YKS Management GmbH

Coburg

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

Obermark Value (S.à r.l.)

Munsbach/Luxemburg

Report of the Board of Managers on the status and activity of Obermark Value

COMPANY INFORMATION

Obermark Value (S.à r.l.) (the "Company" or the "Group") is a Luxembourg investment company dedicated to the acquisition of participations in any companies, partnerships or enterprises in any form whatsoever and the management of such participations. The Company is not listed on any stock exchange and is a 100 % subsidiary of Obermark (SCA) SICAR (the "Investment Company"). The Investment Company is incorporated as a partnership limited by shares (société en commandite par actions) under the laws of Luxembourg and qualifying as a société d'investissement en capital à risque as per the law of 15 June 2004 on the investment company in risk capital (the "SICAR Law"), as amended.

As at 31 December 2022, the Company, via acquisition entities, held seven Portfolio Companies:

•	Holzhauer-Pumpen GmbH ("Holzhauer"),
•	Thun Automotive GmbH ("Thun"),
•	inotec Barcode Security GmbH ("inotec"),
•	ROPEX Industrie-Elektronik GmbH ("ROPEX"),
•	BID Inkasso GmbH and its subsidiaries and other assets (together "BID Group"), and
•	ATEK Antriebstechnik Willi Glapiak GmbH as well as - from 1 January 2021 - Deutsche van Rietschoten & Houwens GmbH (together "ATEK & Rietschoten"),
•	Ringele AG ("Ringele").

Please refer to note 22.1 for the detailed list of entities held.

As at 31 December 2022, the Company did not hold any of its own shares.

REVIEW AND DEVELOPMENT OF THE COMPANY'S BUSINESS AND FINANCIAL POSITION

The net turnover of the Group for the year ended 31 December 2022 was EUR 268,497,613, compared to EUR 208,467,004 as at 31 December 2021, which represents an increase of 29 %. This net turnover is composed of the turnover generated by the seven Portfolio Companies. The increase relates partly to organic growth, reflecting the pick-up in economic activity following the pandemic-related impact of the years 2020 and 2021, and partly to the acquisition of Ringele, which occurred on 13 April 2022. The basis of consolidation of newly acquired Portfolio Companies is described in Note 2.

The net result of the Group for the financial year that ended on 31 December 2022 is a loss of EUR 11,196,522, compared to a loss of EUR 9,368,177 for the prior year. Included into this consolidated loss is the amortisation of goodwill of EUR 28,854,853 (2021: 26,530,330). Consolidated EBITDA increased by 12 % to EUR 50,212,441 in 2022, compared to EUR 44,863,499 for 2021. Without Ringele, the change in EBITDA would have been -1 %. EBITDA in this context is defined as net loss as reported, plus minority interest, plus net interest paid, plus taxes paid, plus depreciation and amortisation. The EBITDA margin decreased from 21 % in 2021 to 19 % in 2022. This reduction is mainly caused by a decrease in profit margins at BID and Thun, which led to an absolute EBITDA decline of 16 % and 17 %, respectively, in these companies. The EBITDA margin in the other Portfolio Companies essentially remained stable in the financial year and did not offset the decrease recorded by these two companies.

The Board of Managers proposes to carry forward this loss.

CURRENT PORTFOLIO DEVELOPMENT

Holzhauer

The European market for fire protection is currently stable. New market opportunities are expected to arise in the mid to long term from changing regulation in Germany and Europe. The market for fire protection equipment is expected to continue with moderate growth rates. The company continues to develop new features for its existing product portfolio as well as finding new partners and representatives to enter new geographic areas worldwide.

In 2022, sales increased by 20 % compared to prior year, mainly due to the sale of some large projects in Germany, which is the main market of Holzhauer. These increased sales combined with the reduction of operating costs as a percentage of sales result in a higher EBITDA.

Thun

Sales in 2022 increased by 9 % compared to prior year. This is the result mainly (i) of the recovery in economic activity in the automotive sector, which resulted in part from the post-COVID-19 recovery, and (ii) of price increases. The rise in special transportation costs, part-time work, as well as costs associated with quality issues contributed to lower profit margins. EBITDA is 17 % less than prior year.

inotec

In 2022, inotec achieved growth of 12 % in sales. The business environment continued to be impacted by shortages of key materials, increasing prices of raw materials and other components, and inflation. The ability to pass through most of these rising costs to its customers, mostly shielded inotec from negative market developments. Sales growth was achieved mainly in the competitive segments of RFID solutions and trade products, where gross margins are lower than average. Personnel costs and other operating expenses grew at a higher pace and were higher in 2022 as a percentage of sales, mainly due to the opening of an additional research and development as well as sales office. Despite rising inflation in input costs, EBITDA margin increased when compared to prior year. Barcode solutions are still the key products in the market, with RFID solutions further gaining share. The landscape for RFID solutions is more competitive than that of barcode products. In addition, competitors are entering the market with inmould RFID solutions. In response to this intensifying competition, inotec continues to drive innovation and to explore M&A opportunities.

ROPEX

Sales and EBITDA developed above expectations with an increase in sales and EBITDA of 28 % and 15 %, respectively, compared to 2021. ROPEX pursued the expansion of its international distributor network in Italy and China. Significant sales growth was recorded equally in the USA, and the Netherlands, and in the domestic market in Germany. ROPEX is developing solutions to heat-seal recycled, bio-degradable and cellulose based alternative materials, which will contribute to reducing plastic waste.

BID Group

In 2022, BID Group recorded sales growth of 1 %. Personnel costs as a percentage of sales increased during the year, because of inflation. Other operating expenses as a percentage of sales rose from 35 % in 2021 to 42 % in 2022. Sales are impacted as follows: there was an increase in the total number of cases. This volume increase led to increased expenses (cash expenses). Sales remained flat because of a new cap to the level of debt collection costs which may be passed on to debtors resulting from the revised "collection costs act" (Inkassokostengesetz) which puts a cap. Ceteris paribus, this cap reduces margin compared to the time prior to the revised "collection cost act", and consequently EBITDA dropped compared to prior year. Costs, whether personnel or other operating expenses, remained stable in aggregate.

ATEK & Rietschoten

In 2021, the company completed the legal and structural merger of KETA Management GmbH, the parent company of ATEK, with Rietschoten, and their operative integration was virtually completed during 2022. 2022 financial figures may, therefore, be compared with 2021 financial figures. Sales are up 4 % in 2022 compared to 2021, while EBITDA increased by 27 % during the same period. This is the result of synergies from the merger of the two companies, which led to a decrease of 6 % and 28 % in material costs and other operating expenses, respectively.

Ringele

Ringele was acquired on 13 April 2022. The company, based in Pratteln, Switzerland, is a niche player in the supply of sheet metal products and development of sheet metal system solutions to various industries including medical technology, the semiconductor industry, railway, aerospace and defence, and automation.

Sales increased 8 % in 2022 compared to prior year. The general increase in raw material costs, a change in product mix and supply chain disruptions experienced since the start of COVID-19 and the war Russia waged against Ukraine caused a decrease in gross profit margins. However, other costs such as personnel and other operating expenses decreased as a percentage of sales, leading to an increase in EBITDA of 26 % in 2022.

The basis of consolidation of Ringele is described in Note 2.

PRINCIPAL RISKS AND UNCERTAINTIES

Market risks

The Company applies Group principles for overall risk management, and Group policies covering specific areas such as foreign exchange risk, credit risk and liquidity risk.

The purchases made by the Company are mainly in Euro and, therefore, no financial instruments are used for currency hedging purposes.

Credit risks

Credit risks primarily arise through sales made to customers of the Portfolio Companies. These risks are closely monitored and followed. The Company conducts monthly and quarterly reviews of the Portfolio Companies' accounting records, ageing balances as well as order intakes and order backlog.

Risks relating to bank counterparties are managed by limiting cash transactions to high credit quality financial institutions.

The Company has an interest rate swap agreement with financial institutions to mitigate the risk of interest rate increase.

General operational risks

The Group's activities may be affected by fluctuations in the price of raw materials, components or finished goods. The Portfolio Companies seek to reduce the exposure to such fluctuations by entering into long-term purchase contracts and special agreements with customers to invoice at cost raw materials such as steel. The ability to pass on the related cost increases or decreases to customers depends to a large extent on market conditions.

Specific operational risk

The COVID-19 pandemic and the war Russia waged against Ukraine, thus far, have had no major impact on the Group overall. Operational risks related to the COVID-19 pandemic, in particular, have decreased in 2022. Overall, the Group remains stable, both in sales and EBITDA. Future negative impact resulting from e. g., supply chain issues or further COVID-19 waves cannot be estimated reliably. COVID-19 was requalified to endemic status, and we see a lower risk of negative effects than we did last year.

The war Russia waged against Ukraine has entered its second year, with no end in sight. After significant impact on the supply chains during the first months since the invasion, they have since been reorganised, and the impact of Russia's war against Ukraine on the world economy has to a certain extent abated. Energy prices appear to have largely returned to their pre-crisis levels after the initial first six months of high volatility.

The long-term impact of the war cannot be gauged at this stage. The Company and its Portfolio Companies have apparently not been impacted directly or to a measurable extent. They have no subsidiaries or commercial activities in Russia or Ukraine, and they are not heavily dependent on raw materials from these countries. Management continues to monitor the situation carefully.

Legal risks

Any legal risk is properly addressed by the legal service providers of the Company and its Portfolio Companies to ensure compliance with all regulations in force, especially regulations on personnel safety, customs, etc.

Safety and environmental risks

The Company believes that all injuries and occupational illnesses, as well as safety and environmental incidents, are preventable, and its goal for all such events is zero. Safety procedures are put in place and respected by its employees to ensure that the goal is achievable.

RESEARCH AND DEVELOPMENT

Research and development activities of the Group are driven by the intention to further develop and improve the existing product portfolios. In addition, Portfolio Companies develop and commercialise new product solutions e. g., for the packaging industry, by using RFID technology, or by implementing compliance with standards for fire protection solutions approved by the US insurance standard established by FM Global.

CORPORATE GOVERNANCE

Appropriate corporate governance is an integral part of the Company's core values.

The Company works together with senior management of the Portfolio Companies to evaluate the importance of core values throughout the Group by promoting and fostering a corporate culture of the highest ethical standards, internal controls and compliance with laws.

OTHER NON-FINANCIAL DISCLOSURES

The Company's most valuable assets are its employees. The Group constantly invests in the improvement of the skills and knowledge of its managers and workforce through the organisation of workshops, direct mentoring, as well as through central training. New financial managers joined ATEK & Rietschoten, inotec and Thun during the financial year. A new Group sustainability manager joined the Company in April 2022. One of the Portfolio Companies, BID Group, measures its employee satisfaction via the response to the question how many employees would recommend a friend to work at BID: the positive response rate is 75 %. BID was named ""Employer of the Future" by the "German Innovation Institute for Sustainability and Digitisation". The employee retention rate is high across all Portfolio Companies. The Company's goal is to maintain and improve employee health and well-being across its total workforce.

The ability to attract and retain new customers is also one of the competitive strengths of the Company. Across all Portfolio Companies, most of the top ten customers have been doing business with the Group for over five years. Portfolio Companies such as BID Group, ATEK & Rietschoten, and Ringele maintain long-lasting relationships with their key customers, evidenced by the fact that they provide a one-stop solution as a single-source supplier.

The supplier base is stable and proved reliable in the challenging period of the COVID-19 pandemic and the inflationary period that followed. All Portfolio Companies have long-standing business relationships with several suppliers. Many resort to a multi-sourcing strategy to reduce overreliance on a single supplier for key components.

The Portfolio Companies continue to invest into their ERP systems. This will allow them to streamline the flow of information inside the companies and in their interaction with the Group.

IMPORTANT EVENTS SINCE THE BALANCE SHEET DATE

No significant event affected the Group or any of the Portfolio Companies between the reporting date and the date of release of this report, other than the events disclosed in Note 21.

Munsbach, 29 June 2023

The Board of Managers

gez. Hagen Schulte, A Manager

gez. Christian Theis, B Manager

Independent auditor's report

To the Sole Shareholder of

Obermark Value (S.à r.l.)

9a, rue Gabriel Lippmann

L-5365 Munsbach

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of Obermark Value (S.à r.l.) and its subsidiaries (the "Group"), which comprise the consolidated balance sheet as at 31 December 2022, and the consolidated profit and loss account for the year then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022, and of the consolidated results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the consolidated financial statements.

Basis for Opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the "Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "responsibilities of the "réviseur d'entreprises agréé" for the audit of the consolidated financial statements" section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International lndependence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Managers is responsible for the other information. The other information comprises the information included in the consolidated management report but does not include the consolidated financial statements and our report of the "réviseur d'entreprises agréé" thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. lf, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Managers and those charged with governance for the consolidated financial statements

The Board of Managers is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the consolidated financial statements, and for such internal control as the Board of Managers 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, the Board of Managers is responsible for assessing the Group'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 the Board of Managers either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charge with governance are responsible for overseeing the Group`s financial reporting process.

Responsibilities of the "réviseur d'entreprises agréé" for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF 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 taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•	ldentify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our 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.
•	Obtain 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 Group's internal control.
•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Managers.
•	Conclude on the appropriateness of Board of Managers' 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 Group's ability to continue as a going concern. lf we conclude that a material uncertainty exists, we are required to draw attention in our report of the "r^viseur d'entreprises agrGe" to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.
•	Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•	Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

Luxembourg, 29 June 2023

Ernst & Young Société anonyme Cabinet de révision agréé

gez. Monika Reschka

Consolidated balance sheet as at 31 December 2022

Obermark Value S.à r.l.

ASSETS	Notes	31 December 2022	31 December 2021
		EUR	EUR
A. Non-current assets	3
I. Intangible assets	2
1. Internally generated intangible assets		542.991	577.737
2. Concessions, patents, licences, trade marks and similar rights and assets, acquired for valuable consideration		1.984.219	2.977.431
3. Goodwill to the extent that it was acquired for valuable consideration		152.998.162	158.671.793
4. Payments on account		1.817.038	1.257.825
		157.342.411	163.484.786
II. Tangible assets	2
1. Land and buildings		2.081.413	2.128.679
2. Plant and machinery		14.102.227	5.951.850
3. Other fixtures and fittings, tools and equipment		3.509.798	2.943.800
4. Payments on account and tangible assets in the course of construction		653.771	479.360
		20.347.209	11.503.688
III. Financial assets	2
1. Participating interests		50	50
2. Other loans		11.603	11.050
		11.653	11.100
IV. Deferred tax assets	4	0	44.900
B. Current assets
I. Stocks	2, 5
1. Raw materials and consumables		21.320.211	18.654.647
2. Work in progress		8.456.987	4.049.047
3. Finished goods and goods for resale		6.469.406	4.852.439
4. Payments on account		306.870	86.052
		36.553.474	27.642.185
II. Debtors	2
1. Trade debtors	6	26.031.721	17.364.342
2. Other debtors	6	3.094.388	1.473.544
		29.126.109	18.837.885
III. Cash and cash equivalents	2	16.427.442	24.204.771
C. Prepayments and deferred charges	7	1.261.086	1.696.782
		261.069.385	247.426.098

LIABILITIES	Notes	31 December 2022	31 December 2021
		EUR	EUR
A. Capital and reserves	8
I. Subscribed capital	8,1	12.500	12.500
II. Currency Translation Adjustments		175.421	-304.998
III. Reserves
1. Legal reserve	8,3	1.250	1.250
2. Other reserve	8,2	45.338.638	45.338.638
IV. Profit or loss brought forward		-38.332.570	-28.964.393
V. Profit or loss for the financial year		-11.196.522	-9.368.177
VI. Minority interest		1.447.430	1.010.575
		-2.553.852	7.725.397
B. Provisions	2, 9
1. Provisions for pensions and other similar obligations	9	56.638	51.691
2. Provisions for taxation	9	2.588.127	1.186.010
3. Other provisions	9	5.490.180	4.680.821
		8.134.945	5.918.522
C. Creditors	2, 10
1. Amounts owed to credit institutions:	10
- Expiring within one year		115.878.420	8.533.779
- Expiring in more than one year		48.746.546	137.311.616
2. Payments received on account of orders	10	527.014	465.658
3. Trade creditors	10	14.159.489	9.199.659
4. Amounts owed to shareholder	10	23.809.998	33.706.261
5. Other creditors	10	50.552.924	44.143.624
		253.674.391	233.360.597
D. Deferred income	11	1.463.970	98.270
E. Deferred tax liabilities	4	349.931	323.313
		261.069.385	247.426.098

The accompanying notes form an integral part of these consolidated annual accounts.

Consolidated income statement for the financial year ended 31 December 2022

Obermark Value S.à r.l.

	Notes	From 1 January 2022 to 31 December 2022	From 1 January 2021 to 31 December 2021
		EUR	EUR
1. Net turnover	12	268.497.613	208.467.004
2. Variation in stocks of finished goods and work in progress	2, 5	4.120.451	-235.273
3. Other operating income	13	1.541.093	1.548.053
4. Raw materials and consumables and other external expenses	14
a) Raw materials and consumables		-83.261.872	-61.166.713
b) Other external expenses		-15.250.987	-9.793.639
		-98.512.859	-70.960.352
5. Staff costs	15
a) Wages and salaries		-59.455.429	-41.958.102
b) Social security costs relating to pensions		-10.746.992	-8.010.959
		-70.202.421	-49.969.061
6. Value adjustments
a) in respect of tangible and intangible fixed assets	2, 3	-36.056.655	-31.593.340
b) in respect of current assets		-659.237
		-36.715.892	-31.593.340
7. Other operating expenses	16	-55.402.170	-44.051.805
8. Other interest receivable and similar income		229.752	41.039
9. Value adjustments in respect of financial assets and of investments held as current assets		0	-2.500
10. Interest payable and similar expenses	10	-13.754.185	-13.311.300
11. Tax on profit or loss	2	-10.460.631	-8.823.753
12. Profit or loss after taxation		-10.659.249	-8.891.289
13. Other taxes not shown under items 1 to 12	2	-133.988	-126.862
14. Profit or loss after taxation, before minority interest		-10.793.237	-9.018.151
15. Minority interest	8	-403.286	-350.026
16. Profit or loss for the financial year		-11.196.522	-9.368.177

The accompanying notes form an integral part of these consolidated annual accounts.

Notes to the consolidated annual accounts as at 31 December 2022 and for the year then ended

Note 1 - General

The Company was incorporated on 9 January 2009 as a Luxembourg société à responsabilité limitée (private limited liability company) for an unlimited period of time.

The Company is registered with the Luxembourg register of trade and companies, section B under number B 144.220. The registered office of the Company is established at 9A, rue Gabriel Lippmann, 5365 Munsbach, Luxembourg. The entirety of the shares of the Company is held by Obermark (SCA) SICAR, which has its registered office at 1C, rue Gabriel Lippmann, 5365 Munsbach, Luxembourg.

The Company is an investment and management company and forms a group with subsidiaries in Germany, France, the Netherlands, Great Britain, the Czech Republic, the United States of America (USA), Hungary and Switzerland.

The principal companies of the group are active in the following areas:

•	Engineering, construction and supply of water- or foam-based stationary fire pump stations operated by diesel or electric engines. Customers are mainly constructors and erectors of fire protection elements of larger buildings or other infrastructure. The principal end customer industries are commercial trade, logistics and energy and other utilities.
•	Complex, metal processed parts for the automotive industry. Engineering, construction, assembly and marketing of precision turning parts, pressed parts, drawn parts, tools and complete assemblies for motor vehicle manufacturers.
•	Production of high-quality barcode and RFID labels, which ensure faultless legibility under challenging conditions throughout their entire life cycle, thereby supporting secure logistic processes for customers handling various goods (incl. fresh produce, e. g. fruit, vegetables, and meat).
•	Development, manufacturing and sale of systems and components in the growing market for those foil-sealing solutions which use impulse sealing technology in the packaging and some other industries.
•	Debt collection, long-term monitoring of debtors, debtor address inquiry, national and international creditworthiness check, debt purchasing.
•	Construction, development, assembly, and sale of standard, tailor-made, or newly designed angular gearboxes that deflect the direction by a 90° rotation and are able to adapt speed and torque, as well as engineering and distribution of mechanical, pneumatic, hydraulic, electrical and spring applied disc brake systems for various industrial applications such as steel works, paper machines, cable and wire production, textile machines, plastic and rubber production, cranes, elevators, escalators, conveyors, ship propulsion, and special machinery.
•	Sheet metal products and development of sheet metal system solutions to various industries including medical technology, the semiconductor industry, railway, aerospace and defence, and automation.

The financial year begins on 1 January and ends on 31 December of each year.

Going concern assessment

In 2022, the COVID-19 pandemic continued to affect lives and economies worldwide, although likely to a lesser extent than in the previous two years. Most countries lifted remaining restrictions during the year. COVID-19 was requalified to endemic status.

The war Russia waged against Ukraine has entered its second year, with no end in sight. After significant impact on the supply chains during the first months since the invasion, they have since been reorganised, and the impact of Russia's war against Ukraine on the world economy has to a certain extent abated. Energy prices appear to have largely returned to their pre-crisis levels after the initial first six months of high volatility.

The long-term impact of the war cannot be gauged at this stage. The Company and its Portfolio Companies have apparently not been impacted directly or to a measurable extent. They have no subsidiaries or commercial activities in Russia or Ukraine and are not heavily dependent on raw materials from these countries. Management continues to monitor the situation carefully.

As Note 10 to these consolidated annual accounts explains in detail, the Company's revolving credit facility would have expired on 15 May 2023. Loans owed to credit institutions amounting to EUR 115,878,420 out of the total outstanding loans of EUR 164,624,966 are, therefore, classified as "expiring within one year". Net working capital as at the balance sheet date temporarily turned negative. As discussed in Note 21, the Company refinanced its revolving credit facility and the term loan at BID Group. The BID Group financing is no longer ringfenced, and the Company's new revolving credit facility, contracted on 16 March 2023, now incorporates the senior debt financing of the BID Group. The new revolving credit facility will expire on 16 May 2026.

Management considers the fundamentals of the Group and its Portfolio Companies to be robust. Group EBITDA in the financial year is EUR 50,212,441 (2021: EUR 44,863,499); cash flow from operating activities is EUR 29,910,854 (2021: EUR 29,609,946). Uncertainty remains over how the war Russia is waging against Ukraine will evolve, and it is difficult to isolate the potential impact of the war on the Company and its businesses. At this stage, and based on the facts available, the Board of Managers considers it reasonable to expect that the Company has adequate resources to remain in operation for the foreseeable future and that the going concern basis of accounting remains appropriate.

Note 2 - Summary of significant group accounting policies

Basis of preparation

The consolidated annual accounts of the Group are prepared in accordance with provisions of the law of 10 August 1915 on commercial companies, as amended and the law of 19 December 2002, as amended, and in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the consolidated annual accounts. The accounting policies and valuation principles are, apart from those enforced by the law, determined and implemented by the Board of Managers.

The consolidated annual accounts are presented in Euro ("EUR"). All financial information presented was, unless specified otherwise, rounded up to the next Euro.

The accounting policies set out below are applied consistently throughout the consolidated annual accounts. The preparation of consolidated annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Managers to exercise its judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the consolidated annual accounts in the year in which the assumptions changed. The Board of Managers believes that the underlying assumptions are appropriate and that the consolidated annual accounts therefore present the financial position and results fairly.

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Basis of consolidation

The consolidated annual accounts as at 31 December 2022 comprise the financial information of Obermark Value (S.à r.l.) and all significant subsidiaries, whether directly or indirectly controlled. The annual accounts of the subsidiaries are prepared according to the provisions of law and regulations in their country of domicile and adjustments are made during the consolidation process to ensure consistency with Group accounting policies.

The consolidated annual accounts include the consolidated balance sheet and consolidated profit and loss account of the Group, as well as the present accompanying notes.

Subsidiaries are consolidated from the date on which control is transferred to the Company or for simplification purposes from the beginning of the financial year during which control was transferred to the Company. The beginning of consolidation for subsidiaries of which control was transferred in 2014 or earlier are consolidated from 1 January 2015. Subsidiaries are no longer consolidated from the date at which control ceases.

When the Group directly or indirectly controls a subsidiary and this control is not exclusive, the value of interests not held by the Group is recognised in minority interests. Control applies when the Group holds:

•	the majority of the shareholders' voting rights in another undertaking; or
•	the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another undertaking, and is at the same time a shareholder of that undertaking; or
•	an undertaking's shares and controls, by virtue of an agreement with other shareholders of that undertaking, the majority of the voting rights of its shareholders.

The subsidiaries consolidated in these annual accounts are disclosed in note 22 - Other Information.

All inter-company transactions, balances and gains and losses on transactions between companies of the Group have been eliminated.

The functional currencies of the subsidiaries included in the consolidation are the currencies of the domicile country, namely British Pound (GBP), Hungarian Forint (HUF), Czech Krona (CZK), US Dollar (USD), Swiss Franc (CHF) and Euro (EUR). The consolidated annual accounts of the Group are presented in Euro.

Profit and loss of subsidiaries in currencies other than EUR are converted to EUR at the average exchange rate of the year. Assets and liabilities denominated in currencies other than EUR are converted to EUR at the exchange rates prevailing at the balance sheet date.

Main valuation rules

Foreign currency translation

The Group maintains its accounting records in EUR and the consolidated annual accounts are prepared in this currency.

All the transactions expressed in a currency other than EUR are translated into EUR at the exchange rate of the respective transaction date.

Long term assets and liabilities expressed in a currency other than EUR are translated into EUR at their historical exchange rate. At the balance sheet date, these assets and liabilities are maintained at their historical exchange rate, except if a permanent decline in value is foreseen.

Cash at bank is converted at the exchange rate prevailing at the balance sheet date. Exchange gains and losses resulting from this conversion are accounted for in the profit and loss account for the period.

The other assets and liabilities are valued individually at their value determined at the exchange rate prevailing at the balance sheet date. Unrealised exchange losses are accounted for in the profit and loss account. Realised exchange gains and losses are accounted for in the profit and loss account at the date of the transaction.

When there is an economic link between an asset and a liability, they are evaluated according to the method described above and only the unrealised loss is recorded in the net foreign exchange account and unrealised exchange gains are not recorded.

Subsidiary companies keep their accounts in their respective currencies. The assets and liabilities of consolidated subsidiaries are converted into EUR at the year-end exchange rates, while the income and expense items of these subsidiaries are converted at the average exchange rate of the year. The equity of subsidiaries with a currency other than EUR is consolidated at the historical exchange rate prevailing at the date of the acquisition. The related foreign exchange differences are included in the currency exchange reserve.

The main foreign exchange rates used by the Group during the year were as follows:

Currency (against 1 Euro)	2022		2021
	Balance sheet	Profit & loss	Balance sheet	Profit & loss
Czech Republic (CZK)	24.116	24.559	24.858	25.593
Hungary (HUF)	400.87	390.94	369.19	358.48
Switzerland (CHF)	0.9847	1.0052	N/A	N/A
United Kingdom (GBP)	0.8869	0.8524	0.8403	0.8577
United States of America (USD)	1.0666	1.0539	1.1326	1.1787

Intangible fixed assets

Intangible assets are stated at cost less amortisation. Intangible assets are amortised on a straight-line basis over their estimated useful life.

The intangible fixed assets consist of patents and technology rights which are amortised over 3 to 5 years.

Goodwill is an excess of the cost of acquisition over the fair value of the identifiable net assets acquired and is capitalised and amortised over its estimated useful life, with a maximum of 10 years.

Tangible fixed assets

Property, plant and equipment are stated at cost less accumulated depreciation, except for land and construction work in progress which are stated at cost. Expenditure on maintenance and repairs is expensed, while expenditure for improvements is capitalised. Depreciation is provided over the estimated useful lives of the applicable assets using the straight-line method.

The estimated years of depreciation of the principal classes of assets are as follows:

Asset class	Estimated useful lives
Buildings	6 - 33 years
Plant and machinery	3 - 10 years
Other fixtures and fittings, tools and equipment	3 - 15 years

Impairment of assets

At each balance sheet date, the Company reviews the carrying amounts of its intangible and tangible assets to determine whether there is any indication that those assets have suffered a permanent impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the permanent impairment loss.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are immediately expensed in the consolidated profit and loss account.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, provided that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately in the consolidated profit and loss account. Any goodwill impairment, once recognised, is permanent.

Financial assets

Other (non-consolidated) participating interests, defined as financial assets, are stated at their acquisition cost, less any value adjustments related to durable impairment. These value adjustments are not continued, if the reasons for which the value adjustments were made cease to apply. A value adjustment is recorded at the end of each year in case the recoverable value is estimated to be permanently lower than the nominal value.

Stocks

Stocks of raw materials, spare parts and consumables are valued using weighted average cost prices. A value adjustment is recorded where the net realizable value is below the purchase price. These value adjustments are not continued, if the reasons for which the value adjustments were made cease to apply.

Stocks of finished goods and work in progress are valued at the lower of production cost (including the purchase price of raw materials and consumables, the costs directly attributable to production and a proportion of the costs indirectly attributable to the product in question) and net realisable value. A value adjustment is recorded where the net realisable value is below the production cost. These value adjustments are not continued, if the reasons for which the value adjustments were made cease to apply.

Debtors

Debtors are recorded at their nominal value. A value adjustment is made when their reimbursement is partly or completely compromised. These value adjustments are not continued, if the reasons for which the value adjustments were made have ceased to apply.

Prepayments and deferred charges

Prepayments are recorded at their nominal value where payments exceed received contractual services or deliveries of goods. Deferred charges include expenditures paid during the financial year but relating to a subsequent financial year.

Cash and cash equivalents

Cash and cash equivalents consist of bank balances, cash on hand and short-term deposits. Cash and cash equivalents are recorded at nominal value.

Provisions

Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provisions may also be created to cover charges that have originated in the financial year under review or in a previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provision for taxation mainly reflect taxes owed for the taxable income of the year. Income taxes are generally calculated at year end for each taxable entity separately. Amounts paid during the fiscal year are deducted and the remainder is reflected in the section provision for taxation. All amounts calculated are prior to potential tax audits by the respective tax authorities.

Provisions are shown at their expected repayment value, except the provision for pensions and other employee benefits, which is determined on the basis of present cash value by actuarial methods.

Provisions for pensions are based on actuarial computations made according to "The Projected Unit Credit Method". Actuarial gains and losses are the result of period-on-period changes in the actuarial assumptions, used to measure the Group's obligations and plan assets, as well as differences between the actuarial assumptions and the actual results; they are influenced by assumptions covering the future development of wages and salaries, future pension payments, interest rates and the performance of plan assets. Actuarial gains and losses are recognised over the average remaining service time of the employees. The computations of provisions are based on actuarial reports.

Other employee benefits are based upon the best estimates for settlement of these liabilities at the balance sheet date. Relevant variables to calculate these estimates are the participating employees, wages and salaries, percentage of allowance, past and future number of years of service and the likelihood of settlement of the employee benefit.

Creditors

Creditors are stated at their repayment value. When the amount to repay is higher than the amount received, the difference is shown as an asset and depreciated on a straight-line basis over the debt duration as prepayments. The related expense is included in the profit and loss account.

Formation expenses

Non-material formation expenses are expensed when incurred. Material formation expenses are capitalised and amortised on a straight-line basis within a period not exceeding 5 years.

Revenue recognition

Sales represent the invoiced value of goods shipped and services rendered by the respective company during the year, net of trade and quantity discounts, value added tax and other taxes directly linked to the turnover.

Deferred income

Deferred income reflects money earned for goods or services which have not yet been delivered.

Research and development expenses

Research and development expenses are expensed when incurred.

General and administrative expenses

Production costs, direct expenses and related selling and distribution expenses, which are not deducted from sales, are recorded in their respective expense accounts. All other expenses such as rent, advertising, marketing, accounting, travel, etc., are classified as general and administration expenses.

Taxes

Taxes include the current and non-current payable or receivable relating to the profit of the year under review. Deferred tax assets and liabilities are calculated at the tax rates effective at the end of the year under review, or at the rates effective in the years to come in so far as these have already been determined by law. Deferred tax assets from unused tax losses are only recognised to the extent that it is probable that taxable profits will be available against which the carry forward of unused tax credits and unused tax losses can be utilised.

Deferred tax liabilities relating to withholding taxes are included, only if and to the extent that Group companies intend to distribute the profits in the form of dividend in the near future.

Note 3 - Non-current assets

As at 31 December 2022, movements in intangible assets, tangible assets and financial assets were as disclosed in the following table:

	Acquisition cost
	As at 01.01.2022	Additions	CCY ex. Differences
	EUR	EUR	EUR
I. Intangible assets
1. Internally generated intangible assets	871,074	54,720	0
2. Concessions, patents, licenses, trade marks and similar right and assets, acquired for valuable consideration	18,418,557	604,636	21,877
3. Goodwill	274,471,363	-64,000	-1,113
4. Payments on account	1,257,825	568,133	0
Total intangible assets	295,018,819	1,163,489	20,765
II. Tangible assets
1. Land and buildings	4,076,257	43,929	-45,102
2. Plant and machinery	30,411,611	3,361,327	493,254
3. Other fixtures and fittings, tools and equipment	15,981,362	1,430,131	2,949
4. Payments on account and tangible assets in the course of constructions	479,360	1,300,053	403
Total tangible assets	50,948,591	6,135,440	451,503
III. Financial assets
1. Participating interests	50	0	0
2. Other loans	11,050	553	0
Total financial assets	11,100	553	0
Total non-current assets	345,978,509	7,299,482	472,268

	Acquisition cost
	Change in scope of consolidation	Disposals and reclassifications	As at 31.12.2022
	EUR	EUR	EUR
I. Intangible assets
1. Internally generated intangible assets	0	8,920	934,714
2. Concessions, patents, licenses, trade marks and similar right and assets, acquired for valuable consideration	422,797	-8,219	19,459,648
3. Goodwill	23,245,222	0	297,651,472
4. Payments on account	0	-8,920	1,817,038
Total intangible assets	23,668,018	-8,219	319,862,872
II. Tangible assets
1. Land and buildings	0	121,456	4,196,540
2. Plant and machinery	7,209,606	456,253	41,932,051
3. Other fixtures and fittings, tools and equipment	300,477	-409,277	17,305,642
4. Payments on account and tangible assets in the course of constructions	0	-1,126,044	653,771
Total tangible assets	7,510,083	-957,612	64,088,004
III. Financial assets
1. Participating interests	0	0	50
2. Other loans	0	0	11,603
Total financial assets	0	0	11,653
Total non-current assets	31,178,101	-965,831	383,962,529

	Accumulated depreciation
	As at 01.01.2022	Additions	CCY ex. Differences
	EUR	EUR	EUR
I. Intangible assets
1. Internally generated intangible assets	-293,337	-98,386	0
2. Concessions, patents, licenses, trade marks and similar right and assets, acquired for valuable consideration	-15,441,126	-2,044,178	1,505
3. Goodwill	-115,799,570	-28,854,853	1,113
4. Payments on account	0	0	0
Total intangible assets	-131,534,032	-30,997,416	2,618
II. Tangible assets
1. Land and buildings	-1,947,578	-182,946	15,397
2. Plant and machinery	-24,459,762	-3,618,640	-38,977
3. Other fixtures and fittings, tools and equipment	-13,037,563	-1,257,653	12,387
4. Payments on account and tangible assets in the course of constructions	0	0	0
Total tangible assets	-39,444,903	-5,059,239	-11,194
III. Financial assets
1. Participating interests	0	0	0
2. Other loans	0	0	0
Total financial assets	0	0	0
Total non-current assets	-170,978,935	-36,056,655	-8,576

	Accumulated depreciation
	Change in scope of consolidation	Disposals and reclassifications	As at 31.12.2022
	EUR	EUR	EUR
I. Intangible assets
1. Internally generated intangible assets	0	0	-391,723
2. Concessions, patents, licenses, trade marks and similar right and assets, acquired for valuable consideration	0	8,370	-17,475,429
3. Goodwill	0	0	-144,653,310
4. Payments on account	0	0	0
Total intangible assets	0	8,370	-162,520,461
II. Tangible assets
1. Land and buildings	0	0	-2,115,128
2. Plant and machinery	0	287,555	-27,829,824
3. Other fixtures and fittings, tools and equipment	0	486,985	-13,795,843
4. Payments on account and tangible assets in the course of constructions	0	0	0
Total tangible assets	0	774,540	-43,740,795
III. Financial assets
1. Participating interests	0	0	0
2. Other loans	0	0	0
Total financial assets	0	0	0
Total non-current assets	0	782,910	-206,261,256

Non-current assets	Book value
	31.12.2022	31.12.2021
	EUR	EUR
I. Intangible assets
1. Internally generated intangible assets	542,991	577,737
2. Concessions, patents, licenses, trade marks and similar right and assets, acquired for valuable consideration	1,984,219	2,977,431
3. Goodwill	152,998,162	158,671,793
4. Payments on account	1,817,038	1,257,825
Total intangible assets	157,342,411	163,484,786
II. Tangible assets
1. Land and buildings	2,081,413	2,128,679
2. Plant and machinery	14,102,227	5,951,850
3. Other fixtures and fittings, tools and equipment	3,509,798	2,943,800
4. Payments on account and tangible assets in the course of constructions	653,771	479,360
Total tangible assets	20,347,209	11,503,688
III. Financial assets
1. Participating interests	50	50
2. Other loans	11,603	11,050
Total financial assets	11,653	11,100
Total non-current assets	177,701,273	174,999,574

The Board of Managers is of the opinion that the fair value of each non-current asset is above its corresponding book value, and thus no value adjustment for permanent diminution in value was recorded.

The Group acquired Ringele AG on 13 April 2022, with economic effective date 1 January 2022. Following this acquisition, the Group added net intangible and tangible assets for a total amount of CHF 8,250,799 (EUR 8 million) to its balance sheet.

Note 4 - Deferred tax assets and liabilities

As at 31 December 2022, the company did not recognise any deferred tax assets.

Deferred tax liabilities arise for example when the Company has a certain amount of income for an accounting period and that amount is different from the taxable amount on the current year tax return. The estimated amount of tax payable on a future date will be recognised in the balance sheet as a deferred tax liability. As at 31 December 2022, deferred tax liabilities amounted to EUR 349,931 (2021: EUR 323,313).

Note 5 - Stocks

As at 31 December 2022 and 31 December 2021, stocks consisted of raw materials and consumables, work in progress and finished goods and goods for resale as disclosed in the consolidated balance sheet.

The Board of Managers is of the opinion that the latest net realisable value for stocks is at least equal to the book value of stocks.

Note 6 - Debtors

As at 31 December 2022, debtors mainly consisted of trade debtors and other debtors due and payable within one year. The following table provides a breakdown between trade debtors and other debtors becoming due and payable within one year and after more than one year:

The increase of EUR 8,667,379 in trade debtors is mainly driven by ATEK & Rietschoten (EUR 1,804,883), Thun (EUR 1,836,197), and Ringele (EUR 4,100,999).

As at 31 December 2022, other debtors becoming due and payable within one year in the amount of EUR 3,096,654 mainly consists of value added tax receivables, advance net wealth taxes paid, corporation and salary taxes recoverable, as well as sundry amounts recoverable.

Debtors	2022	2021
	EUR	EUR
Trade debtors
- becoming due and payable within one year	26,024,913	17,363,333
- becoming due and payable after more than one year	6,808	1,009
Other debtors
- becoming due and payable within one year	3,088,738	1,458,953
- becoming due and payable after more than one year	5,650	14,590
Total Debtors	29,126,109	18,837,885

Note 7 - Prepayments and deferred charges

As at 31 December 2022, prepayments and deferred charges mainly consisted of financing costs, as disclosed in the following table:

Prepayments and deferred charges	2022	2021
	EUR	EUR
Rental fees	77,954	26,973
Financing costs	225,237	809,102
Insurance, services and certificates	521,371	434,047
Other	436,524	426,661
Total prepayments	1,261,086	1,696,782

In 2022, financing costs mainly include structuring fees in relation to the group revolving credit facility of the Company in the amount of EUR 38,340 (2021: EUR 323,696), and prepaid structuring fees at BID Group of EUR 186,897 (2021: EUR 428,649). Structuring fees are paid when the Company raises new debt finance. They are capitalised and amortised over the lifetime of the debt.

Note 8 - Capital and reserves

8.1 Subscribed capital

The Company's subscribed capital is fixed at twelve thousand five hundred Euro (EUR 12,500) divided into one hundred (100) shares in registered form with a par value of one hundred and twenty-five Euro (EUR 125) each, all subscribed and fully paid-up.

The share capital of the Company may be increased or reduced once or several times by a resolution of the general meeting of members, adopted in the manner required for the amendment of its articles.

8.2 Other reserves

The other reserves account constitutes payments into the special equity reserve account made by the Company's sole shareholder Obermark (SCA) SICAR. As at 31 December 2022, an amount of EUR 45,338,638 was booked as other reserves.

For the period from 1 January 2022 to 31 December 2022, movements in capital and reserves were as follows:

	Obermark Value
2021	Subscribed Capital	Currency Translation Adjustment	Legal reserves
	EUR	EUR	EUR
As at the beginning of the year	12,500	-386,193	1,250
Movements during the year	0	82,131	0
Net dividends paid	0	0	0
Consolidation adjustments	0	-936	0
Consolidated profit or (-) loss of the year	0	0	0
As at the end of the year	12,500	-304,998	1,250

	Obermark Value
2021	Other reserves	Consolidated profit or loss of the year	Net equity
	EUR	EUR	EUR
As at the beginning of the year	45,463,638	-28,964,392	16,126,803
Movements during the year	-125,000	0	-42,869
Net dividends paid	0	0	0
Consolidation adjustments	0	0	-936
Consolidated profit or (-) loss of the year	0	-9,368,177	-9,368,177
As at the end of the year	45,338,638	-38,332,569	6,714,821

	Minority interest
2021	Net equity	Consolidated net equity
	EUR	EUR
As at the beginning of the year	626,716	16,753,519
Movements during the year	0	-42,869
Net dividends paid	-23,190	-23,190
Consolidation adjustments	57,023.85	56,087
Consolidated profit or (-) loss of the year	350,026	-9,018,151
As at the end of the year	1,010,575	7,725,397

	Obermark Value
2022	Subscribed Capital	Currency Translation Adjustment	Legal reserves
	EUR	EUR	EUR
As at the beginning of the year	12,500	-304,998	1,250
Movements during the year	0	480,420	0
Net dividends paid	0	0	0
Consolidation adjustments	0	0	0
Consolidated profit or (-) loss of the year	0	0	0
As at the end of the year	12,500	175,421	1,250

	Obermark Value
2022	Other reserves	Consolidated cumulative profit or loss	Net equity
	EUR	EUR	EUR
As at the beginning of the year	45,338,638	-38,332,569	6,714,821
Movements during the year	0	0	480,420
Net dividends paid	0	0	0
Consolidation adjustments	0	0	0
Consolidated profit or (-) loss of the year	0	-11,196,522	-11,196,522
As at the end of the year	45,338,638	-49,529,092	-4,001,282

	Minority interest
2022	Net equity	Consolidated net equity
	EUR	EUR
As at the beginning of the year	1,010,575	7,725,397
Movements during the year	49,726	530,145
Net dividends paid	-58,515	-58,515
Consolidation adjustments	42,358	42,358
Consolidated profit or (-) loss of the year	403,286	-10,793,237
As at the end of the year	1,447,430	-2,553,852

Minority interest relates to the 49 % participation held by the executive director of Force Global LLC., Delaware, USA, and to the 10 % participation held by the executive director of inotec Barcode Security S.à r.l., France (see note 22.1).

Consolidated net equity became negative this year because of cumulative amortisation of goodwill, which represents EUR 135,569,113 in 2022 (2021: EUR 106,714,261). In the absence of goodwill amortisation, consolidated net equity would have been EUR 133,508,339 in 2022 (2021: EUR 114,439,658).

8.3 Legal reserves

The Company is required to transfer a minimum of 5 % of its net profit for each financial year to a legal reserve, provided that there is no loss brought forward equal to or exceeding the net profit of the respective year. This requirement ceases to be necessary once the balance on the legal reserve reaches 10 % of the issued share capital. The legal reserve is not available for distribution to the members. As at 31 December 2022, an amount of EUR 1,250 was booked as legal reserve.

Note 9 - Provisions

As at 31 December 2022, provisions were recorded as follows:

Provisions	2022	2021
	EUR	EUR
Provisions for pensions and other similar obligations	86,292	51,691
Provisions for taxation	2,608,727	1,186,010
Other provisions
- Personnel expenses	2,668,398	1,862,787
- Warranties and guarantees on products	947,385	761,988
- Annual audit fees	571,351	454,114
- Client rebates and incentives for sales representatives	681,341	864,060
- Others	571,451	737,871
Total other provisions	5,439,927	4,680,821
Total provisions	8,134,945	5,918,522

Provisions for pensions and other similar obligations

This item relates to the pension plans of Thun Automotive GmbH. The pension scheme is closed.

Provisions for taxation

Provisions for taxation represent an estimate of the aggregate amount corporation tax bill payable by the portfolio companies in the year ended 31 December 2022.

Other provisions

Under this caption, provisions for personnel expenses represent the accrual of overtime pay, paid leave, employee cooperative contributions, and employee bonus earned during the year but not yet paid as at the reporting date.

Note 10 - Creditors

Amounts due and payable for the accounts shown under creditors are as follows:

Creditors	Within one year	After one year and within five years	After more than five years	2022 Total	2021 Total
	EUR	EUR	EUR	EUR	EUR
Amounts owed to credit institutions	115,878,420	48,746,546	0	164,624,966	145,845,395
Payments received on account of orders	527,014	0	0	527,014	465,658
Trade creditors	14,159,489	0	0	14,159,489	9,199,659
Amounts owed to shareholder	792,874	23,017,124	0	23,809,998	33,706,261
Other creditors	9,321,065	41,231,859	0	50,552,924	44,143,624
Total creditors	140,678,862	112,995,529	0	253,674,391	233,360,597

Effective 15 May 2018, the Group entered into a senior revolving credit facility, thereby implementing new debt financing at Group level. The credit facility was in the amount of EUR 70,000,000. As a result, external debt financing in place on 15 May 2018 at Portfolio Company level was refinanced via the implementation of new or additional shareholder loans between the Company and the respective Portfolio Company. As at 31 December 2022, a total nominal amount of EUR 79,000,000 was drawn from the revolving credit facility. As at the balance sheet date, interest expenses in the amount of EUR 457,521 are accrued. Effective 27 March 2020, Obermark increased the senior revolving credit facility from EUR 70,000,000 by EUR 30,000,000 to EUR 100,000,000. A second consort also joined the consortium on that date. The facility would have expired on 15 May 2023. Consequently, both nominal and accrued interest are classified in the balance sheet as "expiring within one year".

The subordinated loan received from a mezzanine capital provider originally had a maximum amount of EUR 30,000,000. The first tranche in the amount of EUR 15,000,000 was drawn on 1 October 2019. No further tranches have been, and since 1 October 2020 may be, drawn under this loan agreement. There is no commitment fee. The facility has a term of seven years from the date of the first drawdown and would have expired on 1 October 2026. As at the balance sheet date, interest expenses in the amount of EUR 1,718,177 are accrued.

Effective 15 May 2018, YKS Management GmbH entered into acquisition financing consisting of (i) a senior secured amortising bank loan and (ii) a subordinated loan.

The senior secured amortising bank loan was initially in the amount of EUR 72,000,000. By 31 December 2022, a cumulative principal amount of EUR 36,250,000 was repaid resulting in a nominal amount of EUR 35,750,000 outstanding as at 31 December 2022. The facility would have expired on 15 May 2023. Consequently, both nominal and accrued interest are classified in the balance sheet as "expiring within one year".

The subordinated loan YKS Management GmbH received on 15 May 2018 from a mezzanine capital provider was initially in the amount of EUR 27,000,000. As at the balance sheet date, a cumulative amount of accrued interest of EUR 4,509,827 (2021: EUR 3,477,244) was capitalised resulting in a nominal amount of EUR 31,509,827 as at 31 December 2022. This loan would have expired on 15 May 2025.

Effective 16 March 2023, the Group secured a revolving credit facility in the amount of EUR 180,000,000, which may be extended to up to EUR 220,000,000. The new revolving credit facility was provided by a consortium of four banks, and it expires on 16 March 2026. Effective 16 March 2023, the Group also increased the amount of the subordinated loan from EUR 16,842,310 by EUR 31,743,787 to a total amount of the new subordinated loan of EUR 48,586,097. The so increased subordinated loan was granted by the existing subordinated capital provider, and it expires on 16 September 2026.

The new external senior and subordinated debt financing at Group level was used (i) to reimburse the Company's existing senior revolving credit facility with a total nominal amount of EUR 79,000,000 which would have expired on 15 May 2023, and (ii) to refinance the senior, subordinated and vendor loan facilities of the Portfolio Company BID Group. For this latter purpose, the Company provided a shareholder loan to the Portfolio Company BID Group in the amount of EUR 103,468,798.

The Company has to comply with financial and non-financial covenants.

Amounts owed to credit institutions and the mezzanine capital provider of EUR 96,175,698 (2021: EUR 70,179,319) are secured by guarantee arrangements as at 31 December 2022 between the Company and each of the following Portfolio Companies:

(i)	HOP Holding GmbH and Holzhauer-Pumpen GmbH,
(ii)	TA Holding GmbH and Thun Automotive GmbH,
(iii)	INO Holding GmbH and inotec Barcode Security GmbH,
(iv)	PRO Management GmbH and ROPEX Industrie-Elektronik GmbH,
(v)	HOP Holding S.à r.l. and
(vi)	KETA Management GmbH as the holding company of ATEK and, following the merger by absorption of R&H Holding of 22 July 2021, as successor holding company of Deutsche van Rietschoten & Houwens GmbH.

As at 31 December 2022, amounts owed by BID Group to credit institutions and the mezzanine capital provider of EUR 77,112,582 (2021: EUR 82,250,391) are secured by guarantee arrangements at the level of BID Group.

Amounts owed to shareholders are mainly in relation to two separate loans granted by the sole shareholder Obermark (SCA) SICAR to the Company to finance the acquisition of 100 % of the shares of ROPEX and ATEK.

As at 31 December 2022, the total interest payable on amounts owed to shareholder is EUR 792,874 (2021: EUR 1,121,807).

The other creditors are mainly composed of a vendor loan of EUR 41,231,859 (2021: EUR 38,499,467) received on 16 May 2018 by the BID Group.

Note 11 - Deferred income

Deferred income is mainly composed of advanced payments on energy supplies.

Note 12 - Net turnover

As at 31 December 2022, net turnover is primarily broken down by geographical markets as follows:

Net turnover	2022		2021
	EUR	%	EUR	%
Geographical markets
Germany	150,068,503	55.9 %	131,088,791	62.9 %
The Netherlands	7,470,034	2.8 %	8,947,130	4.3 %
Luxemburg	4,493,093	1.7 %	5,545,688	2.7 %
Austria	6,755,118	2.5 %	8,551,402	4.1 %
Poland	6,250,043	2.3 %	5,912,488	2.8 %
Portugal	3,943,335	1.5 %	3,140,062	1.5 %
United States of America	6,041,725	2.3 %	4,753,616	2.3 %
United Kingdom	3,664,496	1.4 %	3,322,117	1.6 %
Hungary	4,793,598	1.8 %	3,930,354	1.9 %
France	6,971,554	2.6 %	4,862,996	2.3 %
Switzerland	36,048,722	13.4 %	2,353,916	1.1 %
Czech Republic	2,749,824	1.0 %	2,544,195	1.2 %
Hong Kong	9,048,840	3.4 %	4,424,645	2.1 %
Belgium	2,424,413	0.9 %	2,413,372	1.2 %
Italy	2,870,676	1.1 %	2,280,721	1.1 %
Romania	4,805,888	1.8 %	3,422,951	1.6 %
China	1,248,015	0.5 %	1,637,704	0.8 %
Slovakia	2,166,086	0.8 %	2,020,034	1.0 %
Spain	1,306,487	0.5 %	1,025,846	0.5 %
Bangladesh	450,350	0.2 %	309,296	0.1 %
Others	4,926,812	1.8 %	5,979,679	2.9 %
Total	268,497,613	100.0 %	208,467,004	100.0 %

Overall, net turnover by regional markets remains constant. The sales increase in Switzerland reflects the one-off effect of the acquisition of Ringele, which is based in Switzerland, in April 2023.

Group net turnover was primarily generated from the automotive supply industry; the fire protection industry; the logistics and labelling industry; the industrial drives and brakes industry; the sealing and packaging industry; the medical technology, semiconductor, railway, aerospace and defence as well as automation industries; and the debt collection and debt purchasing industry (2021: the same except the medical technology, semiconductor, railway, aerospace and defence, and automation industries, which are being served by the Group since the acquisition of Ringele).

Note 13 - Other operating income

Other operating income remained stable at EUR 1,541,093 in 2022 (2021: EUR 1,548,053).

Note 14 - Raw materials and consumables and other external expenses

The cost of raw materials, consumables and other external expenses in 2022 (EUR 98,512,859) increased by EUR 27,552,508 compared to 2021 (EUR 70,960,352). This increase reflects the (i) acquisition of Ringele, and (ii) price increases of supplies reflecting the impact of the shortage of raw materials, components and resulting supply chain bottlenecks experienced in various industries since the resumption of activity following the COVID-19 pandemic.

Note 15 - Staff

The Company employed an average of full-time equivalents during the financial year broken down by category as follows:

Staff	2022	2021
Managing directors	22	19
Engineering	93	61
Administration (finance, IT, HR, assistance)	92	105
Sales and marketing	110	95
Operations	935	755
Total	1,252	1,035

The increase in average full-time equivalent employees during the year results from organic growth (30 additional full-time equivalent employees) and the acquisition of Ringele (an additional 191 full-time equivalent employees). Personnel expenses increased by EUR 20,248,204 compared to prior year. As a percentage of sales, staff costs increased in 2022 compared to prior year.

Note 16 - Other operating expenses

Other operating expenses in 2022 (EUR 55,402,170) increased by EUR 11,350,365 in absolute terms, compared to last year (EUR 44,051,805). Out of this amount, EUR 6,553,619 is from Ringele. As a percentage of total sales, other operating expenses remain at the same level in 2022 (21 %) as in 2021 (21 %).

Note 17 - Auditor's fees

The total audit and tax advisory fees accrued by the Company and estimated to be due to the auditors and tax advisors for the current year are as follows:

	2022	2021
	EUR	EUR
Audit fees	809,071	629,335
Accounting and tax related fees	330,471	130,211
Total	1,139,542	759,546

For the financial year ended 31 December 2022, audit fees accrued for EY and Weilep audit GmbH amounted to EUR 452,367 and EUR 382,739, respectively.

Note 18 - Off balance sheet items and contingent liabilities

The financial commitments of the Company are as follows:

Off balance sheet items	2022	2021
	EUR	EUR
Long-term rental commitments	28,709,659	20,368,917
Leasing (rate not yet paid)	6,099,046	2,461,323
Order commitments	4,743,413	4,165,378
Guarantees received	465,000	2,155,000
Others	42,578	112,500
Hedging instruments valued at fair value	103,636	293,410
Total	40,163,332	29,556,528

Contingent liabilities	2022	2021
	EUR	EUR
Share pledge agreements and guarantees	183,978,004	186,706,300
Mortgage on property	250,000	350,000
Total	184,228,004	187,056,300

Long-term rental commitments mainly relate to the rent of office buildings and production facilities. The increase in 2022 reflects the renewal of existing or new rental agreements for some Portfolio Companies as well as the rental commitments of the newly acquired Ringele.

Leasing mainly relates to leasing contracts for investments in property, plant and equipment, and company cars.

Order commitments are related to guarantee order allotments agreed with suppliers.

Guarantees received are mainly related to surety credits with credit institutions that are usually required from the suppliers in the construction industry.

Hedging instruments relate to an interest rate swap agreement between the Company and a credit institution. It was entered into to mitigate the risk of interest rate increase. The interest rate swap is, in respect of maturity dates, aligned to the credit facility and covers a nominal amount of EUR 24,950,000 (2021: EUR 29,590,000) of the credit facility.

Hedging instruments also relate to an interest rate swap agreement between the BID Group and a credit institution. It was entered into to mitigate the risk of interest rate increase. The interest rate swap is, in respect of maturity dates, aligned to the bank loan agreement and covers a nominal amount of EUR 21,450,000 (2021: EUR 26,250,000) of the credit facility.

Share pledge agreements relate to amounts owed by YKS Management GmbH, the acquisition company of the BID Group, to credit institutions and the subordinated capital provider. Guarantees are related to credit facilities with credit institutions and the subordinated capital provider at Group level of EUR 115,000,000 (drawn as at 31 December 2022: EUR 96,175,698), under which Holzhauer, Thun, inotec, ROPEX, and ATEK & Rietschoten are jointly liable to the credit institution (see note 10).

Mortgage on property is related to inotec's mortgage loan on its real estate asset.

Note 19 - Related party transactions

There were no material transactions with related parties entered into by the Company, or any other company included in the consolidation, that were not conducted at arm's length. In case related party transactions occur, the Group ensures they are transacted at arm's length.

Note 20 - Transactions with members of the managing and/or supervising bodies

As at 31 December 2022, the total amount of emoluments granted in respect of the financial year to the members of the Board of Managers was EUR 17,550 (2021: EUR 17,550).

Note 21 - Subsequent events

No significant subsequent events other than those set forth below require disclosure as at the date of the approval of these annual accounts.

Effective 16 March 2023, the Group secured a revolving credit facility in the amount of EUR 180,000,000, which may be extended to up to EUR 220,000,000. The new revolving credit facility was provided by a consortium of four banks, and it expires on 16 March 2026. Effective 16 March 2023, the Group also increased the amount of the subordinated loan from EUR 16,842,310 by EUR 31,743,787 to a total amount of the new subordinated loan of EUR 48,586,097. The so increased subordinated loan was granted by the existing subordinated capital provider, and it expires on 16 September 2026.

The new external senior and subordinated debt financing at Group level was used (i) to reimburse the Company's existing senior revolving credit facility with a total nominal amount of EUR 79,000,000 which would have expired on 15 May 2023, and (ii) to refinance the senior, subordinated and vendor loan facilities of the Portfolio Company BID Group. For this latter purpose, the Company provided a shareholder loan to the Portfolio Company BID Group in the amount of EUR 103,468,798. The new revolving credit facility and the subordinated loan require compliance with certain financial and non-financial covenants. As at the date of the approval of the annual accounts the Company is in compliance with its covenants.

Note 22 - Other information

22.1 List of group companies of Obermark Value (S.à r.l.) as at 31 December 2022:

Consolidated companies:

The following companies are fully consolidated:

Company	Principal place of business	Percentage of interest / control	Percentage of interest / control
		31.12.2022	31.12.2021
Deutsche van Rietschoten & Houwens GmbH	Germany	100 %	100 %
HOP Holding S.à r.l.	Luxembourg	100 %	100 %
HOP Holding GmbH	Germany	100 %	100 %
Holzhauer Pumpen GmbH	Germany	100 %	100 %
Holzhauer Pumpen Service AG	Switzerland	51 %	0 %
TA Holding GmbH	Germany	100 %	100 %
Thun Automotive GmbH	Germany	100 %	100 %
Thun Hungary Kft	Hungary	100 %	100 %
Wiemann GmbH i.L. (in liquidation)	Germany	100 %	100 %
INO Holding GmbH	Germany	100 %	100 %
inotec Barcode Security GmbH	Germany	100 %	100 %
Identytag GmbH	Germany	100 %	100 %
Winckel GmbH	Germany	100 %	100 %
inotec Barcode Security S.à r.l.	France	90 %	90 %
inotec Barcode Security Ltd	United Kingdom	100 %	100 %
inotec Barcode Security B.V.	Netherlands	100 %	100 %
inotec Barcode Security s.r.o.	Czech Republic	100 %	100 %
inotag GmbH	Germany	100 %	100 %
PRO Management GmbH	Germany	100 %	100 %
ROPEX Industrie-Elektronik GmbH	Germany	100 %	100 %
Force Global LLC	United States of America	51 %	51 %
YKS Management S.à r.l.	Luxembourg	100 %	100 %
YKS Management GmbH	Germany	100 %	100 %
BID Bayerischer Inkasso Dienst GmbH	Germany	100 %	100 %
Pro Cash Collection Services GmbH	Germany	100 %	100 %
Pro Faktura Auslandsinkasso GmbH	Germany	100 %	100 %
YKS Finance GmbH	Germany	100 %	100 %
CRIF Bürgel Coburg GmbH	Germany	100 %	100 %
KETA Management GmbH	Germany	100 %	100 %
ATEK Antriebstechnik Willi Glapiak GmbH	Germany	100 %	100 %
Ringele AG	Switzerland	100 %	0 %

22.2 Cash movements

Cash movements during the financial years that ended 2022 and 2021 were as follows:

	2022	2021
	EUR	EUR
Profit/(loss) from operating activities for the financial year	(11,196,522)	(9,368,177)
Adjustments for
Depreciation/(write-up) of tangible and intangible assets	36,715,892	31,593,340
Increase/(decrease) of liabilities	2,216,424	797,656
Other non-cash expense/(income) items	(18,282)	379,913
(Increase)/decrease in inventories, trade receivables
and other operating assets	(18,473,540)	(5,531,591)
Increase/(decrease) in trade payables and other operating liabilities	7,142,449	(1,531,457)
(Gain)/loss from disposal of intangible assets	0	0
Interest expense/(interest income)	13,524,433	13,270,262
Net cash inflow/(outflow) generated from operating activities	29,910,854	29,609,946
Cash flows from investing activities
Payments for intangible assets	(1,184,254)	(1,264,475)
Proceeds from disposals of intangible assets	(2,768)	15,692
Payments for acquisition of subsidiaries
Proceeds from disposals of fixed assets	194,265	963,770
Payments for fixed assets	(6,586,943)	(3,460,413)
Proceeds from disposals of financial assets	(553)	2,500
Payments for additions from first time consolidation	(29,515,178)	0
Interest received	229,752	41,039
Net cash inflow/(outflow) from investing activities	(36,865,679)	(3,701,888)
Proceeds from borrowings	42,550,000	3,000,000
Repayment of borrowings	(37,578,844)	(18,006,064)
Change in minority interest	436,855	0
Interest paid	(6,279,406)	(13,002,945)
Dividends paid to other shareholders holding non-controlling interests	(58,515)	(23,190)
Net cash inflow/(outflow) from financing activities	(929,910)	(28,032,199)
Net increase/(decrease) in cash and cash equivalents	(7,884,734)	(2,124,141)
Cash and cash equivalents at the beginning of the financial year	24,204,771	26,318,944
Effects of exchange rate changes on cash and cash equivalents	107,405	9,969
Cash and cash equivalents at the end of the financial year	16,427,442	24,204,771

The consolidated financial statements as of December 31, 2022 were approved on June 29, 2023.