BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2025-06-25Mats TingstrandWellspect ApSMaglebjergvej 102800 Kongens LyngbyErklæring om udvidet gennemgang427127442021-09-28Lyngby-Taarbæk2024-01-012024-12-312023-01-012023-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VKongens Lyngby2025-06-25Christopher Francis SchlenkChristopher Francis SchlenkChairmanCarl Henric OlsonJimmy Emil Peder PedersenKonklusionGrundlag for konklusionCopenhagen2025-06-25BDO Statsautoriseret revisionsaktieselskab20222670Søren Søndergaard JensenErklæring om udvidet gennemgangState Authorised Public Accountantmne32069941863987266285005106456865829210282470000149250516879705448703609279565075053051080868154359241599493089766487461269566487461269566487461269511905186148262141190518614826214119051861482621457962137326259212477319584522264332588688769973877823511896174561604504115160931242801592477838736185345396046014000040000750000075000002117634145276096576348992760905851389161310681248542071812024212824664850523856265277113061184126527711306118413618534539604601400007500000467736700-3224607066487440000750000021176349943667524074826421329387065121352911189567315649500510645686589505835047185924587956507505305415994930897188685971886859740423832921028696341111905186Regnskabsklasse BtruetrueToday the Board of Directors and Executive Board have discussed and approved the Annual Report of Wellspect ApS for the financial year 1 January - 31 December 2024. 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 at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024. The Management Commentary includes in our opinion a fair presentation of the matters dealt with in the Commentary. We recommend the Annual Report be approved at the Annual General Meeting. To the Shareholder of Wellspect ApS We have performed an extended review of the Financial Statements of Wellspect ApS for the financial year 1 January - 31 December 2024, which comprise income statement, Balance Sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The Financial Statements are prepared under 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 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. Basis for Conclusion Grundlag for konklusion 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 (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements 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 conclusion. Management's Responsibilities for the Financial Statements 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 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 making inquiries of Management and others within the Company, as appropriate, analytical procedures and 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. Statement on the Management Commentary Management is responsible for the Management Commentary. Our conclusion on the Financial Statements does not cover the Management Commentary, and we do not express any form of assurance conclusion thereon. In connection with our extended review of the Financial Statements, our responsibility is to read the Management Commentary and, in doing so, consider whether the Management Commentary 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 Commentary provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management Commentary 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 Commentary. Principal activities The principal activities comprise trade in medical equipment for the healthcare sector as well as companies that are associated with the sector. Unusual matters It can be noted that there was a significant misstatement in the 2023 annual report due to incorrect recognition of liabilities to group enterprises and transfer pricing adjustment. The error has been incorporated into the annual report retrospectively, resulting adjustment of comparative figures. The error has been incorporated into the annual report, reducing the item "Liabilities to group enterprises" by DKK 3.224.607,05 The opening equity is improved by an equivalent amount. The change has no impact on the calculated taxes. The impact of the significant misstatement is accounted for directly in the opening equity under the line "Change of equity due to correction of errors." Significant events after the end of the financial year No events have occurred after the end of the financial year of material importance for the Company's financial position. DKK Share capital Other reserves Retained earnings Total Equity at 1 January 2024 40.000 7.500.000 4.677.367 12.217.367 Change of equity due to correction of errors -3.224.607 -3.224.607 Adjusted equity at 1 January 2024 40.000 7.500.000 1.452.760 8.992.760 Proposed profit allocation 664.874 664.874 Equity at 31 December 2024 40.000 7.500.000 2.117.634 9.657.634 1 | Staff costs Average number of full time employees 9 9 Wages and salaries 4.366.752 4.074.826 Pensions 421.329 387.065 Social security costs 121.352 91.118 Other staff costs 95.673 15.649 5.005.106 4.568.658 2 | Other financial expenses Group enterprises 950.583 504.718 173.107 Other interest expenses 5.924 587 956.507 505.305 4 | Intangible assets DKK Goodwill Cost at 1 January 2024 18.868.597 Cost at 31 December 2024 18.868.597 Amortisation at 1 January 2024 4.042.383 Amortisation for the year 2.921.028 Amortisation at 31 December 2024 6.963.411 Carrying amount at 31 December 2024 11.905.186 Contingent liabilities 2024 2023 DKK DKK Lease liabilities (operating leases), the payment is due: Within 1 year 311.658 237.153 Within 1-5 years 812.563 0 0 237.153 Joint liabilities The Company is jointly and severally liable together with the Parent Company and the other group companies in the joint taxable group for tax on the group’s joint taxable income and for certain possible withholding taxes, such as dividend tax, etc. Tax payable on the Group’s joint taxable income is stated in the annual report of DENTSPLY IH A/S, which serves as management Company for the joint taxation. The Annual Report of Wellspect ApS for 2024 has been presented in accordance with the provisions of the Danish Financial Statements Act for enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Change resulting from material misstatement It can be noted that there was a significant misstatement in the 2023 annual report due to incorrect recognition of liabilities to group enterprises and transfer pricing adjustment. The error has been incorporated into the annual report retrospectively, resulting adjustment of comparative figures. The error has been incorporated into the annual report, reducing the item "Liabilities to group enterprises" by DKK 3.224.607,05 The opening equity is improved by an equivalent amount. The change has no impact on the calculated taxes. The impact of the significant misstatement is accounted for directly in the opening equity under the line "Change of equity due to correction of errors." It can be noted that there was a significant misstatement in the 2023 annual report due to incorrect recognition of liabilities to group enterprises and transfer pricing adjustment. The error has been incorporated into the annual report retrospectively, resulting adjustment of comparative figures. The error has been incorporated into the annual report, reducing the item "Liabilities to group enterprises" by DKK 3.224.607,05 The opening equity is improved by an equivalent amount. The change has no impact on the calculated taxes. The impact of the significant misstatement is accounted for directly in the opening equity under the line "Change of equity due to correction of errors." Net revenue Net revenue from the sale of merchandise and finished goods is recognised in the Income Statement if supply and risk transfer to purchaser has taken place before the end of the year and if the income can be measured reliably and is expected to be received. Net revenue is recognised exclusive of VAT and less duties and discounts related to the sale. Cost of sales Cost of sales comprise costs incurred to achieve the net revenue for the year, including direct and indirect costs of raw materials and consumables. Other operating income Other operating income includes items of a secondary nature in relation to the enterprises' principal activities, including profit from sale of intangible and tangible assets, operating loss and conflict compensations, as well as salary refunds. Compensations are recognised when the income is estimated to be realisable. Other external expenses Other external expenses include other production, sales, delivery and administrative costs, including costs of energy, marketing, premises, loss on bad debts, lease expenses, etc Staff costs Staff costs comprise wages and salaries, including holiday pay and pensions, and other costs of social security etc., for the Company's employees. Financial income and expenses Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices. Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity. Intangible fixed assets Acquired goodwill is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over the expected useful life which is estimated to 15 years. The period of amortisation is determined based on an assessment of the acquired Company’s position in the market and earnings profile, and the industry-specific conditions. Patents and licences are measured at the lower of cost less accumulated amortisation and the recoverable amount. Patents are amortised over the remaining patent period and licences are amortised over the period of the agreement, however, no more than 8 years. Profit or loss from sale of intangible fixed assets is calculated at the difference between the sales price and the carrying amount at the time of the sale. Profit and loss are recognised in the Income Statement under other operating income or other operating expenses. Impairment of fixed assets The carrying amount of intangible fixed assets, are assessed annually for indications of impairment other than that reflected by amortisation and depreciation. In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the recoverable amount is lower than the carrying amount, the asset is written down to the recoverable amount. The recoverable amount is calculated at the higher of the capital value and the sales value less expected costs of a sale. The capital value is determined as the Company's share in the current value of the net cash flows which the subsidiary is expected to generate through its activities and from sale of assets after the end of their useful lives. A discount rate is used which reflects the risk-free market rate and the owners' minimum return on interest requirements for similar assets. The growth rate in the terminal period is determined in accordance with the standards within the industry. Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses. Write-off is performed to provide for losses when an objective indication has been assessed to have incurred that a receivable or a portfolio of receivables are impaired. If there is an objective indication that an individual receivable is impaired, the write-off is performed at individual level. Receivables for which there are no objective indication of impairment at individual level are assessed at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors’ registered office and credit rating in accordance with the Company’s policy for credit risk management. The objective indicators, which are applied for portfolios, are determined based on the historical loss experiences. Write-off is determined as the difference between the carrying amount of receivables and the present value of the expected cash flows, including realisable value of any received collaterals. The effective interest rate is used as discount rate for the single receivable or portfolio. Accruals, assets Accruals recognised as assets include costs incurred relating to the subsequent financial year. Tax payable and deferred tax Current tax liabilities and receivable current tax are recognised in the Balance Sheet as the calculated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and taxes paid on account. The Company is subject to joint taxation with Danish Group companies. The current corporation tax is distributed among the joint taxable companies in proportion to their taxable income and with full allocation and refund related to tax losses. The joint taxable companies are included in the tax-on-account scheme. Joint taxation contributions receivable and payable are recognised in the Balance Sheet under current assets and liabilities, respectively. Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities. Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff against deferred tax liabilities within the same legal tax entity. Deferred tax is measured on the basis of the tax rules and tax rates that under the legislation in force on the Balance Sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. Liabilities Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less transaction costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recognised in the Income Statement over the loan period. 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