,272 1,319
Other receivables
1
1 2
Prepaid expenses and accrued income
12
15 14
Cash and cash equivalents
14
13 7
Total current assets
1,392
1,301 1,342
Total assets
3,862
4,260 3,921
Shareholders' equity
Share capital
1
1 1
Share premium reserve
2,094
2,094 2,094
Retained earnings including profit/loss for the period
157
219 224
Total shareholder's equity
2,253
2,314 2,320
Liabilities
Other long-term interest-bearing liabilities
1,176
1,538 1,310
Short-term liabilities
433
407 291
Total liabilities
1,609
1,946 1,601
Total equity and liabilities
3,862
4,260 3,921

ACCOUNTING PRINCIPLES IN ACCORDANCE WITH IFRS

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (EU). This interim report for the Group has been prepared in accordance with IAS 34 Interim Financial Reporting and applicable provisions in the Annual Accounts Act.

The Interim Report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act, which is in accordance with the provisions of RFR 2 Accounting for Legal Entities.

The same accounting principles and calculation bases have been applied for the Group and the Parent Company as in the preparation of the most recent annual report for the 2023 financial year.

As a result of rounding off, differences in summaries may appear in the interim report.

New and amended standards for the financial year 2024

New or amended IFRS are not expected to have any significant effects.

NOTE 1 IMPORTANT ESTIMATES AND ASSUMPTIONS ON APPLICATION OF THE GROUP'S ACCOUNTING PRINCIPLES Estimates and assumptions are continuously assessed based on historical experience and other factors, including expectations of future events considered reasonable under prevailing conditions. For more detailed information, please refer to Note 1 of the Annual Report 2023.

Valuation of financial assets and liabilities

Estimates of fair value in the operations primarily affect the Group's goodwill, liabilities related to deferred payments on acquisitions and the Parent Company's shareholdings in subsidiaries. Goodwill is reported in the consolidated balance sheet at acquisition value minus any accumulated write-downs. Financial assets and liabilities in the balance sheet are reported at acquisition value, unless otherwise stated.

In the case of acquisitions, components of the purchase consideration are usually linked to the acquired company's financial results for a period after the acquisition. The book value of liabilities to sellers in the form of contingent consideration can be affected both positively and negatively because of assessments of each company's financial results for the remaining period. Liabilities for contingent additional purchase prices that arise in business acquisitions are measured at fair value through profit or loss.

NOTE 2 SEGMENT REPORTING

Sdiptech reports profit from operations in two segments: Resource Efficiency and Special Infrastructure Solutions.

RESOURCE EFFICIENCY

Companies within Resource Efficiency provide niche products and services that contribute to the use of resources, such as water, energy, minerals, forest and food, in an efficient and sustainable way. The main geographic markets are northern Europe, the United Kingdom and Italy.

SPECIAL INFRASTRUCTURE SOLUTIONS

The companies within Special Infrastructure Solutions provide niche products and services for specialised needs in air and climate control, safety and surveillance and transport systems. The main geographic markets are northern Europe and the United Kingdom.

Central units – Group-wide functions

Group-wide functions and eliminations consist of the Group's Parent Company, Sdiptech AB, the Group's holding companies. which also includes items affecting earnings, such as revaluation of contingent consideration and write-down of goodwill.

Discontinued operations

During the third quarter, it was decided to initiate a sale of the Group's unit for the manufacture of special elevators, installation and elevator service in Central Europe. The units have been part of Special Infrastructure Solutions but will be reported separately as of the third quarter of 2024 and for all comparable periods under the line Discontinued operations as according to IFRS 5.

Segment information. Group

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net Sales (SEK m), continued operations
2024
2023
2024 2023 2024 2023
Resource Efficiency
423
396
459 460 1,800 1,650
Special Infrastructure Solutions
787
733
877 842 3,366 2,931
Net Sales
1,210
1,129
1,336 1,302 5,166 4,582
Operating profit (SEK m), continued
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
operations
2024
2023
2024 2023 2024 2023
Resource Efficiency
83
82
79 91 357 331
Special Infrastructure Solutions
168
142
148 153 628 557
EBIT Segment total
251
224
227 244 985 887
Central units
-47
6
-1 -25 -90 -54
Total EBIT continuing operations
203
231
226 219 895 834
Net financials
-69
-63
-63 -76 -260 -218
Profit before tax
134
168
163 143 635 615
Revenue from agreements with customers
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
(SEK m), continued operations
2024
2023
2024 2023 2024 2023
Resource Efficiency
Products
302
278
275 317 1,204 1,156
Installation, direct
61
75
6 87 241 300
Installation, over time
3
2
101 5 112 18
Service, direct
50
34
53 17 201 122
Service, over time
6
7
23 34 41 55
Sum Sales Resource Efficiency
423
396
459 460 1,800 1,650
Special Infrastructure Solutions
Products
490
422
498 488 1,994 1,432
Installation, direct
25
87
25 92 151 292
Installation, over time
8
4
126 70 283 379
Service, direct
221
191
220 166 833 719
Service, over time
43
28
7 25 106 110
Sum Sales Special Infrastructure Solutions
787
733
877 842 3,366 2,931
Sum Products
792
700
773 805 3,198 2,587
Sum Installation, direct
86
162
31 179 392 592
Sum Installation, over time
11
6
228 75 395 397
Sum Service, direct
271
226
273 184 1 034 841
Sum Service, over time
49
36
31 59 147 164
1,210
1,129
Total Sales
1,336 1,302 5,166 4,582
Jul-Sep
Jul-Sep
Other income (SEK m), continued operations
2024
2023
Oct-Dec
2024
Oct-Dec
2023
Jan-Dec
2024
Jan-Dec
2023
Resource Efficiency
3
5
5 10 15 18
Special Infrastructure Solutions
6
3
7 5 27 14
Business areas
8
8
12 15 42 32
Central units
-
24
- 3 12 29
Total other income
8
32
12 18 54 60

NOTE 3 FINANCIAL INCOME AND COST

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Continued operations (SEK m)
2024
2023
2024 2023 2024 2023
Financial income
Interest income
0
2
0 2 2 5
Net exchange gain
-
-
1 - - -
Other financial income
0
0
3 1 2 2
Total financial income
1
2
4 4 4 6
Financial cost
Interest expense on financial liabilities to
credit institutions
-47
-44
-46 -47 -180 -155
Discount rate for lease liabilities
-4
-3
-4 -4 -16 -13
Discount rate on contingent considerations
-12
-9
-12 -11 -50 -39
Exchange rate difference
-5
-8
- -16 -7 -14
Other financial cost
-1
-1
-5 -2 -10 -5
Total financial cost
-70
-65
-67 -80 -264 -225
Net financial cost
-69
-63
-63 -76 -260 -218

The Group's net financial items consist of interest expenses divided into interest expenses relating to financial liabilities to credit institutions and bondholders as well as discount rates regarding leasing liabilities in accordance with IFRS 16 and contingent consideration. These conditional purchase considerations are classified as interest-bearing as they are presented at net present value, but they do not give rise to any actual interest payments that are charged to the Group's cash flow. It can be noted that a large part of these debt-charged contingent considerations, as a rule of thumb 40%, require an increase in profit compared to today's levels, to be paid out. In addition, the Group is affected by exchange rate differences regarding internal and external loans in foreign currency.

NOTE 4 TAX

The Group's tax in relation to profit before tax is affected by non-taxable income and non-deductible expenses in operating activities, as well as acquisition costs, profit from revaluation of contingent purchase prices and capital gains from disposals, discount rates and the fact that tax losses are not capitalised.

The Group's weighted average effective tax rate is in turn affected by the Group's geographical mix. The relationship between tax percentage on recognized tax and actual tax percentage based on adjusted profit before tax for the Group is shown in the following table.

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Continued operations (SEK m)
2024
2023
2024 2023 2024 2023
Earnings before tax
134
168
163 143 635 615
Non-tax items:
Acquisition and divestment cost
1
4
8 6 17 13
Adjustment of liability for earnouts
0
-27
-2 7 5 -17
Discount interest
16
12
12 16 50 36
Utilization of previously unactivated deficits -8 - -8 -
Non-taxable earning divestment
-
-
- - -12 -
Non activated loss
34
27
51 22 153 59
Adjusted earnings before tax
185
184
224 194 841 706
-44
-38
Income Tax
-55 -47 -200 -165
Adjusted tax, percentage
23.6%
20.7%
24.6% 24.2% 23.7% 23.3%

NOTE 5 DISCONTINUED OPERATIONS

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
(SEK m)
2024
2023
2024 2023 2024 2023
Revenues
42
76
57 67 206 236
Operating profit
-50
4
-9 -3 -68 2
Profit before tax
-53
3
-10 -4 -76 -3
Income tax
0
-1
-2 0 -2 -1
Profit for the period
-53
2
-13 -4 -79 -4
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
(SEK m)
2024
2023
2024 2023 2024 2023
Cash flow from operating activities, net
-7
9
-8 6 -18 -9
Cash flow from investing activities, net
1
-5
1 -6 -1 3
Cash flow from financing activities, net
8
-5
8 -1 23 8
Total cashflow
2
-1
1 -1 4 2
31 Dec
(SEK m) 2024
Intangible assets 27
Tangible assets 18
Right-of-use assets 7
Financial assets 1
Inventories 14
Accounts receivables 34
Other current receivables 13
Cash and cash equivalents 11
Total assets 125
Non-current interest-bearing liabilities 16
Non-current non-interest-bearing liabilities 3
Current interest-bearing liabilities 27
Current non-interest-bearing liabilities 38
Total liabilities 85

NOTE 6 GOODWILL

30 Sep 31 Dec 31 Dec
(SEK m)
2024
2024 2023
Opening balance including discontinued operations
4,626
4,582 4,299
Acquisitions for the period
287
535 295
Adj. of preliminary acquisition analysis
-
- 22
Divestments
-4
-4 -
Currency translation effects
156
243 10
Carrying amount at end of period
5,022
5,357 4,626
Discontinued operations 44

Compared with 31 December 2023, excluding discounted operations, goodwill has increased by a total of SEK 775 million and amounted to SEK 5,357 million as of 31 December 2024.

NOTE 7 INTEREST-BEARING LIABILITIES

30 Sep 31 Dec 31 Dec
Continued operations (SEK m)
2024
2024 2023
Liabilities to credit institutions
2,550
1,910 1,803
Bond liabilities 811 600
Leases
350
393 344
Contingent consideration
803
910 932
Other non-current liabilities
2
4 2
Total non-current interest-bearing liabilities
3,705
4,027 3,681
Liabilities to credit institutions
8
10 8
Leases
106
120 94
Contingent consideration
425
406 261
Other current liabilities
1
1 1
Total current interest-bearing liabilities
540
537 365

Contingent consideration payments refer to various types of obligations to the selling party that are linked to conditions based on the acquired company's results for a specific period after the acquisition. The contingent purchase prices are classified as Level 3 in the fair value hierarchy. The liabilities are reported at the present value of the expected outcome based on the assessed fair value at the balance sheet date based on outcomes and future forecast and largely requires an increase in profit compared to today's levels, to have to be paid out.

Contingent consideration
30 Sep
31 Dec 31 Dec
(SEK m)
2024
2024 2023
Opening balance
1,193
1,193 1,266
Acquisitions
169
281 85
Paid purchase considerations relating previous acquisitions
-218
-288 -186
Interest expenses (discount on present value calc.)
38
50 39
Revaluation via operating profit
9
5 -17
Exchange differences
37
73 6
Carrying amount at period end
1,228
1,316 1,193

The contingent consideration is recognized in accordance with IFRS at the present value of estimated fair value based on the remaining maturity and expected outcome. The contingent consideration is discounted by calculating present value.

Repayment periods, contractual values (non
discounted) Year Year Year After year
As of 31 December 2024 (SEK m) 2025 2026-2027 2028-2029 2029
Contingent consideration 411 530 321 87

NOTE 8 BUSINESS ACQUISITIONS

PRELIMINARY ACQUISITION ANALYSIS,

regarding acquisitions during 2024
(SEK m) JR Industries1 WaterTech 2 Eagle3 Dado Lab4 Wintex5 Sum
Intangible non-current assets - - - 1 - 1
Tangible non-current assets 19 - 3 9 1 31
Right of use assets 16 1 10 1 - 28
Inventories and work in progress 64 2 6 - 9 81
Cash and cash equivalents 18 1 11 29 0 60
Trade receivables6 56 2 26 7 7 98
Tax receivable 7 - - - - 7
Other current assets 2 1 4 2 - 9
Deferred tax liability -1 - - - - -1
Other non-current liabilities -20 -1 -21 -2 - -45
Current tax liability - -1 -8 -2 -1 -12
Other current liabilities -51 -2 -9 -4 -4 -69
Net identifiable assets and liabilities 110 4 22 41 11 188
Consolidated goodwill 264 24 182 20 44 535
Brand and trademarks 26 - 37 3 13 79
Customer relations 110 13 20 5 - 148
IPR - - 22 4 8 34
Deferred tax liabilities -34 -3 -20 -2 -4 -63
Total estimated purchase price 476 39 263 70 72 920
Cash and cash equivalents 321 26 191 52 50 639
Contingent consideration 155 14 72 18 22 281
Total remuneration 476 39 263 70 72 920
Liquidity impact on the Group JR Industries1 WaterTech 2 Eagle3 Dado Lab4 Wintex5 Sum
Cash and cash equivalents acquired 18 1 11 29 0 60
Remuneration transferred -321 -26 -191 -52 -50 -639
Total cash impact -303 -24 -180 -23 -50 -580
Other information 7 JR Industries1 WaterTech 2 Eagle3 Dado Lab4 Wintex5 Sum
Run rate, turnover 319 19 110 46 23 516
Run rate profit before tax 60 4 27 10 8 109
Contribution of the acquired entities to Group
turnover and profit (SEK million)
Acquired units' contribution to the Group's turnover 375
Acquired units' contribution to the Group's profit before tax 79
Where of:
Transaction costs -16
Amortisation and impairment of intangible assets

1) JR Industries Ltd (Gwindy Ltd) with subsidiaries

2) WaterTech of Sweden AB

3) Eagle Automation Systems Ltd

4) Dado Lab Srl

5)Wintex Agro ApS with subsidiary 6) The receivables are measured at fair value no provision for bad debts is recognized

7) Run rate is based on sales and operating profit before tax, on a 12-month basis, at the time of acquisition. For foreign acquisitions, the result has been recalculated based on the price at the time of acquisition.

Acquisition accounting

The acquisition analysis is preliminary. The acquisition analysis is kept open for 12 months from the date of entry. During the period, adjustments of the preliminary amounts recognized at the time of acquisition based on new information about the facts and circumstances that existed at the time of acquisition and which, if known, would have affected the calculation of the amounts recognised at that time.

Goodwill consists of the amount by which the consolidated cost of shares in acquired subsidiaries exceeds the fair value of the company's net assets recognised in the acquisition analysis at the time of acquisition and is mainly attributable to synergies and other intangible assets that do not meet the criteria for separate recognition. Goodwill relates to the expected contribution of the acquired entity to complement and broaden the Group's offering, sales channels and synergies in infrastructure and contribute to the Group's continued growth.

Acquisition-related expenses, known as transaction costs, are expensed as incurred. These costs. together with costs for divestments. are recognized in the income statement under the item "Other external costs". Acquisition and divestment costs for the period January to December 2024 amounted to SEK 17 million (13) including stamp fee amounting to SEK 5 million (0), see also page Alternative performance measures.

Description of acquisitions during the period January – September 2024

On 24 January, Sdiptech acquired all shares in the British company JR Industries Ltd with subsidiaries in France and Germany. Founded in 1970 and headquartered in Caerphilly, Wales, JR Industries has established itself as a leading manufacturer of roller shutter doors for commercial vehicles in Europe. The company offers a wide range of tailor-made products that increase the efficiency and safety of loading and unloading goods from vehicles. This includes the development of robust roller shutter door solutions and flexible partitions for refrigerated vehicles that are adaptable to different configurations.

JR Industries' market has solid underlying growth driven by the electrification of delivery vehicles, the ongoing rise of e-commerce, and an increasing trend in fleet customization aimed at improving operational efficiency.

At the time of the acquisition, JR Industries had 87 employees. The company is Sdiptech's thirteenth business unit in the UK and is part of the business area Special Infrastructure Solutions from January 2024.

Sdiptech paid an initial consideration of GBP 26 million on the closing date, which was financed with own funds and an existing credit facility. The final purchase price, which will be settled at the end of a four-year earn-out period, is dependent on the company's earnings trend. A final total purchase price that is higher than the current level requires a higher profit level than the current one. The estimated contingent consideration for JR Industries amounted to SEK 155 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the probable outcome based on forecasts for the company from the date of acquisition until the end of the period of the contingent consideration.

On April 11, Sdiptech acquired all shares in the Swedish company WaterTech of Sweden AB. WaterTech specializes in water chemistry to optimize industrial water systems. The company offers products and services to improve cooling water, boiler feed water and process water, among other things. Through its commitment to quality and innovation, WaterTech plays an important role in increasing efficiency and sustainability in industrial water use.

WaterTech will collaborate closely with Sdiptech's other business unit Kemi-tech, and the partnership aims to strengthen and expand the Group's offerings in industrial water treatment in the Northern European market. Kemi-tech, in turn, already has a close collaboration with the Sdiptech company Water Treatment Products Ltd, one of the UK's leading manufacturers of specialty chemicals with over 400 of its own products in its range and specialist knowledge in areas such as legionella control.

At the time of the acquisition, WaterTech had 4 employees. The company is included in the business area Resource Efficiency as of April 2024.

Sdiptech paid SEK 26 million on the closing date, which is financed with own funds and existing credit facility. The final purchase price, which is settled at the end of a three-year earn-out period, is dependent on the company's earnings development. A final total purchase price that is higher than the current one assumes a higher level of profit than the current one. The estimated contingent purchase price for WaterTech amounted to SEK 14 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the likely outcome based on forecasts for the company from the time of acquisition until the end of the period of the contingent purchase price.

On October 25, Sdiptech acquired all shares in the British company Eagle Automation Systems Ltd. Eagle designs, manufactures, and installs high-quality products for physical perimeter security and protection against vehicle attacks (HVM) with the highest security standards for the UK and international markets. Eagle has an annual EBIT of approximately GBP 2 million. The company was founded in 1998 and is headquartered in Essex, England. Eagle is a comprehensive supplier of physical perimeter security and offers a wide range of HVM solutions tailored for high-security environments. Eagle's expertise in HVM gates positions them as a key partner for both commercial and governmental clients seeking enhanced security measures. At the time of acquisition, the company had 42 employees.

The acquisition of Eagle supports Sdiptech's vision of improving security and sustainability in critical infrastructure sectors. The company is Sdiptech's fourteenth business unit in the UK and will be part of the Special Infrastructure Solutions business area from October 2024.

Sdiptech paid GBP 14.5 million on the acquisition date, financed with own funds and an existing credit facility. The final purchase price, which will be settled at the end of a four-year earn-out period, depends on the company's financial performance. A final total purchase price higher than the current one assumes a higher profit level than at present. The estimated contingent consideration for Eagle amounted to SEK 72 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the probable outcome based on the company's forecasts from the time of acquisition until the end of the earn-out period.

On November 12, Sdiptech acquired all shares in the Italian company Dado Lab Srl, a premium manufacturer of instruments used for emission measurements and environmental sampling. The company has an annual turnover of approximately EUR 4 million with good profitability. Dado Lab was founded in 2013 and has built a strong reputation for delivering innovative and reliable air quality measurement solutions. The company's measuring instruments are specifically designed to help laboratories comply with increasingly stringent EU regulations, ensuring that emissions are regularly monitored to maintain public health and environmental standards. At the time of acquisition, the company had 15 employees.

As the EU continues to tighten emission standards, Dado Lab's technology helps companies meet these requirements and avoid potential fines while promoting sustainable business practices. Dado Lab is Sdiptech's third business unit in Italy and will be part of the Special Infrastructure Solutions business area from November 2024.

Sdiptech paid EUR 4.5 million on the acquisition date, financed with own funds and an existing credit facility. The final purchase price, which will be settled at the end of a five-year earn-out period, depends on the company's financial performance. A final total purchase price higher than the current one assumes a higher profit level than at present. The estimated contingent consideration for Dado Lab amounted to SEK 18 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the probable outcome based on the company's forecasts from the time of acquisition until the end of the earn-out period.

On December 16, Sdiptech acquired all shares in Wintex Agro ApS (Wintex), a leading player in the development and manufacturing of automatic soil samplers for the agricultural sector. The company has an annual operating profit of approximately DKK 5 million in EBIT. Wintex was founded in 1999 and is a leading provider of precision solutions for soil sampling in sustainable agriculture. As global food supply challenges intensify, having the most detailed soil data possible is crucial for optimal nutrient management and maximizing crop production. Wintex's innovative products enable farmers worldwide to analyze soil quality, maximize their yields, and minimize environmental impact. At the time of acquisition, the company had 13 employees.

Wintex is Sdiptech's third company in Denmark and aligns well with Sdiptech's vision of contributing to the creation of more sustainable, efficient, and secure societies. Wintex will be part of Sdiptech's Resource Efficiency business area from December.

Sdiptech paid DKK 33 million on the acquisition date, financed with own funds and an existing credit facility. The final purchase price, which will be settled at the end of a four-year earn-out period, depends on the company's financial performance. A final total purchase price higher than the current one assumes a higher profit level than at present. The estimated contingent consideration for Wintex amounted to SEK 22 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the probable outcome based on the company's forecasts from the time of acquisition until the end of the earn-out period.

If the units acquired for the period had been consolidated as of January 1, 2024, net sales from January to December would have amounted to approximately SEK 5,346 million and adjusted EBITA would have amounted to approximately SEK 1,083 million.

NOTE 9 DIVIDENDS

In March 2015, 1,750,000 preference shares were issued with an issue price of SEK 100 per share. Dividend amounts to SEK 8 per year, divided into quarterly payments. Redemption price is SEK 120 during 0-24 months after the exhibition, SEK 110 during month 25-48, and SEK 105 thereafter. Dividends on preference shares require a general meeting resolution, but redemption can be decided by the board according to the articles of association. The holders of the preference shares have no right to demand redemption or demand a dividend. The dividend on preference shares is regulated in the Articles of Association. The dividend amounts to SEK 14.0 million annually, divided into SEK 3.5 million per quarter, with payment in March, June, September and December.

NOTE 10 SHARE-BASED REMUNERATION

At Sdiptech's Annual General Meeting 2024, it was decided to introduce a share savings program for senior executives where the employee can invest a certain part of their fixed annual salary in shares and after three years receive performance shares provided continued employment and outcome based on performance conditions.

The share savings plans are classified in accordance with IFRS 2 as an equity instrument-regulated program. Recognition of such a share-based remuneration program means that the fair value of the instruments at the time of grant is accrued over the term and is recognized under the line Personnel costs in the income statement, with a corresponding adjustment of equity. At each year-end meeting during the vesting period, the expected number of allotted shares is estimated and the effect of any change in the previous assessment of the number of allotted shares is reported in the income statement under the line Personnel costs with corresponding adjustment of equity. Social security contributions attributable to the share savings plan are expensed over the term of the program valued at fair value (based on the number of shares and share price) each reporting date.

COMPANIES PER BUSINESS AREA

RESOURCE EFFICIENCY

The companies within Resource & Efficiency provide niche products and services that contribute to the use of resources, such as water, energy, minerals, forests and food, in an efficient and sustainable manner. The principal geographic markets today are Northern Europe, the United Kingdom and Italy.

The companies included in Resource & Efficiency (in alphabetical order)

  • Agrosistemi Srl Treatment and recovery of biological sludge
  • CentralByggarna Sverige AB Producer of customised switching stations and electrical automation
  • Centralmontage i Nyköping AB Producer of customised switching stations and electrical automation
  • EuroTech Sire System AB Installation and service of uninterruptible power supply
  • Hansa Vibrations & Omgivningskontrol AB Performs vibration measurements in infrastructure projects
  • HeatWork AS Manufacturing of mobile hydronic heating solutions
  • Hydrostandard Mätteknik Nordic AB Replacement, renovation and calibration of water meters
  • IDE Systems Ltd and IDE Rental Ltd Temporary power distribution and monitoring systems
  • Kemi-tech ApS Tailored chemical solutions for industrial water treatment
  • Multitech Site Services Ltd Temporary infrastructure such as electricity, water, fire protection and lighting
  • Phase 3 Connectors Ltd (as of Feb-25) High-quality single-pole power connectors for industrial and event needs
  • Polyproject Environment AB Installations and components for water treatment in industry and
  • Pure Water Scandinavia AB Producer of ultra-pure water products
  • Rogaland Industri Automasjon AS Control and regulating systems for water and sewerage systems
  • Rolec Services Ltd (One Stop Europe Ltd) Development and manufacture of charging equipment and systems for electric
  • vehicles • Topas Vatten AB Installation and service of smaller water and wastewater treatment plants
  • Unipower AB Measuring systems for monitoring of power quality
  • Watertech of Sweden AB (as of Apr -24) Tailor-made chemical solutions for industrial water treatment
  • Water Treatment Products Ltd Preparation and manufacture of water treatment products
  • Wintex Agro ApS (as of Dec -24) Manufacturing of precision solutions for soil sampling for sustainable

SPECIAL INFRASTRUCTURE SOLUTIONS The companies within Special Infrastructure Solutions provide niched products and services for specialised needs in air and climate control, security and surveillance and transport systems. The principal geographic markets are Northern Europe and the United Kingdom.

environmental sampling

municipalities

agriculture

The companies included in Infrastructure Solutions (in alphabetical order):

  • Alerter Group Ltd Emergency communications systems for disabled people
  • Auger Site Investigations Ltd Specialised in claims management of underground infrastructure
  • Castella Entreprenad AB Contracts for shell completion and internal plaster walls
  • Certus Technologies Holding B.V. Systems for automation in ports, terminals and logistics distribution centre
  • Cliff Models AB Prototypes for industrial product development
  • Cryptify AB Software solution for secure communication
  • Dado Lab Srl (as of Nov -24) Manufacturers of instruments used for emission measurements, and
  • Eagle Automation Systems Ltd End-to-end provider for physical perimeter security (as of Oct -24)
  • e-l-m- Kragelund A/S Development and manufacturing of innovative attachments for forklifts
  • GAH (Refrigeration) Ltd Manufacture and service of transportation refrigeration solutions
  • JR Industries Ltd (as of Jan -24) Manufacture of roller shutter doors and partitions for commercial vehicles
  • Oy Hilltip Ab Manufacturer of road maintenance equipment, special winter
  • KSS Klimat & Styrsystem AB Indoor climate control. ventilation and energy efficiency
  • Medicvent AB System for evacuation of noxious gases
  • Mecno Services S.r.l. Railway maintenance products and services
  • Optyma Security Systems Ltd Integrated security systems for public and private environments
  • Patol Ltd Designs and manufactures products for fire, smoke and heat detection
  • RedSpeed International Ltd Digital cameras for speed monitoring and traffic enforcement
  • Resource Data Management Ltd Specialist product provider within refrigeration control and monitoring
  • Storadio Aero AB Infrastructure and operational liaison centre for backup air traffic
  • TEL UK Ltd Design and manufacture of electronic airflow monitor and control
  • Thors Trading AB Durable products in hard metal material for racing and harness racing

DISCOUTED OPERATIONS

• Metus d.o.o. Production of special elevators for customer-specific needs and resource supply to global elevator manufacturers

communications and radio-based services for shipping

DEFINITIONS ALTERNATIVE PERFORMANCE MEASURES

Sdiptech presents alternative financial ratios in addition to the financial ratios established by IFRS to better understand the development of the business and the financial position. However, such ratios shall not be considered as a substitute for the key ratios required under IFRS. The alternative key figures presented in this report are described below.

Adjusted EBITA Adjusted EBITA is the Group's operating performance measure and is calculated as EBITA
before acquisition costs and disposal costs and before profit from revaluation of contingent
consideration and capital gains from divestments, items affecting non-material corrections to
previous years' results in the subsidiaries; less depreciation and amortization that are not
acquisition-related but relate to the operating units' intangible assets.
The key ratio increases the comparability of EBITA over time as it is adjusted for the impact of
items affecting comparability. The key figure is also used in the internal follow-up and
constitutes a central financial objective for the business.
Adjusted EBITA-margin Adjusted EBITA in relation to net sales.
EBITDA Operating profit before depreciation and impairment losses.
Adjusted EBITDA Adjusted EBITDA is calculated as EBITDA before acquisition and disposal costs and before
gains from revaluation of contingent consideration and capital gains from divestments, items
affecting comparability relating to non-material corrections of previous years in the subsidiaries.
EBITA Operating profit after depreciation and amortisation of tangible fixed assets before impairment.
The key ratio enables comparisons of profitability over time regardless of amortisation and
impairment of acquisition-related intangible assets and independent of the corporate tax rate
and the company's financing structure. That said, depreciation of tangible assets is included,
which is a measure of the consumption of resources necessary to generate earnings.
Financial net debt/
Adjusted EBITDA
Calculated as net financial liability on the balance sheet date to credit institutions and other
financial liabilities, such as outstanding bonds, as well as lease liabilities (largely discounted
leases), in relation to adjusted EBITDA for the last four quarters. Financial net debt includes
current and non-current interest-bearing liabilities less cash and cash equivalents, but excluding
interest-bearing liabilities related to the contingent purchase price.
Net debt /Adjusted EBITDA Net debt as of the balance sheet date, in relation to adjusted EBITDA for the last four quarters.
Net debt includes current and non-current interest-bearing liabilities less cash and cash
equivalents. Parts of the interest-bearing liabilities are related to the conditional purchase price
for acquisitions, which are settled at the end of the vesting periods depending on the earnings
trend during these periods. Paying the liability at the full current book value requires a higher
level of profit or loss than the current level.
Capital employed Calculated as average shareholders' equity and interest-bearing net debt for the past four
quarters less cash and cash equivalents and short-term investments.
Return on capital employed
(ROCE)
Calculated as EBITA for the last four quarters, in relation to the average capital employed for
the last four quarters at the closing date.
Return on equity Calculated as the average profit after tax attributable to shareholders, adjusted for dividends to
preference shares, for the last four quarters, in relation to the average equity attributable to
shareholders adjusted for preference capital for the last four quarters at the balance sheet date.
Cash flow generation Calculated as cash flow from continuing operations in relation to profit before tax adjusted for
non-cash items.
Earnings per ordinary share
(number share per end of
period)
Calculated as profit after tax attributable to the Parent Company's shareholders less dividends
to preference shareholders divided by the number of ordinary shares per the end of the period.

ALTERNATIVE PERFORMANCE MEASURES

Alternative key figures are presented in the interim report for monitoring the group's operations. The alternative key figures presented in this interim report relate to adjusted EBITA1 , adjusted EBITDA, net debt/adjusted EBITDA, net financial debt/adjusted EBITDA, return on capital employed, cash flow generation, earnings per common share and diluted earnings per common share.

Adjusted EBITA1

Adjusted EBITA consists of EBITA before acquisition costs and before amortisation and write-downs of intangible fixed assets that arose in connection with acquisitions as well as before remeasurements of contingent consideration payments and write-downs of goodwill. Amortisation and write-downs of intangible assets that are not acquisition-related but derive from the operating units' intangible assets are not reversed.

Acquisition and divestment costs, which mainly relate to external consultants, are expensed during the periods in which they arise, and the services are performed.

Adjustment items for adjusted EBITA

The costs and revenues that are excluded when calculating ADJ. EBITA have historically amounted to the amounts below:

Acquisition costs (SEK m) Q1 Q2 Q3 Q4 Total
2024 -7 -1 -1 -8 -17
2023 -2 -2 -4 -6 -13
2022 -4 -11 -1 -7 -22
Adjustment of liability for
earnouts (SEK m)
Q1 Q2 Q3 Q4 Total
2024 -0 -8 - 2 -5
2023 -3 -0 27 -7 17
2022 -6 38 29 1 62

The remeasurement of liabilities relating to contingent consideration payments may entail corresponding revenues if liabilities have been written down, or an expense if the liabilities have been written-up. The fact that these items vary over time is due to the development of the participating companies and future forecasts. An evaluation of this development compared with book values takes place every quarter and can result in various remeasurements that affect earnings. These adjustments are made so that the book values are as close to the fair values as possible. see also Note 1.

For acquisitions, part of the purchase price is allocated to goodwill and amortisable intangible assets, also see Note 5. The heading "Amortisation and write-downs of intangible fixed assets" includes any write-downs of goodwill. Amortisation, which is a result of Sdiptech allocating part of the purchase price to acquired intangible assets, such as trademarks, product rights, customer relations, etc. in connection with acquisitions, is also included under the heading. These assets are amortised over time, resulting in a cost. This type of allocation and resulting amortisation has increased over time and is expected to continue increasing in line with new acquisitions. As a rule of thumb, it can be stated that new amortisation of intangible assets that have arisen in connection with new acquisitions, is added at about 2% per year of the additional acquired companies' purchase price.

Effects on adjusted EBITA, compared to EBITA, are distributed as follows:

Adjusted EBITA to EBIT bridge (SEK m),
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Continued operations
2024
2023
2024 2023 2024 2023
Adjusted EBITA
231
231
260 255 1,010 919
Adjustment of liability for earnouts
-
27
2 -7 -5 17
Acquisition and divestment cost
-1
-4
-8 -6 -17 -13
Disinvestments
-
-
- - 12 -
Of which non-acquisition-related amortization and
write-downs of intangible fixed assets
8
12
10 11 42 38
EBITA
238
266
265 252 1,041 961
Non-acquisition-related amortization and write
downs of intangible fixed assets
-8
-12
-10 -11 -42 -38
Acquisition-related amortization and write-downs
of intangible fixed assets
-26
-24
-29 -24 -105 -90
EBIT
203
231
226 219 895 834

Adjusted. EBITA-margin

Adjusted EBITA1 in relation to Net Sales (SEK m), Continued
Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
operations
2024
2023
2024 2023 2024 2023
Adjusted EBITA
231
231
260 255 1,010 919
Net Sales
1,210
1,129
1,336 1,302 5,166 4,582
Adjusted EBITA margin %
19.1%
20.5%
19.5% 19.5% 19.6% 20.1%

EBITDA

Operating profit before depreciation and impairment losses.

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
EBITDA (SEK m), Continued operations
2024
2023
2024 2023 2024 2023
Operating profit
203
231
226 219 895 834
Depreciation and amortisation of tangible non-current assets
49
48
52 49 198 175
Depreciation and amortisation of intangible non-current assets
34
36
39 34 146 127
EBITDA Continued operations
286
315
317 302 1,240 1,136
Adjustment of liability for earnouts
-
-27
-2 7 5 -17
Acquisition and divestment cost
1
4
8 6 17 13
Divestments
-
-
- - -12 -
Adjusted EBITDA Continued operations
287
292
323 316 1,250 1,132

Financial net debt/Adjusted EBITDA

Calculated as financial net debt to credit institutions and other financial liabilities at the balance sheet date, in relation to adjusted EBITDA for the last four quarters. Net financial debt includes current and non-current interest-bearing liabilities, including lease liabilities, less cash and cash equivalents, but excluding interest-bearing liabilities related to the conditional purchase price.

31 Dec 30 Sep 30 Jun 31 Mar 31 Dec
Interest-bearing financial net debt (SEK m) 2024 2024 2024 2024 2023
Liabilities to credit institutions 1,955 1,991 1,903 1,958 1,823
Bonds 811 600 600 600 600
Leases 521 463 471 484 447
Other non-current liabilities 5 3 3 3 3
Sum Interest-bearing financial debt 3,292 3,056 2,977 3,045 2,873
Cash and cash equivalents -446 -428 -422 -436 -557
Interest-bearing financial net debt 2,846 2,629 2,555 2,609 2,316
Adjustment for discontinued operations -32 -28 -24 -20 -14
Total Interest-bearing financial net debt 2,813 2,600 2,530 2,589 2,303
Financial net debt in relation to Adjusted EBITDA (SEK m),
LTM Sep
Full year Full year
continued operations
2024
2024 2023
Interest-bearing financial net debt
2,597
2,813 2,300
Adjusted EBITDA
1,242
1,250 1,132
Financial net debt/Adjusted EBITDA
2.09
2.25 2.03

Net debt/EBITDA 3.08 3.30 3.09

Net debt/Adjusted EBITDA

Calculated as net debt at the balance sheet date, in relation to adjusted EBITDA for the last four quarters. Net debt includes current and non-current interest-bearing liabilities less cash and cash equivalents. Parts of the interest-bearing liabilities are related to the conditional purchase price for acquisitions, which are settled at the end of the vesting periods depending on the earnings trend during these periods. Paying the liability at the current book value requires a higher level of profit than the current level.

31 Dec 30 Sep 30 Jun 31 Mar 31 Dec
Interest-bearing net debt (SEK m) 2024 2024 2024 2024 2023
Sum Interest-bearing financial debt 3,292 3,056 2,977 3,045 2,873
Contingent consideration 1,316 1,228 1,349 1,383 1,193
Sum Interest-bearing liabilities 4,607 4,284 4,326 4,428 4,067
Cash and cash equivalents -446 -428 -422 -436 -557
Interest-bearing net debt 4,161 3,856 3,904 3,992 3,510
Adjustment for discontinued operations -32 -28 -24 -20 -14
Total Interest-bearing net debt 4,129 3,828 3,879 3,972 3,496
Average net debt in relation to EBITDA (SEK m), continued LTM Sep Full year Full year
operations 2024 2024 2023
Interest-bearing net debt 3,828 4,129 3,496
EBITDA 1,242 1,250 1,132

Capital employed

Calculated as average shareholders' equity and interest-bearing liabilities for the last four quarters less cash and cash equivalents and short-term investments.

Average capital employed (SEK m), continued operations Average Q4 2024 Q3 2024 Q2 2024 Q1 2024
Interest-bearing net debt 3,978 4,161 3,856 3,904 3,992
Adjustment for discontinued operations -26 -32 -28 -24 -20
Shareholders' equity 4,305 4,451 4,310 4,272 4,185
Capital employed 8,257 8,580 8,138 8,152 8,157

Return on capital employed (ROCE)

Calculated as EBITA for the most recent four quarters on closing day in relation to average capital employed for the four most recent quarters on closing day.

Average EBITA in relation to average capital employed
LTM Sep
Full year Full year
(SEK m), continued operations
2024
2024 2023
EBITA
1,030
1,041 961
Capital employed
7,975
8,257 7,414
Return on capital employed %
12.9%
12.6% 13.0%

Return on equity

Calculated as average profit after tax. attributable to the Parent Company's shareholders, adjusted for dividend to preference shares, for the four most recent quarters in relation to average equity, attributable to the Parent Company's shareholders, adjusted for preference capital for the four most recent quarters on closing day.

Average adjusted net profit in relation to average equity
LTM Sep
Full year Full year
(SEK m), continued operations
2024
2024 2023
Profit after tax. adjusted
336
418 434
Equity
4,000
4,123 3,694
Return on equity %
10.2%
10.1% 11.8%

Cash flow generation

Calculated as cash flow from continuing operations in relation to profit before tax adjusted for non-cash items.

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Cash flow generation %, continued operations
2024
2023
2024 2023 2024 2023
EBT
134
168
163 142 635 615
Adjustment for items not included in cash flow
114
99
115 85 359 306
Adjusted EBT
248
268
278 227 994 921
Cash flow from continuing operations
167
247
302 199 823 628
Cash flow generation %
67.3%
92.2%
108.5% 87.7% 82.8% 68.2%

Earnings per ordinary share (number share per end of period)

Calculated as profit after tax attributable to the Parent Company's shareholders less dividends to preference shareholders divided by the total number of ordinary shares outstanding at end of the period.

Jul-Sep
Jul-Sep
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Earnings per ordinary share (SEK m)
2024
2023
2024 2023 2024 2023
Profit/loss attributable to Parent Company's shareholders
37
131
94 91 353 444
Dividend paid to preference shareholders
-4
-4
-4 -4 -14 -14
Profit/loss attributable to Parent Company's shareholders
33
128
90 88 339 430
Number of ordinary shares outstanding (thousand)
37,992
37,992
37,992 37,992 37,992 37,992
Earnings per ordinary share
0.87
3.36
2.37 2.30 8.93 11.32

STOCKHOLM 11 FEBRUARY 2025

Bengt Lejdström President and CEO

*******

This interim report has not been subject of a review by the company's auditors.

*******

For additional information. please contact:

Bengt Lejdström, CEO, +46 702 74 22 00. [email protected]

Susanna Zethelius, CFO, +46 704 44 00 92, [email protected]

Sdiptech AB (publ) is required to disclose this information pursuant to EU Market Use Regulation 596/2014. The information was provided by the above contact persons for publication on 11 February 2025 at 08.00 CET.

UPCOMING REPORTS

Annual report 2024 15 April 2025 Interim report January - March 2025 29 April 2025 Annual General Meeting 19 May 2025 Interim report April - June 2025 18 July 2025 Interim report July - September 2025 24 October 2025 Year-end report for 2025 10 February 2026

Payment of dividends to preference shareholders

For each preference share, an annual dividend of SEK 8.00 is paid, divided into four quarterly payments of SEK 2.00 each. The record dates for receipt of dividends of preference shares until next annual general meeting is:

• 14 March 2025

ATTACHMENT 1

SEGMENT REPORTING, PRO FORMA Q1 2023 – Q4 2024

Up until the fourth quarter of 2024, Sdiptech has reported the results from operations in two segments; Resource Efficiency and Special Infrastructure Solutions. For a clearer description of the strong drivers and trends that drive growth in our companies, Sdiptech chooses to establish four new business areas with clear common drivers to optimize resources and strengthen opportunities for continued growth from 2025. A thorough analysis has been carried out to ensure a smooth transition from two to four business areas. Comparative figures for the last eight reported quarters according to the new segment grouping are presented below. Central units and operations under divestment will not be affected by the change.

SUPPLY CHAIN & TRANSPORTATION

Innovative solutions units operating in modernizing and streamlining transport and supply chains, driven by an increased demand for more sustainable and efficient logistics solutions.

jul-sep
Jan-Mar
Apr-Jun Jul-Sep Oct-Dec Jan-Dec
Supply chain & Transportation (SEKm) 2024
2024
2024 2024 2024 2024
Net sales 423
553
610 539 569 2 271
Adjusted EBITA 92
92
123 97 113 425
Adjusted EBITA margin % 21,7%
16,6%
20,2% 18,0% 19,9% 18,7%
Jan-Mar Apr-Jun Jul-Sep Oct-Dec Jan-Dec
2023 2023 2023 2023 2023
Net sales 423
367
452 450 562 1 831
Adjusted EBITA 92
63
89 78 109 339
Adjusted EBITA margin % 21,7%
17,2%
19,7% 17,3% 19,4% 18,5%

ENERGY & ELECTRIFICATION

Businesses that provide niche solutions in areas such as energy efficiency, electrification, power supply and temporary electricity. The growth potential of the units is driven by the transition to the energy system of the future, which enables sustainable production and efficient consumption of energy.

jul-sep
Jan-Mar
Apr-Jun Jul-Sep Oct-Dec Jan-Dec
Energy & Electrification (SEKm) 2024
2024
2024 2024 2024 2024
Net sales 423
365
339 317 340 1 361
Adjusted EBITA 92
75
71 71 70 287
Adjusted EBITA margin % 21,7%
20,5%
20,9% 22,4% 20,6% 21,1%
Jan-Mar Apr-Jun Jul-Sep Oct-Dec Jan-Dec
2023 2023 2023 2023 2023
Net sales 423
326
330 320 375 1 351
Adjusted EBITA 92
76
73 74 79 302
Adjusted EBITA margin % 21,7%
23,3%
22,1% 23,1% 21,1% 22,4%

WATER & BIOECONOMY

Units specializing in systems and technology in water, waste management, and efficient and circular use of natural resources. Growth is driven by population growth, urbanization, increased consumption and regulatory requirements for infrastructure modernization.

jul-sep
Jan-Mar
Apr-Jun Jul-Sep Oct-Dec Jan-Dec
Water & Bioeconomy (SEKm)) 2024
2024
2024 2024 2024 2024
Net sales 423
262
282 256 268 1 069
Adjusted EBITA 92
75
63 59 59 256
Adjusted EBITA margin % 21,7%
28,5%
22,2% 23,1% 22,0% 23,9%
Jan-Mar Apr-Jun Jul-Sep Oct-Dec Jan-Dec
2023 2023 2023 2023 2023
Net sales 423
211
237 245 257 950
Adjusted EBITA 92
51
52 67 58 228
Adjusted EBITA margin % 21,7%
24,3%
22,0% 27,2% 22,6% 24,0%

SAFETY & SECURITY

Niche businesses that offer solutions in fire and personal safety, increased safety in both the workplace and in public environments, as well as information security. These units have strong driving forces that are underpinned by technological developments, changing societal needs and increased security requirements.

jul-sep
Jan-Mar
Apr-Jun Jul-Sep Oct-Dec Jan-Dec
Safety & Security ( SEKm)) 2024
2024
2024 2024 2024 2024
Net sales 423
103
106 98 158 465
Adjusted EBITA 92
29
29 23 39 120
Adjusted EBITA margin % 21,7%
27,8%
27,7% 23,0% 24,8% 25,7%
Jan-Mar
2023
Apr-Jun
2023
Jul-Sep
2023
Oct-Dec
2023
Jan-Dec
2023
Net sales 423
117
111 114 107 448
Adjusted EBITA 92
33
29 30 28 121
Adjusted EBITA margin % 21,7%
28,1%
26,4% 26,6% 26,5% 26,9%

DESCRIPTION BUSINESS AREAS

Supply chain & Transportation

Innovative solutions units operating in modernizing and streamlining transportation and supply chains, driven by an increased demand for more sustainable and efficient logistics solutions.

Companies in Supply chain & Transportation (alphabetic order):

Certus Technologies Holding B.V. Systems for automation in ports, terminals and logistics distribution centre
Cliff Models AB Prototypes for industrial product development
e-l-m- Kragelund A/S Development and manufacturing of innovative attachments for forklifts
GAH (Refrigeration) Ltd Manufacture and service of transportation refrigeration solutions
JR Industries Ltd (fr.o.m. jan -24) Manufacture of roller shutter doors and partitions for commercial vehicles
Oy Hilltip Ab Manufacturer of road maintenance equipment, special winter
Mecno Service S.r.l. Railway maintenance products and services
RedSpeed International Ltd Digital cameras for speed monitoring and traffic enforcement
Storadio Aero AB Infrastructure and operational liaison centre for backup air traffic
communications and radio-based services for shipping

Energy & Electrification

Businesses that provide niche solutions in areas such as energy efficiency, electrification, power supply and temporary electricity. The growth potential of the units is driven by the transition to the energy system of the future, which enables sustainable production and efficient consumption of energy.

Companies in Energy & Electrification (alphabetic order):

-

-

  • IDE Systems Ltd och IDE Rental Ltd Temporary power distribution and monitoring systems
  • KSS Klimat & Styrsystem AB Indoor climate control. ventilation and energy efficiency
  • CentralByggarna Sverige AB Producer of customised switching stations and electrical automation
  • Centralmontage i Nyköping AB Producer of customised switching stations and electrical automation
  • EuroTech Sire System AB Installation and service of uninterruptible power supply
  • HeatWork AS Manufacturing of mobile hydronic heating solutions
    • -
  • Multitech Site Services Ltd Temporary infrastructure such as electricity, water, fire protection and lighting • Phase 3 Connectors Ltd (as of Feb-25) High-quality single-pole power connectors for industrial and event need
  • Resource Data Management Ltd Specialist product provider within refrigeration control and monitoring
  • Rolec Services Ltd (& One Stop Europe Ltd) Development and manufacture of charging equipment and systems for electric vehicles

• Unipower AB Measuring systems for monitoring of power quality

Water & Bioeconomy

Units specializing in systems and technology in water, waste management, and efficient and circular use of natural resources. Growth is driven by population growth, urbanization, increased consumption and regulatory requirements for infrastructure modernization.

Companies in Water & Bioeconomy (alphabetic order):

- Agrosistemi Srl Treatment and recovery of biological sludge

-

• Auger Site Investigation Ltd Specialised in claims management of underground infrastructure • Hydrostandard Mätteknik Nordic AB Replacement, renovation and calibration of water meters • Kemi-tech ApS Tailored chemical solutions for industrial water treatment

31

-

-

-

  • Safety & Security
  • Polyproject Environment AB Installations and components for water treatment in industry and municipalities
  • Pure Water Scandinavia AB Producer of ultra-pure water products
  • Rogaland Industri Automasjon AS Control and regulating systems for water and sewerage systems
  • Topas Vatten AB Installation and service of smaller water and wastewater treatment plants
  • WaterTech of Sweden AB (fr.o.m. apr -24) Tailor-made chemical solutions for industrial water treatment
  • Water Treatment Products Ltd Preparation and manufacture of water treatment products
  • Wintex Agro ApS (fr.o.m. dec -24) Manufacturing of precision solutions for soil sampling for sustainable agriculture

Niche businesses that offer solutions in fire and personal safety, increased safety in both the workplace and in public environments, as well as information security. These units have strong driving forces that are underpinned by technological developments, changing societal needs and increased security requirements.

Companies in Safety & Security (alphabetic order):

Alerter Group Ltd Emergency communications systems for disabled people
Cryptify AB Software solution for secure communication
Dado Lab Srl (fr.o.m. nov -24)
environmental sampling
Manufacturers of instruments used for emission measurements, and
Eagle Automation Systems Ltd
(fr.o.m. okt -24)
End-to-end provider for physical perimeter security
Hansa Vibrations & Omgivningskontrol AB Performs vibration measurements in infrastructure projects
Medicvent AB System for evacuation of noxious gases
Optyma Security Systems Ltd Integrated security systems for public and private environments
Patol Ltd Designs and manufactures products for fire, smoke and heat detection
TEL UK Ltd Design and manufacture of electronic airflow monitor and control
Thors Trading AB Durable products in hard metal material for racing and harness racing
Discontinued operations
Metus d.o.o. Production of special elevators for customer-specific needs and resource
supply to global elevator manufacturers

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