ÅrsrapportErklæring om udvidet gennemgangRegnskabsklasse BBeierholmLangagervej 19220 Aalborg Ø2025-06-27Anders Christian LindenborgOpinionBasis for Opinion2025-06-272023-01-012023-12-312024-01-012024-12-3143150804ML Energy Solutions ApSTømmervej66650BrørupBrørupBeierholm32895468Tangen98200Aarhus NDanmarktrueWe have on this day presented the annual report for the financial year 01.01.24 - 31.12.24 for ML Energy Solutions ApS.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the company's assets, liabilities and financial position as at 31.12.24 and of the results of the company's activities for the financial year 01.01.24 - 31.12.24.We believe that the management's review includes a fair review of the matters dealt with in the management's review.The annual report is submitted for adoption by the general meeting.Brørup2025-06-27Mikkel Olesen LomborgCEOMikkel BusckChairmanJesper ØstergaardAnders Christian LindenborgTo the capital owners of ML Energy Solutions ApS We have conducted an extended review of the financial statements of ML Energy Solutions ApS for the financial year 01.01.24 - 31.12.24, which comprise income statement, balance sheet, statement of changes in equity and notes to the financial statements, including material accounting policy information. The financial statements are prepared in accordance with the Danish Financial Statements Act. Based on the work performed, in our opinion, the financial statements give a true and fair view of the company's financial position at 31.12.24 and of the results of the company's operations for the financial year 01.01.24 - 31.12.24 in accordance with the Danish Financial Statements Act.We conducted our extended review in accordance with the Danish Business Authority’s Assurance Standard for Small Enterprises and FSR – Danish Auditors’ standard on extended review of financial statements prepared in accordance with the Danish Financial Statements Act. Our responsibilities under those standards and requirements are further described in the ‘Auditor’s responsibilities for the extended review of the financial statements’ section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our basis for conclusion.Without modifying our conclusion, we draw attention to the uncertainty regarding the company’s ability to continue as a going concern. We refer to Note 1, in which management describes the uncertainty and its expectation that sufficient liquidity will be available in 2025. Accordingly, the financial statements have been prepared on a going concern basis. We agree with management’s assessment.Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the the Danish Financial Statements Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the 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 in preparing the financial statements unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.Our responsibility is to express a conclusion on the financial statements. This requires that we plan and perform procedures in order to obtain limited assurance for our conclusion on the financial statements and in addition perform specifically required supplementary procedures to obtain further assurance for our conclusion. An extended review comprises procedures that primarily consist of inquiries to management and others within the company, as appropriate, analytical procedures, the specifically required supplementary procedures as well as evaluation of the evidence obtained. The procedures performed in an extended review are less than those performed in an audit, and accordingly, we do not express an audit opinion on the financial statements.Management is responsible for the management’s review. Our conclusion on the financial statements does not cover the management’s review, and we do not express any form of assurance conclusion there on. In connection with our extended review of the financial statements, it is our responsibility to read the management’s review and in doing so consider whether the management’s review is materially inconsistent with the financial statements or our knowledge obtained during the extended review, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management’s review provides the information required by law and regulations. Based on the work we have performed, we conclude that the management’s review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in the management’s review.AarhusJesper Resdal ThomsenState Authorised Public Accountantmne34536Primary activities The Company’s activities consist of metalworking operations, including the provision of services and ongoing contract work Development in activities and financial affairs The income statement for the period 01.01.24 - 31.12.24 shows a profit/loss of DKK -2,204,028 against DKK -1,697,715 for the period 01.01.23 - 31.12.23. The balance sheet shows equity of DKK -3,061,732. The Excecutive board does not find the financial report for the year to be satisfying. Significant uncertainty as regards going concern For going concern mention we refer to note 1. Subsequent events No important events have occurred after the end of the financial year. 125474331113030921191768413173123103825057299-2010499-1618407331901299022671992298-2204028-169771500-2204028-1697715-2204028-1697715690918900755387367235762296476136445000450004500045000667964806364734631417787346314177805358472908438880611858945508191595532506541374531172612614479941867904211595826742685000050000-3111732-907704-3061732-8577041228489012284890993193104729340761548184741523440940321331591593429394920135319725177690353197221159582674268-220402850000-31117322740938156125920120910911329971190161200017902553178811530320883876995The annual report is presented in accordance with the provisions of the Danish Financial Statements Act (Årsregnskabsloven) for enterprises in reporting class B with application of provisions for a higher reporting class. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including depreciation, amortisation, impairment losses and write-downs, are also recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value of such assets can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company, and the value of such liabilities can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described for each item below. On recognition and measurement, account is taken of foreseeable losses and risks arising before the date at which the annual report is presented and proving or disproving matters arising on or before the balance sheet date. The annual report is presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated using the exchange rates applicable at the transaction date. Exchange rate differences between the exchange rate applicable at the transaction date and the exchange rate at the date of payment are recognised in the income statement as a financial item. Receivables, payables and other monetary items denominated in foreign currencies are translated using the exchange rates applicable at the balance sheet date. The difference between the exchange rate applicable at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest annual report is recognised under financial income or expenses in the income statement. Fixed assets, inventories and other non-monetary assets acquired in foreign currencies are translated using historical exchange rates. Lease payments relating to operating leases are recognised in the income statement on a straight-line basis over the lease term. Gross profit comprises revenue, other operating income and raw materials and consumables and other external expenses. Income from the sale of services is recognised in the income statement in line with completion of services, which means that revenue corresponds to the selling price of the work performed for the year stated on the basis of the stage of completion at the balance sheet date (percentage of completion method). Income from construction contracts involving the delivery of highly customised assets are recognised in the income statement as revenue according to the stage of completion. Accordingly, revenue corresponds to the selling price of work performed during the year (percentage of completion method). Other operating income comprises income of a secondary nature in relation to the enterprise’s activities, including rental income, negative goodwill and gains on the sale of intangible assets and property, plant and equipment. Costs of raw materials and consumables comprise raw materials and consumables used for the year as well as any changes in inventories, including any inventory wastage. Write-downs of inventories of raw materials and consumables are also recognised under raw materials and consumables to the extent that these do not exceed normal write-downs. Other external expenses comprise costs relating to distribution, sales and advertising and administration, premises and bad debts to the extent that these do not exceed normal write-downs. Staff costs comprise wages and salaries as well as other staff-related costs. The depreciation of property, plant and equipment aim at systematic depreciation over the expected useful lives of the assets. Assets are depreciated according to the straight-line method based on the following expected useful lives and residual values: The basis of depreciation is the cost of the asset less the expected residual value at the end of the useful life. Moreover, the basis of depreciation is reduced by any impairment losses. The useful life and residual value are determined when the asset is ready for use and reassessed annually. Property, plant and equipment are impaired in accordance with the accounting policies referred to in the ‘Impairment losses on fixed assets’ section. Other operating expenses comprise costs of a secondary nature in relation to the enterprise’s activities, including costs relating to rental activities and losses on the sale of intangible assets and property, plant and equipment. Interest income and interest expenses, foreign exchange gains and losses on transactions denominated in foreign currencies etc. are recognised in other net financials. The current and deferred tax for the year is recognised in the income statement as tax on the profit/loss for the year with the portion attributable to the profit/loss for the year, and directly in equity with the portion attributable to amounts recognised directly in equity. The company is jointly taxed with Danish consolidated enterprises. In connection with the settlement of joint taxation contributions, the current Danish income tax is allocated between the jointly taxed enterprises in proportion to their taxable incomes. This means that enterprises with a tax loss receive joint taxation contributions from enterprises which have been able to use this loss to reduce their own taxable profit. Property, plant and equipment Property, plant and equipment comprise leasehold improvements as well as other fixtures and fittings, tools and equipment. Property, plant and equipment are measured in the balance sheet at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and expenses resulting directly from the purchase until the asset is ready for use. Interest on loans arranged to finance production is not included in the cost. Property, plant and equipment are depreciated using the straight-line method based on useful lives and residual values, which are stated in the ‘Depreciation and impairment losses' section. Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal less any costs of disposal. The carrying amount of fixed assets which are not measured at fair value is assessed annually for indications of impairment over and above what is reflected in depreciation. If the company's realised return on an asset or a group of assets is lower than expected, this is considered an indication of impairment. If there are indications of impairment, an impairment test is conducted of individual assets or groups of assets. The assets or groups of assets are impaired to the lower of recoverable amount and carrying amount. The higher of net selling price and value in use is used as the recoverable amount. The value in use is determined as the present value of expected net cash flows from the use of the asset or group of assets as well as expected net cash flows from the sale of the asset or group of assets after the expiry of their useful lives. Impairment losses are reversed when the reasons for the impairment no longer exist. Inventories are measured at cost calculated according to the FIFO-method. Inventories are written down to the lower of cost and net realisable value. The cost of raw materials and consumables as well as goods for resale is determined as purchase prices plus expenses resulting directly from the purchase. The net realisable value of inventories is determined as the selling price less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and the expected development in the selling price. Receivables are measured at amortised cost, which usually corresponds to the nominal value, less write-downs for bad debts. Write-downs for bad debts are determined based on an individual assessment of each receivable if there is no objective evidence of individual impairment of a receivable. Deposits recognised under assets comprise deposits paid to the lessor under leases entered into by the company. Work in progress for third parties is measured at the selling price of the work performed less on-account invoicing made for each piece of work in progress. The selling price is measured according to the stage of completion at the balance sheet date and total expected income from each piece of work in progress. The degree of completion for each piece of work in progress is normally calculated as the ratio between the resources spent and the total budgeted resource consumption. For some work in progress where the resource consumption cannot be used as a basis, the ratio between completed subactivities and the combined subactivities for the individual piece of work in progress is used instead. When the selling price of a piece of work in progress cannot be determined reliably, the selling price is measured at the lower of costs incurred and net realisable value. The individual piece of work in progress is recognised under receivables or payables in the balance sheet depending on whether the net value of the selling price less prepayments received is positive or negative. When it is likely that the total costs of the individual piece of work in progress will exceed total sales income, the total expected loss is recognised as a provision. Prepayments recognised under assets comprise costs incurred in respect of subsequent financial years. Current tax payable and receivable is recognised in the balance sheet as tax computed on the basis of the taxable income for the year, adjusted for tax paid on account. Joint taxation contributions payable and receivable are recognised as income tax under receivables or payables in the balance sheet. Deferred tax liabilities and tax assets are recognised on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting the net profit or loss for the year or the taxable income. In cases where the tax value can be determined according to different taxation rules, deferred tax is measured on the basis of management’s intended use of the asset or settlement of the liability. Deferred tax assets are recognised, following an assessment, at the expected realisable value through offsetting against deferred tax liabilities or elimination in tax on future earnings. Deferred tax is measured on the basis of the tax rules and at the tax rates which, according to the legislation in force at the balance sheet date, will be applicable when the deferred tax is expected to crystallise as current tax. Long-term payables are measured at cost at the time of contracting such liabilities (raising of the loan). The payables are subsequently measured at amortised cost where capital losses and loan expenses are recognised in the income statement as a financial expense over the term of the payable on the basis of the calculated effective interest rate in force at the time of contracting the liability. Short-term financial payables are measured at amortised cost, normally corresponding to the nominal value of such payables. Other short-term payables are measured at net realisable value. Figures in DKK Share capital Retained earnings Total equity Statement of changes in equity for 01.01.24 - 31.12.24 Balance as at 01.01.24 50,000 -907,704 -857,704 Net profit/loss for the year 0 -2,204,028 -2,204,028 Balance as at 31.12.24 50,000 -3,111,732 -3,061,732 The company’s financial position indicates uncertainty regarding its ability to continue as a going concern. The company has invested in its ongoing efforts to secure construction contracts and to develop its organizational structure. These investments have been the primary cause of the loss for the year. By the end of the 2024 financial year, the company had secured a large number of contracts, which are expected to positively impact the results and cash flow in the coming years. The shareholders are currently in the process of raising new capital. Ongoing negotiations with a strategic partner are expected to result in increased synergies that will positively affect daily operations, in addition to a capital contribution. The strategic partner is willing to provide soft funding ML Energy Solutions ApS through downpayment on a big project until a final agreement is reached. In addition, management is developing a plan to expand credit facilities through a new collaboration with external credit providers. The company’s CEO and majority shareholder, Mikkel Lomborg, has declared that his company, Blackstone Limited, will not demand repayment of its loan of DKK 415k. The other owner, JØ Holding Lemvig ApS, has declared that it will not demand repayment of its loan of DKK 1,923k. JØ Holding Lemvig ApS has furthermore declared that it will provide ML Energy Solutions ApS with further funding in the range of 1,000k to 1,500k. Furthermore, CEO Mikkel Lomborg has stated that, if necessary, he will provide ML Energy Solutions ApS with the required funding for the remainder of 2025. The Executive Board assesses that the company will be able to generate sufficient liquidity through its operations to continue as a going concern in the coming financial year. It is also the Executive Board’s assessment that the company will be able to restore its equity through operations during 2025-2026.31.12.24 31.12.23 DKK DKK 3. Work in progress for third parties Work in progress for third parties 0 535,847 Total work in progress for third parties 0 535,847 Lease commitments The company has concluded lease agreements with terms to maturity of 4-58 months and total lease payments of DKK 2.507k. Other contingent liabilities The company is taxed jointly with the other Danish companies in the group and has joint, several and unlimited liability for income taxes and any obligations to withhold tax at source on interest, royalties and dividends ]for the jointly taxed companies. The liability also includes any subsequent corrections to the calculated tax liability as a consequence of changes made to the jointly taxable income etc. As security for debt to credit institutions of DKK 993k, a company charge has been provided comprising motor vehicles, other plant, fixtures and fittings, tools and equipment, inventories and trade receivables. 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