41416998 2021-06-30 cmn:TwoYearsAgoMember 41416998 2023-03-31 41416998 2022-06-30 41416998 2022-07-01 fsa:ContributedCapitalMember 41416998 2022-07-01 fsa:RetainedEarningsMember 41416998 2023-03-31 fsa:ContributedCapitalMember 41416998 2023-03-31 fsa:RetainedEarningsMember 41416998 2022-07-01 fsa:FixturesFittingsToolsAndEquipmentMember 41416998 2023-03-31 fsa:FixturesFittingsToolsAndEquipmentMember 41416998 2022-07-01 fsa:InvestmentsInAssociatesMember 41416998 2021-07-01 fsa:InvestmentsInAssociatesMember 41416998 2023-03-31 fsa:InvestmentsInAssociatesMember 41416998 2022-06-30 fsa:InvestmentsInAssociatesMember 41416998 2023-03-31 relatedEntityIdentifier_asso_list_1 fsa:AssociateMember 41416998 2022-07-01 2023-03-31 41416998 2022-07-01 2023-03-31 1 41416998 2022-07-01 2023-03-31 memberOfBoardIdentifier_executive_board_1 41416998 2022-07-01 2023-03-31 memberOfBoardIdentifier_board_of_director_1 41416998 2022-07-01 2023-03-31 memberOfBoardIdentifier_board_of_director_2 41416998 2022-07-01 2023-03-31 memberOfBoardIdentifier_board_of_director_3 41416998 2022-07-01 2023-03-31 2 41416998 2020-07-01 2021-06-30 cmn:TwoYearsAgoMember 41416998 2021-07-01 2022-06-30 41416998 2022-07-01 2023-03-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 41416998 2021-07-01 2022-06-30 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 41416998 2022-07-01 2023-03-31 fsa:RetainedEarningsMember 41416998 2021-07-01 2022-06-30 fsa:RetainedEarningsMember 41416998 2022-07-01 2023-03-31 fsa:ContributedCapitalMember 41416998 2022-07-01 2023-03-31 fsa:RetainedEarningsMember 41416998 2022-07-01 2023-03-31 fsa:FixturesFittingsToolsAndEquipmentMember 41416998 2022-07-01 2023-03-31 fsa:InvestmentsInAssociatesMember 41416998 2021-07-01 2022-06-30 fsa:InvestmentsInAssociatesMember 41416998 2022-07-01 2023-03-31 relatedEntityIdentifier_asso_list_1 fsa:AssociateMember iso4217:DKK pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2022-07-01 2021-07-01 2023-03-31 2022-06-30 41416998 DS Flexhal A/S Samsøvej 2 9500 Hobro 2020-06-03 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Jens Chr. Skous Vej 1 8000 Aarhus C Denmark 89 32 00 00 aarhus@pwc.dk 2023-09-19 Simon Bisgaard Regnskabsklasse C, stor virksomhed Revisionspåtegning The Executive Board and Supervisory Board have today considered and adopted the Financial Statements of DS Flexhal A/S for the financial year 1 July 2022 - 31 March 2023. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements give a true and fair view of the financial position at 31 March 2023 of the Company and of the results of the Company operations for 2022/23. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Financial Statements be adopted at the Annual General Meeting. 2023-09-19 Hobro Kent Hejn Kristensen CEO Dr. Benedikt Benjamin Krings Chairman Florian Laxander Hans Jörg Frieauff To the shareholder of DS Flexhal A/S Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 March 2023 and of the results of the Company´s operations for the financial year 1 July 2022 - 31 March 2023 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of DS Flexhal A/S for the financial year 1 July 2022 - 31 March 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion 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 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 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 judgement 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 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 audit 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 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, 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. Aarhus 2023-09-19 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Jens Weiersøe Jakobsen State Authorised Public Accountant mne30152 Thyge Belter State Authorised Public Accountant mne30222 1059795000 87190000 40626000 108863000 168863000 508336000 289000 47 14.1 13.7 12.8 9.5 9.1 8.2 37.9 45.5 33.2 *For the Ratios the Profit/loss statement have been adjusted to a 12 months period, for the financial year 2022/23. Key activities The Company's activities consist of the development, design and construction of commercial buildings as turnkey contracts. Development in the year The income statement of the Company for 2022/23 shows a profit of TDKK 72,381, and at 31 June 2023 the balance sheet of the Company shows equity of TDKK 323,135. Management considers the results for the year satisfactory. Special risks - operating risks and financial risks Interest rate risks As a result of the Company's positive cash flow, changes in the interest rate level will have no impact on earnings. Credit risks The Company’s credit risks are primarily related to its customers’ ability to pay. To mitigate such risk, credit ratings are prepared for new customers and guarantees are obtained on usual terms for the construction industry. Intellectual capital resources To maintain our strong position in the market, it is crucial that we are able to retain and develop current employees and attract new talented employees with the right skills. Uncertainty relating to recognition and measurement Recognition and measurement have not been subject to any material uncertainty beyond the usual uncertainties related to the construction industry. Likewise, we identified no unusual circumstances that´could have affected recognition and measurement significantly. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The Company is included in the consolidated financial statements of DS Gruppen A/S, CVR no 40 68 50 14, which prepares a corporate social responsibility report in accordance with section 99a of the Danish Financial Statements Act. Currently, the Company's Supervisory Board consists of three men. The Company’s target is that, by 2025, at least one member of the Supervisory Board will be from the underrepresented gender, implying that by then, the Board will consist of two men and one woman, or, alternatively, three men and one woman if the target is most appropriately achieved by expanding the Supervisory Board. It is the overall ambition of the Company to increase the representation of the underrepresented gender at the Company’s other management levels. Against this background, it is during recruitment emphasised that candidates of both genders are invited to apply, and that both genders are treated equally when they are assessed. Similarly, employees of the underrepresented gender are offered courses and further education on the same terms as employees of the overrepresented gender. Through competence development, employees showing the right potential, regardless of gender, will be considered for management positions in the Company. The gender composition of the Company’s other management levels is generally challenged by the industry trend of men making up a large proportion of the workforce. In Management's assessment, the current staff reflects the industry's distribution between men and women, but a targeted effort by the Company would increase the number of women in the other management levels. The Company has not achieved its targets for the financial year 2022/23. In the previous financial year, DS Flexhal A/S changed owners. In that connection it has been essential to ensure management stability and in connection with the establishment of a new supervisory board. Against this background, the gender composition of the supreme governing body has been less of a focal point during the period. The Company is included in the consolidated financial statements of DS Gruppen A/S, CVR no 40 68 50 14, which prepares a statement of data ethics in accordance with section 99d of the Danish Financial Statements Act 942047000 1227228000 117000 2264000 797415000 1046207000 12177000 15620000 132572000 167665000 42724000 55182000 309000 301000 89539000 112182000 15000 -1365000 1574000 448000 150000 5153000 90978000 106112000 20028000 23651000 70950000 82461000 0 -34280000 70950000 116741000 1306000 1460000 1306000 1460000 374043000 141074000 383000 5029000 696380000 548994000 848809000 551714000 1123000 1260000 150000000 0 151123000 1260000 152429000 2720000 1258000 8588000 93887000 58600000 0 0 13006000 0 805000 515000 483382000 213806000 212998000 335188000 6250000 6250000 23129000 6068000 16303000 11530000 39432000 17598000 191069000 118116000 25465000 7905000 0 39596000 6250000 6250000 315454000 244656000 321704000 250906000 247316000 107707000 23823000 9886000 487673000 283210000 487673000 283210000 848809000 551714000 6250000 244656000 0 -152000 0 70950000 6250000 315454000 Geographical segments Revenue, Denmark 942048000 1217938000 Revenue, exports 0 9290000 0 0 -1000 0 942047000 1227228000 38525000 49577000 1349000 1731000 100000 124000 2750000 3750000 42724000 55182000 61 55 Remuneration to the Executive Board has not been disclosed in accordance with section 98 B(3) of the Danish Financial Statements Act. Share of profits of associates 15 0 Share of losses of associates 0 -1,365 15 -1,365 770000 194000 793000 0 11000 254000 1536000 39596000 18492000 -15945000 1431000 0 -1431000 0 20028000 23651000 1890000 155000 2045000 430000 309000 739000 1306000 3-8 years 5544000 5544000 5544000 5544000 -4284000 34281000 -152000 -418000 15000 -1366000 0 -36781000 -4421000 -4284000 Køge Logistics Center AS (under avvikling) Norge 25 Selling price of work in progress 942139000 1434831000 Payments received on account -1131950000 -1544359000 -189811000 -109528000 Recognised in the balance sheet as follows: Contract work in progress recognised in assets 1258000 8588000 Prepayments received recognised in debt -191069000 -118116000 -189811000 -109528000 Prepayments consist of prepaid expenses concerning rent, insurance premiums and subscriptions. Deferred tax liabilities at 1 July 6,068,000 22,013,000 Adjustment of deferred tax concerning previous years -1,431 0 Amounts recognised in the income statement for the year 18,492,000 -15,945,000 Deferred tax liabilities at 31 March 23,129,000 6,068,000 Other provisions includes warranty provisions related to completed contracts. Balance at 1. July 2022 16303 11530 16303 11530 Charges and security Rental and lease obligations Lease obligations under operating leases. Total future lease payments: Within 1 year 985,000 1,647,000 Between 1 and 5 years 1,611,000 374,000 2,596,000 2,021,000 The company has entered into leasing contracts with associated companies with a remaining term of 6-12 months and a total obligation of a total of TDKK 1.080. Guarantee obligations There are the normal warranty obligations for the industry. Complaint costs are recognized in the income statement on an ongoing basis. The company has provided guarantees for a total of TDKK 801.889 (2021/22: TDKK 668.606). Other contingent liabilities The Danish 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 is disclosed in the Annual Report of DS Gruppen A/S, which is the management company of the joint taxation purposes. Moreover, the Danish 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 Company’s liability. Controlling interest DS Gruppen A/S, Mariagerfjord Direct parent company Ortwin Goldbeck Holding SE Ultimate parent Transactions The Company has chosen only to disclose transactions which have not been made on an arm’s length basis in accordance with section 98(c)(7) of the Danish Financial Statements Act. The entity is included in the consolidated Financial Statements of: Name Place of registered office DS Gruppen A/S Mariagerfjord The Annual Report of DS Flexhal A/S for 2022/23 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to large enterprises of reporting class C. The accounting policies applied remain unchanged from last year. The Financial Statements for 2022/23 are presented in TDKK. With reference to section 112 of the Danish Financial Statements Act and to the consolidated financial statements for 2022/23 of DS Gruppen A/S, the Company has not prepared consolidated financial statements. 1 With reference to section 86(4) of the Danish Financial Statements Act and to the cash flow statement included in the consolidated financial statements of DS Gruppen A/S, the Company has not prepared a cash flow statement. Revenues 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. Leases in terms of which the Company assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lower of the fair value of the leased asset and the net present value of the lease payments computed by applying the interest rate implicit in the lease or an alternative borrowing rate as the discount rate. Assets acquired under finance leases are depreciated and written down for impairment under the same policy as determined for the other fixed assets of the Company. The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement. All other leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences 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. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity. 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. Fixed assets acquired in foreign currencies are measured at the transaction date rates. Information on business segments and geographical segments based on the Companys risks and returns and its internal financial reporting system. Business segments are regarded as the primary segments. Revenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Company. Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Company. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Expenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve revenue for the year. Other external expenses comprise indirect production costs and expenses for premises, sales and distribution as well as office expenses, etc. Staff expenses comprise wages and salaries as well as payroll expenses. Amortisation, depreciation and impairment losses comprise depreciation and impairment of property, plant and equipment. Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company, including gains and losses on the sale of property, plant and equipment. The item “Income from investments in associates” 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 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 wholly owned Danish and foreign subsidiaries. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Interest expenses on loans contracted directly for financing the construction of property, plant and equipment are recognised in cost over the construction period. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are: Other fixtures and fittings, tools and equipment 3-8 years The carrying amounts of property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by depreciation. If so, the asset is written down to its lower recoverable amount. Investments in associates are recognised and measured under the equity method. The item “Investments in associates” 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 deduction or addition of unrealised intercompany profits or losses and 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 associates 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 associates. Associates 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. Other fixed asset investments consist of 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. Provisions for bad debts are determined on the basis of an individual assessment of each receivable, and in respect of trade receivables, a general provision is also made based on the Company’s experience from previous years. Contract work in progress is measured at selling price of the work performed calculated on the basis of the stage of completion. The stage of completion is measured by the proportion that the contract expenses incurred to date bear to the estimated total contract expenses. Where it is probable that total contract expenses will exceed total revenues from a contract, the expected loss is recognised as an expense in the income statement. Where the selling price cannot be measured reliably, the selling price is measured at the lower of expenses incurred and net realisable value. Payments received on account are set off against the selling price. The individual contracts are classified as receivables when the net selling price is positive and as liabilities when the net selling price is negative. Expenses relating to sales work and the winning of contracts are recognised in the income statement as incurred. Prepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Dividend distribution proposed by Management for the year is disclosed as a separate equity item. Provisions are recognised when - in consequence of an event occurred before or on the balance sheet date - the Company has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation. Other provisions include warranty obligations in respect of repair work within the warranty period of 1-5 years. Provisions are measured and recognised based on experience with guarantee work. Deferred 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 liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Debts are measured at amortised cost, substantially corresponding to nominal value. Gross margin Gross profit x 100 / Revenue Profit margin Profit before financials x 100 / Revenue Return on assets* Solvency ratio Equity at year end x 100 / Total assets at year end Return on equity*