Wall to Wall : Annual Report

2023

ANNUAL REPORT

TABLE OF CONTENT

THE YEAR IN BRIEF 3

ABOUT WALL TO WALL GROUP 4

COMMENTS FROM THE CEO 5

BUSINESS MODEL & SERVICE OFFERING 6

FINANCIAL TARGETS 10

SUSTAINABILITY REPORT 11

AUDITOR'S OPINION REGARDING THE 24 STATUTORY SUSTAINABILITY REPORT

CORPORATE GOVERNANCE REPORT 25

AUDITOR'S REPORT ON THE 28 CORPORATE GOVERNANCE STATEMENT

BOARD OF DIRECTORS' REPORT 29

CONSOLIDATED FINANCIAL STATEMENTS 34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 40

PARENT COMPANY FINANCIAL STATEMENTS 63

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS 67

SIGNATURES 76

AUDITOR'S REPORT 77

Wall to Wall Group AB (PUBL)

Corp. identity No.: 559309-8790

Registered office: Stockholm

Accounting currency: Swedish kronor (SEK)

THE YEAR IN BRIEF

THE YEAR IN BRIEF

• • In 2023, the company continued to strengthen its market positions in the Nordic region including through acquisitions in Finland.

• • Cautious demand in several customer groups, in particular for pipe relining.

• • During the year, proforma net revenue amounted to just over SEK 1 billion (0.9).

• • Continued long-term investments in sustainability, process-es and organisation are creating the prerequisites for good growth and improved profitability.

• • Today, the company is a Nordic company with operations in several service areas, which is why the company's name was changed to Wall to Wall Group.

• • With the new name, we demonstrate unity and potential to continue our growth encompassing all property services and with geographical expansion also outside the Nordic region.

• • On 1 January 2024, Joachim Welin was appointed as new CEO.

• • The Board of Directors proposes distribution of a cash dividend of SEK 1 (1) per share.

The new Group was established on 28 April 2022.

MULTI-YEAR REVIEW

SEK million Net revenue Adjusted EBITDA1 Adjusted EBITDA margin, % Adjusted EBITA2

Adjusted EBITA margin, % Operating profit (EBIT)

Net earnings

Net debt

Adjusted EBITDA R123

Net debt/adjusted EBITDA R124 Average No. of shares outstanding in the period Basic and diluted earnings per share by average number of shares, SEK

1 January	28 April
- 31 December	- 31 December
2023	2022
956.1	426.2
112.0	65.8
11.7%	15.4%
58.3	39.2
6.1%	9.2%
41.8	4.2
17.2	-5.8
135.8	-8.9
115.9	116.8
1.2	-0.1
13,678,259	13,348,394
1.26	-0.43

PROSPECTS

• • For the full-year 2024, cautious sales growth is expected for comparable units together with gradual improvement in profitability compared with last year.

FINANCIAL PERFORMANCE1

• • The Group's net revenue amounted to SEK 956.1 million (426.2), adjusted EBITDA amounted to SEK 112.0 million (65.8) and adjusted EBITA amounted to SEK 58.3 million (39.2).

• • Operating profit (EBIT) amounted to SEK 41.8 million (4.2). Items affecting comparability during the period totalled SEK 4.7 million (27.2) and primarily pertained to costs related to the change of listing, earnout revaluations, restructuring costs and corporate acquisitions.

• • Proforma net revenue for Wall to Wall Group's primary subsidiary, Spolargruppen, amounted to SEK 1,016.8 million (923.7) corresponding to a sales growth of 10.1% (15.2). Adjusted EBITA amounted to SEK 73.3 million (98.6). The adjusted EBITA margin was 7.2% (10.7).

1) Comparative figures pertain to the period from 28 April - 31 December 2022.

• 1) Refer to the "Definitions" section.

• 2) Refer to the "Definitions" section.

• 3) Refers to proforma adjusted EBITDA R12

• 4) Refers to proforma adjusted EBITDA R12

2023

Q1

• • Acquisition of Sukittajat Oy

• • Acquisition of Dansk Ventilationsforing

Q2

• • Acquisition of RPL Talotekniikka Oy

• • Acquisition of Norrköping relining

Q3

• • Acquisition of the pipe relining operations of Consti Oy

Q4

• • Extraordinary General Meeting resolves on name change to Wall to Wall Group

• • Joachim Welin appointed as Managing Director and CEO

• • The company is listed on the main list of Nasdaq Stockholm.

ABOUT WALL TO WALL GROUP

Wall to Wall Group is a Nordic market leading player in pipe relining, pipe flushing, maintenance and sealing of ventilation ducts, as well as other complementary services that are sold and performed in the same market channels such as geother-mal energy solutions for apartment buildings. The single largest field of activity consists of pipe relining and pipe flushing. The Group's end customers consist of property owners, primarily commercial managers of homes and premises, public housing and housing cooperatives. The Group has high quality and sustainability ambitions, and aspires to be the most attractive employer in the industry.

HISTORY

tbd30 is listed on Nasdaq

Stockholm

In total, the Group has just over 500 employees and more than 20 offices in Sweden, Norway, Denmark and Finland. The Nordic market for pipe relining and pipe flushing is fragmented and estimated to amount to just over SEK 10 billion in 2024. Market growth over the past five-year period has been approximately 12% per year and is expected to grow at a similar rate in the years ahead. Sweden is the single largest market and represents approximately 60% of the total Nordic market.

Wall to Wall Group has a clear growth strategy with good opportunities to grow both organically and through acquisitions as well as through establishments in new locations.

The acquisition is completed and tbd30 is listed on First North

The company is listed on the main list of Nasdaq Stockholm

tbd30 is founded as one of Sweden's first SPAC companies

Acquisitions of Spolargruppen and de-SPAC are announced

Spolargruppen develops into a leading Nordic player through establishing operations in Finland

New Name, Wall to Wall Group

COMMENTS FROM THE CEO

DEVELOPMENTS IN THE FULL-YEAR 2023

In 2023, the Group's markets were dominated by caution among housing companies and housing cooperatives, which comprise our primary customer groups, primarily as a result of interest rate uncertainty. This has impacted the Group's operations in pipe relining and to some extent in the Group's project activities in geothermal energy while contracting services for duct sealing and service operations in flushing progressed well. Despite the cautious market, we achieved an important milestone when we reached proforma sales exceeding SEK 1 billion.

ADAPTATION TO PREVAILING MARKET CONDITIONS/ ROBUST MEASURES TO IMPROVE PROFITABILITY

Despite favourable sales growth of 10.1% for comparable units, I am not satisfied with profitability as we failed to achieve our targets for the year. By virtue of our size, we should have the industry's lowest production and joint costs as a share of net revenue. This is possible to achieve but requires us to realise more synergies, improve our project management and control costs in everything we do.

Therefore, after the end of the year, we initiated and conducted a cost and efficiency review of our operations to align our direct and indirect costs with prevailing market conditions. As part of this consolidation and streamlining of operations, we have decided to close some locations in Finland and Sweden and reduced the number of employees by almost 10%.

CONTINUED ACQUISITIONS

During the full-year 2023, a number of additional acquisitions were completed primarily in the Finnish market. The acquisi-tions of the pipe relining operations of Sukittajat and Consti have created a strong platform for continued expansion and consolidation of the fragmented market in Finland. We intend to maintain a high pace of acquisitions to further strengthen our market position and improve operational leverage.

NAME CHANGE AND LISTING ON MAIN LIST OF NASDAQ STOCKHOLM

To better reflect the fact that we are now a Nordic company with operations in several service areas, the company's name was changed from Tebede/Spolargruppen to now be called Wall to Wall Group. With the new name, we demonstrate unity and potential to continue our growth encompassing all property services and with geographical expansion also outside the Nordic region.

During the final quarter of the year, the company's shares were also listed on the main list of NASDAQ Stockholm. This is an important step in the company's continued development and not least a mark of quality with a clear impact both internally and externally. This, combined with our size and the ISO 26000 certification we received during the year, means that we occupy a special position among industry players as a long-term partner to the leading property sector players in the Nordic region.

OUTLOOK FOR THE CURRENT YEAR

Market trends in the Group's operating areas are fragmented. Contracting services in pipe relining are still experiencing a cautious market with elements of price pressure, while the market for flushing services is favourable. Stabilising interest rates during the year are expected to contribute to a recovery for property owner investments in planned maintenance, where there is currently a natural pent-up need. At the same time, measures are being implemented to realise synergies and reduce costs, which I expect to lead to gradual improvements in 2024.

This means that the company's long-term financial targets of 10% organic growth and 15% adjusted EBITA margin remain but are not expected to be achieved during the current year as the company anticipates cautious growth and a gradual improve-ment in profitability compared with last year, driven by initiated measures and market improvements.

It is with the utmost humility and pride that I look forward, together with my more than 500 employees, to continuing to develop and grow Wall to Wall Group in the years ahead.

Joachim Welin

CEO, Wall to Wall Group

BUSINESS MODEL & SERVICE OFFERING

STRATEGY AND BUSINESS MODEL

The Group's strategy is to be a vertically focused player in selected products and services for property owners in their buildings. The Wall to Wall Group aims to be the clear market leader in the Nordic market primarily for the lining and flushing of pipes and sealing and cleaning of ventilation ducts. In the long term, this position can form the basis for an establishment and continued growth in the continental European market and in adjacent verticals with supplementary services sold and performed in the same market channels. Wall to Wall Group is to be recognised for high quality and technical know-how, be an attractive employer with leading sustainability efforts and aim to achieve annual organic growth of over 10% and an operating margin (EBITA) of over 15%. The organic growth target is accompanied by an ambition to grow continuously through acquisitions and new establishments.

The business is aimed at property owners and their regulators for services within or directly adjacent to buildings, based on the lining and flushing of pipes and the sealing and cleaning of ducts. The company's market channels and customer structure also enable business development with the property owner in focus, such as recurring service and inspections, energy-saving solutions, digital monitoring and connection to superior systems. In addition, proprietary products and systems may be considered. During the current year, several business devel-opment projects have been initiated. For example, initiatives for service contracts for apartment buildings have resulted in a contractual stock of more than 25,000 apartments at theend of the year. Moreover, operational focus has increased on ventilation ducts in the wake of more attention to energy saving measures. In addition, investments took place in a new business system that will be fully operational across the Group in 2024. All of these represent examples of business develop-ment based on existing market channels, customer structures and knowledge, for property owners in their buildings. During the full-year 2023, a number of additional acquisitions were completed primarily in the Finnish market, which established Wall to Wall Group as the leading player in the Nordic market.

Wall to Wall Group's business model is to provide services for both planned and temporary maintenance and related services. A significant part of the operation's revenue consists of projects that are ordered and planned well in advance of their execu-tion, which normally leads to a favourable planning horizon. The business model also includes a focus on customers who are likely to return and who are interested in all the services offered by Wall to Wall Group. Significant value drivers for Wall to Wall Group are organic growth and margins, strong market positions where the company is active and a high degree of predictability in operations. Key competitive advantages include access to the right skills and high quality of execution as well as increasingly sustainable approaches and methods. Without comparison, Wall to Wall Group's most important resource and competitive advantage is its employees. Being able to retain, recruit and develop the right people is the most important factor for success and one of the reasons why Wall to Wall Group took an early initiative to establish its own academy.

RETURNING CUSTOMERS ✓ An increasing number of service contracts where Wall to Wall Group ensures that customers do not suffer from sewer blockages.

✓ Multi-year contracts that generate stable, recurring revenue.

DUCT SEALING ✓ Increased focus on sales, positive response from customers.

✓ Similar but less complex process than sewer relining.

NEW ESTABLISHMENTS ✓ Concept established and launched.

✓ Increased focus on the profitability of new establish-ments in light of the prevailing business climate.

INTERNAL DEVELOPMENT

• ✓ Increased internal control.

• ✓ Investments in sales and marketing.

• ✓ Awareness of sustainability and our own academy.

• ✓ Implementation of a new brand and ERP.

Value drivers

Wall to Wall Group has several competitors in its market segments, but is already the single largest player in the Nordic market as a whole. The market is characterised by a few major players and is otherwise fragmented, resulting in favourable opportunities to grow both through acquisitions and through business-developing organic initiatives. The company differs in this respect from the industry at large by its vertical focus primarily on lining and flushing pipes, and on sealing

Positioning

Large

Size1

Small

Mixed

Service offering

Source: Wall to Wall Group AB. 1) Illustrative revenue levels.

Acquisitions

Acquisitions are an essential part of business development for which certain general guidelines have been developed. Under normal circumstances, the purchase price will be paid partly in cash on completion and partly in shares in the listed Parent Company Wall to Wall Group AB. In addition, an earnout is paid based on growth and/or performance in relation to set targets. The purpose of having part of the purchase price paid on

and cleaning ducts for property owners in their buildings. A number of competitors offer the same services as well as other services aimed at other customer groups which the Wall to Wall Group has elected not to offer. Overall, the assessment is that a clear focus, both in terms of the offering and the target group, provides the most favourable conditions for growth and profitability.

Focused

completion, and typically also on payment of an earnout, in the form of shares in the Parent Company is to create participation and coherence around shared targets. To date, this policy has resulted in Wall to Wall Group having a high level of ownership among those active in operations. The Board, management, contractors and employees of the Group own approximately 45% of all shares in the Parent Company.

MARKET AND GEOGRAPHICAL PRESENCE Geographical presence

Since the acquisition of Spolargruppen in April 2022, a total of nine additional acquisitions have been made, meaning that the Group is now present in more than 20 locations in Sweden, Norway, Denmark and Finland.

Market

The Nordic market for pipe relining and pipe flushing services is estimated to have reached SEK 9.0 billion in 2023 and has posted a compound annual growth rate (CAGR) of approxi- mately 12% since 2016, with the strongest growth of about 14% in pipe relining. Of the total market, pipe relining and pipe flushing currently account for about 50% each. The Nordic market is expected to grow around 12% until 2026, with pipe relining expected to continue to post a growth rate of around 14%. Sweden is the single largest market and represents approximately 60% of the total Nordic market. Market growth is driven in part by neglected property maintenance with major renovation requirements and a greater demand and acceptance of pipe relining as a more cost-efficient and sustainable alternative to a plumbing overhaul1. Wall to Wall Group address-es only a small part of the total market typically involved with duct sealing and duct cleaning. This part of the market is still considered to be much smaller but with favourable growth potential.

1) Source: Cupole market report

SERVICE OFFERING

Pipe relining

Pipe relining, which accounts for approximately 70% of

Wall to Wall's revenue, is the process of creating a new internal surface in an existing pipeline to repair or renew pipelines that have become damaged or worn. Instead of replacing the old and sometimes faulty sewer pipes, they are repaired from the inside. Relining extends the lifespan, saves the environment and often fulfils the same function as a traditional plumbing overhaul.

The main advantages of relining over replacing the pipe system are that it is significantly cheaper and takes less time. Pipe relining is also a sustainable choice compared with a traditional plumbing overhaul as the old pipes are retained and the walls and floors do not need to be torn up. No decontamination for asbestos or other hazardous materials is required. The environmental benefits of relining are much greater than those of a plumbing overhaul.

It is important that drain relining is conducted the right way and by trained personnel to avoid leaks, which is why Wall to Wall Group only works with approved materials and methods. All employees are trained and certified. Each project is unique and is carefully prepared by technicians with extensive experience and the right training.

Overall, relining is a powerful tool to repair and renew pipelines in a cost-efficient and sustainable way.

Pipe flushing and other services

Regular pipe flushing ensures that sewer pipes are kept open to carry away all waste water and reduces the risk of sewer blockages that can cause water damage. The company's method is gentle on the pipes and environmentally friendly without the use of any chemicals. Sewer pipes are often old and fragile, and to avoid burst pipes during cleaning, a gentle flushing method is used to clean sewer systems. This applies regardless of the material of the sewer pipes, although cast iron pipes are particularly vulnerable as they are often affected by rust. Normal flow in the sewer pipes is restored by balanced pressure during flushing. Cold or hot water flushes away grease and deposits on the pipe wall.

Overall, high-pressure flushing is a very effective method of cleaning and maintaining pipelines in a way that is cost- efficient, effective and sustainable - especially since Wall to Wall Group does not use any chemicals in high-pressure flushing.

In addition to pipe relining and pipe flushing, the company also performs film inspections of pipes and channels, energy-saving geothermal-energy solutions, milling, root cutting and sludge suction.

Duct sealing

Up to 80% of exhaust air ducts leak in Swedish residential buildings built before 1990, resulting in unnecessary costs and poor indoor air quality for many. Good ventilation is required by law, which also sets requirements as to how quickly all the air in a residential building is replaced. Leaks are a common reason for faulty ventilation, and risk failing the OVK ("Obligatory Ventilation Control").

Duct sealing is performed by inserting a "duct sock" filled with composite material into the ventilation duct, inflating it and forming a new sealed pipe on the inside. The method canbe used for all types of ventilation ducts and in all types of buildings. The composite material uses the entire size of the ventilation duct and can handle both bends and transitions between different diameters without problem. It also resists movement and subsidence of the building. Duct sealing does not require the demolition of walls or other major interventions. The material is not dangerous to inhale during the curing time and only a few visits to the apartments are needed during the procedure. The energy savings pay off quickly - usually within two to seven years. Airtight ducts also make it easier to calculate and achieve good performance in FX and FTX ventilation systems.

WALL TO WALL GROUP'S SERVICE OFFERING AND PRIMARY CUSTOMER SEGMENTS

FINANCIAL TARGETS

The Wall to Wall Group has a long-term ambition of generating significant shareholder value through strong cash flows and has set a long-term dividend policy of around 50% of annual profit after tax. Growth is to be achieved concurrently with preserving financial stability and where the company's indebtedness is not to exceed a multiple of 2.5, defined as net debt including lease liabilities/adjusted

EBITDA rolling 12 months proforma.