TSG Central Europe Holding GmbH

München

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.05.2022 bis zum 30.04.2023

TSG Holding SAS

Le Plessis Robinson/Frankreich

This is a translation into English of the statutory auditors' report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users.

This statutory auditors' report includes information required by French law, such as the verification of the management report and the other documents provided to the shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Statutory auditors' report on the consolidated financial statements

RSA	ERNST & YOUNG Audit
Membre indépendant de Crowe Global	Tour First
11-13, avenue de Friedland	TSA 14444
75008 Paris	92037 Paris-La Défense cedex
S.A.S. au capital de € 500.000	S.A.S. à capital variable
381 199 215 R.C.S. Paris	344 366 315 R.C.S. Nanterre
Commissaire aux Comptes	Commissaire aux Comptes
Membre de la compagnie	Membre de la compagnie
régionale de Paris	régionale de Versailles et du Centre

Statutory auditors' report on the consolidated financial statements

To the Shareholders of TSG Solutions Group,

Opinion

In compliance with the engagement entrusted to us by decision of the Sole Shareholder, we have audited the accompanying consolidated financial statements of TSG Solutions Group for the year ended April 30, 2023.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at April 30, 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Basis for Opinion

• Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

• Independence

We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from May 1, 2022 to the date of our report.

Justification of Assessments

In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you that, in our professional judgment, the most significant assessments we made were related to the appropriateness of the accounting policies used, to the reasonableness of the significant accounting estimates and to the overall presentation of the consolidated financial statements.

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

Specific Verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information relating to the Group given in the President's management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.

The consolidated financial statements were approved by the President.

Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these consolidated financial statements.

As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:

―	Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
―	Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
―	Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management in the consolidated financial statements.
―	Assesses the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.
―	Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
―	Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements.

Paris and Paris-La Défense, July 26, 2023

The Statutory Auditors

French original signed by

RSA

Membre indépendant de Crowe Global

Arnaud Devoucoux

ERNST & YOUNG Audit

Marie Le Treut

IFRS CONSOLIDATED FINANCIAL STATEMENTS

Period from May 1 ^st 2022 to April 30 ^th 2023

CONTENTS

1 CONSOLIDATED INCOME STATEMENT

2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

3 CONSOLIDATED BALANCE SHEET

4 CONSOLIDATED CASH FLOW STATEMENT

5 VARIATION IN CONSOLIDATED SHAREHOLDERS EQUITY

6 THE CONSOLIDATION FINANCIAL STATEMENTS REPORTING

NOTE 1 - ACCOUNTING PRINCIPLES

NOTE 2 - CHANGE IN CONSOLIDATION SCOPE

NOTE 3 - OTHER INTANGIBLE ASSETS

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

NOTE 5 - FINANCIAL ASSETS

NOTE 6 - INVENTORIES

NOTE 7 - TRADE RECEIVABLES

NOTE 8 - OTHER CURRENT ASSETS

NOTE 9 - CASH AND CASH EQUIVALENT

NOTE 10 - EQUITY

NOTE 11 - PROVISIONS

NOTE 12 - INTEREST-BEARING LOANS AND OTHER BORROWINGS

NOTE 13 - ADVANCE BILLING AND PREPAYMENT

NOTE 14 - OTHER CURRENT LIABILITIES

NOTE 15 - OTHER OPERATING INCOME AND EXPENSE, RECURRING ELEMENTS

NOTE 16 - INCOME TAX AND DEFERRED TAX

NOTE 17 - STAFF EXPENSES

NOTE 18 - IFRS 16

NOTE 19 - REMUNERATION OF THE EXECUTIVE MANAGERS OF TSG GROUP AND RELATED PARTIES

NOTE 20 - OFF BALANCE SHEET COMMITMENTS

NOTE 21 - EMPLOYEES

NOTE 22 - AUDITORS FEES

NOTE 23 - POST CLOSING EVENTS

NOTE 24 - CONSOLIDATION SCOPE

1 Consolidated income statement

In thousand euros	Note	30/04/2023 (12 months)	30/04/2022 (12 months)
Revenue		932.923	761.155
Cost of sales		(662.462)	(522.353)
Gross margin		270.461	238.802
Indirect costs		(126.063)	(114.642)
Variable selling expenses		(901)	(929)
Warranty expenses		1.119	379
Contribution margin		144.616	123.610
Selling and marketing costs		(32.118)	(28.626)
General and administrative expenses		(55.796)	(53.528)
Research and development costs		(2.424)	(2.169)
Other income / expenses		(6.021)	(8.525)
Operating profit (before non-recurring element)		48.257	30.761
Restructuring expenses		(1.787)	(1.588)
Other income / expenses (1)	15	(5.087)	(5.826)
Operating profit (after non-recurring element)		41.383	23.347
Currency exchange gains / losses		(738)	(236)
Interest income		3.227	133
Interest expenses		(21.451)	(20.175)
Financial income		(18.963)	(20.279)
Result from companies accounted for using the equity method		27	-
Income before tax		22.449	3.068
Income and deferred tax	16	(5.872)	(5.720)
Net income for the period		16.577	(2.652)
Including net income - non-controlling interests part		699	85
Including net income - group part		15.878	(2,737)
(1) Including variation of bad debt		(922)	(673)
Net income for the period		16.577	(2,652)
Interests		18.224	20.043
Income and deferred tax	16	5.872	5.720
Depreciation and amortization		32.201	38.451
Other elements	15	7.309	7.639
EBITDA	15	80.183	69.201

The related notes are an integral part of the consolidated financial statements.

2 Consolidated statement of comprehensive income

In thousand euros	30/04/2023 (12 months)	30/04/2022 (12 months)
Net income for the period	16.577	(2.652)
Other comprehensive income
Other comprehensive income to be recycled to profit and loss
Exchange differences on translation of foreign operations	(66)	163
Variable fair value of hedging instruments	6.456	8.789
Net other comprehensive income that may be recycled to net income	6.390	8.951
Other comprehensive income not to be recycled to profit and loss
Re-measurements gains / losses on defined benefit plans	3.924	3.228
Other comprehensive income not recyclable to net income	3.924	3.228
Other comprehensive income	10.314	12.179
Net comprehensive income for the period	26.891	9.528
Including:
Attributable to holders of the parent	25.781	8.960
Attributable to non-controlling interests	1.111	568

The related notes are an integral part of the consolidated financial statements.

3 Consolidated balance sheet

ASSETS (in thousand euros)	Note	30/04/2023	30/04/2022
Goodwill		505.583	461.070
Intangible assets	3	60.143	65.944
Tangible assets	4	83.183	68.466
Including Right of use - Buildings		33.128	28.502
Including Right of use - Vehicles, Machinery & equipment		22.659	17.266
Investments in companies accounted for using the equity method	5	468	441
Non-consolidated equity interest	5	22	2
Other non-current financial assets	5	26.344	16.088
Deferred tax assets	16	6.550	7.274
Non-current assets		682.294	619.286
Inventories	6	60.089	50.999
Trade receivables	7	232.898	183.276
Income tax receivables		12.711	4.261
Other current assets	8	34.015	22.983
Cash and cash equivalent	9	75.724	64.948
Current assets		415.438	326.467
TOTAL ASSETS		1.097.732	945.753

LIABILITIES (in thousand euros)	Note n°	30/04/2023	30/04/2022
Share capital	10	1.959	1.958
Additional paid-in capital		193.546	193.433
Consolidated reserves		(7.673)	(4.527)
Reserves tied to other comprehensive income		20.109	10.144
Foreign currency translation reserves		174	236
Net income for the period		15.878	(2.737)
Equity - Group part		223.992	198.507
Non-controlling interests		9.130	8.243
Total equity		233.122	206.750
Interest-bearing loans and borrowings	12	403.29	349.600
Including IFRS 16 Debt - Buildings		24.675	20.640
Including IFRS 16 Debt - Vehicles, Machinery & equipment		11.848	9.520
Non-current provisions	11	27.411	33.927
Deferred tax liabilities	16	14.995	17.960
Non-current liabilities		445.535	401.487
Interest-bearing loans and borrowings	12	38.407	19.431
Including IFRS 16 Debt - Buildings		7.309	6.569
Including IFRS 16 Debt - Vehicles, Machinery & equipment		11.459	6.963
Current provisions	11	12.425	12.598
Trade payable		164.310	132.462
Income tax debt		11.274	7.807
Advance billing and prepayment	13	103.059	90.195
Other current liabilities	14	89.599	75.024
Current liabilities		419.075	337.516
TOTAL EQUITY AND LIABILITIES		1.097.732	945.753

The related notes are an integral part of the consolidated financial statements.

4 Consolidated cash flow statement

In thousand euros	30/04/2023	30/04/2022
Net income - Group part	15.878	(2.737)
Minority interests & Result from companies accounted for using the equity method	672	85
NET INCOME FOR THE PERIOD	16.550	(2.652)
Depreciation of Property, Plant, Equipment and intangible assets	30.706	28.571
Provision on liabilities	(4.946)	(5.585)
Deferred tax receivables	1.883	718
Deferred tax payables	(5.405)	(4.103)
DEFERRED TAX	(3.522)	(3.385)
Price of assets sold	(2.107)	(563)
Net book value of assets sold	1.645	638
NET GAIN OR LOSS ON DISPOSAL OF ASSETS	(462)	75
Non-cash items	(466)	0
Net cash provided by operating activities before WCR variations	37.861	17.024
Increase / decrease in inventories	(5.314)	(6.412)
Impact on varation of account payables	(4.233)	(42)
Increase / decrease in accounts receivables	(30.920)	(33.622)
Increase / decrease in prepaid expenses	787	(5.950)
Increase / decrease in prepaid expenses	(3.900)	7.061
Increase / decrease in accounts payable	37.369	10.647
Increase / decrease in accruals and reserves	(138)	2.540
NET CASH PROVIDED BY OPERATING ACTIVITIES	31.512	(8.752)
Intangible assets acquisitions	(834)	(969)
Fixed assets acquisitions	(7.209)	(7.634)
Financial assets acquisitions	(770)	(217)
Fixed assets acquisitions	(8.814)	(8.820)
Proceeds from disposal of intangible assets	18	8
Proceeds from disposal of tangible assets	1.940	555
Proceeds from disposal of financial assets	836	570
Disposal on Fixed Assets	2.794	1.133
Control and non-control of entities (net of cash acquisitions)	(47.032)	(17.065)
NET CASH USED IN INVESTING ACTIVITIES	(53.052)	(24.752)
CONTROLLABLE CASH FLOW	(21.540)	(33.505)
Dividends distributed to non controlling interest part	(153)	(180)
Equity increase / decrease	6	0
Acquisitions / disposals of non controlling interest part without changement of control	(576)	0
Increase in debt	49.905	310.311
Decrease in debt	(17.644)	(284.021)
NET CASH PROVIDED BY FINANCING ACTIVITIES	31.538	26.110
Impact of exchange rate changes	(98)	250
CALCULATED CHANGE IN CASH	9.901	(7.145)
Active cash flow accounts	64.948	71.336
Passive cash flow accounts	(1.959)	(1.203)
Net cash at beginning of the period	62.989	70.133
Active cash flow accounts	75.724	64.948
Passive cash flow accounts	(2.835)	(1.959)
Net cash at the end of the period	72.889	62.989
CHANGE IN NET CASH	9.900	(7.145)

The related notes are an integral part of the consolidated financial statements.

5 Variation in consolidated shareholders' equity

In thousand euros	Share capital	Additional paid-in Capital	Net income for the period	Foreign currency translation reserves	Reserves tied to other comprehensive income
Equity 30/04/2021	1.954	193.437	(4.050)	77	(1.394)
Net income for the period	-	-	(2.737)	-	-
Currency translation	-	-	-	159	-
Variable fair value of hedging instruments	-	-	-	-	8.437
Impact of retirement provisions valuation in equity	-	-	-	-	3.100
Total comprehensive income	-	-	(2.737)	159	11.537
Income allocation	-	-	4.050	-	-
Dividend distribution	-	-		-	-
Scope movement	-	-	-		-
Derivative financial assets	-	-	-	-	(198)
Other variations	4	(4)	-	-	-
Equity 30/04/2022	1.958	193.433	(2.737)	236	10.144
Net income for the period	-	-	15.878	-	-
Currency translation	-	-	-	(62)	-
Variable fair value of hedging instruments	-	-	-	-	6.198
Impact of retirement provisions valuation in equity	-	-	-	-	3.767
Total comprehensive income	-	-	15.878	(62)	9.965
Income allocation	-	-	2.737	-	-
Dividend distribution	-	-	-	-	-
Scope movement	-	-	-	-	-
Other variations	1	112	-	-	-
Equity 30/04/2023	1.959	193.546	15.878	174	20.109

In thousand euros	Consolidated Reserve	Equity - Group part	Non-controlling interests	TOTAL
Equity 30/04/2021	(331)	189.694	7.838	197.533
Net income for the period	-	(2.737)	85	(2.652)
Currency translation	-	159	3	163
Variable fair value of hedging instruments	-	8.437	352	8.789
Impact of retirement provisions valuation in equity	-	3.100	128	3.228
Total comprehensive income	-	8.960	568	9.528
Income allocation	(4.050)	-	-	-
Dividend distribution	-	-	(181)	(181)
Scope movement	(151)	(151)	15	(135)
Derivative financial assets	198	-	-	-
Other variations	4	4	1	5
Equity 30/04/2022	(4.527)	198.507	8.242	206.750
Net income for the period	-	15.878	699	16.577
Currency translation	-	(62)	(3)	(66)
Variable fair value of hedging instruments	-	6.198	258	6.456
Impact of retirement provisions valuation in equity	-	3.767	157	3.924
Total comprehensive income	-	25.781	1.111	26.891
Income allocation	(2.737)	-	-	-
Dividend distribution	-	-	-	-
Scope movement	(349)	(349)	(75)	(423)
Other variations	(61)	53	(149)	(96)
Equity 30/04/2023	(7.673)	223.992	9.129	233.122

The related notes are an integral part of the consolidated financial statements.

6 The consolidation financial statements reporting

Group presentation

TSG group is the world leader in equipment and technical services sold to public and private energy distribution networks. The Group is currently present in 30 countries in Europe and Africa, it represents 5603 employees. (source : headcount as of April-23).

TSG's headquarters is located at the business center of La Boursidière, BP 121, 92350 Le Plessis Robinson.

The Group is a European leader in technical services for responsible mobility solutions, providing to customers a wide range of related products and services supporting them in accelerating the energy transition. Today, the Group possess a recognized know-how in all types of energy, from fossil fuels to electricity, passing by LPG, LNG, CNG and H2 gas. TSG group has also a key position in large number of business sectors:

•	Sales and distribution of a wide range of products and systems relative to service station, private fleets and e-car charging station
•	Installation, starting, maintenance and repair all their products and equipment
•	Compliance tests and security check
•	Works and project management of turnkey projects

Highlights for the financial period

- Operations on the consolidation scope

There are a large number of scope variations during the period. The details of them can be found in note 2 and as follow :

•	Acquisition in July 2022 of 100% of the company G.T.C. Technics Srl ("GTC"), located in Belgium. GTC is an expert in the installation, maintenance and repair of industrial gas infrastructures (propane, butane, LNG and LPG) including cryogenics, for service stations, industrial sites and factories. They also operate in the storage and renovation of gas tanks, installation and renovation of small bulk goods.
•	Acquisition in June 2022 of 100% of the company HEMAG SA, located in Spain. HEMAG has over 40 years of experience in the engineering, installation and maintenance of electrical infrastructures, offering highquality and professional solutions. With its national network of 160 engineers and technicians, HEMAG is becoming one of the leading players in the installation of charging stations for electric vehicles in Spain.
•	Acquisition in July 2022 of 100% of the company EBC Lambert Srl ("EBC") located in Belgium. EBC is an electrical installation company active in the design, construction and maintenance of various electrical installations for mobility poles, tertiary customers such as airports and industrial companies.
•	Acquisition in July 2022 of 100% of the company VEBE Elektrotechniek B.V. ("VEBE"), located in the Netherlands. VEBE is one of the leading Dutch electrical installation companies specializing in charging stations for electric vehicles. The company covers the entire country, from design to installation and maintenance.
•	Acquisition in September 2022 of 100% of the company Ranzato Impianti Srl, which itself owns 100% of ED Impianti Costruzioni Tecnologiche S.r.l. ("ED Impianti"), both located in Italy. These companies provide design, installation and maintenance services for electrical, thermal-hydraulic and energy efficiency projects.
•	Acquisition in November 2022 of 100% of the company ELEKTROTECHNIK WERNER STUHR GMBH («Werner Stuhr»), located in Germany. Werner Stuhr specializes in various electrical installations, from engineering to traditional electrical installations, with a strong expertise in e-mobility.
•	Acquisition in December 2022 of 100% of the company A. Winther El-Installation ApS ("Winther"), located in Denmark. Winther is a specialist in electrical installation and maintenance. During the period, Winther was absorbed by TSG E.L A/S.
•	Additional acquisition in January 2023 of 6% of the company DRB UK Maintenance Ltd from the minority shareholder, leading to 100% ownership.
•	Acquisition in January 2023 of 100% of the company Nordic Gas Solutions AB, based in Sweden. The latter holds 100% of Nordic Gas Solutions OÜ, based in Estonia. Nordic Gas Solutions AB is known as an expert in the design, assembly, installation and maintenance of high-quality natural gas and biogas infrastructures. The company plays an important role in the development of carbon-free solutions for the bus and heavy transport sector.

- Transition of Croatian entities to the euro

As part of Croatia's recent transition to the Euro, two companies within the group have converted their accounts from Croatian kuna to the Euro.

TSG Croatia doo and SITIM tehnička rješenja i servisi d.o.o. carried out this conversion in accordance with the applicable regulations.

- Drawdown of available RCF facility

During the period, the Group drew fifty-one million (51,000,000) euros from its available revolving credit facility (RCF) to finance its external growth operations.

Note 1 - Accounting principles

1.1. Consolidated financial statement preparation

The consolidated financial statement, also all the table presented in this report, are prepared in thousands of euro, unless otherwise specified. The euro is the principal currency used in the TSG Solution Group.

In compliance with IFRS standard, this Group's consolidated financial statement is based on historical cost except the derivative financial instruments which evaluated by fair-value.

On April 30, 2023, the group's consolidated financial statements are stopped by the chairman of the Company on July 21, 2023. They will be submitted for an approval by the shareholders' meeting under the conditions described in the articles' association.

1.2. Accounting compliance and normative evolution

The consolidated financial statement on April 30, 2023 is established under the international accounting standard edited by the IASB (International Accounting Standards Board), it is also adopted by the European Union for all financial exercises opened on 1st May 2022 (publish in the Official Journal of the European Union). Theses international accounting standards is included in IFRS (International Financial Reporting Standards), IAS (International Accounting Standards), also, its interpretations emanated from interpretation permanent committee (Standing Interpretations Standards - SIC) and the interpretation committee of International Financial Reporting Standard Interpretations Committee - IFRS IC).

It is important to recognize that the Group does not apply the article IFRS 8 and IAS 33 in case of cash. This is not compulsory for the non-listed company in the regulated markets.

The standards and its interpretations were adopted by the IASB and the IFRS IC, not yet by the European Union for all accounting exercises opened before 1st May 2022, not anticipated application allows.

- New standards and interpretations

New standards, amendments to standards, and interpretations of standards in force within the European Union on 1 ^st May 2022

The standards and amendments below do not have a significantly effect on the consolidated account of the group :

•	Amendments to IAS 16 "Property, Plant and Equipment - Earning before intended use"
•	Amendments to IAS 37 "Onerous Contracts - Cost of fulfilling a contract"
•	Amendments to IFRS 3 "Reference to Conceptual Framework"
•	Amendments to IFRS 16 "Covid-19-Related Rent Concessions beyond June 30, 2021"

Annual Improvements to IFRS Standards 2018-2020 :

On May 14, 2020, the IASB published the Annual Improvements to IFRS Standards 2018-2020, which bring about limited-scope amendments to four IFRS Standards. The annual improvements are part of the Board's process for maintaining IFRS Standards and contain interpretations that are minor and of limited scope. The applicable standards for TSG are as follows :

•	IFRS 1 "First-time Adoption of International Financial Reporting Standards"
•	IFRS 9 "Financial Instruments"
•	Illustrative Examples accompanying IFRS 16 "Leases"

New standards, amendments and interpretations published by the IASB not mandatorily applicable as of May 1, 2022 within the European Union

The following standards and interpretations have not been early applied by the Group:

•	Amendment to IAS 1 on the classification of liabilities as current or non-current
•	Amendment of IAS 1 and IFRS Practice Statement 2 - Disclosures of accounting policies
•	Amendment to IAS 8 - Definition of an accounting estimates
•	Amendments to IFRS 10 and IAS 28 "Sale or contribution of assets between an investor and an associate or joint venture" and extension of the effective date of amendments to IFRS 10 and IAS 28

As these standards have not been adopted by the European Union, the Group has not initiated the analysis of potential effects for the Group.

1.3. Method of consolidation

According to IFRS 10, all fully consolidated subsidiaries are controlled by TSG Group. Also, TSG Group holds a control over an entity as soon as the group receives a variable compensation from this entity and it has an influence on this compensation as well. Moreover, TSG Group controls the subsidy if it has rights of control or has an opportunity to lead the main activities or having a major influence on their return of the subsidiary.

Generally, to estimate whether the group has a control, il is compulsory to have more than 50% of voting rights, although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights).

As defined in IAS 28, having a major influence is a power to involve to financial and operating policies' decision of the merged entity, without exercising any exclusive control or jointing to their policies. For those entities, could be adopted by the Equity method. Now, only the company Excelsior has been consolidated using this method.

1.4. Goodwill

The goodwill presented in the consolidated balance sheet, according to IFRS 3, represents the difference between:

•	cost of acquisition, and
•	net amount of identifiable assets acquired and liabilities assumed, measured at fair value at the acquisition date.

When the difference between the counterpart transferred and the fair value of the group's share in the identifiable assets acquired and any identifiable liabilities of the acquired subsidiary is negative, the difference is recognized directly in the income statement.

The potential price supplement is measured at fair value at the acquisition date. It is definitively valued within 12 months of the date of acquisition. The subsequent variation of the price supplement is recognized in profit or loss for the period.

Costs related to business combinations are recognized as expenses when they are incurred.

Any goodwill arising on the acquisition of a foreign entity and any fair value adjustment to the carrying amount of the assets and liabilities arising on the acquisition of that foreign entity are treated like assets and liabilities of that foreign entity and translated into the foreign currency at closing rate.

This account is used to register the differences following an acquisition that the company cannot register for any fixed asset with sufficient precision and reliability without a disproportionate cost.

The group total goodwill increases to 505,6 million of euro on 30 April 2023. It is explained by a business combination occurred on 30 September 2020. On this operation, TSG group has always been interviewed about the identification and the measurement of acquired assets and liabilities.

According to IAS 36, goodwill is subject to the annual impairment test. This impairment is accounted when test result could identify loss in value, at the same point of the difference between net accounting amount and recoverable amount if this amount is less.

On 30 April 2023, no loss in value of goodwill was identified.

1.5. Intangible fixed assets

In accordance with IAS 38, intangible fixed assets are accounted when it meets all criteria: identifiability (being separable from the entity and/or arises contractual or legal rights), controlled by the entity owner, and give future economic benefits.

Intangible fixed assets within this group are mainly incorporated by software created by the company and the licenses and the certificates. These certificates are accounted at acquisition cost and linearly depreciate for 3-5 years.

This intangible fixed assets' value is subject to the impairment test when some specified events occurred (strategies' change, the market's change). This impairment is accounted as expense for the period.

1.6. Research and development

Costs related to all activities of research are accounted as expense of accounting year, to the item called « research and development expenses » in the period when it is incurred.

Software development projects are accounted to "intangible fixed assets" whether this cost meets all 6 criteria mentioned in IAS 38. Otherwise, these costs are accounted as expense to accounting period.

When it is capitalized, then considered as "intangible fixed assets", these expenses are amortized over three years by straight-line method, except the development expense for the LOGMaster project (in expense of company ProFleet) which adopted 10 years straight-line depreciation method.

1.7. Property, Plant and Equipment

Property, Plant and Equipment are accounted at acquisition cost or production cost and adopts straight-line depreciation with an intended duration of use that specified in IAS 16.

The duration of use is within range below:

Intangible assets	Duration
Buildings	25 to 35 years
Building fixtures	10 to 20 years
Fixtures	10 years
Specialized machine and equipment	15 to 20 years
Industrial plant and equipment	3 to 10 years
Office equipment	3 to 10 years
Vehicles	3 to 5 years
Trucks	5 to 10 years
Computer equipment	3 to 5 years

Maintenance and repair cost of tangible fixed assets are accounted to expense of accounting exercise in the period when it is incurred, except those that increase service life of assets, that being capitalized.

The leased tangible capital asset in the context of finance lease contract, is accounted as tangible fixed asset and amortized by the previously mentioned conditions.

The impairment is accounted in the income statement, whether the asset's carrying amount is more than the recoverable amount. This recoverable amount is the higher amount between the net sale value and the asset's value in use. This value in use is the present value of estimated future cash flows from continuing use of asset, increases, when necessary, of its output value at the end of its estimated useful life.

1.8. Inventories

In accordance with IAS 2, the inventories are measured at the lower value between the production cost and the realization value:

•	Production cost includes all costs involving in the calculation of the gross profit margin,
•	The realization value is an estimated sales price.

Provisions will be accounted if inventory became obsolescent or have a slow moving. This impairment is the difference between production cost and the best estimated realizable value, that based on market conditions.

1.9. Conversion of financial statements from foreign companies

The group consolidated account is converted into euros which is the present currency of the group.

The general principal of the account conversion of a foreign entity is referenced by IAS 21. According to this standard, balance sheet of foreign entity is converted into the euro at the closing rates. P&L statement and cash-flows are converted at the average rate (the average is calculated at the end of each month, source: European central bank)

The resulting differences arising on translation of the financial statements of foreign companies are recorded in a specific line of shareholders' equity: Currency conversion difference.

1.10. Deferred Tax

According to IAS 12, deferred taxes are recorded to the income statement and the balance sheet in order to acknowledge the temporary differences between the values in the accounting and fiscal values for tax purposes of some specifics assets and liabilities.

Deferred taxes are accounted with a balance sheet approach using the carry-forward. Deferred taxes are evaluated considering the tax rate evolution (also the fiscal regulation) which are adopted or nearly adopted at the closing date. The effect of potential variation of tax rate on deferred tax previously recognized in the income statement or in the equity are respectively recorded in the income statement or in the equity during the financial period where it became effective rate.

Deferred taxes are respectively accounted in the income statement or in equity during the financial period, depending if the source elements are registered in the income statement or in equity.

The deferred tax asset is booked whether there are likely to accomplish the taxable profits, allowing the deferred tax to be used. Deferred taxes carrying amount is updated at the closing period. it can be decreased in condition that they are not likely anymore to make taxable profits available, to allow to use all or partly deferred taxes. Inversely, this decrease is being retaken if these taxable profits are available.

The assets of deferred taxes are accounted when profits for next periods are probable, which will make the asset usable. The accounting value of the asset will be reviewed at each closing, and reduced if the estimated next periods profits aren't sufficient. Conversely, such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.

The deferred tax asset and deferred tax liability are compensated if, and only if, the entities have the right for compensate assets payable taxes and liabilities payable taxes and if their income taxes are due to the same authority at the same time.

Regarding the activation of carry-forward deficit, it takes into consideration the uncertainties related to the Group activities and considering a horizon of expected taxable earnings which does not exceed a 3-year period.

1.11. Revenue recognition

IFRS 15 recognizes a single model of income accounting and a unique criteria guideline about all business lines and without difference between products sales and services sales. TSG main activities are organized around the following products lines:

•	Retail : Dispensers (fuel dispensers), Systems (integrated payment terminals to distributors, cash registers, data transmission and management, transmission of information, transmission of bank information) and other products (gauges, tanks, etc.) to petrol stations
•	Fleet : Dispensers, Systems and other products for private vehicle fleets. TSG allows fleet managers to distribute traditional fuels (Diesel, RNG and Adblue) to their fleet of vehicles, manage them effectively in compliance with legal obligations as well as move towards greener mobility with responsible energy distribution solutions and site management systems.
•	Car Wash : Vehicle washing equipment. TSG offers high-end professional washing solutions for all types of vehicles, in an exclusive partnership with Kärcher. These customized self-service washing systems are known for their flexibility, designed to adapt to the operational requirements of any site and meet the specific needs of customers. TSG accompanies you throughout your project from A to Z: design, preparatory work, supply, installation, and maintenance of your vehicle washing equipment and peripherals (vacuums, carpet washers, etc.).
•	Electric Vehicle : Electric vehicle chargers. TSG offers a tailor-made charging infrastructure, tailored to the operational requirements and needs of our customers. By providing a wide range of AC and DC charging stations for all types of electric vehicles and integrating them into sustainable and scalable solutions on your site, you get a complete turnkey solution for today and tomorrow. Our core business is to provide our customers with solutions related to energy and responsible mobility. TSG also has a dedicated solar service, offering the supply, installation and maintenance of photovoltaic plants throughout the territory.
•	Gas : TSG provides alternative solutions for CNG, LNG, LPG, biogas and hydrogen refueling. Through trusted industrial partners for the supply of equipment, we offer key solutions for your project.
•	FBM (Facility and Buildings Management) : FBM can be defined as the tools and services that support the functionality, safety and sustainability of buildings, land, infrastructure and real estate. TSG provides more and more services around the forecourt/ fuel distribution area (Facility management, repairs & small works, Amazon locker, plumbing, Heating, ventilation and air conditioning, etc.). For each of these product lines, the TSG Group markets equipment and spare parts, provides maintenance, maintenance and repair services 24/7 and provides project management for all types of projects (installation of equipment, turnkey solutions for construction, extension or renovation of stations, etc.)

According to IFRS 15, revenues are recognized only if it is probable that the associated economic advantages will be beneficial to the Group and estimated reliably. The following specific conditions must be met for revenue to be recognized.

The revenues from the equipment sales are recognized at the time of shipment or product installation, depending on the contractual terms.

Telephone assistance sales revenues are recognized when the service has been performed.

Sales revenues and costs on separately priced customer service contracts with lump sum valuation are recognized regarding that:

•	Sales revenue is recognized linearly over the contract period
•	Contract's costs are accounted as expense during the period which it is incurred (incremental direct acquisition costs are not material) and
•	Losses are recognized on contracts when the expected future costs exceed future revenue, and it will be immediately accounted as expense

Customer service agreements include service and maintenance agreements and extended warranty agreements for fuel pumps and point of sale system hardware and software.

Revenues on long-term construction contracts are recognized based on the contract completion stage at the closing period. This is assessed by reference to the costs incurred to date as a percentage of the total estimated cost for each contract. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. When the contract outcome cannot be measured reliably, revenue is recognized only to the extent of the expenses incurred and likely to be recovered.

Sales of point-of-sale software and systems, which are dependent on the software, are recognized at the time of delivery, as the Group has no significant future commitments under the terms of the sales agreements.

1.12. Provisions

In accordance with IAS 37, provisions are recognized when the Group has a present obligation (legal or contractual) as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation, so this provision should be accounted.

1.13. Product warranty costs

Anticipated product warranty costs are provided for at the time of the sale. Although the Group has extensive product quality programs and processes, by monitoring and assessment of component suppliers, TSG warranty obligations are affected by product failure rates, material and service delivery costs incurred in correcting a product failure.

This difference between real elements and the estimation relative the product warranty, is adjusting during the upcoming period. This adjustment is registered into the income statement in subsequent periods.

1.14. Advertising and marketing

Costs associated with advertising and product marketing are expensed in the period incurred.

1.15. Trade receivables

Trade receivables, which generally are on 30 to 60-day terms, are recorded at face value less, where applicable, a provision for bad and doubtful debts if the customer concerned is thought to present a settlement risk.

1.16. Government grants

According to IAS 20, Government grants are recognized at their fair value where there is a reasonable assurance that the grant will be received and all related conditions will be complied with. When the grant relates to an expense item, it is recognized as income netted to linked expenses over the periods necessary to match the grant on a systematic basis to the costs that it is intended to offset.

1.17. Cash flow statements

Conforming to IAS 7, The group applies the indirect method to present a Cash-flow statement coming from operating activities.

The cash-flow is composed by these elements: net cash and cash equivalents comprise cash, available bank balances and short-term (less than three months to run and maturing in under 90 days) investments less bank overdrafts. Investments that do not meet these criteria or that cannot be demonstrated as respecting these criteria are presented on a different line.

1.18. Post-retirement benefits and job engagement

In compliance with the IAS 19 revised accounting standard, post-retirement benefits are provided for on the basis of actuarial calculations.

Inherent in these calculations are key assumptions as to discount rates, changes in interest rates and changes in the vested rights of the employees concerned.

Any impact from changes in actuarial assumptions is accounted for as follows:

•	The cost of providing benefits under the defined benefit plans is determined using the projected unit credit method. Actuarial gains and losses are recognized in full in the period in which they occur in other comprehensive income. Such actuarial gains and losses are also immediately recognized in retained earnings and are not reclassified to profit or loss in subsequent periods.
•	Unvested past service costs are recognized as an expense on a straight-line basis over the average period until the benefits become vested. Past service costs are recognized immediately if the benefits have already vested immediately following the introduction of, or changes to, a pension plan.

The defined benefit asset or liability comprises the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less unrecognized past service costs and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to the Group. Fair value is based on market price information and published bid price in case of quoted securities. These one is registered at the fair value and a lack of fair value of plan assets comparing with bonds' actuarial value, is provisioned. Surplus assets are booked into the balance sheet only in case of there is any future economic benefits available for the group.

1.19. Leases

Lease contract, conforming to IFRS 16, is accounted to balance sheet, with the following elements:

•	Debt on payment obligations.
•	An asset related the leased right-of-use asset during the lease term.

The group chosen to use suggested exemption by the norm on these contracts:

•	Less than 12 months contracts.
•	Assets lease contracts which have an individual value less than 5,000 dollars, except for vehicles.

- Evaluation of asset's right of use

At the effective date of lease contract, the right-of-use is calculated on its price and comprises:

•	The original amount of debt, which is added, if possible, of advanced payment to the lessor, at net value, and if necessary, all advantages received from the lessor.
•	If necessary, the direct original costs to conclude a contract by the buyer. There is marginal cost that would never be engaged if the contract is not concluded.
•	The estimated cost of restoration or dismantlement of the leased asset depends on term of contract. At the same date of initial accounting time of right-of-use, the buyer adds the present-time amount of these expenses into cost, in counterpart of a liability or restitution provision.

Right-of-use is amortized on the same duration of the underlying asset, which is the same term of lease contract.

- Evaluation of rent debt

At the effect date of contract, rent debt is accounted at present value with the same duration of contract. The amounts recognizes as a rent into the debt evaluation are :

•	The fixed rent (included the substantial fixed rents, that means, even if it includes volatility in form, there still considered an essential unavoidable)
•	The variable rent bases on a rate or an index by using the rate or the index at the effective date of contract
•	Payment due by the lessee in case of a residual value warranty
•	Penalty is payable in case of use of a termination or non-renewal option in the contract, if the contract duration is determined with the hypothesis that the lessee will use it

The lease term is the non-terminable period of each contract unless the Group is reasonably certain to exercise the contractually provided renewal or termination options.

Debt evolution related to lease contract is :

•	It increases of interest expense by applying the present rate at the opening period
•	It decreases of paid amounts

Interest expense for the period and variable payment, not considered in the initial debt, at the current period, are accounted as expense.

Furthermore, this debt could be re-estimated in the following situations :

•	Change of lease duration
•	Modification related to the evaluation of the probability to use or not use an option
•	Re-estimation related to the residual value warranty
•	Review of the rates or indexes used for the rents if there is any adjustment

Note 2 - Change in consolidation scope

All change perimeters during this period are the following:

•	Acquisition in July 2022 of 100% of the company G.T.C. Technics Srl by TSG Northern Europe Holding BV
•	Acquisition in June 2022 of 100% of the company HEMAG SA by Tokheim Koppens Iberica SA
•	Acquisition in July 2022 of 100% of the company EBC Lambert Srl by TSG Northern Europe Holding BV
•	Acquisition in July 2022 de 100% of the company VEBE Elektrotechniek B.V. by TSG Northern Europe Holding BV
•	Acquisition in September 2022 of 100% of the company Ranzato Impianti Srl which itself owns 100% of the entity ED Impianti Costruzioni Tecnologiche Srl. by TSG Southeastern Europe Holding Srl
•	Acquisition in November 2022 of 100% of the company ELEKTROTECHNIK Werner Stuhr by TSG Eastern Europe Holding GmbH
•	Acquisition in December 2022 of 100% of the company Winther El-installation ApS by TSG Northern Europe Holding BV. Winther El-Installation ApS has been merged by TSG EL A/S on March 31, 2022. The merger is retroactive to January 1, 2023
•	Additional acquisition in January 2023 of 6% of the company DRB UK Maintenance Ltd by TSG Solutions UK Ltd
•	Acquisition in January 2023 of 100% of the company Nordic Gas Solutions AB, which itself owns 100% of Nordic Gas Solutions OU, by TSG Northern Europe Holding BV
•	Merger and absorption of the company Ryomgard El Aps (acquired in October 2021) by MB El Service ApS (also renamed TSG EL A/S.) in July 2022. On an accounting and tax basis, the merger is effective May 1, 2022
•	Merger and absorption of the company Simbiosorbis Lda by its subsidiary Gasodata - Equipamento para Combustíveis e Eletrónica LDA in August 2022. On an accounting and tax basis, the merger is effective May 1, 2022
•	Merger and absorption of the company Gasosoft - Comércio de Equipamento Informático LDA par Gasodata - Equipamento para Combustíveis e Eletrónica LDA in November 2022. On an accounting and tax basis, the merger is effective May 1, 2022

Note 3 - Other intangible assets

In thousand euros	30/04/2022	Increase	Decrease
Patents, licenses, trademarks and contracts	125	1	(1)
Engineering	724	342	(23)
Software	200	403	-
Other intangible fixed assets	79.267	14	-
Intangible assets in progress	0	74	-
Total gross book value	80.316	834	(24)

In thousand euros	Reclassification	Scope movement	Fx difference	30/04/2023
Patents, licenses, trademarks and contracts	24	(0)	1	150
Engineering	35	172	-	1.251
Software	306	84	(10)	983
Other intangible fixed assets	48	2	(12)	79.319
Intangible assets in progress	(19)	-	-	55
Total gross book value	394	258	(21)	81.758

In thousand euros	30/04/2022	Amortization	Disposal
Amortization of patents, licenses, trademarks and contracts	(108)	(5)	1
Amortization of engineering	(8)	(109)	23
Amortization of software	(25)	(259)	-
Amortization of other intangible fixed assets	(14.232)	(6.790)	-
Amortization of intangible assets in progress	-	-	-
Total amortization and provisions	(14.372)	(7.163)	24
Total net carrying value	65.944

In thousand euros	Reclassification	Scope movement	Fx difference	30/04/2023
Amortization of patents, licenses, trademarks and contracts	(24)	-	(1)	(137)
Amortization of engineering	(35)	-	-	(128)
Amortization of software	-	-	4	(280)
Amortization of other intangible fixed assets	(48)	-	0	(21.070)
Amortization of intangible assets in progress	-	-	-	-
Total amortization and provisions	(107)	-	3	(21.615)
Total net carrying value				60.143

Note 4 - Property, Plant and Equipment

In thousand euros	30/04/2022	Increase	Decrease
Land and land Improvements	1.642	-	(48)
Buildings and buildings Improvements	5.320	666	(288)
Buildings and buildings Improvements - Right of use	44.894	9.300	(852)
Machinery and equipment	5.117	2.052	(704)
Machinery and equipment - Right of use	475	269	-
Furniture and fixtures	2.422	814	(410)
Autos & trucks	13.584	2.040	(5.107)
Autos & trucks - Right of use	50.527	13.624	(1.219)
Software for internal business	1.872	304	(300)
Computers	2.056	893	(188)
Other tangible assets	139	25	(75)
Construction in progress	78	405	(66)
Prepayments on tangible assets	7	2	(2)
Total gross book value	128.133	30.393	(9.260)

In thousand euros	Reclassification	Scope movement	Fx difference	30/04/2023
Land and land Improvements	1	-	0	1.595
Buildings and buildings Improvements	585	234	(3)	6.513
Buildings and buildings Improvements - Right of use	(50)	3,076	(192)	56.174
Machinery and equipment	1.089	4.509	(29)	12.034
Machinery and equipment - Right of use	22	-	1	767
Furniture and fixtures	696	302	(12)	3.812
Autos & trucks	3.580	1.158	8	15.263
Autos & trucks - Right of use	(2.079)	583	(125)	61.312
Software for internal business	(7)	1	(5)	1.865
Computers	166	117	(37)	3.007
Other tangible assets	-	-	1	89
Construction in progress	(21)	(0)	1	397
Prepayments on tangible assets	(6)	2	0	3
Total gross book value	3.975	9.981	(392)	162.829

In thousand euros	30/04/2022	Amortization	Disposal
Amortization buildings and buildings improvements	(861)	(642)	106
Amortization buildings and buildings Improvements - Right of use	(16.392)	(7.273)	485
Amortization machinery and equipment	(1.731)	(1.536)	680
Amortization machinery and equipment - Right od use	(192)	(164)	-
Amortization furniture and fixtures	(418)	(679)	396
Amortization autos & trucks	(5.134)	(3.700)	4.298
Amortization autos & trucks - Right of use	(33.544)	(8.385)	1.096
Amortization software for internal business	(570)	(399)	291
Amortization computers	(773)	(728)	186
Amortization other tangible assets	(51)	(38)	75
Depreciation land and land improvements	-	-	-
Total amortization and provisions	(59.666)	(23.543)	7.614
Total net carrying value	68.466

In thousand euros	Reclassification	Scope movement	Fx difference	30/04/2023
Amortization buildings and buildings improvements	(581)	-	1	(1.977)
Amortization buildings and buildings Improvements - Right of use	50	-	84	(23.045)
Amortization machinery and equipment	(1.048)	-	10	(3.625)
Amortization machinery and equipment - Right od use	(17)	-	(0)	(373)
Amortization furniture and fixtures	(684)	-	4	(1.380)
Amortization autos & trucks	(3.212)	-	(9)	(7.757)
Amortization autos & trucks - Right of use	1.714	-	72	(39.046)
Amortization software for internal business	(280)	-	1	(957)
Amortization computers	(172)	-	15	(1.471)
Amortization other tangible assets	-	-	0	(14)
Depreciation land and land improvements	(1)	-	-	(1)
Total amortization and provisions	(4.230)	-	179	(79.646)
Total net carrying value				83.183

Note 5 - Financial assets

5.1 Valuation of non-consolidated companies

In thousand euros	Gross value of equity interest	Depreciation	Net value of equity interest
Mastoras bvba	2		2
Fenie energia	20		20
TOTAL	22	-	22

5.2 Equity method consolidated companies

The Group holds one company (Excelsior at 20%) which is integrated using equity method. Its earning share and equity share is presented as below :

Entity	Equity 30/04/2023	% ownership	Equity % ownership 30/04/2023
Exelsior	2.343	20%	468
TOTAL	2.343		468

5.3 Other financial assets

In thousand euros	30/04/2022	Increase	Decrease	Reclassification	Scope movement
Deposits	1.636	579	(331)	-	73
Valuation of financial instruments (gain)	13.380	1.393	(147)	8.608	-
Other financial assets	1.103	191	(209)	-	77
Total gross book value	16.12	2.164	(687)	8.608	150
Provision for deposits and guarantees paid	(19)	-	-	-	-
Provisions against long-term investments	(12)	-	-	-	-
Total provisions	(32)	-	-	-	-
Total net book value	16.088

In thousand euros	Fx difference	30/04/2023
Deposits	17	1.975
Valuation of financial instruments (gain)	-	23.235
Other financial assets	3	1.165
Total gross book value	20	26.375
Provision for deposits and guarantees paid	1	(18)
Provisions against long-term investments	-	(12)
Total provisions	1	(31)
Total net book value		26.344

Note 6 - Inventories

In thousand euros	Gross value 30/04/2022	Provisions	Net value 30/04/2022
Raw materials and supplies	2.185	(185)	1.999
Work in progress	895	-	895
Spare parts - Distribution network	39,976	(13.119)	26.857
Finished goods	22.774	(1.526)	21.248
Total inventories	65.829	(14.830)	50.999

In thousand euros	Gross value 30/04/2023	Provisions	Net value 30/04/2023
Raw materials and supplies	4.710	(553)	4.157
Work in progress	2.508	-	2.508
Spare parts - Distribution network	40.793	(12.724)	28.069
Finished goods	26.777	(1.423)	25.354
Total inventories	74.788	(14.700)	60.088

Note 7 - Trade receivables

In thousand euros	Gross value 30/04/2022	Provisions	Net value 30/04/2022
Total receivables	190.844	(7.568)	183.276

In thousand euros	Gross value 30/04/2023	Provisions	Net value 30/04/2023
Total receivables	241.517	(8.619)	232.898

All the above receivables had an initial term of less than one year.

The table below shows, as of April 30, 2023 and by major line of business, the Group's exposure to client risk:

In thousand euros	30/04/2023	Current	1 to 90 days past due	91 to120 days past due	+121 days past due
Total receivables	241.517	185.003	39.711	3.686	13.117
In percentage	100%	77%	16%	2%	5%

In percentage of total trade	1 to 90 days past due	91 to120 days past due	+121 days past due
Major oils and hypermarkets	8,5%	0,6%	0,8%
Distributors	0,3%	0,0%	0,0%
Independents and commercials	7,6%	0,9%	4,6%

Note 8 - Other current assets

In thousand euros	30/04/2023	30/04/2022
Recoverable VAT	16.516	12.516
Other operating receivables	2.485	425
Other receivables ⁽¹⁾	15.015	10.042
Other current assets	34.015	22.983

⁽¹⁾ Other current assets are essentially composed of debit trade payables and accruals.

All the above receivables had an initial term of less than one year.

Note 9 - Cash and cash equivalent

In thousand euros	30/04/2023	30/04/2022
Cash at bank	67.628	59.833
Petty cash	232	92
In Transit	745	193
Certificates of deposit	1.310	1.000
Investment securities (gross value)	425	425
Cash factoring	5.384	3.405
Total cash and cash equivalents	75.724	64.948

Note 10 - Equity

TSG Solutions Group SAS is the mother company with capital stock of 1,959,113.54 euros composed with 195,391,135 million shares (unit value of 1 cent of euro) fully paid.

The conversion reserve is equal to 174 thousand of euro on 30 April 2023.

The currency rate for all foreign entities composes on 30 April 2023 :

Devise	Closing rate	Average rate	Opening rate
GBP (Great Britain)	1,13572	1,15128	1,19178
CHF (Switzerland)	1,01636	1,01049	0,97761
DKK (Denmark)	0,13416	0,13438	0,13438
PLN (Poland)	0,21827	0,21310	0,21377
XOF (CFA Africa)	0,00153	0,00153	0,00152
TND (Tunisia)	0,29828	0,30576	0,31169
MAD (Morocco)	0,09123	0,09310	0,09606
BGN (Bulgaria)	0,51130	0,51130	0,51130
RON (Romania)	0,20284	0,20291	0,20211
CZK (Czech republic)	0,04255	0,04132	0,04064
ZAR (South Africa)	0,04961	0,05529	0,06007
NOK (Norway)	0,08481	0,09449	0,10254
HKR (Croatia)	N/A	N/A	0,13216
SEK (Sweden)	0,08809	0,09145	0,09713

Note 11 - Provisions

In thousand euros	30/04/2022	Amortization	Disposal	Reclassification
Provisions for litigation	5.157	293	(1.036)	(6)
Provisions for product warranties	10.798	1.016	(2.622)	62
Other provisions for contingencies	3.118	124	(809)	(53)
Total provisions for contingencies	19.072	1.434	(4.466)	2
Provisions for retirement benefit ⁽¹⁾	21.428	407	(187)	-
Other provisions for losses (2)	6.024	279	(2.413)	-
Total provisions for losses	27.452	686	(2.600)	-
⁽²⁾ including restructuration provisions	381	191	(217)	-

In thousand euros	OCI variation	Scope movement	Fx difference	30/04/2023
Provisions for litigation	-	65	11	4.484
Provisions for product warranties	-	242	(23)	9.473
Other provisions for contingencies	-	-	(10)	2.369
Total provisions for contingencies	-	307	(22)	16.326
Provisions for retirement benefit ⁽¹⁾	(3.928)	1.880	9	19.611
Other provisions for losses (2)	-	-	10	3.900
Total provisions for losses	(3.928)	1.880	19	23.510
⁽²⁾ including restructuration provisions	-	-	(2)	353

⁽¹⁾ With regard to the provisions for pensions and retirements, an actuarial calculation is performed by actuaries at each annual closing.

See below the details for the provision in France and Germany (74% of total provision)

In thousand euros	30/04/2023	30/04/2022
Net periodic benefit cost to be recognized in income
Current service cost	712	889
Net interest cost	323	163
Interest cost on defined benefit obligation	323	163
Actuarial gain and losses	-166	-129
Costs of the period	869	924
Development of defined benefit obligation
Define benefit obligation at opening	18.828	22.001
Current service cost	712	889
Net interest cost	323	163
Re-measurement of financial assumptions	-4.090	-3.324
Actual benefit payments	-803	-901
Define benefit obligation at closing	14.971	18.828
Financial reconciliation
Actuarial liabilities	14.971	18.828
Fair value of assets	-252	-295
(Deficit) / gain at closing	14,719	18.533
Provision	14.719	18.533

The main assumptions used for the retirement provision (France and Germany) are detailed as follow:

Hypothesis - France	30/04/2023	30/04/2022
Retirement age	63/66	63/65
Discount rate	3,70%	1,75%
Mortality table	TH/TF 2016-2018	TH/TF 2015-2017
Inflation rate	2,10%	2,00%
Salary adjustment rate	2,60%	2,50%

Hypothesis - Germany	30/04/2023	30/04/2022
Retirement age	63/65	63/65
Discount rate	3,60% to 3,70%	1,55% to 1,75%
Mortality table	K Heubeck RT 2018 G	K Heubeck RT 2018 G
Inflation rate	2,20% a 2,50%	2,00%
Salary adjustment rate	2,20% a 2,50%	2,00%

Note 12 - Interest-bearing loans and other borrowings

- Movements:

In thousand euros	30/04/2022	Non cash flows
		Variation	Fx difference	Other Variation	Reclassification
Long term debt (1)	313.634	-	-	1.191	-
Lease debt	43.693	23.192	(159)	5.428	-
Hedging instruments	1.936	1.393	-	-	-
Earn-out debt	7.654	-	(5)	(466)	-
Put on minority interests debt	152	(147)	(5)	-	-
Overdrafts and short term credit	1.959	-	-	-	-
Interest-bearing loans and borrowings	369.029	24.438	(169)	6.153	-

In thousand euros	Cash flows Variation	30/04/2023	Current	Non current

Long term debt (1)	50.015	364.840	10.000	354.840
Lease debt	(16.863)	55.291	18.768	36.523
Hedging instruments	(147)	3.183	113	3.070
Earn-out debt	8.203	15.387	6.692	8.695
Put on minority interests debt	-	-	-	-
Overdrafts and short term credit	876	2.835	2.835	-
Interest-bearing loans and borrowings	42.084	441.536	38.407	403.12

- Maturities:

In thousand euros	30/04/2023	< 1 year	1 - 5 year	> 5 year
IFRS 16 - Buildings	31.985	7.309	22.503	2.172
IFRS 16 - Vehicles, Machinery & equipment	23.306	11.459	11.451	397
Other long term loan	364.840	10.000		354.840
Total debt	420.131	28.768	33.954	357.409
Hedging instruments	3,183	113	3.070	-
Earn-out debt	15.387	6.692	8.695	-
Other non current debt	18.570	6.805	11.765	-
Overdrafts and short term credit	2.835	2.835	-	-
Overdrafts	1.046	1,046	-	-
Short term credit	1.790	1.790	-	-
Total overdrafts & short-term credit	2.835	2.835	-	-

- Interest rates and currencies:

In thousand euros	30/04/2023	Euro	Others	Fixed rate	Floating rate
IFRS 16 - Buildings	31.985	26.431	5.554	31.985	-
IFRS 16 - Vehicles, Machinery & equipment	23.306	19.536	3.771	22.273	1.033
Other long term loan	364.840	364.840	-	-	364.840
Total debt	420.131	410.806	9.325	54.258	365.874
Hedging instruments	3.183	3.183	-	-	3.183
Earn-out debt	15.387	15.046	341	15.387	-
Put on minority interests debt	-	-	-	-	-
Other non current debt	18.570	18.229	341	15.387	3.183
Overdrafts and short term credit	2.835	2.454	381	2.835	-
Total overdrafts	2.835	2.454	381	2.835	-

Note 13 - Advance billing and prepayment

In thousand euros	30/04/2023	30/04/2022
Accrued deferred revenue	88.923	74.039
Prepayments received from customers	14.136	16.156
Prepayments and deferred revenues	103.059	90.195

Note 14 - Other current liabilities

In thousand euros	30/04/2023	30/04/2022
Social security liabilities	52.030	43.223
VAT debt	24.475	17.236
Other taxes and duties	1.521	1.857
Operating debt	11.569	12.705
Including factor debt	1.474	2.404
Dividends payable	4	3
Total other liabilities and accruals	89.599	75.024

Note 15 - Other operating income and expense, recurring elements

15.1 Other income and expenses, non-recurring elements

In thousand euros	30/04/2023	30/04/2022
Acquisition costs on investments	(3.780)	(2.111)
Non-recurring element	(1.161)	(3.350)
Including goodwill depreciation	-	-
Other products and expenses	(146)	(283)
Total	(5.087)	(5.826)

The majority of acquisition costs (€-3.8 million) are mainly located in Italy, Germany, Spain, and Northern Europe.

15.2 Other elements not in EBITDA

The EBITDA presented in the group's accounts excludes the non-recurring and non-current items below :

In thousand euros	30/04/2023	30/04/2022
Acquisition costs (external growth)	3.780	2.111
Restructuring expenses	1.787	1.588
Non-recurring element	1.161	3.350
Unrealised fx difference on intercompany balance sheet account	738	236
Others	(157)	353
Total	7.309	7.639

Note 16 - Income tax and deferred tax

The tax rates used in countries where a deferred tax is recognized on the balance sheet are as follows:

Tax rates	30/04/2023	30/04/2022
France	25,00%	25,00%
Belgium	25,00%	25,00%
Netherlands	25,80%	25,80%
Spain	25,00%	25,00%
Italy	27,90%	27,90%
Switzerland	13,87%	13,87%
Germany	30,65%	30,65%
UK	25,00%	25,00%

Deferred tax breaks down as below (by nature):

In thousand euros	30/04/2023	30/04/2022
Revaluation of services contracts - IFRS 3	(14.447)	(16.120)
Revaluation of fixed assets - IFRS 3	(434)	(453)
Derivative financial assets - IFRS 9	(5.013)	(2.861)
IFRS 16	175	121
Margins on stock	173	172
Regulated reserves	(121)	(102)
Share acquisition fees	1.008	1.426
Temporary differences	10.062	9.086
Stock of deficits available	9.427	10.205
Stock of unrecognized deficits	(8.541)	(9.824)
Limitation deferred tax	(5.871)	(7.225)
Activation deferred tax	5.136	4.889
Net deferred tax	(8.445)	(10.687)
Deferred tax assets in balance sheet	6.550	7.274
Deferred tax liabilities in balance sheet	(14.995)	(17.960)
Net deferred tax in balance sheet	(8.445)	(10.687)

For fiscal period ended on April 30th 2023, the overall tax burden on the companies is -5.872 K€ and is broken down as follows:

•	Deferred tax: + 3 759 K€
•	Current tax liability: - 10.206 K€
•	Fiscal integration profit: - 575 K€

The reconciliation between the group's theoretical taxation and its actual taxation is shown below:

In thousand euros	30/04/2023	30/04/2022
Net income before tax	22.449	3.068
Theoretical tax (25% rate)	(5.612)	(813)
Permanent differences	(153)	(2.279)
Tax credits	63	11
Reportable deficits	(760)	(3.457)
Specificities related to taxation	495	(481)
Specificities related to consolidation	(693)	(696)
Rate differences of Deferred and Corporate Tax	852	2.046
Others	(63)	(50)
Actual tax	(5.872)	(5.720)

On April 30th 2023, fiscal deficits are broken down as follows (in basis):

In thousand euros	30/04/2023	30/04/2022
French companies	5.221	5.221
Other group companies	35.127	43.360
Total deficits	40.347	48.580
Activated deficits	3.928	2.057
Non activated deficits	36.419	46.523

The above losses can be carried forward indefinitely, whether in France, in Germany, and in Austria, according to local fiscal laws and regulations.

Tax losses of French companies are either pre-tax integration deficits that can only be offset against the own profitable tax results of the respective companies, or deficits incurred during the period of membership in the group and transferred to the parent company.

The total deficits are composed of 13% French companies and 87% Austrian, Danish, German, English, Swiss and other companies.

Note 17 - Staff expenses

Staff expenses amounted to € 273 709 thousand for the period.

In thousand euros	30/04/2023	30/04/2022
Direct labor costs	(152.391)	(127.683)
Direct temporary labor costs	(4.469)	(3.853)
Direct distribution costs	(61.985)	(51.115)
Selling and marketing expenses	(24.207)	(21.782)
General and administrative expenses	(28.619)	(25.344)
Research and development expenses	(2.038)	(2.066)
Total staff expenses	(273.709)	(231.844)

Note 18 - IFRS 16

18.1 Assets:

In thousand euros	Gross value of right of use on 30.04.2022	Right of use increase	Right of use decrease	Reclassification	Fx difference	Gross value of right of use on 30.04.2023
Buildings	44.843	9.300	(852)	-	(192)	56.205
Vehicles	49.928	13.624	(1.219)	(1.479)	(125)	61.542
Machinery and equipment	459	269	-	38	1	767
Gross value of lease contracts adjusted in accordance with IFRS 16	95.229	23.193	(2.071)	(1.441)	(316)	118.514

In thousand euros	Right of use amortization on 30.04.2022	Right of use amortization increase	Right of use amortization decrease	Reclassification	Fx difference	Gross value of right of use on 30.04.2023
Buildings depreciation	(16.341)	(7.273)	485	-	84	(23.077)
Vehicles depreciation	(32.944)	(8.385)	1.096	1.115	72	(39.276)
Machinery and equipment depreciation	(176)	(164)	-	(33)	(0)	(373)
Amortization of lease contracts adjusted in accordance with IFRS 16	(49.462)	(15.822)	1.582	1.082	156	(62.726)
Total net value	45.768					55.788

18.2 Liabilities:

In thousand euros	Gross value of right of use on 30.04.2022	Right of use increase	Right of use decrease	Reclassification	Fx difference	Gross value of right of use on 30.04.2023
Buildings	27.209	9.034	(7.285)	68	(109)	31.985
Vehicles	16.150	13.112	(8.653)	-	(51)	22.917
Machinery and equipment	334	1.046	(925)	(68)	1	389
Total leases restated in accordance with IFRS 16	43.693	23.192	(16.863)	-	(159)	55.291

18.3 Maturity schedule of lease debt relating to contracts falling within the scope of IFRS 16 :

In thousand euros	< 1 year	from 1 to 5 years	> 5 years	Total
Buildings	7.309	22.503	2.172	31.985
Vehicles	11.361	11.172	384	22.917
Machinery and equipment	97	279	13	389
Total	18.768	33.954	2.569	55.291

At the closing period on 30 April 2023, the amount of non-removed rent according to IFRS 16 for short-term contracts, is usually 8.334 K euro.

Note 19 - Remuneration of the executive managers of TSG Group and Related parties

19.1 Remuneration of the executive managers of TSG Group

As of April 30, 2023, the gross annual remuneration of TSG group executives, including fixed and variable parts, amounted to 2,524 thousand of euros. The managers concerned are the Chairman of the Group and the members of the Restricted Executive Committee (REXCOM) made up of the Chief Executive Officer, the Chief Financial Officer, the Head of Human Resources, Electric Business Group Director, as well as the Chief Executive Officers of the main geographic areas France, Germany, Northern Europe and Southern Europe.

19.2 Transactions with related parties

None.

Note 20 - Off balance sheet commitments

In thousand euros	30/04/2023	30/04/2022
Guarantees granted to third parties	4.417	2.026
Completion guarantees	10.775	10.845
Guarantees (securities pledges some subsidiaries, some bank accounts and IC receivables) given to lenders	371.000	320.000
Other guarantees given in the ordinary course of business	9.555	6.533
TOTAL	395.748	339.404

Note 21 - Employees

The average number of employees was 5.191 during the period.

Note 22 - Auditors fees

Auditors' fees amounted to 943 thousand of euros for the period ending April 30th 2023.

Note 23 - Post closing events

•	Acquisition in June 2023 of 80% of the company Eco Cycle Innovate Proprietary Limited by TSG Solutions Holding SAS. Eco Cycle Innovate Proprietary Limited is located in South Africa and specializes in multiple environmental services with a special focus on water, lighting, solar and air quality
•	Acquisition in June 2023 of 85% of the company JCM Solar by Tokheim Services France SAS. JCM Solar is located in France and is specialized in the installation of photovoltaic power plants and all direct or indirect activities related to them
•	On 14 June 2023, TSG Solutions Holding completed a €50 million (50,000,000) increase in revolving credit of an initial amount of €70 million (70,000,000), bringing the total amount of this renewable contract to one hundred and twenty million (120,000,000) euros. The purpose of this additional financing is to enable the Group to pursue its external growth strategy
•	On 9 May 2023, Tokheim Services France also took out a €10 million (10,000,000) Participative Recovery Loan to finance its own external growth operations in France. This loan is fixed rate, with a total term of 8 years, and is amortizable with a grace period of 4 years
•	At the end of May 2023, the Group repaid €10 million (10,000,000) of the €51 million (51,000,000) of available revolving credit (RCF)

Note 24 - Consolidation scope

All companies in the scope are fully consolidated except Excelsior (equity method).

Company name	30/04/2023		30/04/2022
	% interest	% control	% interest	% control
Holding companies	Parent company		Parent company
TSG Solutions Group SAS (France)
TSG Interco SAS (France)	96,0%	96,0%	96,0%	96,0%
TSG Solutions Holding SAS (France)	96,0%	100,0%	96,0%	100,0%
TSG Southeastern Europe Holding Srl (Italy)	96,0%	100,0%	96,0%	100,0%
TSG Luxco Holding Sàrl (Luxembourg)	96,0%	100,0%	96,0%	100,0%
TSG Northern Europe Holding B.V (Netherlands)	96,0%	100,0%	96,0%	100,0%
TSG Eastern Europe Holding GmbH (Germany)	96,0%	100,0%	96,0%	100,0%
TSG Deutschland Verwaltung GmbH (Germany)	96,0%	100,0%	96,0%	100,0%
France
TSG Partnerships SAS	96,0%	100,0%	96,0%	100,0%
Tokheim Services France SAS	96,0%	100,0%	96,0%	100,0%
Tokheim France SAS	96,0%	100,0%	96,0%	100,0%
Société Industrielle Excelsior SA	19,2%	20,0%	19,2%	20,0%
Germany, Luxembourg & Austria
Steinebach Tankanlagen und Behalterbau Sarl (Luxembourg)	96,0%	100,0%	96,0%	100,0%
TSG Car Wash Austria GmbH (Austria)	96,0%	100,0%	96,0%	100,0%
Elektrotechnik Werner Stuhr GmbH (Germany)	96,0%	100,0%	0,0%	0,0%
Tokheim Tanksysteme GmbH (Germany)	96,0%	100,0%	96,0%	100,0%
TSG Deutschland GmbH & Co. KG (Germany)	96,0%	100,0%	96,0%	100,0%
Gsanger Bau GmbH (Germany)	96,0%	100,0%	96,0%	100,0%
Kälte-, Klimatechnik Manfred Wegner GmbH (Germany)	96,0%	100,0%	96,0%	100,0%
Switzerland
TSG Switzerland SA	96,0%	100,0%	96,0%	100,0%
Gardis SA	96,0%	100,0%	96,0%	100,0%
Central and East Europe (C&EE)
TSG Austria GmbH (Austria)	96,0%	100,0%	96,0%	100,0%
TSG Services Bulgaria Ltd. (Bulgaria)	96,0%	100,0%	96,0%	100,0%
Rohé Automation o.o.d. (Bulgaria)	96,0%	100,0%	96,0%	100,0%
TSG Croatia d.o.o. (Croatia)	96,0%	100,0%	96,0%	100,0%
SITIM tehnička rješenja i servisi d.o.o. (Croatia)	96,0%	100,0%	96,0%	100,0%
Nordic Gas Solutions OU (Estonia)	96,0%	100,0%	0,0%	0,0%
TSG Polska Sp z o. o. (Poland)	96,0%	100,0%	96,0%	100,0%
TSG, s.r.o. (Czech Republic)	96,0%	100,0%	96,0%	100,0%
Technical Services Group - TSG Romania SRL (Romania)	96,0%	100,0%	96,0%	100,0%
TSG Slovak Republic s.r.o. (Slovakia)	96,0%	100,0%	96,0%	100,0%
Northern EUROPE
Technical Services Group Belgium N.V (Belgium)	96,0%	100,0%	96,0%	100,0%
EBC Lambert Srl (Belgium)	96,0%	100,0%	0,0%	0,0%
GTC Technics Srl (Belgium)	96,0%	100,0%	0,0%	0,0%
Technical Services Group Netherlands B.V (Netherlands)	96,0%	100,0%	96,0%	100,0%
Ingenieursburo BQ Projects B.V (Netherlands)	96,0%	100,0%	96,0%	100,0%
VEBE Elektrotechniek B.V (Netherlands)	96,0%	100,0%	0,0%	0,0%
TSG Nordic A/S (Denmark)	96,0%	100,0%	96,0%	100,0%
TSG EL A/S (Denmark)	96,0%	100,0%	96,0%	100,0%
TSG Finland Oy (Finland)	96,0%	100,0%	96,0%	100,0%
TSG Sverige AB (Sweden)	96,0%	100,0%	96,0%	100,0%
Nordic Gas Solutions AB (Sweden)	96,0%	100,0%	0,0%	0,0%
Rohé Latvija SIA (Latvia)	64,3%	67,0%	64,3%	67,0%
UAB Rohé (Lithuania)	64,3%	67,0%	64,3%	67,0%
Ireland
Tokheim Ireland Ltd	96,0%	100,0%	96,0%	100,0%
United Kingdom
TSG UK Solutions Ltd	96,0%	100,0%	96,0%	100,0%
Forecourt Systems Ltd	96,0%	100,0%	96,0%	100,0%
UCPC Ltd	96,0%	100,0%	96,0%	100,0%
DRB UK Maintenance Ltd	96,0%	100,0%	90,2%	94,0%
Italy
TSG Italia Srl	96,0%	100,0%	96,0%	100,0%
CD Elettrica s.r.l. Elettrotecnica Industriale	96,0%	100,0%	96,0%	100,0%
Ranzato Impianti Srl	96,0%	100,0%	0,0%	0,0%
ED Impianti Costruzioni Tecnologiche Srl	96,0%	100,0%	0,0%	0,0%
Gisdata Srl	63,4%	66,0%	63,4%	66,0%
Iberica
Tokheim Koppens Iberica S.A. (Spain)	96,0%	100,0%	96,0%	100,0%
Hemag SA (Spain)	96,0%	100,0%	0,0%	0,0%
G.N.C. Sistemas e Serviços de Medicao (Portugal)	96,0%	100,0%	96,0%	100,0%
Gasodata - Equipamento Para Combustiveis e Eletronica Lda (Portugal)	96,0%	100,0%	96,0%	100,0%
Africa
TSG Tunisie SARL (Tunisia)	95,9%	100,0%	95,9%	100,0%
TSG Solutions Maroc SA (Morocco)	96,0%	100,0%	96,0%	100,0%
TSG Sénégal SA (Senegal)	95,9%	100,0%	95,9%	100,0%
TSG Cameroun SA (Cameroon)	96,0%	100,0%	96,0%	100,0%
TSG South Africa Pty Ltd (South Africa)	96,0%	100,0%	96,0%	100,0%

Simplified joint stock company with a share capital of 1,959,165.09 euros

Registered office : Centre d'affaires la Boursidière 92350 Le Plessis-Robinson (France)

883 750 861 RCS Nanterre

(the "Company")

EXTRACTS

MANAGEMENT REPORT INCLUDING THE GROUP MANAGEMENT REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2023 PREPARED BY THE CHAIRMAN AND PRESENTED TO THE ANNUAL ORDINARY GENERAL MEETING ON 4 AUGUST 2023

Dear Shareholders,

In accordance with the law and the Company's Articles of Association, we have called this meeting in order to report to you on the situation and activities of the TSG Group and TSG Solutions Group SAS ("the Company") during the financial year ended 30 April 2023, and to submit for your approval the financial statements for the said year and the allocation of results.

We will provide you with all the details and additional information concerning the documents required by the regulations in force and which have been made available to you within the requited time limit.

The Statutory Auditors' reports will then be read to you.

This being said, the following is stated:

1. MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Article L.233-26 of the French Commercial Code, I am reporting to you on the situation of all the companies included in our Company's consolidated financial statements. These companies are listed in the notes to the consolidated financial statements.

1.1 Situation and development of the Group's business during the year ended 30 April 2021

1.1.1. About the TSG Group :

The TSG Group, a world leader in the sale of technical equipment and services to public and private energy distribution networks, is present in 32 countries in Europe and Africa and has more than 5,600 employees.

Born from the scission of Tokheim Group and the carved-out of its industrial activities (design and manufacturing of dispensers and payment systems), the TSG Group was created following a buy-out by the managers of the remaining sales and service activities (14th September 2016). TSG Solutions Group SAS formed the new Group on September 30, 2020 following the acquisition of TSG Group. TSG Solutions Group SAS is a holding company majority-owned by the HLD investment fund. TSG Solutions Group SAS therefore publishes its first consolidated accounts as of April 30, 2023.

The head office of TSG Solutions Group SAS is located at the Center d'Affaires de la Boursidiere, BP 121, 92350 Le Plessis Robinson. The Group is a European leader in technical services for responsible mobility solutions, it offers its customers a wide range of related products and services, supporting them in accelerating the energy transition. Today, the Group has recognized expertise in all types of energy, from fossil fuels to electricity, including LPG, LNG, CNG and H2 gas, as well as key positions in its major fields of activity:

•	Sales and distribution of a wide range of products and systems for service stations, private fleets, and EV charging stations,
•	Installation, commissioning, maintenance, servicing, and troubleshooting of all these products and equipment,
•	Compliance and safety verification,
•	Turnkey project works and project management.

1.1.4 Significant events since the end of the financial year

During the fiscal year, the Group successfully acquired 9 companies, totaling approximately 82 million euros in revenue and 9 million euros in EBITDA (on a 12-month basis). These companies are largely focused on the electrical and electrical engineering sectors and will enable the Group to accelerate its development in this high-growth segment.

No other significant events occurred during the fiscal year ended April 30, 2023.

1.1.3. The Group's foreseeable development and future prospects

For the 2023-2024 fiscal year, TSG will continue to accelerate its performance and operational efficiency improvement projects, as well as the quality of its services. TSG will also continue to expand the range of solutions and services it offers to its clients, focusing on and strengthening the geographical areas where it is already established. Investment in new activities will be pursued to establish TSG among the leaders in these fields. The Group will remain vigilant in monitoring the evolution of the economic environment and agile in adapting its revenue and cost structures to the current inflationary context.

1.1.4. Significant events occurring since the end of the financial year

On May 9, 2023, Tokheim Services France contracted a Participatory Recovery Loan (Prêt Participatif Relance) amounting to ten million (10,000,000) euros to finance its own external growth operations in France. This loan has a fixed rate, a total duration of 8 years, and is amortizable with a deferred amortization period of 4 years.

On June 14, 2023, TSG Solutions Holding finalized an increase of fifty million (50,000,000) euros to the revolving credit facility, initially amounting to seventy million (70,000,000) euros, thus bringing the total amount of this revolving contract to one hundred twenty million (120,000,000) euros. This additional financing aims to enable the Group to continue its external growth strategy.

In June 2023, the Group completed the following acquisitions:

•	The acquisition of 80% of the shares of the South African company Eco-Cycle Innovate Proprietary Limited, whose main activity consists of providing multiple environmental services with a particular focus on water, lighting, solar energy, and air quality.
•	The acquisition of 85% of the shares of the French company JCM Solar, whose main activity is the installation of photovoltaic power plants.

1.1.5. ESG Commitment (Environmental, Social, and Governance)

As a key player in the energy transition for responsible mobility, TSG places ESG concerns at the heart of its strategy and activities. Beyond its active contribution to the adoption and dissemination of new energy uses for mobility, the Group has also set itself the goal of quickly becoming an exemplary ESG player. This was reflected in the achievement of the Silver Label awarded by EcoVadis in 2023, placing TSG among the top 12% of companies rated by EcoVadis. The Group will continue its efforts to improve its ESG management in all its components.

1.2. Presentation of the Group's consolidated financial statements

I present to you below the consolidated accounts for the past financial year, for which the consolidating company is the Company.

The consolidated accounts were prepared for a period from May 1, 2022 to April 30, 2023.

1.2.1. Scope of consolidation

The Company is the consolidating company of the Group, which comprises the companies listed in the notes to the consolidated financial statements.

1.2.2. Consolidated income statement

The significant figures are as follows:

(in millions of euros)	From 01/05/2022 to 30/04/2023
Sales	932,9
Gross margin	270,5
Gross margin in % of sales	29%
Profit before tax	22,45
EBITDA	80,2
EBITDA as % of sales	8,6%
Net profit before tax	22,45
Tax	5,9
Net profit, Group share	15,88

Total equity - Group share amounts to 224 million euros as of April 30, 2023.

The Group's financial statements are presented as of April 30, 2023, in accordance with the principles and interpretations of IFRS (International Financial Reporting Standards) adopted by the European Union.

SALES:

The revenue for the period from May 1, 2022, to April 30, 2023, amounts to €932.9 million. This revenue confirms the Group's development momentum, with an annual organic growth of 8%, complemented by 15% external growth.

Equipment sales represented 19% of the total revenue, while 81% of the income was generated by Service, Maintenance, and Projects activities, reflecting the strategic direction set for the Group.

New activities (Washing, Electric Charging, and Gas) totaled €251 million during the period, accounting for 27% of the Group's total revenue, compared to 16% as of April 30, 2022.

EBITDA:

The EBITDA stands at €80.2 million for the fiscal year ending April 30, 2023.

1.2.3. Consolidated balance sheet

The key figures (in K€) are as follows:

CONSOLIDATED BALANCE SHEET	30/04/2023
Goodwill	505.583
Intangible fixed assets	60.143
Tangible fixed assets	83.183
Securities and other long-term investments	26.834
Deferred tax assets	6.550
Current assets	415.438
Total assets	1.097.732
Equity attributable to equity holders of the parent	223.992
Non-controlling interests	9.130
Non-current liabilities	445.535
Of which long-term borrowings	403.129
Current liabilities	419.075
Total liabilities	1.097.732

1.2.4. Proposed approval of the consolidated financial statements

We recommend that you approve the consolidated financial statements as presented.

I would ask you to adopt the resolutions that I am submitting for your vote.

Plessis Robinson, 24 July 2023

The Chairman