ÅrsrapportLars Hegelund Bjørnsbo2024-01-25RevisionspåtegningRegnskabsklasse C, mellemstor virksomhedBeierholmVoergaardvej 29200 Aalborg SV2021-10-012022-09-302022-10-012023-09-3018929007ECOstyle A/SHvidkærvej175250Odense SVOdenseBeierholm32895468Risingsvej63, 1.5000Odense CDanmarktruetrueWe have on this day presented the annual report for the financial year 01.10.22 - 30.09.23 for ECOstyle A/S.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the consolidated financial statements and financial statements give a true and fair view of the group's and the parent's assets, liabilities and financial position as at 30.09.23 and of the results of the group’s and parent’s activities and of the group's cash flows for the financial year 01.10.22 - 30.09.23.We believe that the management's review includes a fair review of the matters dealt with in the management's review.The annual report is submitted for adoption by the general meeting.Odense SV2023-12-11Lars Hegelund BjørnsboMartine Olijslagers-KuipChairmanJehannes Wiebren SantemaLars Hegelund BjørnsboTo the shareholder of ECOstyle A/S OpinionWe have audited the consolidated financial statements and financial statements of ECOstyle A/S for the financial year 01.10.22 - 30.09.23, which comprise income statement, balance sheet, statement of changes in equity and notes to the financial statements, including significant accounting policies for the group as well as for the parent company as well as the consolidated cash flow statement. The consolidated financial statements and financial statements are prepared in accordance with the Danish Financial Statements Act.In our opinion the consolidated financial statements and financial statements give a true and fair view of the group's and the company's financial position at 30.09.23 and of the results of the group's and the company's operations and consolidated cash flows for the financial year 01.10.22 - 30.09.23 in accordance with the the Danish Financial Statements Act.Basis for OpinionWe 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 consolidated financial statements and financial statements” section of our report. We are independent of the group and 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 management’s review. Our opinion on the consolidated financial statements and 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 consolidated financial statements and financial statements, it is our responsibility is to read management’s review and, in doing so, consider whether management’s review is materially inconsistent with the consolidated financial statements or parent company 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 the Danish Financial Statements Act. Based on the work we have performed, we conclude that the management’s review is in accordance with the consolidated financial statements and financial statements and has been prepared in accordance with the requirements of the the Danish Financial Statements Act. We did not identify any material misstatement of the management’s review.Management is responsible for the preparation of consolidated financial statements and financial statements that give a true and fair view in accordance with the the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements and financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements and financial statements, management is responsible for assessing the group's and 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 consolidated financial statements and financial statements unless management either intends to liquidate the group and 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 consolidated financial statements and 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 consolidated financial statements and financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements and 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 group's and 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 consolidated financial statements and 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 group's and 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 consolidated financial statements and 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 group and the company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the consolidated financial statements and financial statements, including the disclosures, and whether the consolidated financial statements and financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. 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. Odense2023-12-11Henrik WelinderState Authorized Public Accountantmne23366-182000228000190001375600068370003220006728000055168000304920008620006020001607000132700065000472270003347100026634000Primary activities The group's activities comprise of marketing and sale of pesticides, biocides and fertilisers of natural origin - mostly allowed to ecological areas. Development in activities and financial affairs The income statement for the period 01.10.22 - 30.09.23 shows a profit/loss of DKK 16,044,777 against DKK 13,444,914 for the period 01.10.21 - 30.09.22. The balance sheet shows equity of DKK 76,716,741. The fiscal year 2022/2023 was again extra ordinary good. Investments in innovations previous years, general trend towards green thinking and high engagement from consumers in green gardening has given a continued positive impact on turnover. This despite high inflation and reduced consumer confidence. Main activity in the company is our branded ECOstyle consumer business, which year for year and in both low and high season develops positive. New assortments, new chains and growth in market share has contributed to the positive result together with a moderate increase in costs not following growth in turnover. The overall development in company has been based on scaling up. Coming period will demand more employees and investment in more modern infrastructure to meet growth goals. Our main products are pesticides and biocides and more restrictions will be expected. But we believe our type products will benefit in overall from restrictions. Besides this investments are made to develop further alternative assortments to supplement the growth journey. The organization is small and highly skilled, motivated and executing on goals. New recruitments will be executed coming period. Financial risk of company is low. Focus area coming period is continued growth in sale and control of working capital. This year result: Month march 2023 was extraordinary bad, but following months repaired march and summer until September delivered a result over budget. Outlook The company expects a profit before tax of DKK 14,900k for the coming year. It is expected the main financial indicators 2022/2023 are continued for next year. External environment Sustainability is the DNA of the brand/company. It is the main driver to our success and also leads to constant demand of all stakeholders that we deliver highest standard in sustainability in all aspects. We have the market leader position today in our industry in sustainability and we will build this position out with new activities. All our company activities are focused on minimizing our impact on external environment. Subsequent events No important events have occurred after the end of the financial year. 39173271354836503815951535237440178176991689559517817699168955986449611088170644960108817020710611174998851969685617253672007901391828394361259343015593134006182620132672172692206202171731785820397338172644124575440387294443525613819498160447771344491416044777134449142770339767277033976718034741623734180347416237341831177166350118311771663501001101297822283957883056232257883056232257883056232211591808785161241000722258231342298524486623738733025687631202929022190723211115186010891111518601089373984454428872020304017405083211538314791345221538314791345228013655015186050362028914404662144046623332539723271839722343156791431563060335512763445298551462155362029260274204926959068515874985496801676467376446193095165772113199359063176213123500000500000500000500000009729781828396100415560171964600311775998912515212586015212586076716741606719647671674160671964306975698306975698306975698306975698353587406874353587406874424252036096494019641360964945961074016523437322840165235134905055705134905055703836253807383625380783685724930067945802189617103629119464751111235338769944117516201251713412469965115189381634772716533657168431931553546193095165772113199359063176213123832191152125865000000610041551521258679013942052152125865000009729786003117715212586531079551431416890275-13393572-143049195426548-16561496608761087212-379073413371991749117343612593-134006-182620-4146503-388205491350943427092-862486-602426897300-772756-6024260-40000040492-154450-45367-536665-60812-5361738301526228849321553620192651272985514621553620298551462155362015975378152357471597537815235749977016845447977016845447114563923401145639234075074272206175074272206219201920430165774301557759616016230460230460111881219739854119820844794213084479343551529318517152931851700790139182839152125860152125860832191134449144205213262075848803893922862486-89730848804666678-45113-2270188-12064-63289639880-57177-2863204277031803474848803893922862486-89730848804666678-45113-2270188-12064-63289639880-57177-2863204277031803474086707740000100000001004000079013911012978EUROstyle DK ApSOdense1005623221650857883057883056232216508578830578830Share capital500500000306975698306975698-513490867077912444042425203609649-5134908670779124440401964136096496449611088170-43612-59313400618262045754403872944The annual report is presented in accordance with the provisions of the Danish Financial Statements Act for medium-sized groups and enterprises in reporting class C. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including depreciation, amortisation, impairment losses and write-downs, are also recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value of such assets can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company, and the value of such liabilities can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described for each item below. On recognition and measurement, account is taken of foreseeable losses and risks arising before the date at which the annual report is presented and proving or disproving matters arising on or before the balance sheet date. The consolidated financial statements comprise the parent and its subsidiaries in which the parent directly or indirectly holds more than 50% of the voting rights or by way of agreements exercises control. All financial statements used for consolidation are prepared in accordance with the accounting policies of the group. The consolidated financial statements consolidate the financial statements of the parent and its subsidiaries by adding together items of a uniform nature, eliminating intercompany income and expenditure, equity investments, intercompany balances and dividends as well as gains and losses resulting from transactions between the consolidated enterprises to the extent that the underlying assets and liabilities are not realised. The annual report is presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated using the exchange rates applicable at the transaction date. Exchange rate differences between the exchange rate applicable at the transaction date and the exchange rate at the date of payment are recognised in the income statement as a financial item. Receivables, payables and other monetary items denominated in foreign currencies are translated using the exchange rates applicable at the balance sheet date. The difference between the exchange rate applicable at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest annual report is recognised under financial income or expenses in the income statement. Fixed assets, inventories and other non-monetary assets acquired in foreign currencies are translated using historical exchange rates. Leases relating to assets where the company has substantially all the risks and benefits incidental to the ownership of the asset (finance leases) are recognised in the balance sheet. On initial recognition, assets held under finance leases and related lease commitments are measured at the lower of the fair value of the leased asset and the present value of future lease payments. Subsequently, assets held under finance leases are treated like other similar assets. Lease commitments relating to assets held under finance leases are recognised in the balance sheet as payables. Subsequent to initial recognition, lease commitments are measured at amortised cost according to which the interest element of the lease payment is recognised in the income statement over the lease term. Lease payments relating to operating leases are recognised in the income statement on a straight-line basis over the lease term. Gross profit comprises revenue and raw materials and consumables and other external expenses. Income from the sale of goods is recognised in the income statement if delivery has taken place and the risk has passed to the buyer before the end of the financial year and where the selling price can be determined reliably and is expected to be paid. Revenue is measured at fair value and is determined exclusive of VAT and other taxes collected on behalf of third parties and less discounts. Costs of raw materials and consumables comprise raw materials and consumables used for the year as well as any changes in inventories, including any inventory wastage. Write-downs of inventories of raw materials and consumables are also recognised under raw materials and consumables to the extent that these do not exceed normal write-downs. Other external expenses comprise costs relating to distribution, sales and advertising and administration, premises and bad debts to the extent that these do not exceed normal write-downs. Staff costs comprise wages and salaries as well as other staff-related costs. The depreciation of property, plant and equipment aim at systematic depreciation over the expected useful lives of the assets. Assets are depreciated according to the straight-line method based on the following expected useful lives and residual values: The basis of depreciation is the cost of the asset less the expected residual value at the end of the useful life. Moreover, the basis of depreciation is reduced by any impairment losses. The useful life and residual value are determined when the asset is ready for use and reassessed annually. Property, plant and equipment are impaired in accordance with the accounting policies referred to in the ‘Impairment losses on fixed assets’ section. For equity investments in subsidiaries that in the parent are measured using the equity method, the share of the enterprises’ profit or loss is recognised in the income statement after elimination of unrealised intercompany profits and losses and less any goodwill amortisation and impairment losses. Income from equity investments in equity investments in subsidiaries also comprises gains and losses on the sale of equity investments. Interest income and interest expenses, the interest element of finance lease payments, foreign exchange gains and losses on transactions denominated in foreign currencies etc. are recognised in other net financials. The current and deferred tax for the year is recognised in the income statement as tax on the profit/loss for the year with the portion attributable to the profit/loss for the year, and directly in equity with the portion attributable to amounts recognised directly in equity. The company is jointly taxed with Danish consolidated enterprises. The parent is the administration company for the joint taxation and thus settles all income tax payments with the tax authorities. In connection with the settlement of joint taxation contributions, the current Danish income tax is allocated between the jointly taxed enterprises in proportion to their taxable incomes. This means that enterprises with a tax loss receive joint taxation contributions from enterprises which have been able to use this loss to reduce their own taxable profit. Property, plant and equipment comprise leasehold improvements as well as other fixtures and fittings, tools and equipment. Property, plant and equipment are measured in the balance sheet at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and expenses resulting directly from the purchase until the asset is ready for use. Interest on loans arranged to finance production is not included in the cost. Property, plant and equipment are depreciated using the straight-line method based on useful lives and residual values, which are stated in the ‘Depreciation and impairment losses' section. Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal less any costs of disposal. Equity investments in subsidiaries are recognised and measured according to the equity method in the balance sheet of the parent. For equity investments in subsidiaries, the equity method is considered a measurement method. On initial recognition, equity investments measured according to the equity method are measured at cost. Transaction costs directly attributable to the acquisition are recognised in the cost of equity investments. However, transaction costs on the acquisition of subsidiaries are recognised in the income statement in the consolidated financial statements at the date incurred. On subsequent recognition and measurement of equity investments according to the equity method, equity investments are measured at the proportionate share of the enterprises' equity value, determined according to the accounting policies of the parent, adjusted for the remaining value of goodwill and gains and losses on transactions with the enterprises in question. Equity investments, where information for recognition according to the equity method is not known, are measured at cost. Gains or losses on disposal of equity investments are determined as the difference between the disposal consideration and the carrying amount of net assets at the time of sale, including non-amortised goodwill, as well as the expected costs of divestment or discontinuation. Gains and losses are recognised in the income statement under income from equity investments. The carrying amount of fixed assets which are not measured at fair value is assessed annually for indications of impairment over and above what is reflected in depreciation. If the company's realised return on an asset or a group of assets is lower than expected, this is considered an indication of impairment. If there are indications of impairment, an impairment test is conducted of individual assets or groups of assets. The assets or groups of assets are impaired to the lower of recoverable amount and carrying amount. The higher of net selling price and value in use is used as the recoverable amount. The value in use is determined as the present value of expected net cash flows from the use of the asset or group of assets as well as expected net cash flows from the sale of the asset or group of assets after the expiry of their useful lives. Impairment losses are reversed when the reasons for the impairment no longer exist. Inventories are measured at cost calculated according to weighted average prices. Inventories are written down to the lower of cost and net realisable value. The cost of raw materials and consumables as well as goods for resale is determined as purchase prices plus expenses resulting directly from the purchase. The net realisable value of inventories is determined as the selling price less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and the expected development in the selling price. Receivables are measured at amortised cost, which usually corresponds to the nominal value, less write-downs for bad debts. Write-downs for bad debts are determined based on an individual assessment of each receivable if there is no objective evidence of individual impairment of a receivable. Deposits recognised under assets comprise deposits paid to the lessor under leases entered into by the company. Prepayments recognised under assets comprise costs incurred in respect of subsequent financial years. Cash includes deposits in bank accounts as well as operating cash. The proposed dividend for the financial year is recognised as a separate item in equity. The net revaluation of equity investments measured according to the equity method is recognized in the financial statements of the parent in the net revaluation reserve in equity according to the equity method to the extent that the carrying amount exceeds the cost. Current tax payable and receivable is recognised in the balance sheet as tax computed on the basis of the taxable income for the year, adjusted for tax paid on account. Joint taxation contributions payable and receivable are recognised as income tax under receivables or payables in the balance sheet. Deferred tax liabilities and tax assets are recognised on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting the net profit or loss for the year or the taxable income. In cases where the tax value can be determined according to different taxation rules, deferred tax is measured on the basis of management’s intended use of the asset or settlement of the liability. Deferred tax assets are recognised, following an assessment, at the expected realisable value through offsetting against deferred tax liabilities or elimination in tax on future earnings. Deferred tax is measured on the basis of the tax rules and at the tax rates which, according to the legislation in force at the balance sheet date, will be applicable when the deferred tax is expected to crystallise as current tax. Short-term payables are measured at amortised cost, normally corresponding to the nominal value of such payables. The cash flow statement is prepared using the indirect method, showing cash flows from operating, investing and financing activities as well as cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities comprise the net profit or loss for the year, adjusted for non-cash operating items, income tax paid and changes in working capital. Cash flows from investing activities comprise payments in connection with the acquisition and divestment of companies and financial assets as well as the purchase, development, improvement and sale of intangible assets and property, plant and equipment. Cash flows from financing activities comprise changes in the parent’s share capital and associated costs and financing from and dividends paid to shareholders as well as the arrangement and repayment of long-term payables. Cash flows from financing activities also comprise finance lease payments. Cash and cash equivalents at the beginning and end of the year comprise cash. Referring to section 86(4) of the Danish Financial Statements Act a cash flow statement has not been prepared for the parent as the parent is included in the consolidated cash flow statement. Figures in DKK Share capital Reserve for net revaluation according to the equity method Retained earnings Proposed dividend for the financial year Total equity Group: Statement of changes in equity for 01.10.22 - 30.09.23 Balance as at 01.10.22 500,000 0 60,171,964 0 60,671,964 Net profit/loss for the year 0 0 832,191 15,212,586 16,044,777 Balance as at 30.09.23 500,000 0 61,004,155 15,212,586 76,716,741 Parent: Statement of changes in equity for 01.10.22 - 30.09.23 Balance as at 01.10.22 500,000 182,839 59,989,125 0 60,671,964 Net profit/loss for the year 0 790,139 42,052 15,212,586 16,044,777 Balance as at 30.09.23 500,000 972,978 60,031,177 15,212,586 76,716,741 6. Property, plant and equipment Figures in DKK Leasehold improvements Other fixtures and fittings, tools and equipment Group: Cost as at 01.10.22 84,880 3,893,922 Additions during the year 0 862,486 Disposals during the year 0 -89,730 Cost as at 30.09.23 84,880 4,666,678 Depreciation and impairment losses as at 01.10.22 -45,113 -2,270,188 Depreciation during the year -12,064 -632,896 Depreciation of and impairment losses on disposed assets for the year 0 39,880 Depreciation and impairment losses as at 30.09.23 -57,177 -2,863,204 Carrying amount as at 30.09.23 27,703 1,803,474 Parent: Cost as at 01.10.22 84,880 3,893,922 Additions during the year 0 862,486 Disposals during the year 0 -89,730 Cost as at 30.09.23 84,880 4,666,678 Depreciation and impairment losses as at 01.10.22 -45,113 -2,270,188 Depreciation during the year -12,064 -632,896 Depreciation of and impairment losses on disposed assets for the year 0 39,880 Depreciation and impairment losses as at 30.09.23 -57,177 -2,863,204 Carrying amount as at 30.09.23 27,703 1,803,474 Carrying amount of assets held under finance leases as at 30.09.23 0 867,077 7. Equity investments in group enterprises Figures in DKK Equity investments in group enterprises Parent: Cost as at 01.10.22 40,000 Additions during the year 10,000,000 Cost as at 30.09.23 10,040,000 Revaluations as at 01.10.22 182,839 Revaluations during the year 790,139 Revaluations as at 30.09.23 972,978 Carrying amount as at 30.09.23 11,012,978 Name and registered office: Ownership interest Subsidiaries: EUROstyle DK ApS, Odense 100 Group Parent 30.09.23 30.09.22 30.09.23 30.09.22 DKK DKK DKK DKK 9. Prepayments Other prepayments 33,325 3,972 32,718 3,972 Group Parent 30.09.23 30.09.22 30.09.23 30.09.22 DKK DKK DKK DKK 11. Deferred tax Deferred tax as at 01.10.22 30,697 5,698 30,697 5,698 Deferred tax as at 30.09.23 30,697 5,698 30,697 5,698 Group: Lease commitments The group has concluded lease agreements with terms to maturity of 15-33 months and total lease payments of DKK 10,208k. Guarantee commitments The company has provided a guarantee of DKK 38,359k (50 % of the equity) to a bank for a group enterprise. Parent: Lease commitments The company has concluded lease agreements with terms to maturity of 15-33 months and total lease payments of DKK 10,208k. Guarantee commitments The company has provided a guarantee of DKK 38,359k (50 % of the equity) to a bank for a group enterprise. Other contingent liabilities The company is taxed jointly with the other Danish companies in the group and has joint, several and unlimited liability for income taxes for the jointly taxed companies. The total known tax liability for the jointly taxed companies is DKK 4,243k at the balance sheet date, of which DKK 4,243k is recognised in the balance sheet. The liability also includes any subsequent corrections to the calculated tax liability as a consequence of changes made to the jointly taxable income etc. Group: The group has not provided any other security over assets. Parent: The company has not provided any security over assets. Controlling influence Basis of influence Lars Hegelund Bjørnsbo Member of Executive Board and Board of Directors ECOstyle Holding B.V., Ecomunitypark 1, 8431 SM Oosterwolde, Holland Shareholder Group Parent Balances 30.09.23 DKK 30.09.23 DKK Receivables from group enterprises 8,013,655 15,186,050 Receivables from group companies recognised under current assets and short-term payables to group enterprises consist of balances which are settled on an ongoing basis and in accordance with the company's standard terms of agreement and payment. No write-downs have been made on the 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