45267520 2024-12-11 2025-06-30 45267520 2024-12-11 2025-06-30 memberOfBoardIdentifier_executive_board_1 45267520 2024-12-11 2025-06-30 1 45267520 2025-06-30 45267520 2024-12-11 fsa:ContributedCapitalMember 45267520 2024-12-11 fsa:RetainedEarningsMember 45267520 2024-12-11 45267520 2024-12-11 2025-06-30 fsa:ContributedCapitalMember 45267520 2024-12-11 2025-06-30 fsa:RetainedEarningsMember 45267520 2025-06-30 fsa:ContributedCapitalMember 45267520 2025-06-30 fsa:RetainedEarningsMember 45267520 2024-12-11 fsa:InvestmentsInGroupEnterprisesMember 45267520 2024-12-11 2025-06-30 fsa:InvestmentsInGroupEnterprisesMember 45267520 2025-06-30 fsa:InvestmentsInGroupEnterprisesMember 45267520 2024-12-11 2025-06-30 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember 45267520 2025-06-30 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember 45267520 2025-06-30 1 fsa:SubsidiaryMember 45267520 2025-06-30 fsa:LongtermPayablesToGroupEnterprisesMember 45267520 2025-06-30 fsa:ShorttermPayablesToGroupEnterprisesMember 45267520 2025-06-30 fsa:LongtermTaxPayablesMember iso4217:DKK pure xbrli:pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2024-12-11 2025-06-30 Regnskabsklasse B Erklæring om udvidet gennemgang true 2025-12-28 Eric Jacques Antoine Darrou The Executive Board has today considered and adopted the Annual Report of Minlay Danmark ApS for the financial year 11 December 2024 - 30 June 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the financial position at 30 June 2025 of the Company and of the results of the Company operations for 2024/25. In my opinion, Management's Review includes a true and fair account of the matters addressed in the Review. I recommend that the Annual Report be adopted at the Annual General Meeting. Herlev 2025-12-28 Eric Jacques Antoine Darrou CEO To the shareholder of Minlay Danmark ApS Opinion We have performed an extended review of the Financial Statements of Minlay Danmark ApS for the financial year 11 December 2024 - 30 June 2025, 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 in accordance with the Danish Financial Statements Act.Based on the work performed, in our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 30 June 2025 and of the results of the Company’s operations for the financial year 11 December 2024 - 30 June 2025 in accordance with the Danish Financial Statements Act. Basis for Opinion 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 ”Practitioner’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 (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 evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. 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 to obtain limited assurance in respect of our conclusion on the Financial Statements and, moreover, that we perform supplementary procedures specifically required to obtain additional assurance in respect of our conclusion.An extended review consists of making inquiries, primarily of Management and others within the enterprise, as appropriate, and applying analytical procedures and the supplementary procedures specifically required as well as assessing the evidence obtained. An extended review is less in scope than an audit and, consequently, we do not express an audit opinion on the Financial Statements. Management is responsible for Management’s Review.Our opinion on the Financial Statements does not cover Management’s Review, 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 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 extended review, 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, in our view, Management’s Review 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 Management’s Review. Hellerup 2025-12-28 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Malene Hvidt Haslund State Authorised Public Accountant mne49078 Minlay Danmark ApS Tværdiget 18 2730 Herlev 45267520 Copenhagen Strandvejen 44 2900 Hellerup Key activitiesThe Company's primary purpose is to hold investments in subsidiaries and related activities.Development in the yearThe income statement of the Company for 2024/25 shows a loss of DKK 3,556,830, and at 30 June 2025 the balance sheet of the Company shows a negative equity of DKK 3,516,830.Uncertainty relating to recognition and measurementThere has been no uncertainty regarding recognition and measurement in the Annual Report.Unusual eventsThe financial position at 30 June 2025 of the Company and the results of the activities and cash flows of the Company for the financial year for 2024/25 have not been affected by any unusual events.Subsequent eventsNo events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. -22500 -1813348 2212733 -4048581 -491751 -3556830 -3556830 59457704 59457704 59457704 40001 13559 637798 691358 5000 696358 60154062 40000 -3556830 -3516830 53345081 159606 53504687 22500 10143705 10166205 63670892 60154062 40000 0 40000 0 -3556830 -3556830 40000 -3556830 -3516830 As of 30 June 2025 the Company has lost its nominal share capital and further the Company has short term debt which exceeds its current assets. The Parent Company has issued a letter of subordination and support and committed to providing liquidity support to the company up to and including the date of the ordinary annual general meeting for the Financial Statements for 2025/26.Based on this it is Management's assessment that the financial statements can be prepared on a going concern basis. 0 Share of profits2,203,035Amortisation of goodwill-4,016,383-1,813,348 2141101 71632 2212733 -478192 -13559 -491751 0 61271052 61271052 2203035 4016383 -1813348 59457704 Positive differences arising on initial measurement of subsidiaries at net asset value61,271,052Remaining positive difference included in the above carrying amount at52,212,980Investments in subsidiaries are specified as follows:7,244,7242,203,035 Eidorff Dental ApS Herlev 1.00 7244724 2203035 The following receivables fall due for payment more than 1 year after year end:Corporation tax receivable from group enterprises636,036636,036 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:Payables to group enterprises63,488,786Corporation tax159,606 0 53345081 53345081 10143705 0 159606 159606 0 Other contingent liabilitiesThe group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable by the Group amounts to DKK 159,606. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Group’s liability.Other financial obligationsOther financial obligations are not material for the financial statements. No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The Annual Report of Minlay Danmark ApS for 2024/25 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C.The Financial Statements for 2024/25 are presented in DKK. With reference to section 110 of the Danish Financial Statements Act, no consolidated financial statements are prepared. Recognition and measurementRevenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Translation policiesDanish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Gains and losses arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement.Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement. Other external expensesOther external expenses comprise expenses for administration, etc. Gross lossWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss comprises of other external expenses. Income from investments in subsidiariesThe item “Income from investments in subsidiaries” in the income statement includes the proportionate share of the profit for the year. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.The Company is jointly taxed with Danish Group entities. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes. Investments in subsidiariesInvestments in subsidiaries are recognised and measured under the equity method.The item “Investments in subsidiaries” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with addition of the remaining value of any increases in value and goodwill calculated at the time of acquisition of the enterprises.The total net revaluation of investments in subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the subsidiaries.Subsidiaries with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Deferred tax assets and liabilitiesDeferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off 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 will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Current tax receivables and liabilitiesCurrent tax liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses. Loans are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value.