87980014 2024-01-01 2024-12-31 87980014 2024-01-01 2024-12-31 auditor_1 87980014 2024-01-01 2024-12-31 memberOfBoardIdentifier_1 87980014 2024-01-01 2024-12-31 memberOfBoardIdentifier_1 87980014 2024-01-01 2024-12-31 memberOfBoardIdentifier_2 87980014 2024-01-01 2024-12-31 memberOfBoardIdentifier_3 87980014 2023-01-01 2023-12-31 87980014 2024-12-31 87980014 2023-12-31 87980014 2023-12-31 fsa:ContributedCapitalMember 87980014 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 87980014 2023-12-31 fsa:RetainedEarningsMember 87980014 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 87980014 2024-01-01 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 87980014 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 87980014 2024-12-31 fsa:ContributedCapitalMember 87980014 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 87980014 2024-12-31 fsa:RetainedEarningsMember 87980014 2023-12-31 fsa:CompletedDevelopmentProjectsMember 87980014 2024-12-31 fsa:CompletedDevelopmentProjectsMember 87980014 2024-01-01 2024-12-31 fsa:CompletedDevelopmentProjectsMember 87980014 2023-12-31 fsa:FixturesFittingsToolsAndEquipmentMember 87980014 2024-01-01 2024-12-31 fsa:FixturesFittingsToolsAndEquipmentMember 87980014 2024-12-31 fsa:FixturesFittingsToolsAndEquipmentMember iso4217:DKK pure Årsrapport 2024-01-01 2023-01-01 2024-12-31 2023-12-31 2025-07-04 87980014 2025-07-04 1980-03-19 Reporting class B KPMG 2100 København Ø Dampfærgevej 28 25578198 Auditor's report on audited financial statements Copenhagen 2025-07-04 KPMG 25578198 Dampfærgevej 28 2100 true Jacopo Bianchi The Board of Directors and the Executive Board have today discussed and approved the annual report for Cool Sorption A/S for the financial year 1 January - 31 December 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024.Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. Jacopo Bianchi CEO Li Chen Chairman Jacopo Bianchi Steven John Westlake Independent auditor's report To the shareholder of Cool Sorption A/S Opinion We have audited the financial statements of Cool Sorption A/S for the financial year 1 January - 31 December 2024, comprising 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 Company's assets, liabilities and financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. Basis for Opinion 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 (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's responsibility for the financial statementsManagement 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 that 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. Auditor's responsibilities for the audit of the financial statementsOur 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 in Denmark will always detect a material misstatement when it exists. Misstatements may 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 financial statement users made 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 alsoidentify and assess the risks of material misstatement of the company 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 the Management's reviewManagement 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. Henrik Y. Jensen mne35442 Cool Sorption A/S Smedeland 6, Smedeland DK-2600 Glostrup Albertslund Principal activities Cool Sorption’s main activity is like prior years to develop, design, produce and service vapour recovery units for the oil and gas industry. Development in activities and financial position The Company's income statement for 2024 shows a loss of DKK 9,395 thousand as against a loss of DKK 14,026 thousand in 2023. Equity in the Company's balance sheet at 31 December 2024 stood at DKK -13,232 thousand as against DKK -3,837 thousand at 31 December 2023. Capital resources The Company has lost its share capital and is subject to the capital loss-rules in the Danish Companies Act (SEL paragraph 119). The shareholder's equity is negative by DKK -13,232 thousand. Management plans to re-establish the share capital through future earnings, capital infusion or conversion of debt. On 1 April 2025 Diamond Key International Pty Limited issued a letter of support, committing to provide the necessary funding to ensure that Cool Sorption A/S can fulfil their obligations to any third party as they fall due, at least until the annual general meeting in 2026 when the annual report for the year ended 31 December 2025 will be approved. On this basis, the Management has prepared the annual accounts for 2024 under the assumption of the company's continued operations. Events after the balance sheet date No events have occurred after the balance sheet date of material importance to the annual report for 2024. 3985000 6482000 2201000 4131000 9576000 9623000 -7792000 -7272000 20000 531000 1623000 2772000 -9395000 -9513000 0 4513000 -9395000 -14026000 -9395000 -14026000 377000 0 121000 0 358000 0 14173000 0 0 0 752000 0 1182000 0 247000 0 598000 117000 17808000 12436000 3905000 3905000 295000 818000 -17432000 -8560000 -13232000 -3837000 763000 914000 763000 914000 17007000 5148000 1771000 4674000 10279000 3766000 1220000 1771000 30277000 15359000 30277000 15359000 17808000 12436000 3905000 818000 -8560000 0 -523000 523000 0 0 -9395000 3905000 295000 -17432000 The annual report of Cool Sorption A/S for 2024 has been prepared in accordance with the provisions applying to reporting class B entities under the Danish Financial Statements Act with opt-in from higher reporting classes.The accounting policies used in the preparation of the financial statements are consistent with those of last year. Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses. Revenue Income from the sale of goods, comprising the sale of Vapour Recovery Units is recognised in revenue when delivery and transfer of risk to the buyer have taken place, and the income may be measured reliably and is expected to be received. The date of transfer of the most significant benefits and risks is determined using standard Incoterms ®2020. Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts granted are deducted from revenue. For products with a high degree of customisation, revenue is recognised as production takes place, and accordingly, revenue corresponds to the selling price of the work performed for the year (the percentage of completion method). When total income and costs attributable to the contract or the stage of completion at the balance sheet date cannot be estimated reliably, revenue is recognised only at costs incurred and only to the extent that the recovery thereof is likely. Production costs Production costs comprise costs, including depreciation, amortisation, wages and salaries incurred to generate revenue for the year. Commercial entities recognise their cost of sales, whereas production entities recognise production costs incurred to generate revenue for the year. Such costs include direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases and depreciation of production plant. Production costs also include research and development costs. In addition, provisions for bad debts on contract work are recognised. Distribution costs Distribution costs comprise costs incurred to distribute goods sold during the year and to conduct sales campaigns, etc., including costs relating to sales staff, advertising and exhibitions as well as depreciation. Administrative expenses Administrative expenses comprise expenses incurred during the year for management and administration of the Company, including expenses for administrative staff, management, office premises, office expenses and depreciation. Financial income and expenses Financial income and expenses comprise interest income and expense, gains and losses on securities, payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities as well as surcharges and refunds under the on-account tax scheme, etc. Tax on loss for the year The Parent Company is comprised by the Danish rules on compulsory joint taxation of the Group's Danish subsidiaries. The subsidiaries are included in the joint taxation from the date when they are included in the consolidated financial statements and up to the date when they are excluded from the consolidation. The Parent Company is the administrative company for the joint taxation and accordingly settles all payments of corporation tax to the tax authorities. On payment of joint taxation contributions, current Danish corporation tax is allocated between the jointly taxed entities in proportion to their taxable income. Entities with tax losses receive joint taxation contributions from entities that have used the losses to reduce their own taxable profit. Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries directly in equity. Intangible assets Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilization, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognized as intangible assets. Other development costs are recognized as costs in the income statement as incurred. The cost of development projects comprises costs such as salaries and amortization that are directly and indirectly attributable to the development projects. Completed development projects and other intangible assets are amortized on a straight-line basis using the estimated useful lives of the assets. The amortization period is five years. Intangible assets are written down to the lower of recoverable amount and carrying amount. Gains and losses on the disposal of intangible assets are determined as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating costs, respectively. Property, plant and equipmentFixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses.Cost comprises the purchase price and any costs directly attributable to the acquisition until the date on which the asset is available for use. Indirect production overheads and borrowing costs are not recognised in cost.Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.The basis of depreciation is cost less any projected residual value after the end of the useful life. Depreciation is provided on a straight-line basis over the estimated useful life. The estimated useful lives are as follows:Fixtures and fittings, tools and equipment3 yearsThe useful life and residual value are reassessed annually. Changes are treated as accounting estimates, and the effect on depreciation is recognised prospectively. Gains and losses on the disposal of property, plant and equipment are stated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating income or other operating costs, respectively. Impairment of fixed assets The carrying amount of intangible assets and property, plant and equipment is subject to an annual test for indications of impairment other than the decrease in value reflected by depreciation or amortisation. Impairment tests are conducted of individual assets or groups of assets when there is an indication that they may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount. The recoverable amount is the higher of an asset's net selling price and its value in use. The value in use is determined as the present value of the forecast net cash flows from the use of the asset or the group of assets, including forecast net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised write-downs are reversed when the basis for the write-down no longer exists. Inventories Inventories are measured at cost in accordance with the FIFO method. Where the net realisable value is lower than cost, inventories are written down to this lower value. Goods for resale and raw materials and consumables are measured at cost, comprising purchase price plus delivery costs. Finished goods and work in progress are measured at cost, comprising the cost of raw materials, consumables, direct wages and salaries. Indirect production overheads and borrowing costs are not recognised in cost. The net realisable value of inventories is calculated as the sales amount less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and development in expected selling price. Receivables Receivables are measured at amortised cost. Write-down is made for bad debt losses where there is an objective indication that a receivable has been impaired. If there is an objective indication that an individual receivable has been impaired, write-down is made on an individual basis. Write-downs are calculated as the difference between the carrying amount of receivables and the present value of forecast cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Contract work in progress Contract work in progress is measured at the selling price of the work performed less progress billings and expected losses. The selling price is measured on the basis of the stage of completion at the balance sheet date and the projected income from the individual contract work in progress. The stage of completion is stated as the share of costs incurred in proportion to estimated total costs relating to contract work in progress. When the selling price of contract work in progress cannot be estimated reliably, the selling price is measured at the lower of costs incurred and net realisable value. Contract work in progress is recognised in the balance sheet as receivables or payables, respectively. Net assets comprise the total of contract work in progress where the selling price of the work performed exceeds progress billings. Net liabilities comprise the total of contract work in progress where progress billings exceed the selling price. Prepayments from customers are recognised as liabilities. Costs arising from sales work and contracting are recognised in the income statement as incurred. Prepayments Prepayments comprise prepayment of costs incurred relating to subsequent financial years. Cash at bank and in hand Cash at bank and in hand comprise cash and bank deposits. Provisions Provisions comprise anticipated costs of guarantee work. Provisions are recognised when, as a result of past events, the Company has a legal or a constructive obligation, and it is probable that there may be outflow of resources embodying economic benefits to settle the obligation. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. Corporation tax and deferred tax Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities measured on the planned use of the asset or settlement of the liability, respectively. However, deferred tax is not recognised on temporary differences relating to office buildings non-deductible for tax purposes and other items where temporary differences arise at the date of acquisition without affecting either profit/loss or taxable income. Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation within the foreseeable future; 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. Any deferred net assets are measured at net realisable value. Deferred tax is measured in accordance with 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. Changes in deferred tax as a result of changes in tax rates are recognised in the income statement or equity, respectively. Liabilities other than provisions Liabilities are measured at amortised cost. The Company has lost its share capital and is subject to the capital loss-rules in the Danish Companies Act (SEL paragraph 119). The shareholder's equity is negative by DKK -13,492 thousand. Management plans to re-establish the share capital through future earnings, capital infusion or conversion of debt. On 1 April 2025 Diamond Key International Pty Limited issued a letter of support, committing to provide the necessary funding to ensure that Cool Sorption A/S can fulfil their obligations to any third party as they fall due, at least until the annual general meeting in 2026 when the annual report for the year ended 31 December 2025 will be approved. On this basis, the Management has prepared the annual accounts for 2024 under the assumption of the company's continued operations. 12306000 15895000 2375000 3039000 314000 262000 20 27 886000 141000 54000 3000 379000 2582000 304000 46000 0 4513000 1049000 1049000 -349000 -323000 -672000 377000 521000 63000 584000 -427000 -36000 -463000 121000 0 712000 -17007000 -5148000 0 712000 17007000 5148000 Contingent liabilitiesThe Group's Danish entities are jointly and severally liable for tax on the Group's jointly taxed income and for certain withholding taxes such as dividend tax and royalty tax.Operating lease obligationsThe Company has entered into operating leases at the following amounts: DKK 328 thousand – hereof Office Premises DKK 318 thousand (2022: DKK 312 thousand).The remaining term of the leases are short termed. Control Cool Sorption A/S is part of the consolidated financial statements of Diamond Key International Pty Limited, Henderson Road 110, Rowville Vic 3178, which is the smallest group, in which the Company is included as a subsidiary.