BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2024-06-30Anne EskildsenDESOLIX ApSc/o Solix ApS, Gothersgade 49 2.1123 Copenhagen KRevisionspåtegning364410542014-11-21Copenhagen2023-01-012023-12-312022-01-012022-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VCopenhagen2024-06-30Mikkel Christian RunbergDenis Viet-JacobsenKonklusionGrundlag for konklusionCopenhagen2024-06-30BDO Statsautoriseret revisionsaktieselskab20222670Mads Juul HansenRevisionspåtegningState Authorised Public Accountantmne44386-287923-795222776451675082347764776-1057215-87078264610352025442861426939348926511352742608158-84161611558879-18515551049279-65646061049279-65646061049279-6564606113757118534113757118534283086252843362525500068100000002151624121085738753249345951936375438691596378974935760551325608218340980332818233651814967686026040157573273721092618428617673347452611576192692954618830951681316451215209925000005000004951921248469933500192124896993356161011235604172436513250000002865548027593001181124337255105911811243372551059168131645121520992500000484699331049279500000495192121171052568640548000600005991441876451675082310177519485551526535478384254428614269391601213108791618880524735834892651135274-80243-185155516401730-105101288821288821034947761512511375728433625100000002108573805000000-5000000028000000543050301749993202843362525500068215162410001250000012500000283086252550006821516241Regnskabsklasse BtruetrueToday the Board of Directors and Executive Board have discussed and approved the Annual Report of DESOLIX ApS for the financial year 1 January - 31 December 2023. The Annual Report is presented in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023. The Management Commentary includes in my opinion a fair presentation of the matters dealt with in the Commentary. I recommend the Annual Report be approved at the Annual General Meeting. To the Shareholder of DESOLIX ApS We have audited the Financial Statements of DESOLIX ApS for the financial year 1 January - 31 December 2023, which comprise income statement, Balance Sheet, statement of changes in equity, notes and a summary of significant 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 assets, liabilities and financial position of the Company at 31 December 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. Basis for Opinion Grundlag for konklusion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Management's Responsibilities for the Financial Statements Management is responsible for the preparation of Financial Statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such Internal control as Management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Statement on Management Commentary Management is responsible for Management Commentary. Our opinion on the Financial Statements does not cover Management Commentary, 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 Commentary and, in doing so, consider whether Management Commentary 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 Commentary provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that Management Commentary is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of Management Commentary. Principal activities The Company's purpose is to run investment business and other business which, at the discretion of the Management, is connected therewith. Development in activities and financial and economic position The Company's income statement for 2023 shows a profit after tax of DKK 1,049,279, and the Company's balance sheet as of 31 December 2023 shows an equity of DKK 50,019,212. Significant events after the end of the financial year No events have occurred after the end of the financial year of material importance for the Company's financial position. DKK Share Capital Retained earnings Total Equity at 1 January 2023 500,000 48,469,933 48,969,933 Proposed profit allocation 1,049,279 1,049,279 Equity at 31 December 2023 500,000 49,519,212 50,019,212 Staff costs 1 Average number of full time employees 1 1 Wages and salaries 710,525 686,405 Pensions 48,000 60,000 Social security costs 5,991 4,418 764,516 750,823 Income from equity investments 2 Income from investments in subsidiaries -125,000 0 Income from investments in equity 4,735,352 0 4,610,352 0 Other financial income 3 Interest income from group enterprises 1,017,751 948,555 172.110 Other interest income 1,526,535 478,384 2,544,286 1,426,939 Other financial expenses 4 Interest expenses to group enterprises 1,601,213 1,087,916 173.107 Other interest expenses 1,888,052 47,358 3,489,265 1,135,274 Property, plant and equipment 6 Other plant, fixtures and equipment Cost at 1 January 2023 128,882 Cost at 31 December 2023 128,882 Depreciation and impairment losses at 1 January 2023 10,349 Depreciation for the year 4,776 Depreciation and impairment losses at 31 December 2023 15,125 Carrying amount at 31 December 2023 113,757 Financial non-current assets 7 Investments in subsidiaries Investments in associates Other investments Cost at 1 January 2023 28,433,625 10,000,000 21,085,738 Transferred 0 5,000,000 -5,000,000 Additions 0 28,000,000 5,430,503 Disposals 0 -17,499,932 0 Cost at 31 December 2023 28,433,625 25,500,068 21,516,241 Impairment losses at 1 January 2023 0 0 0 Impairment losses for the year 125,000 0 0 Impairment losses 31 December 2023 125,000 0 0 Carrying amount at 31 December 2023 28,308,625 25,500,068 21,516,241 Contingent liabilities The Company has committed to investments totaling USD 3 million, of which USD 2,7 million was invested before the end of financial year 2023. The Company has issued a letter of support to the subsidiary OPG10 ApS, in order to secure the ongoing operation of the subisidiary. Joint liabilities The Danish companies of the group is jointly and severally liable for tax on the group’s jointly taxed income and for certain possible withholding taxes such as dividend tax and royalty tax, and for the joint registration of VAT. Tax payable of the group’s jointly taxed income amounts to DKK (‘000) 3,313 at the Balance Sheet date. Going concern assumptions 9 To support the Company's cash-flow and to ensure the future activity, Desolix S.á.r.l. has submitted a letter of support for 2024, that provides the company with the necessary liquidity for ongoing operations. The Annual Report of DESOLIX ApS for 2023 has been presented in accordance with the provisions of the Financial Statements Act for Danish enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Consolidated Financial Statements Consolidated Financial Statements are not prepared because the Group fulfils the requirements for exemption in section 110 of the Danish Financial Statements Act. Other external expenses Other external expenses include expenses relating to the Entity’s ordinary activities. Staff costs Staff costs comprise wages and salaries, including holiday pay and pensions, and other costs of social security etc., for the Company's employees. Income from investments in subsidiaries and associates Dividend from subsidiaries, associates and equities is recognised in the financial year in which the dividend is declared. In connection with transfers, potential profits are recognised when the economic rights related to the sold equity interests are transferred, however, at the earliest when the profit has been realised or is regarded as realisable. Moreover, realised losses other than impairments are included where identified. Financial income and expenses Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices. Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity. Tangible fixed assets Other plant, fixtures and equipment are measured at cost less accumulated depreciation and impairment losses. Art is not depreciated. The cost includes the acquisition price and costs incurred directly in connection with the acquisition until the time when the asset is ready to be used. Straight-line depreciation is provided on the basis of an assessment of the expected useful lives of the assets and their residual value: Useful lifeResidual value Other plant, fixtures and equipment 5 years 0 % Profit or loss on sale of tangible fixed assets is stated as the difference between the sales price less selling costs and the carrying amount at the date of sale. Profit or loss is recognised in the Income Statement as other operating income or other operating expenses. Financial non-current assets Investments in subsidiaries, associates and other investments are measured at cost. If the cost exceeds the net realisable value, this is written down to the lower value. The combination method is applied when acquiring enterprises within the Group, where the combination is regarded as completed at the date of acquisition, and by using the carrying amounts of the assets and liabilities acquired. The difference between the acquisition cost and carrying amounts is recognised directly in equity. Impairment of fixed assets The carrying amount of tangible assets together with fixed assets, which are not measured at fair value,, are assessed annually for indications of impairment other than that reflected by amortisation and depreciation. In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the recoverable amount is lower than the carrying amount, the asset is written down to the recoverable amount. The recoverable amount is calculated at the higher of the capital value and the sales value less expected costs of a sale. The capital value is determined as the Company's share in the current value of the net cash flows which the subsidiary is expected to generate through its activities and from sale of assets after the end of their useful lives. A discount rate is used which reflects the risk-free market rate and the owners' minimum return on interest requirements for similar assets. The growth rate in the terminal period is determined in accordance with the standards within the industry. Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses. Tax payable and deferred tax The Company is subject to joint taxation with Danish Group companies. The current corporation tax is distributed among the joint taxable companies in proportion to their taxable income and with full allocation and refund related to tax losses. The joint taxable companies are included in the tax-on-account scheme. Joint taxation contributions receivable and payable are recognised in the Balance Sheet under current assets and liabilities, respectively. Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities. Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff 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 under the legislation in force on the Balance Sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. Liabilities The amortised cost of current liabilities corresponds usually to the nominal value. Foreign currency translation Transactions in foreign currencies are translated at the rate of exchange on the transaction date. Exchange differences arising between the rate on the transaction date and the rate on the payment date are recognised in the Income Statement as a financial income or expense. Receivables, payables and other monetary items in foreign currencies that are not settled on the Balance Sheet date are translated at the exchange rate on the Balance Sheet date. The difference between the exchange rate on the Balance Sheet date and the exchange rate at the date when the receivables or payables come into existence recognised in the Income Statement as financial income or expenses. 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