ÅrsrapportNiels Gade-Jacobsen2023-12-11RevisionspåtegningRegnskabsklasse C, mellemstor virksomhedBeierholmVoergaardvej 29200 Aalborg SV2021-10-012022-09-302022-10-012023-09-3025054342JP Air Tech ApSSkifervej24990SakskøbingGuldborgsundBeierholm32895468Danagade114900NakskovDanmarktruetrueWe have on this day presented the annual report for the financial year 01.10.22 - 30.09.23 for JP Air Tech 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 30.09.23 and of the results of the company's activities and cash flows for the financial year 01.10.22 - 30.09.23.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.Sakskøbing2023-12-11André Radley GrundahlAdm. direktørJørgen Bech PoulsenDirektørAndré Radley GrundahlAdm. direktørJørgen Bech PoulsenDirektørNiels Gade-JacobsenMads Schølardt BojdaTo the shareholder of JP Air Tech ApS OpinionWe have audited the financial statements of JP Air Tech ApS for the financial year 01.10.22 - 30.09.23, which comprise income statement, balance sheet, statement of changes in equity, cash flow statement and notes to the financial statements, including significant 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 company's financial position at 30.09.23 and of the results of the company's operations and cash flows for the financial year 01.10.22 - 30.09.23 in accordance with the the Danish Financial Statements Act.Basis for OpinionWe 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 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 audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.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 objectives are to obtain reasonable assurance about 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 these financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment 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 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, it is our responsibility is to read management’s review and, in doing so, consider whether 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 management’s review provides the information required under the 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 the Danish Financial Statements Act. We did not identify any material misstatement of the management’s review.Nakskov2023-12-11Svend Skaarup SandState Authorized Public Accountantmne214241303900060180005614000-627000-302000-184000935700043820004205000620580003024400023801000324800013514000981600043170001471000223030001535100014069000505030605228365159Primary activities The company's principal activities The main activities of the Company are manufacturing and sale of filter air filtration media for segments; industrial, gas turbine, automotive, industrial vacuum cleaners, HVAC, Life science and Venting. Products are sold domestic, but majority is for export. Development in activities and financial affairs The income statement for the period 01.10.22 - 30.09.23 shows a profit/loss of DKK 11,394,772 against DKK 8,697,656 for the period 01.10.21 - 30.09.22. The balance sheet shows equity of DKK 28,895,162. The year has been a bit challenging due to international unrest arising and the global inflation. Development during the fiscal year Revenue The year 2022/23 realized a certain decline in revenue due to the war in Ukraine, but has at the same time also brought new customers to our business. We have even been able to diversify our skills and competencies to serve new product segments in new and developing markets. P&L – Balance sheet The income statement of the Company for 2022/23 shows a profit of DKK 14,632k before tax and 30th September 2023. The balance sheet of the Company shows equity of DKK 55,107k . Organization Restructuring of the company from 1 to 3 shareholders. One of the new shareholders with + 12 years of executive international filtration experience was appointed as the CEO. The other new shareholder has 7 years of filtration experience and has held various leading positions in the company, today Chief Business Development Officer. To support the further sustainable growth of the Company, other organizational changes has also taken place during the fiscal year. Continuously improvement During the fiscal year, several of actions were recorded, Organization changes, new KPI- and reporting structure, IoT systems has been implemented to measure operation efficiencies. Among our AI driven systems, we have secured increased efficiency throughout our operation, and in parallel to this secured more independency for the individual employees. During the year 2022/23, we have upgraded existing production equipment and have further invested in a completely new production line. This new line will lead the company to serve new customer segments within static filtration. Working capital Continuously during the year, we have worked on reducing inventory which has resulted in a strong cashflow improvement. Safety conditions: The Company has obtained all necessary environmental authorizations. The Company is constantly aiming at investments and working routines, that improves the safety of the working conditions. ESG & Environmental performance During 2022/23 we have made further progress in our ESG activities and released our first ESG report. Measures have been taken and investments made to reduce energy and waste consumption. This means that we are on our way to map and report the carbon emission arising from our activities and to set up goals for a reduction of the emissions. Our social activities for all our JP Air Tech employees are in our scope of focus. We have initiated various social actions during the past year. In terms of governance, we comply with authority regulations and to our knowledge comply to any rule. Events after the balance sheet date No events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. The earnings expectations for the financial year 01.10.22 - 30.09.23 were a net profit of DKK 13.219k. .Outlook The company expects a profit before tax in the region of DKK 15.200k for the coming year. Although a trend of global recession, we anyhow expect a slight >5% improvement in our performance overall.. 3822266135278640190401901935337337363024417806154461691150746168202565288211936081091463179611155880323702424582241139477286976561333330133333078235287942016558979183658491734133119245269174746641924526917758263262900830873951177582632716403412576878143142421559170290784425652585079252128136086581499202262650519066433763197243062699551066366230796812500012500016570162173753901220000002889516217500390759921547489759921547489327325558008888364785046854109733630557315187882009523244923127690321137178517664115228104313166733024604221085829006771984315213418203795451625451553442600895510663662307968-805228122000001250001657016212200000778771172286319405771-8114658138336411030520-629233032328572212524110893725891812231839436820256528-821193-608109-2210858-29547412286658119877621-1600000-3248403-1023476414427073582418-1965696-66523460-13500000075198-125241090-30183681069366-15542477-123554365358408869839906643368046265051906643626505190664316942221160325471418327230197122720128326745244173558831341340565760222064067333662228900703336622591725564190388708500000122000000-805228197656481883160000641883-481883-26667-5085501333330107967431756475120003236403-3185854109167431807024-200254-13390625-109068-36005671743147-309322-1524804578235216558979061700885474893001232124322473660083647850468537363024417806-6820-25652882119360810932370242458224121020The annual report is presented in accordance with the provisions of the Danish Financial Statements Act (Årsregnskabsloven) for medium-sized enterprises in reporting class C. 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. Leases relating to assets where the company has substantially all the risks and benefits incidental to the ownership of the asset (finance leases) are recognised in the balance sheet. On initial recognition, assets held under finance leases and related lease commitments are measured at the lower of the fair value of the leased asset and the present value of future lease payments. Subsequently, assets held under finance leases are treated like other similar assets. Lease commitments relating to assets held under finance leases are recognised in the balance sheet as payables. Subsequent to initial recognition, lease commitments are measured at amortised cost according to which the interest element of the lease payment is recognised in the income statement over the lease term. Gross profit comprises revenue and raw materials and consumables and other external expenses. Income from the sale of goods is recognised in the income statement if delivery has taken place and the risk has passed to the buyer before the end of the financial year and where the selling price can be determined reliably and is expected to be paid. Revenue is measured at fair value and is determined exclusive of VAT and other taxes collected on behalf of third parties and less discounts. 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. Interest income and interest expenses, the interest element of finance lease payments, 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. Acquired rights Aquired rights are measured in the balance sheet at cost less accumulated amortisation and impairment losses. Acquired rights are amortised using the straight-line method based on useful lives, which are stated in the ‘Depreciation and impairment losses’ section. Gains or losses on the disposal of intangible assets are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal. Property, plant and equipment comprise leasehold improvements og plant and machinery. 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 cost of manufactured finished goods and work in progress is determined as the value of direct and indirect material and labour costs. Production overheads include indirect material and labour costs as well as maintenance and depreciation of machinery, buildings and equipment used in the production process as well as the costs of factory administration and management. Interest on loans arranged to finance production is not included in the cost. 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. Prepayments recognised under assets comprise costs incurred in respect of subsequent financial years. Cash includes deposits in bank accounts as well as operating cash. The proposed dividend for the financial year is recognised as a separate item in equity. 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. Short-term payables are measured at amortised cost, normally corresponding to the nominal value of such payables. Prepayments received from customers comprise amounts received from customers prior to the time and date of delivery of the agreed product or completion of the agreed service. The cash flow statement is prepared using the indirect method, showing cash flows from operating, investing and financing activities as well as cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities comprise the net profit or loss for the year, adjusted for non-cash operating items, income tax paid and changes in working capital. Cash flows from investing activities comprise payments in connection with the acquisition and divestment of companies and financial assets as well as the purchase, development, improvement and sale of intangible assets and property, plant and equipment. Cash flows from financing activities comprise changes in the company's share capital and associated costs and financing from and dividends paid to shareholders as well as the arrangement and repayment of long-term payables. Cash flows from financing activities also comprise finance lease payments. Cash and cash equivalents at the beginning and end of the year comprise cash. Ratios definitions Return on equity: Profit/loss for the year x 100 Average equity Solvency ratio: Equity, end of year x 100 Total assets Figures in DKK Share capital Retained earnings Proposed dividend for the financial year Total equity Statement of changes in equity for 01.10.22 - 30.09.23 Balance as at 01.10.22 125,000 17,375,390 0 17,500,390 Net profit/loss for the year 0 -805,228 12,200,000 11,394,772 Balance as at 30.09.23 125,000 16,570,162 12,200,000 28,895,162 Remuneration for the management: Salaries for the Executive Board 1,930,011 2,760,600 Pension for the Executive Board 134,056 576,022 Total remuneration for the Executive Board 2,064,067 3,336,622 Remuneration for the Board of Directors 826,003 0 Remuneration for the Executive Board and Board of Directors 2,890,070 3,336,622 5. Property, plant and equipment Figures in DKK Leasehold improvements Plant and machinery Cost as at 01.10.22 1,079,674 31,756,475 Additions during the year 12,000 3,236,403 Disposals during the year 0 -3,185,854 Cost as at 30.09.23 1,091,674 31,807,024 Depreciation and impairment losses as at 01.10.22 -200,254 -13,390,625 Depreciation during the year -109,068 -3,600,567 Reversal of depreciation of and impairment losses on disposed assets 0 1,743,147 Depreciation and impairment losses as at 30.09.23 -309,322 -15,248,045 Carrying amount as at 30.09.23 782,352 16,558,979 Carrying amount of assets held under finance leases as at 30.09.23 0 6,170,088 30.09.23 30.09.22 DKK DKK 6. Prepayments Other prepayments 306,923 252,128 Test cost prepayments 278,156 0 Total 585,079 252,128 30.09.23 30.09.22 DKK DKK 7. Deferred tax Deferred tax as at 01.10.22 547,489 300,123 Deferred tax recognised in the income statement 212,432 247,366 Deferred tax as at 30.09.23 759,921 547,489 Other contingent liabilities The company is taxed jointly with the other companies in the group and is liable for income taxes on a pro rata basis for the jointly taxed companies. The maximum liability totals an amount corresponding to the share of the capital in the company which is owned directly or indirectly by the ultimate parent. The maximum liability totals DKK 3,025k at the balance sheet date, of which DKK 3,025k is recognised in the balance sheet. The liability also includes any subsequent corrections to the calculated tax liability as a consequence of changes made to the jointly taxable income etc. The company has entered into a lease on production premises, where the lease obligation amounts to DKK 4,500k. The company has provided a company charge of DKK 15,000k as security for debt to credit institutions. As at 30.09.23, the company charge comprises the following assets with the following carrying amounts: Other plant, fixtures and fittings, tools and equipment, DKK 16,559k in which asset hold i finacial lease of DKK 6,170k Inventories, DKK 17,758k Trade receivables, DKK 12,577k In addition, the corporate mortgage also serves as security for the parent company's debt to banks, unlimited. Controlling influence Basis of influence Jørgen Bech Poulsen Share ownership JMA Filtration ApS, Guldborgsund 100% ownership Balances 30.09.23 DKK Receivables from group enterprises 155,917 Payables to group enterprises -2,281,043 Receivables from group companies recognised under current assets and short-term payables to group enterprises consist of balances which are settled on an ongoing basis and in accordance with the company's standard terms of agreement and payment. No write-downs have been made on the receivables. . 250543422022-10-012023-09-30250543422021-10-012022-09-30250543422022-10-012023-09-30d:TwoYearsAgoMember250543422023-09-30d:TwoYearsAgoMember250543422022-10-012023-09-30d:ThreeYearsAgoMember250543422023-09-30d:ThreeYearsAgoMember250543422022-10-012023-09-30d:FourYearsAgoMember250543422023-09-30d:FourYearsAgoMember250543422022-10-012023-09-30e:ProposedDividendRecognisedInEquityMember250543422021-10-012022-09-30e:ProposedDividendRecognisedInEquityMember250543422022-10-012023-09-30e:RetainedEarningsMember250543422021-10-012022-09-30e:RetainedEarningsMember250543422022-09-30250543422023-09-30250543422022-10-012023-09-301250543422022-10-012023-09-302250543422022-10-012023-09-303250543422022-10-012023-09-304250543422022-10-012023-09-301250543422022-10-012023-09-302250543422023-09-30e:ContributedCapitalMember250543422022-10-012023-09-30e:RetainedEarningsMember250543422023-09-30e:RetainedEarningsMember250543422022-10-012023-09-30e:ProposedDividendRecognisedInEquityMember250543422023-09-30e:ProposedDividendRecognisedInEquityMember250543422022-10-012023-09-30e:ManagementMember250543422021-10-012022-09-30e:ManagementMember250543422022-10-01e:AcquiredIntangibleAssetsMember250543422022-10-012023-09-30e:AcquiredIntangibleAssetsMember250543422023-09-30e:AcquiredIntangibleAssetsMember250543422022-10-01e:PlantAndMachineryMember250543422022-10-012023-09-30e:PlantAndMachineryMember250543422023-09-30e:PlantAndMachineryMember250543422022-10-01e:LeaseholdImprovementsMember250543422022-10-012023-09-30e:LeaseholdImprovementsMember250543422023-09-30e:LeaseholdImprovementsMember250543422022-09-30e:LongtermPrepaymentsReceivedFromCustomersMember250543422023-09-30e:LongtermPrepaymentsReceivedFromCustomersMember250543422022-10-01250543422021-10-01250543422023-09-30e:AcquiredIntangibleAssetsMembere:LeasedAssetsMember250543422023-09-30e:PlantAndMachineryMembere:LeasedAssetsMember250543422023-09-30e:LeaseholdImprovementsMembere:LeasedAssetsMember250543422022-10-012023-09-301iso4217:DKKxbrli:pure