BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2024-06-24Peter Aue ElbekAirlich Topco ApSSortemosevej 213450 AllerødAndre erklæringer uden sikkerhed441176302023-05-26Allerød2023-05-262023-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VAllerød2024-06-24Peter Aue ElbekCopenhagen2024-06-24BDO Statsautoriseret revisionsaktieselskab20222670Kim MückeAndre erklæringer uden sikkerhedState Authorised Public Accountantmne1094431395-3139510613011065627-35721-4198-31523-31523-3152310000019458806195588061955880641984198406460419563410100000-31523684771947916319479163157701577019494933195634101000000-31523100000-31523110613011061301106203335941065627-41981000001945880610000019458806100000194588060Regnskabsklasse BtruetrueToday the Executive Board have discussed and approved the Annual Report of Airlich Topco ApS for the financial year 26 May - 31 December 2023. The Annual Report is presented in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2023 and of the results of the Company's operations for the financial year 26 May - 31 December 2023. The Management Commentary includes in my opinion a fair presentation of the matters dealt with in the Commentary. The Executive Board remain of the opinion that the conditions for opting out of audit have been fulfilled. I recommend the Annual Report be approved at the Annual General Meeting. To the shareholders of Airlich Topco ApS We have compiled these Financial Statements of Airlich Topco ApS for the financial year 26 May - 31 December 2023 based on the Company's accounting records and other information provided by Management. These Financial Statements comprise income statement, balance sheet, statement of changes in equity, notes and accounting policies. We performed this compilation engagement in accordance with the International Standard, Compilation Engagements. We have applied our professional expertise to assist Management in the preparation and presentation of these Financial Statements in accordance with the Danish Financial Statements Act. We have complied with relevant statutory provisions of the Danish Audit Act and International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), including principles of integrity, objectivity, professional behaviour, and due care. These Financial Statements and the accuracy and completeness of the information used to compile these Financial Statements are Management’s responsibility. Since an engagement to compile financial information is not an assurance engagement, we are not required to verify the accuracy or completeness of the information provided by Management to us to compile these Financial Statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these Financial Statements are prepared in accordance with the Danish Financial Statements Act. Principal activities The principal activity of the Company is a holding company with, through an intermediary holding company, Airlich Holding ApS, a majority ownership of Airlich ApS, a company engaged in developing a retrofit air cleaning system, and Airlich IP ApS, a company that acquires and maintains patents associated with indoor air cleaning and purification. Financial performance and valuation uncertainty In 2023, the Company has provided financing to Airlich Holding ApS to allow it to fund Airlich ApS's development activities and Airlich IP ApS’s acquisition and maintenance of patents associated with indoor air cleaning and purification. Whilst the subsidiaries in the group are in a start up phase, the valuation of the loans provided to Airlich Holding ApS are subject to significant uncertainty. The subsidiaries' development activities are progressing as planned, and Management is comfortable that the subsidiaries will begin to generate revenue in the foreseeable future, and that, in the mid- to long-term, the subsidiaries will also become profitable. Loans receivable together with loans payable are due no later than 1 January 2025. On this basis, Management has determined that it is reasonable and appropriate to present the annual report for 2023 assuming that the Company is a going concern for a period at least until 31 December 2024. Significant events after the end of the financial year After the balance sheet date, the Company has provided Airlich Holding ApS with additional loans amounting to DKK 4,340k. The terms for the loans are identical with loans provided in 2023. Payment of the loans including accrued interest is payable no later than 1 January 2025. Share Capital Retained earnings Total Equity at 26 May 2023 100.000 0 100.000 Proposed loss allocation -31.523 -31.523 Equity at 31 December 2023 100.000 -31.523 68.477 Staff costs 1 Average number of full time employees 1 Other financial income 2 Interest income from group enterprises 1.061.301 172.110 1.061.301 Other financial expenses 3 Interest expenses to group enterprises 1.062.033 173.107 Other interest expenses 3.594 1.065.627 Financial non-current assets 5 Investments in subsidiaries Receivables from Group companies Additions 100.000 19.458.806 Cost at 31 December 2023 100.000 19.458.806 Carrying amount at 31 December 2023 100.000 19.458.806 The Company has declared to Airlich Holding ApS that the loan provided including accrued interest will not be demanded repaid until 1 January 2025. All group companies are development-stage companies without having yet realised any revenue, the recoverable value of the receivables is inherently subject to uncertainty. At this stage, Management is confident that it is both realistic and achievable to commercialise the air cleaning system and securing positive cash-flow generation in the long-term throughout the Group. Therefore, Management has recognised all receivables without provision for write-down. Long-term liabilities 6 31/12 2023 Repayment Debt outstanding total liabilities next year after 5 years Payables to group enterprises 19.479.163 0 0 535.400 535.400.01 19.479.163 0 0 The Parent Company, Nelbek Ventures 2 ApS, has confirmed that it will not demand repayment of the outstanding loan balance, including interest accrued, at 31 December 2023 of DKK 19.479.163 before 1 January 2025. Joint liabilities The Company is participating in a joint taxation, whereby the Company is jointly and severally liable together with the other group companies which participate in the joint taxation 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 Nelbek Ventures 2 ApS, which serves as management Company for the joint taxation. The Annual Report of Airlich Topco ApS for 2023 has been presented in accordance with the provisions of the Financial Statements Act for Danish enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The format of the income statement has been adjusted to the Company's activities as a holding Company. The Annual Report is prepared with the following accounting principles. Consolidated Financial Statements are not prepared because the Group fulfils the requirements for exemption in section 110 of the Danish Financial Statements Act. Other external expenses Other external expenses include corporate costs, etc Financial income and expenses Financial income and expenses include interest income and expenses recognised by the amounts that relate to the financial year. 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. Financial non-current assets Investments in subsidiaries are measured at cost. If the cost exceeds the net realisable value, this is written down to the lower value. Impairment of fixed assets The carrying amount of fixed assets, which are not measured at fair value, 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 carrying 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. 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. The amortised cost of current liabilities corresponds usually to the nominal value. 441176302023-05-262023-12-31441176302023-12-31441176302023-05-26g:ContributedCapitalMember441176302023-12-31g:ContributedCapitalMember441176302023-05-262023-12-31g:RetainedEarningsMember441176302023-05-26g:RetainedEarningsMember441176302023-12-31g:RetainedEarningsMember441176302023-05-262023-12-311441176302023-05-262023-12-31g:ReceivablesFromGroupEnterprisesMember441176302023-12-31g:ReceivablesFromGroupEnterprisesMember441176302023-05-262023-12-31g:InvestmentsInGroupEnterprisesMember441176302023-12-31g:InvestmentsInGroupEnterprisesMember441176302023-05-262023-12-311xbrli:pureiso4217:DKK