Årsrapport 30700228 Ernst & Young Godkendt Revisionspartnerselskab Værkmestergade 25 Postboks 330, 8100 Aarhus C 2018-01-01 2018-12-31 2017-01-01 2017-12-31 2019-04-01 32334121 Bioceval Denmark A/S Lundagervej 21 8722 Hedensted 2014-02-06 Hedensted FwyKnrdxk0TBmhhvRdj2 Ernst & Young Godkendt Revisionspartnerselskab 30700228 Værkmestergade 25 8100 Aarhus C 2019-05-06 Jan Isager Regnskabsklasse B Revisionspåtegning true true 2019-04-01 2019-04-01 Hedensted Christian Bisgaard Lars Krause-Kjær Chairman Anders Jeppesen Jensen Christian Bisgaard Aarhus Jes Lauritzen Christian Jøker State Authorised Public Accountant mne10121 State Authorised Public Accountant mne31471 690426 -7737388 661336 971194 0 112153 0 778 29090 -8821513 113047 880057 570936 2072825 -428799 -10014281 -94204 -2202401 -334595 -7811880 -334595 -7811880 672746 672746 672746 672746 672746 672746 0 316588 2373490 0 0 39700 141104 2240301 1997331 1707592 4511925 4304181 0 195435 4511925 4499616 5184671 5172362 600000 600000 -7863311 -7528716 -7263311 -6928716 7200 0 7200 0 11200950 11167350 11200950 11167350 942932 0 139316 228293 0 528952 157584 176483 1239832 933728 12440782 12101078 5184671 5172362 600000 -7528716 -334595 600000 -7863311 599832 890880 55716 58399 5788 21915 661336 971194 1 3 307526 1023028 263410 1049797 570936 2072825 -141104 -2240301 46900 37900 -94204 -2202401 1510981 0 1510981 838235 0 838235 672746 600000 600000 500000 500000 0 0 100000 0 600000 600000 600000 500000 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of Bioceval Denmark A/S for the financial year 1 January - 31 December 2018. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2018 and of the results of the Company's operations for the financial year 1 January - 31 December 2018. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. To the shareholders of Bioceval Denmark A/S We have audited the financial statements of Bioceval Denmark A/S for the financial year 1 January - 31 December 2018, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2018 and of the results of the Company's operations for the financial year 1 January - 31 December 2018 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with 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 objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark 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 the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the 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 Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. 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. Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is 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 audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. 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 Statement Act. We did not identify any material misstatement of the Management's review. The Company's main activity is trading of by-productes from the fish-processing industry. The income statement for 2018 shows a loss of DKK 335 thousand against a loss of DKK 7,812 thousand last year, and the balance sheet at 31 December 2018 shows a negative equity of DKK 7,263 thousand. Due to the loss reported in the financial statements, equity is negative and totals DKK 7,263 thousand, and the Company's share capital is thereby lost. Due to the Company's financial position, an agreement has been reached with the Company's lender to extend the existing loan, which amounted to DKK 11,201 thousand at 31 December 2018, until 31 March 2020. Management assesses that the Company's cash resources thereby will cover at least 12 months after the financial year end and thus be adequate to ensure that the Company's financial statements for 2018 can be presented based on a going concern assumption. Furthermore, Management expects that the Company’s capital base will be re-established in future, if required through additional capital injection. The Company expects to report a minor loss for the 2019 financial year as the Company's activities for the coming financial year are expected to be limited. The annual report of Bioceval Denmark A/S for 2018 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions applying to reporting class C entities. The accounting policies used in the preparation of the financial statements are consistent with those of last year. Reporting currency The financial statements are presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses. Revenue from the sale of finished goods comprising sale of fishmeal and other fish by-products is recognised in the income statement provided that delivery and transfer of risk have taken place before year-end and that the income can be reliably measured and is expected to be received. Revenue is measured at fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue. The items revenue, cost of sales, other operating income and external expenses have been aggregated into one item in the income statement called gross margin in accordance with section 32 of the Danish Financial Statements Act. Other operating income and operating expenses comprise items of a secondary nature relative to the Company's core activities, including gains or losses on the sale of fixed assets. Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, etc. Staff costs include wages and salaries, including compensated absence and pension to the Company's employees, as well as other social security contributions, etc. The item is net of refunds from public authorities. The item comprises depreciation of property, plant and equipment. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the expected taxable income and deferred tax adjustments for the year. The amount of tax for the year relating to the profit/loss for the year is recognised in the income statement, whereas the amount relating to transactions taken to equity is recognised in equity. The Company is subject to the Danish rules on compulsory joint taxation with the parent company, SARIA Denmark ApS. The Parent Company is the administration company under the joint taxation and accordingly pays all corporation taxes to the tax authorities. The Danish income tax charge is allocated between profit-making and loss-making Danish entities in proportion to their taxable income (full allocation method). Jointly taxed companies which are entitled to a tax refund are reimbursed by the administration company according to the rates applicable to interest allowances; and jointly taxed companies which have paid too little tax pay a surcharge to the administration company according to the rates applicable to interest surcharges. Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. Inventories are measured at cost in accordance with the FIFO method. Where the net realisable value is lower than cost, inventories are written down to this lower value. The net realisable value of inventories is calculated as the sales amount less costs of completion and expenses required to effect the sale and is determined taking into account marketability, obsolescence and development in the expected selling price. Goods for resale are measured at cost, which comprises the cost of acquisition plus delivery costs as well as other expenses directly attributable to the acquisition. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Proposed dividends Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. Other payables Other payables are measured at net realisable value. By reference to section 98b(3), (ii), of the Danish Financial Statements Act, remuneration to Management is not disclosed. The share capital consists of 6,000 shares of DKK 100 nominal value each. Of the long-term liabilities, DKK 0 falls due for payment more than 5 years after the balance sheet date.   Contingent liabilities The Company is jointly taxed with other Danish group companies in the SARIA Denmark ApS Group. As a group company, the Company is jointly and severally liable together with the other group companies included in the joint taxation for Danish corporation taxes and withholding taxes on dividends, interest and royalties. The jointly taxed companies' total known net liabilities to SKAT are stated in the administration company's financial statements. Any subsequent corrections to the joint taxation income and withholding taxes, etc. may increase the Company's liability. 32334121 2018-01-01 2018-12-31 32334121 2017-01-01 2017-12-31 32334121 2017-12-31 32334121 2018-12-31 32334121 2018-01-01 2018-12-31 1 32334121 2018-01-01 2018-12-31 2 32334121 2018-01-01 2018-12-31 3 32334121 2018-01-01 2018-12-31 1 32334121 2018-01-01 2018-12-31 2 32334121 2018-01-01 2018-12-31 1 32334121 2018-01-01 2018-12-31 e:RetainedEarningsMember 32334121 2017-01-01 2017-12-31 e:RetainedEarningsMember 32334121 2018-01-01 e:FixturesFittingsToolsAndEquipmentMember 32334121 2018-01-01 2018-12-31 e:FixturesFittingsToolsAndEquipmentMember 32334121 2018-12-31 e:FixturesFittingsToolsAndEquipmentMember 32334121 2018-01-01 e:ContributedCapitalMember 32334121 2018-12-31 e:ContributedCapitalMember 32334121 2018-01-01 e:RetainedEarningsMember 32334121 2018-01-01 2018-12-31 e:RetainedEarningsMember 32334121 2018-12-31 e:RetainedEarningsMember 32334121 2018-01-01 d:PreviousYearMember e:ContributedCapitalMember 32334121 2018-01-01 2018-12-31 d:PreviousYearMember e:ContributedCapitalMember 32334121 2018-12-31 d:PreviousYearMember e:ContributedCapitalMember 32334121 2018-01-01 d:TwoYearsAgoMember e:ContributedCapitalMember 32334121 2018-01-01 2018-12-31 d:TwoYearsAgoMember e:ContributedCapitalMember 32334121 2018-12-31 d:TwoYearsAgoMember e:ContributedCapitalMember 32334121 2018-01-01 d:ThreeYearsAgoMember e:ContributedCapitalMember 32334121 2018-01-01 2018-12-31 d:ThreeYearsAgoMember e:ContributedCapitalMember 32334121 2018-12-31 d:ThreeYearsAgoMember e:ContributedCapitalMember 32334121 2018-01-01 d:FourYearsAgoMember e:ContributedCapitalMember 32334121 2018-01-01 2018-12-31 d:FourYearsAgoMember e:ContributedCapitalMember 32334121 2018-12-31 d:FourYearsAgoMember e:ContributedCapitalMember iso4217:DKK xbrli:pure