Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2021-01-01 2021-12-31 2020-01-01 2020-12-31 33581076 Burnblock Holding ApS Wilders Plads 15 C 1403 København K 2011-02-10 Copenhagen 70232053 www.burnblock.com EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg 2022-04-19 Jan Sørensen Regnskabsklasse B Revisionspåtegning Grundlag for konklusion Konklusion true true 2022-04-19 2022-04-19 CaseWare Working Papers Copenhagen Jan Sørensen Henrik Lyngbye Pedersen Chair Jan Sørensen Hroar Bay-Smidt Copenhagen Morten Weinreich Larsen State Authorised Public Accountant mne42791 270996 585348 416741 681222 -145745 -95874 300000 600000 -445745 -695874 1481857 1736835 0 80948 1164006 1207526 -127894 -85617 -2403 -12972 -125491 -72645 -125491 -72645 0 300000 0 300000 2954251 1472394 2954251 1472394 2954251 1772394 437 0 30627 69837 31064 69837 72438 6451 103502 76288 3057753 1848682 100000 100000 -36529695 -36404204 -36429695 -36304204 39438520 36435922 39438520 36435922 48928 199482 0 1481682 0 35800 48928 1716964 3057753 1848682 100000 -36404204 -125491 100000 -36529695 0 80948 1160381 1136911 0 68140 3625 2475 2403 12972 -2403 -12972 35267794 35267794 -33795400 1481857 -32313543 2954251 Burnblock ApS Denmark 100 2954251 1481857 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of Burnblock Holding ApS for the financial year 1 January - 31 December 2021. 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 31 December 2021 and of the results of the Company's operations for the financial year 1 January - 31 December 2021. 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 shareholders of Burnblock Holding ApS We have audited the financial statements of Burnblock Holding ApS for the financial year 1 January - 31 December 2021, 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 31 December 2021 and of the results of the Company's operations for the financial year 1 January - 31 December 2021 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' 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. The Company's business objectives comprise holding shares in other companies and related activities. The Company holds shares in Burnblock ApS, corresponding to an ownership interest of 100%. The loss for the year amounted to DKK 125 thousand and is considered acceptable. The positive development in the subsidiary Burnblock ApS illustrates that the transition over several years to new and focus areas has come to an end. The Company's equity amounted to DKK -36,430 thousand. The Company has lost more than half of the share capital and is subject to the provisions on re-establishment of the share capital under the Danish Companies Act. The Company has completed its discussions with Bregnerød Investeringsselskab ApS and has obtained a commitment for the necessary financing of the operations up to and including 31 December 2022. No events materially affecting the Company's financial position have occurred subsequent to the financial year-end. The annual report of Burnblock Holding ApS for 2021 has been presented in accordance with the provisions applying to reporting class B enterprises under the Danish Financial Statements Act. In accordance with section 110(1) of the Danish Financial Statements Act, the Company has not prepared consolidated financial statements. The accounting policies used in the preparation of the financial statements are consistent with those of last year. In accordance with the Danish Business Authority’s clarification in May 2021, financial statement items regarding equity investments in associates have been renamed to equity investments in participating interests as the financial statement items must be designated as such when the entity only holds equity investments in associates. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the Company and the value of the asset can be reliably measured. Liabilities are recognised in the balance sheet when an outflow of economic benefits is probable and when the liability can be reliably measured. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described below for each individual item. Certain financial assets and liabilities are measured at amortised cost, implying the recognition of a constant effective interest rate to maturity. Amortised cost is calculated as initial cost minus any principal repayments and plus or minus the cumulative amortisation of any difference between cost and nominal amount. In recognising and measuring assets and liabilities, any gains, losses and risks occuring prior to the presentation of the annual report that evidence conditions existing at the balance sheet date are taken into account. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities measured at fair value or amortised cost. Equally, costs incurred to generate last year’s earnings are recognised, including depreciation, amortisation, impairment losses and provisions as well as reversals as a result of changes in accounting estimates of amounts which were previously recognised in the income statement. Reporting currency The financial statements are presented in Danish kroner (DKK). Other operating income comprises items of a secondary nature relative to the Company's core activities, including costs for patent protection invoiced to Burnblock ApS. Other external costs comprise costs for patent protection, auditors, attorneys, etc. The item comprises amortisation of intangible assets. The basis of amortisation, which is calculated as cost less any residual value, is amortised on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows: Acquired intangible assets 5 years 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 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 concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the on-account tax scheme, etc. 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. Other intangible assets include acquired intangible rights. Other intangible assets are measured at cost less accumulated amortisation and impairment losses. Investments in subsidiaries are initially recognised at cost and subsequently measured using the equity method at the Parent Company's proportionate share of such entities' equity plus goodwill on consolidation and intra-group losses and less intra-group gains and negative goodwill, if any. Investments in entities, whose net asset value is negative, are measured at DKK 0. The entity's proportionate share of a loss on equity, if any, is set off against receivables from the investment, if the loss is irrecoverable. Amounts in excess thereof are recognised under "Provisions", if the Parent Company has a legal or constructive obligation to cover the loss. 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 subsidiaries measured at net asset value are subject to impairment test requirements if there is any indication of impairment. The carrying amount of intangible assets, property, plant and equipment and investments in subsidiaries and associates 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. Impairment losses on goodwill are not reversed. Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. The Company has chosen IAS 39 as interpretation for impairment of financial receivables. Cash comprises cash and short term securities which are readily convertible into cash and subject only to minor risks of changes in value. Treasury shares Purchases and sales of treasury shares are taken directly to equity under "Retained earnings". Proposed dividends Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". 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. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. 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. 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 Company has lost more than half of its share capital and is, therefore, subject to the provisions applying to capital loss under the Danish Companies Act. The Company has completed its discussions with Bregnerød Investeringsselskab ApS and has obtained a commitment for the necessary financing of operations up to and including 31 December 2022. The Company's share capital has remained DKK 100,000 over the past 5 years. Of the long-term liabilities, DKK 0 falls due for payment after more than five years after the balance sheet date. Contingent liabilities The Company is jointly taxed with its ultimate parent, Bregnerød Investeringsselskab ApS, which acts as management company, and is jointly and severally liable with other jointly taxed group entities for payment of income taxes. Burnblock Holding ApS has issued a letter of support to the subsidiary Burnblock ApS. Burnblock Holding ApS declares through any necessary supplements to guarantee the Company's obligations, thereby ensuring Burnblock ApS' continued operation up to and including 31 December 2022. The company has provided a unlimited guarantee for the subsidiary Burnblock ApS. As of 31 December 2021 the balance is DKK 1,000 thousand, as well as the outstanding balance at all times regarding issued MasterCard, max. DKK 320 thousand. Information about consolidated financial statements Parent Domicile Bregnerød Investeringsselskab ApS Vassingerødvej 147, 3540 Lynge, Denmark Ownership The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the votes or minimum 5% of the share capital: Name Domicile Bregnerød Investeringsselskab ApS Vassingerødvej 147, 3540 Lynge, Denmark JSE Consulting & Management Holding ApS Jægersborg Alle 23, 1. th 2920 Charlottenlund, Denmark 33581076 2021-01-01 2021-12-31 33581076 2020-01-01 2020-12-31 33581076 2020-12-31 33581076 2021-12-31 33581076 2021-01-01 2021-12-31 1 33581076 2021-01-01 2021-12-31 2 33581076 2021-01-01 2021-12-31 3 33581076 2021-01-01 2021-12-31 1 33581076 2021-01-01 2021-12-31 1 33581076 2021-01-01 2021-12-31 e:RetainedEarningsMember 33581076 2020-01-01 2020-12-31 e:RetainedEarningsMember 33581076 2021-01-01 e:InvestmentsInGroupEnterprisesMember 33581076 2021-01-01 2021-12-31 e:InvestmentsInGroupEnterprisesMember 33581076 2021-12-31 e:InvestmentsInGroupEnterprisesMember 33581076 2021-01-01 e:ContributedCapitalMember 33581076 2021-12-31 e:ContributedCapitalMember 33581076 2021-01-01 e:RetainedEarningsMember 33581076 2021-01-01 2021-12-31 e:RetainedEarningsMember 33581076 2021-12-31 e:RetainedEarningsMember 33581076 2021-01-01 2021-12-31 e:SubsidiaryMember 1 33581076 2021-12-31 e:SubsidiaryMember 1 iso4217:DKK xbrli:pure