Årsrapport33771231PricewaterhouseCoopers Statsautoriseret RevisionspartnerselskabStrandvejen 442900 Hellerup2021-01-012020-01-012021-12-312020-12-3141908033Sonas MidCo ApSHerlev Hovedgade822730HerlevHerlevkundenavn@kundenavn.dkPricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab33771231Strandvejen442900HellerupDanmark2022-04-27Jeppe Ragnar AndersenRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningThe Executive Board has today considered and adopted the Annual Report of Sonas MidCo 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 and the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2021 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 2021.We recommend that the Annual Report be adopted at the Annual General Meeting.Herlev2022-04-27Karl Sebastian IngerCEODaniel José Lopez CruzJeppe Ragnar AndersenTo the Shareholders of Sonas MidCo ApSOpinionIn our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2021 and of the results of the Group’s and the Parent Company’s operations and of consolidated cash flows for the financial year 1 January - 31 December 2021 in accordance with the Danish Financial Statements Act. We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Sonas MidCo ApS for the financial year 1 January - 31 December 2021, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”). 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 Financial Statements” section of our report. We are independent of the Group 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 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 Financials Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company 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. Management is responsible for the preparation of consolidated financial statements and parent company 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 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 Financial Statements unless Management either intends to liquidate the Group or 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 and the Group’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 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 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 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. 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. Hellerup2022-04-27Hellerup2022-04-27PricewaterhouseCoopers Statsautoriseret RevisionspartnerselskabJacob Fromm ChristiansenState Authorized Public Accountantmne18628Kristian Højgaard CarlsenState Authorized Public Accountantmne44112Seen over a two-year period, the development of the Group is described by the following financial highlights: -15714000-1153000-467909000-3820003587000023445000Årets forskydning i likviderÅrets forskydning i likvider32.20.3-14.3-19.2-3.1-1.967.145.7-7.9-8.5Key activities The company's main activity is to provide services exclusively to the group companies and and also owning investments in associates as well as in subsidiaries. Development in the year The income statement of the Group for 2021 shows a loss of DKK 50,580,085, and at 31 December 2021 the balance sheet of the Group shows equity of DKK 637,962,579. Targets and expectations for the year ahead Management expects an increase in profit in the coming year. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date.2031045181426858420013777130814221389700653332104719450094376255278441774981545000-29043045-27372232-49815-4500000-50484214-276287404060150001611970711531413413670-44756737-28525373-50534063-276874105823348-847963-10967-10000-50580085-27677410-50523096-276774102683723399370077102600813121312320077129438013124711690025651061263141050013659438136873610047841232970064004409462242971530000062810712065059133424782611465965004443843340680029226451800033628107120650591334818311647135724273262810712065059133446577763178922320000100271880021282920054784253645508001677555717728440010000439105302096707322279841394472100481551000059315192234447423157013253799064839214100513121000095084963714220819466381584326506013348381700767767007838170076776700783817007677670078381700767767007220000000220000000532202561582775657532202561582775657-5698900063796257965054266463801956865054266410200023108278460021095288620944503800642006420000165669184834320670023778402770376915100627823630663004708410341320831500004500091021241879588864046663381111815100439105300018242693122816910136707510303167770131138864586703128870587715392821388645867095084963714220819466381584326506013346781700705827256570160000002200000000-50523096-569898381700722000000532202561-56989677670070582775657016050000220000000000-50000-50523096083817007220000005322025610-50580085-276774101024046088676558-233150321268886528509491-6311987406015015335705115314113579801-74651281132227802257523-7465128-4660447031283873822467908575381700112261100-53341703-2986483-1337597225630663158017-1507848023277750020944503804810000003800000067822007436599410136850709535870450234447422344474205931519223444742593151922344474247585305237747900151592000396419143810048133316239186000210645537777600675100Wages and Salaries, other social security expenses and other staff expenses are recognised in the following items:Cost of sales40062460-262876400Administrative expenses8070855502062400481333152391860004060150002579217000135404901153141341367016119707115314134136709386462-124891200-3342532400949-109670-22058200-100005823348-847963-10967-1000035782913161739800-46600000002686135782985020084117891404274871566751320858945779174833268372771026008 2021 DKK 2020 DKK Amortisation and impairment of intangible assets are recognised in the following items: Administrative expenses 75.132.085 4.042.7487513208540427482756619717107792299976232061124068933477565278868081951468564773270000001252092342043129698983655243481616635062235747585524716932042565106113659438478412367822007400678220074678220074678220074-276287400-50484214-27628740280000000-50112954-27628740Sonas BidCo ApSHerlev100628107120-5048421414659653340682478261110316-146596502478261444384000005153145700-56989000-50523096-79208867-50523096-27677410Provision for deferred tax at 1 January -17.728.440 0 -10.000 0 Amounts recognised in the income statement for the year -3.342.532 400.949 -10.967 0 Amounts recognised in equity for the year (residual) 4.295.415 -18.129.389 20.967 -10.000 Provision for deferred tax at 31 December -16.775.557 -17.728.440 0 -10.000 Tax loss carry-forward -16.775.557 -17.728.440 0 -10.000 Transferred to deferred tax asset 16.775.557 17.728.440 0 10.000 0 0 0 0 Deferred tax asset Calculated tax asset 16.775.557 17.728.440 0 10.000 Carrying amount 16.775.557 17.728.440 0 10.000 The recognised tax asset comprises tax loss carry-forwards expected to be utilised within the next three to four years. As a result of management's expectations for the future.1020002310827846006278236306630010827846114585090021095288620944503800000021095288620944503800642006420000000064200642000016566918483432067001656691848343206700-40601501611970711531418091756883713805823348-847963-500000-28390156-9466394507512422155259-2331503212688865Rental and lease obligations Total liabilities under rental or lease agreements until maturity 4.276.073 4.238.646 0 0 Other contingent liabilities The Entity participates in a Danish joint taxation arrangement where Sonas HoldCo 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.Selskabet indgår i koncernrapporten for moderselskabet Name Place of registered office Investcorp Holdings B.S.C. (største koncern udelad hvis samme som mindste) Kingdom of Bahrain Sonas HoldCo ApS (mindste koncern) Herlev The Group Annual Report of Sonas HoldCo ApS may be obtained at the following address: Herlev Hovedgade 82 2730 Herlev DenmarkThe Annual Report of Sonas MidCo ApS for 2021 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to medium-sized enterprises of reporting class C. The accounting policies applied remain unchanged from last year. The Consolidated and Parent Company Financial Statements for 2021 are presented in DKK.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.The Consolidated Financial Statements comprise the Parent Company, Sonas MidCo ApS, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates. On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises. The Parent Company’s investments in the consolidated subsidiaries are set off against the Parent Company’s share of the net asset value of subsidiaries stated at the time of consolidation.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.Cost of sales comprises costs incurred to achieve revenue for the year. Cost comprises raw materials, consumables, direct labour costs and indirect production costs such as maintenance and depreciation, etc, as well as operation, administration and management of factories.Administrative expenses comprise expenses for Management, administrative staff, office expenses, depreciation, etc. Amortisation of goodwill is also included to the extent that goodwill relates to administrative activities.The item “Income from investments in subsidiaries” in the income statement includes the proportionate share of the profit for the year.Financial income and expenses are recognised in the income statement at the amounts relating to the financial year.Tax 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.Goodwill acquired is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over its useful life, which is assessed at 3-20 years. Patents and licences are measured at the lower of cost less accumulated amortisation and recoverable amount. Patents are amortised over the remaining patent period, and licences are amortised over the licence period; however not exceeding 5 years.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 raised directly for financing the construction of property, plant and equipment are recognised in cost over the period of construction. 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: Buildings 50 years Other fixtures and fittings, tools and equipment 3-7 years Leasehold improvements 3-5 years The fixed assets’ residual values are determined at nil. Depreciation period and residual value are reassessed annually.The carrying amounts of intangible assets and property, plant and equipment are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. If so, the asset is written down to its lower recoverable amount.Investments in subsidiaries are recognised and measured under the equity method. The item“Investments in subsidiaries” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with 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 subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the subsidiaries. Subsidiaries with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions.Fixed asset investments, which consist of listed bonds and shares, are measured at their fair values at the balance sheet date. Fair value is determined on the basis of the latest quoted market price. Investments which are not traded in an active market are measured at the lower of cost and recoverable amount.Other fixed asset investments consist of deposits.Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts.Deferred 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 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 liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses.Loans, such as mortgage loans and loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period. Mortgage loans are measured at amortised cost, which for cash loans corresponds to the remaining loan. Amortised cost of debenture loans corresponds to the remaining loan calculated as the underlying cash value of the loan at the date of raising the loan adjusted for depreciation of the price adjustment of the loan made over the term of the loan at the date of raising the loan. Other debts are measured at amortised cost, substantially corresponding to nominal value.The cash flow statement shows the Group´s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Group´s cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities Cash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents. Cash flows from investing activities Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments. Cash flows from financing activities Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders. Cash and cash equivalents The cash flow statement cannot be immediately derived from the published financial records.Cash and cash equivalents comprise ”Cash at bank and in 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