Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2023-07-01 2024-06-30 2022-07-01 2023-06-30 27659659 CM FINANS A/S Koldinghus Alle 1B Bregentved 4690 Haslev 2004-03-23 Faxe Nordea Strandgade 3 1401 Copenhagen K DAHL Advokatpartnerselskab Lundborgvej 18 8800 Viborg EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg 2024-10-22 Anders Dolmer Regnskabsklasse C, mellemstor virksomhed Revisionspåtegning Grundlag for konklusion Konklusion true 2024-10-22 2024-10-22 CaseWare Working Papers Haslev Peter Amstrup-Kappel Anders Dolmer Chairman Otto Joachim Peter Moltke Christian Georg Peter Moltke Copenhagen Henrik Pedersen Kennet Hartmann State Authorised Public Accountant mne35456 State Authorised Public Accountant mne40036 -3399000 -310000 -1446000 -3607000 -1006000 -2168000 41228000 91176000 72017000 30989000 43570000 71598000 30776000 41951000 910485000 817201000 833289000 0 0 0 0 0 761487000 697017000 671163000 37 95.9 79.2 38 57.2 Current ratio Current ratio Current ratio Current ratio Current ratio 82.7 86.5 83.6 85.3 80.5 3.9 10.5 9.8 4.5 6.4 1 1 1 -5503000 -3856000 120000 130000 -5623000 -3986000 44457000 89245000 441000 449000 10951000 10020000 14621000 8538000 35605000 87190000 -1708000 -312000 37313000 87502000 1053674000 858538000 83131000 55474000 55000 64000 107000 107000 1708000 313000 1138675000 914496000 1138675000 914496000 125000 0 73860000 128590000 2116000 2553000 915000 65000 77016000 131208000 731000 4910000 77747000 136118000 1216422000 1050614000 1000000 1000000 776175000 716614000 228926000 191061000 1006101000 908675000 2912000 0 1568000 1133000 194790000 138171000 0 2630000 11044000 5000 7000 0 210321000 141939000 210321000 141939000 1216422000 1050614000 1000000 567684000 192803000 89694000 -2192000 0 -34543000 0 0 25143000 0 -450000 450000 1000000 716614000 191061000 44898000 -7585000 0 -25052000 0 0 35061000 0 -45450000 45450000 1000000 776175000 228926000 120000 130000 120000 130000 1 1 10263000 9568000 465000 403000 223000 49000 13853000 7654000 552000 403000 216000 481000 -1708000 -312000 437000 3950000 437000 3950000 44898000 89694000 -7585000 -2192000 141963000 58456000 25000 107000 313000 135566000 47414000 0 0 1708000 0 19542000 0 0 313000 277529000 86328000 25000 107000 1708000 716575000 -2982000 39000 0 0 25052000 0 0 0 0 45000000 450000 44457000 441000 35061000 0 0 215000 0 0 0 776145000 -3197000 30000 0 0 1053674000 83131000 55000 107000 1708000 CMB II A/S Haslev 100 4531 3503 Flyveplads Vandel ApS Haslev 100 49526 -12659 Erhvervspark Vandel ApS Haslev 100 84646 -6858 FM Pork A/S Haslev 100 23334 11073 CM Agropol Sp. z o.o. Poland 100 749050 87471 CMB III ApS Haslev 51.6 27269 -4671 A/S Dangroup Poldar Holding Haslev 100 66809 8751 Solarpark Vandel Services ApS Søborg 50 1009 882 10000 A 10000 10000 830000 B 830000 830000 160000 C 160000 160000 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of CM FINANS A/S for the financial year 1 July 2023 - 30 June 2024. 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 of the Company at 30 June 2024 and of the results of the Company's operations for the financial year 1 July 2023 - 30 June 2024. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. To the shareholder of CM FINANS A/S We have audited the financial statements of CM FINANS A/S for the financial year 1 July 2023 - 30 June 2024, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are 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 of the Company at 30 June 2024 and of the results of the Company's operations for the financial year 1 July 2023 - 30 June 2024 in accordance with the Danish Financial Statements Act. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence 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. 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 as to 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 the 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 note 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 the Management's review. Our opinion on the financial statements does not cover the 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 the Management's review and, in doing so, consider whether the 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 the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the 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 the Management's review. For terms and definitions, please see the accounting policies. The primary activities of the Company are to hold shares in the wholly owned subsidiaries as well as associates. The Company is part of the CMOL Holding Group. The income statement for 2023/24 shows a profit of DKK 37,313 thousand against a profit of DKK 87,502 thousand last year, and the balance sheet at 30 June 2024 shows equity of DKK 1,006,101 thousand. The Company has acquired the company A/S Dangroup Poldar Holding in 2023-24. Management considers the company's financial performance in the year satisfactory. The company has no special knowledge resources due to its purpose of conducting investment business. As a result of its investments and financing, the Company is exposed to changes in exchange rates and interest levels. The Company focuses on spreading its investments to minimize risks of significant fluctuations in its portfolio. The Company is financed via floating interest rates agreements with group-affiliated companies. The Company pays instalments on most debt instruments and is committed to continuously reduce its financial risks. The Company does not use derivative financial instruments. The Company has investments in the following industry areas which could significantly affect the company's returns: • Agriculture in Poland • Pig production in Denmark • Investment properties in Denmark and Poland. Operational risks The weather conditions in Poland can significantly affect the Company's return on investments. The Company's own operating risk is limited because its purpose is to run an investment business. Market risk Developments in agricultural crops, electricity, pork and property prices can significantly affect the Company's return on investments. Environmental conditions The company does not have any significant environmental impact as a result of the company's purpose being to run an investment business. Reference is made to the management report of the ultimate parent company CMOL Holding ApS in the section "Environment and Climate", in which the group's environmental conditions are described. The company does not have any research or development activities. No events materially affecting the Company's financial position have occurred subsequent to the financial year-end. The Company expects a positive result for the financial year 2024/25. The result will be significantly influenced by market prices for agriculture crops, electricity, pork and property may affect the Companys investments significantly. The company expects a profit of between DKK 26,000-46,000 thousand. The annual report of CM FINANS A/S for 2023/24 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to medium-sized reporting class C entities. In accordance with section 112(1) of the Danish Financial Statements Act, the Company has not prepared consolidated financial statements. The annual report for CM Finans A/S is part of the consolidated financial statements for CMOL Holding ApS. The accounting policies used in the preparation of the financial statements are consistent with those of last year. With reference to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been prepared. The Company's cash flows are reflected in the consolidated cash flow statement for the higher-ranking parent company CMOL Holding ApS. Reporting currency The financial statements are presented in Danish kroner (DKK'000). On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses. The items other operating income and other external expenses have been aggregated into one item in the income statement called gross loss in accordance with section 32 of the Danish Financial Statements Act. Other external expenses include the year's expenses relating to administration. Staff costs include wages and salaries, including compensated absence and pension to the Company's employees, as well as other social security contributions, etc. The item is net of refunds from public authorities. A proportionate share of the underlying entities' profit/loss after tax is recognised in the income statement according to the equity method. Shares of profit/loss after tax in subsidiaries and participating interets are presented as separate line items in the income statement. Full elimination of intra-group gains/losses is made for equity investments in subsidiaries. Financial income and expenses are recognised in the income statement at the amounts that relate to the financial reporting period. The items comprise interest income and expenses, e.g. from group entities and associates, declared dividends from other securities and investments, financial expenses relating to finance leases, realised and unrealised capital gains and losses relating to other securities and investments, exchange gains and losses and amortisation of financial assets and liabilities. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The entity is jointly taxed with other group entities. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption). Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company. Equity investments in group entities and participating interests are measured according to the equity method. On initial recognition, equity investments in subsidiaries and participating interests are measured at cost, i.e. plus transaction costs. The cost is allocated in accordance with the acquisition method. The cost is adjusted by shares of profit/loss after tax calculated in accordance with the Group's accounting policies less or plus unrealised intra-group gains/losses. Identified increases in value and goodwill, if any, compared to the underlying entity's net asset value are amortised in accordance with the accounting policies for the assets and liabilities to which they can be attributed. Negative goodwill is recognised in the income statement. Dividend received is deduced from the carrying amount. Equity investments in group entities and participating interests measured at net asset value are subject to impairment test requirements if there is any indication of impairment. Gains and losses on disposal of subsidiaries and participating interets are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal including non-amortised goodwill and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses. Other investments comprise unlisted equity investments measured at the lower of cost and net realisable value. The carrying amount of investments in subsidiaries, participating interets and other securities and investments is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Cash comprise cash. Reserve for net revaluation according to the equity method The net revaluation reserve according to the equity method includes net revaluations of investments in subsidiaries and participating interets relative to cost. The reserve can be eliminated in case of losses, realisation of investments or a change in accounting estimates. The reserve cannot be recognised at a negative amount. Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. The Company has chosen IAS 39 as interpretation for liabilities. Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases. Other liabilities are measured at net realisable value. The financial ratios stated under "Financial highlights" have been calculated as follows: Operating profit/loss Profit/loss before net financials +/- Other operating income and other operating expenses Current ratio Current assets x 100 Current liabilities Equity ratio Equity, year-end x 100 Total equity and liabilities, year-end Return on equity Profit/loss after tax x 100 Average equity By reference to section 98b(3), (ii), of the Danish Financial Statements Act, remuneration to Management is not disclosed. The carrying amount of investments in group enterprises is composed of investment of net asset value in of DKK 996,237 thousand, as well as goodwill and other added value of DKK 57,437 thousand. Of the total carrying amount, negative net assets in group entities, DKK 3,197 thousand, have been set off against receivables. Each A share carries 170 voting rights for each nominal value. Each B share carries 1 voting rights for each nominal value. Each C share carries 0 voting rights for each nominal value. Contingent liabilities The Company has issued a declaration of subordination in respect of receivables from the group entities FM Pork A/S, FMP Eskildstrup ApS, FMP Langesnage ApS, FMP Turebylille ApS and FMP Sofiendal ApS recognised as investments. Repayment of the Company’s receivables from group entities will not be requested provided that such repayment will imply that the group entities cannot meet their other obligations as they fall due. Other contingent liabilities The Entity participates in a Danish joint taxation arrangement in which CMOL Holding ApS serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements. Collateral for group entities The Company has guaranteed group entities' debt to credit institutions, group entities' bank guarantee and parent company guarantee for group entities' liabilities to third parties. The guarantee for group entities is limited to DKK 105.809 thousand. Letters of support The Company has issued a letter of support to the group entities Telos Energy ApS and Bregentved Cleantech Systems ApS. The Company has a receivable of DKK 3,280 thousand with the group entities which the Company has declared that it will not claim payments on until the group entities has the liquidity to allow such payments. The letter of support is irrevocable until 1 July 2025. Significant influence Related party Domicile Basis for significant influence CMOL Holding ApS Haslev Voting rights Information about consolidated financial statements Parent Domicile Requisitioning of the parent company's consolidated financial statements CMOL Holding ApS Haslev CVR.dk Related party transactions The Company solely discloses related party transactions that have not been carried out on an arm's length basis, cf. section 98c(7) of the Danish Financial Statements Act. 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