Årsrapport32285201Martinsen, Statsautoriseret RevisionspartnerselskabDandyvej, 3 B7100, Vejle2022-07-012023-06-302023-07-012024-06-3035634576TSFJ Holding ApSKornmarken77190Billund2014-01-09BillundMartinsen, Statsautoriseret RevisionspartnerselskabMartinsen, Statsautoriseret Revisionspartnerselskab3228520132285201Brian ChristensenJesper Hørby Jensenstatsautoriseret revisorstatsautoriseret revisormne24854mne34103DandyvejDandyvej3 B3 B71007100VejleVejleDanmarkDanmark75 82 10 5575 82 10 552024-12-06Frank Buhl MadsenRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningCaseWare fra Revisorgruppen DanmarkanpartshaverneVejle2024-09-18Billund2024-09-18Grundlag for konklusionKonklusion7135425945744495-64250-9588732555508327137982001060960942950004473821617663563-64250-958873004079000915380379761043018350074987114481424097516731770168954652206237187468974059861414333408115748214391819-32802-216704063141614355078406314161435507840790009153803794355800015000000-43716593-1602530184514265549438001465543151203000991696970614680000436970941790708200436970941790708299169697061468436970941790708210386931956102200103869319561022004099481130900041004201065298593800001210490643093387086559289769020640001407780140778510868320273005279330337244720121255464450116158432758106955616357114313788862216129921537613581569668958290022315299611608228265939378323736084005000050000500005000000107709128708210770931980177216930954355800015000000435580001500000044685093170301774468509317030177957662467992930082850006881000001786162413680293001399816621067676260011569333100488493125095000028079822650225118694344006154118694344006154556281592897272440028168983244130112356147086906705907168983244130112356147086906705907231529961160822826593937832373608438418931143550787084042375477218873651420150136437662460124863477389818350071424127516736900811061208197864824-5620006814328661770197368964414368620194600-3689644-124226204451700-2023500-903780150000006700000-12976500-10247920514771425028001510695561656675601158432758106955616158432758106955616222575552379287729262893022529371239322576255550832713798226240014466088337142409751673323561209142409751673177016895461083655332467161408326925000002500000778711534472881318438451426582527244292850975957584414313242489415-50975942928981465543262000026200002620000262000021651457162710754079000915380379-15000000-100000004744146621651454636437263643724369709417907082Lesni A/SBillund100-433164645-347699624500005000050000500005000050000500005000000287082000407900091538037900-40000000-150932970010770912870821077093198017716930956173019030000-43716593-160253010-3420235001154537710770931980177216930951500000067000001500000067000001500000067000001297650067000004355800015000000435580001500000000-20235000435580001500000043558000150000006799293576704527773311032248957662467992938341436553680-171840-4773898-18350071424107516738101082332233027803051032248-82590915967184-1271205012754103-22064264084489346180369209237Today, the Board of Directors and the Managing Director have approved the annual report of TSFJ Holding ApS for the financial year 1 July 2023 - 30 June 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 30 June 2024, and of the results of the Group and the Company's operations as well as the consolidated cash flows for the financial year 1 July 2023 – 30 June 2024. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Jan Ethelberg HjortSouheil MaamariFrank Buhl MadsenJan Ethelberg HjortKim Ove bækWe have audited the consolidated financial statements and the parent company financial statements of TSFJ Holding ApS for the financial year 1 July 2023 to 30 June 2024, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity and notes for both the Group the Parent Company, as well as consolidated statement of cash flows. The consolidated financial statements and the parent company financial statements are prepared under the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 30 June 2024, and of the results of the Group and the Company's operations as well as the consolidated cash flows for the financial year 1 July 2023 - 30 June 2024 in accordance with the Danish Financial Statements Act. Basis for conclusion 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 Consolidated Financial Statements and the Parent Company Financial Statements” section of our report. We are independent of the Group 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 consolidated financial statements and parent company 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 consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements and the parent company financial statements, Management is responsible for assessing the Group´s and the Parent 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 consolidated financial statements and the parent company financial statements unless Management either intends to liquidate the Group or 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 consolidated financial statements and the parent company 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 consolidated financial statements and parent company 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 skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements and the parent company 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 and 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 consolidated financial statements and the parent company 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 Group´s and 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 consolidated financial statements and the parent company 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 Group and the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the consolidated financial statements and the parent company financial statements, including the disclosures, and whether the consolidated financial statements and the parent company financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. 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. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the consolidated financial statements and the parent company financial statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements and the parent company financial statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the consolidated financial statements and the parent company 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 Danish Financial Statements Act. Based on the work we have performed, we conclude that 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 Management’s Review. 29011000568000074680001083000686100097360001385050001292300022131.1118.2114.9LikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgrad19.310.69.3131.795.9150.7The key figures appearing from the survey have been calculated as follows: Acid test ratio Current assets x 100 / Short term liabilities other than provisions Solvency ratio Equity, closing balance x 100 / Total assets, closing balance Return on equity Net profit or loss for the year x 100 / Average equityDevelopment in activities and financial matters The gross loss for the parent compagny for the year totals DKK -64.000 against DKK -959.000 last year. Income or loss from ordinary activities after tax totals DKK 40.631.000 against DKK 14.355.000 last year. Management considers the net profit for the year satisfactory. The gross profit for the group for the year totals DKK 71.354.000 against DKK 45.744.000 last year. Income or loss from ordinary activities after tax totals DKK 40.631.000 against DKK 14.355.000 last year. Management considers the net profit for the year satisfactory. The group is exposed to currency risks from primarily GBP and USD due to purchase and sales transactions settled in a different currency than DKK. No speculative currency positions are entered into. The group is exposed to material price risks as a number of materials and components with fluctuating prices, mainly electrical-technical, stainless steel, and catalysts, are included in the company's products. Material price risks are not hedged. The impact on the company's result has so far been limited, as price fluctuations on the most significant materials are predominantly passed on to the company's sales prices; in 2023/24, the fluctuation has been less than the year before but is a factor we have dealt with continuously. The group's result and financial development are better than expected and are considered by management to be satisfactory. The accounts have been characterized by generally increasing costs. Expected developments The group expects a positive development in the level of activity in 2023/24. A continued high level of activity is expected. One of our markets has, starting from 2024, increased its attention to Lesni solutions, as our solution has been able to meet very high demands, there is heightened interest in this segment and potential for increased activity. However, there might be significant uncertainties given that general unrest is expected in the industry, due to turmoil and ongoing geopolitical tensions. Knowledge resources As an engineering company, it is crucial that the company has the right competencies in the form of the right employees. Historically, the company has been good at retaining employees, and most of the employees have over 5 years of seniority, which has a positive impact on the company's result. Research and development activities No actual research is conducted within the group. Ongoing development and optimization of the efficiency of the purification degree in the projected solutions are carried out. The costs thereof are recognized in the income statement. The annual report for TSFJ Holding ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class C enterprises (medium sized enterprises). The accounting policies are unchanged from last year, and the annual report is presented in DKK. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, write-downs for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the group and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the group and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the presentation of the annual report and concern matters that exist on the reporting date. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Gross profit Gross profit comprises the revenue, changes in inventories of finished goods, and work in progress, own work capitalised, other operating income, and external costs. The enterprise will be applying IAS 11 and IAS 18 as its basis of interpretation for the recognition of revenue. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Revenue is measured at the fair value of the consideration promised exclusive of VAT and taxes and less any discounts relating directly to sales. Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts and changes in inventories. Other external expenses comprise expenses incurred for distribution, sales, advertising, administration, premises, and operational leasing costs. Depreciation, amortisation, and write-down for impairment Depreciation, amortisation, and write-down for impairment comprise depreciation on, amortisation of, and write-down for impairment of intangible and tangible assets, respectively. Financial income and expenses Financial income and expenses are recognized in the income statement with the amounts that relate to the financial year. Financial items include interest income and expenses, as well as realized and unrealized gains and losses on transactions in foreign currency. Results from investment in group enterprise After full elimination of intercompany profit or loss less amortised consolidated goodwill, the equity investment in the entity is recognised in the income statement of the parent as a proportional share of the entity’ post-tax profit or loss. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. The parent and the Danish group enterprises are subject to Danish rules on compulsory joint taxation of Danish group enterprises. The parent acts as an administration company in relation to the joint taxation. This means that the total Danish income tax payable by the Danish group companies is paid to the tax authorities by the company. The current Danish income tax is allocated among the jointly taxed companies proportional to their respective taxable income (full allocation with reimbursement of tax losses). Property, plant, and equipment Land and buildings is measured at cost plus revaluations and less accrued depreciation and write-down for impairment. Land is not subject to depreciation. Land and buildings is revaluated on the basis of regular, independent fair-value assessments. Net revaluation at fair value adjustment is recognised directly in equity less deferred tax and tied up in a particular revaluation reserve. Net impairment loss at fair value adjustment is recognised in the income statement. The depreciable amount is cost plus revaluations at fair value less expected residual value after the end of the useful life of the asset. The amortisation period is fixed at the acquisition date and reassessed annually. If the residual value exceeds the carrying mount of the asset, depreciation is discontinued. Reversal of previous revaluations and recognised deferred taxes concerning revaluations are recognised directly in company equity. Other property, plant, and equipment are measured at cost less accrued depreciation and write-down for impairment. The depreciable amount is cost less any expected residual value after the end of the useful life of the asset. The amortisation period and the residual value are determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, the depreciation is discontinued. If the amortisation period or the residual value is changed, the effect on amortisation will, in future, be recognised as a change in the accounting estimates. The cost comprises acquisition cost and costs directly associated with the acquisition until the time when the asset is ready for use. The cost of a total asset is divided into separate components. These components are depreciated separately, the useful lives of each individual components differing, and the individual component representing a material part of the total cost. Depreciation is done on a straight-line basis according to an assessment of the expected useful life: Buildings Useful life 10-33 years Other fixtures and fittings, tools and equipment Useful life 3-5 years Minor assets with an expected useful life of less than 1 year are recognised as costs in the income statement in the year of acquisition. Profit or loss derived from the disposal of property, land, and equipment is measured as the difference between the sales price less selling costs and the carrying amount at the date of disposal. Profit or loss is recognised in the income statement as other operating income or other operating expenses. Investments in group enterprise Investments in group enterprise is recognised and measured by applying the equity method. The equity method is used as a method of consolidation. Investments in group enterprise is recognised in the statement of financial position at the proportionate share of the enterprise's equity value. This value is calculated in accordance with the parent's accounting policies with deductions or additions of unrealised intercompany gains and losses as well as with additions or deductions of the remaining value of positive or negative goodwill calculated in accordance with the acquisition method. Negative goodwill is recognised in the income statement at the time of acquisition of the equity investment. If the negative goodwill relates to contingent liabilities acquired, negative goodwill is not recognised until the contingent liabilities have been settled or lapsed. Consolidated goodwill is amortised over its estimated useful life, which is determined on the basis of the management's experience with the individual business areas. Consolidated goodwill is amortised on a straight-line basis over the amortisation period, which represent 5-20 years. The depreciation period is determined on the basis of an assessment that these are strategically acquired enterprises with a strong market position and a long-term earnings profile. In relation to material assets and liabilities recognised in group enterprise but are not represented in the parent, the following accounting policies have been applied. Property, plant, and equipment: Property, plant, and equipment are measured at cost less accrued depreciation and write-down for impairment. Property is measured at cost plus revaluations and less accrued depreciation and write-down for impairment. Land is not subject to depreciation. Inventories: Inventories are measured at cost according to the FIFO method. In cases when the net realisable value of the inventories is lower than the cost, the latter is written down for impairment to this lower value. Contract work in progress: Contract work in progress is measured at the selling price of the work performed. The selling price is measured on the basis of the stage of completion on the reporting date and the total expected income from the individual work in progress. To the extent the equity exceeds the cost, the net revaluation of equity investment in group enterprise transferred to the reserve under equity for net revaluation according to the equity method. Dividend from group enterprise expected to be adopted before the approval of this annual report are not subject to a limitation of the revaluation reserve. The reserve is adjusted by other equity movements in group enterprise. Inventories Inventories are measured at cost according to the FIFO method. In cases when the net realisable value of the inventories is lower than the cost, the latter is written down for impairment to this lower value. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value. The company has chosen to use IAS 39 as a basis for interpretation when recognising impairment of financial assets, which means that impairments must be made to offset losses where an objective indication is deemed to have occurred that an account receivable or a portfolio of accounts receivable is impaired. If an objective indication shows that an individual account receivable has been impaired, an impairment takes place at individual level. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Prepayments Prepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand. Equity Reserve for net revaluation according to the equity method The reserve for net revaluation according to the equity method comprises net revaluation of equity investments in subsidiaries, associates and equity interests proportional to cost. The reserve may be eliminated in the event of losses, realisation of equity investments, or changes in the accounting estimates. The reserve cannot be recognised by a negative amount. Dividend Dividend expected to be distributed for the year is recognised as a separate item under equity. Income tax and deferred tax As administration company, TSFJ Holding ApS is liable to the tax authorities for the subsidiaries' corporate income taxes. Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Tax receivables from group enterprises" or "Income tax payable to group enterprises" Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Provisions Provisions comprise expected costs of warranty commitments, loss on work in progress, restructuring, etc. Provisions are recognised when the group has a legal or actual commitment resulting from a previously occurred event and when it is probable that the settlement of the liability will result in consumption of the financial resources of the group. Provisions are measured at net realisable value or at fair value. If the fulfilment of a liability is expected to take place far in the future, the liability is measured at fair value. Guarantee liabilities comprise liabilities for repairs within the guarantee period of 1-5 years. Provisions for warranty commitments are measured on basis of the obtained experience with guarantee work. Provisions with an expected due date later than 1 year from the reporting date are discounted at a rate reflecting risk and maturity of the liability. Liabilities other than provisions Debt obligations are measured at amortized cost, which usually corresponds to nominal value. The cash flow statement shows the cash flows of the group for the year, divided in cash flows deriving from operating activities, investment activities and financing activities, respectively, the changes in the liabilities, and group’ cash and cash equivalents at the beginning and the end of the year, respectively. A cash flow statement for the parent has not been prepared as the cash flows of the enterprise are included in the consolidated cash flow statement, cf. section 86, subsection 4, of the Danish Financial Statements Act. The effect on cash flows derived from the acquisition and sale of enterprises appears separately under cash flows from investment activities. In the statement of cash flows, cash flows derived from acquirees are recognised as of the date of acquisition, and cash flows derived from sold enterprises are recognised until the date of sale. Cash flows from operating activities Cash flows from operating activities are calculated as the group's share of the profit adjusted for non-cash operating items, changes in the working capital, and corporate income tax paid. Dividend income from equity investments are recognised under “Interest income and dividend received”. Cash flows from investment activities Cash flows from investment activities comprise payments in connection with the acquisition and sale of enterprises and activities as well as the acquisition and sale of intangible assets, property, plant, and equipment, and investments, respectively. Cash flows from financing activities Cash flows from financing activities include changes in the size or the composition of the group's share capital and costs attached to it, as well as raising loans, repayments of interest-bearing payables and payment of dividend to shareholders. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and short-term financial instruments with a term of less than 3 months, which can easily be converted into cash and cash equivalents and are associated with an insignificant risk of value change. Group 30/6 2024 30/6 2023 12. Provisions for deferred tax Provisions for deferred tax opening balance 6.799.293 5.767.045 Deferred tax of the results for the year 2.777.331 1.032.248 9.576.624 6.799.293 14. Charges and security The subsidiary has, through a financial institution, hedged a prepayment guarantee towards a third party amounting to a total of 5,101 thousand DKK. As security for this, the company has pledged two bank accounts in Danske Bank with a total balance as of June 30, 2024, of 7,503 thousand DKK. As security for the outstanding balance with the financial institution, the company has provided a corporate mortgage of nominally 10,000 thousand DKK. The corporate mortgage includes the following assets, whose accounting value on the balance sheet date amounts to: DKK in thousands Inventories 10.387 Trade receivables 40.995 Operating funds 1.466 15. Contingencies Contingent liabilities Lease liabilities The subsidiary has entered into operational leasing contracts with an average annual lease payment of 23.000 DKK. The leasing contracts have a remaining term of up to 3 months and a total residual lease payment of DKK 6.000 DKK Joint taxation The company acts as administration company for the group of companies subject to the Danish scheme of joint taxation and is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, to pay the total corporation tax. TheThe company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. Any subsequent adjustments of corporate taxes or withholding taxes, etc., may result in changes in the company's liabilities. 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