42848301 2023-01-01 2023-12-31 42848301 2023-01-01 2023-12-31 auditor_1 42848301 2023-01-01 2023-12-31 memberOfBoardIdentifier_1 42848301 2021-11-19 2022-12-31 42848301 2023-12-31 42848301 2022-12-31 42848301 2022-12-31 fsa:ContributedCapitalMember 42848301 2022-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42848301 2022-12-31 fsa:RetainedEarningsMember 42848301 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 42848301 2023-01-01 2023-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42848301 2023-01-01 2023-12-31 fsa:RetainedEarningsMember 42848301 2023-12-31 fsa:ContributedCapitalMember 42848301 2023-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42848301 2023-12-31 fsa:RetainedEarningsMember 42848301 2022-12-31 fsa:InvestmentsInGroupEnterprisesMember 42848301 2023-12-31 fsa:InvestmentsInGroupEnterprisesMember 42848301 2023-01-01 2023-12-31 fsa:InvestmentsInGroupEnterprisesMember 42848301 2023-12-31 fsa:LongtermMortgageLoansMember 42848301 2022-12-31 fsa:LongtermMortgageLoansMember 42848301 2023-12-31 fsa:LongtermPayablesToGroupEnterprisesMember 42848301 2022-12-31 fsa:LongtermPayablesToGroupEnterprisesMember 42848301 2023-12-31 fsa:OtherLongtermPayablesMember 42848301 2022-12-31 fsa:OtherLongtermPayablesMember iso4217:DKK pure Årsrapport 2023-01-01 2021-11-19 2023-12-31 2022-12-31 2024-07-16 42848301 2024-07-16 2021-11-19 Reporting class B KPMG 2100 København Ø Dampfærgevej 28 25578198 Auditor's report on audited financial statements Copenhagen 2024-07-16 1 KPMG 25578198 Dampfærgevej 28 2100 true Karl Anders Henrik Twetman I have reviewed and approved the annual report for Oskar Real Copenhagen ApS for the financial year 1 January - 31 December 2023. The annual report has been prepared 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.Further, in my opinion, the Management's review gives a fair review of the matters discussed in the Management's review. I recommend that the annual report be approved at the annual general meeting. Karl Anders Henrik Twetman Independent auditor's report To the shareholder of Oskar Real Copenhagen ApS Qualified Opinion We have audited the financial statements of Oskar Real Copenhagen ApS for the financial year 1 January - 31 December 2023, 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, except for the effects on current year and comparative figures of the matters described in the "Basis for Qualified Opinion" section of our report, 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 and for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. Basis for Qualified Opinion We were appointed auditors of the Company on 31 January 2024 and therefore did not audit the equity investments in group entities for financial year 2022. The preceding auditor identified a material misstatement in the financial statements as of 31 December 2022 related to an overstatement of the equity investments in group entities and the corresponding adjustment in the income statement of DKK 91,812 thousand. As of 31 December 2022, the Company's equity investments in group entities were recognized in the balance sheet at an equity value of DKK 473,817 thousand. In our opinion Management has recognized the equity value of three subsidiaries based on a misstated fair value of investment properties valued based on future development of the properties needing construction rights, which were not realizable. In our opinion the misstatement identified by the preceding auditor was not full accurate and the equity investments in group entities as of 31 December 2022 should have been recognized at a value of DKK 176,317 thousand with a corresponding adjustment of DKK -281,500 thousand in the income statement. As a consequence, the equity investments in group entities in the balance sheet should have been reduced with DKK 281,500 thousand, while result for the year, equity and tax on result for the year should have been reduced with DKK 281,500 thousand, DKK 281,500 thousand and DKK 0 thousand respectively. The misstatement has not been adjusted in the comparative figures of the financial statements.As of 31 December 2023, the Company's equity investments in group entities are recognized in the balance sheet at an equity value of DKK 41,124 thousand with a corresponding adjustment in the profit and loss statement of DKK -431,693 thousand. Since the majority of the value adjustment in our opinion should have been recognized in 2022, DKK 281,500 thousand of the negative value adjustment has wrongly impacted the income statement in 2023. As a consequence, the value adjustment and the result for the year 2023 should have been increased by DKK 281,500 thousand while tax on result for the year 2023 should have been increased by DKK 0 thousand. As of 31 December 2023, equity is neither over- nor understated as a result of this matter. 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 qualified opinion. Material Uncertainty Related to Going Concern We note that there is a material uncertainty concerning the Company's ability to continue as a going concern. We draw attention to note 2 which describes the current financing situation of the Company, in which it is stated that additional capital is needed to be able to fund its planned operations during the coming year. Management expects that they will be able to refinance the Company and the group in order to continue the operation. Our opinion is not qualified in respect of this matter. Other matters regarding the scope of the audit The financial statements for Oskar Real Copenhagen ApS for the year ended 31 December 2022 were audited by another auditor, who issued an auditor’s report on the financial statements on 8 June 2023 with a modified opinion regarding the equity adjustment regarding investments in subsidiaries, which was found to be overstated with an amount of DKK 91,812 thousand. The corresponding equity value adjustment was consequently overstated by the same amount. As described in the "Basis for qualified opinion" section of our report, we have qualified our opinion regarding matters related to the year ended 31 December 2022. Emphasis of matter regarding matters in the financial statements We draw attention to notes 3 and 4 of the financial statements setting out that there is material uncertainty related to the valuation of the Company's intercompany receivables and equity investments in group entities respectively. Our opinion is not modified in respect of this matter. 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. Report on other legal and regulatory requirementsNon-compliance with the provisions of the Danish Companies Act on Management's duties The Company has failed to comply with its duties in accordance with the Danish Companies Act to prepare and to establish and maintain records and minutes. The Company's Management may incur liability in this respect. Henrik Y. Jensen mne35442 Oskar Real Copenhagen ApS Kongens Nytorv 28, 1. DK-1050 København K København Principal activities The principal activities comprise of operations within real-estate and other investment activities. Material uncertainties regarding going concern The existing capital resources are currently not adequate to maintain operations and currently the entity has significant external debt as well as intercompany debt. As the Company has limited capital resources the entity is dependent on further funds being contributed into the Company as well as a successful refinancing of its subsidiaries as a bankruptcy of a subsidiary could lead to an immediate claim of the full or parts of the outstanding debt against that subsidiary. The entity planning on being sufficiently supported by the owners to cover the costs going forward and Management is working on the successful refinancing of the group entities to be completed in Q3 2024. In addition to the above, the Company has lost more than 50% of its contributed capital and is thus subject to the provisions on loss of capital under the Danish Companies Act. It is Management's expectation that the capital can be restored through operations going forward. Uncertainty regarding recognition and measurement Uncertainty regarding measurement of Receivables from group entities: The Company's receivables from group entities are measured at amortised cost. Material uncertainty regarding going concern exists for several entities within the Group and thereby related to their ability to repay the receivables in the future which leads to a corresponding material uncertainty related to the measurement of the receivables from group entities. Management is currently working on a refinancing plan for the Group and is planning on the refinancing plan to be completed in Q3 2024 and has therefore not impaired the receivables from group entities. Uncertainty regarding measurement of Equity investments in group entities: The Company's investments in group entities are measured at equity value. Material uncertainty regarding going concern exists for several entities within the Group and thereby related to their recoverable amount. Management is currently working on a refinancing plan for the Group and is planning on the refinancing plan to be completed in Q3 2024 and has therefore not impaired the equity investments in group entities. Development in activities and financial position The Company's income statement for 2023 shows a loss of DKK 541,446,234 as against a profit of DKK 20,037,066 for the period 19 November 2021 - 31 December 2022. At 31 December 2023, equity in the Company's balance sheet stood at DKK -521,369,168 as against DKK 20,077,066 at 31 December 2022. The financial year was in line with forecast, and results for the year are considered satisfactory. Events after the balance sheet date As a part of the reconstruction of OSKAR Group A/S in Q4 2023, this entity was sold to Greater Copenhagen Development ApS in January 2024 and thereby the entity also received a new management. The entity’s subsidiary Real Danmark Ejendomme I ApS has been sold in June 2024, Real Danmark Ejendomme II ApS has entered into bankruptcy and Real Danmark Ejendomme III ApS' investment property has been sold in May 2024. -1255004 -395982 20034387 0 -21289391 -395982 -431692936 47590700 6892 3594394 72470576 30752046 -525446011 20037066 0 0 -525446011 20037066 -175159700 175159700 -350286311 -155122634 42123918 473816854 2514070 0 44637988 473816854 44637988 473816854 200678 176556 2387788 16475634 1851 1676 2590317 16653866 47228305 490470720 40000 40000 0 175159700 -505408945 -155122634 -505368945 20077066 380495298 289260150 151827639 181014253 532322937 470274403 18742397 119251 1531916 0 20274313 119251 47228305 490470720 40000 175159700 -155122634 0 -175159700 -350286311 40000 0 -505408945 The annual report of Oskar Real Copenhagen ApS for 2023 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. Omission of presentation of consolidated financial statementsPursuant to section 112(1) of the Danish Financial Statements Act, no consolidated financial statements have been prepared. The financial statements of Oskar Real Copenhagen ApS and group entities are included in the consolidated financial statements of OSKAR GROUP A/S, Kongens Nytorv 28, 1., 1050 København K, CVR-nr. 30617401. 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. Other external costs Other external costs comprise administrative expenses, etc. Other operating costs Other operating costs comprise items secondary to the activities of the entities, including losses on the disposal of intangible assets and property, plant and equipment. Income from equity investments in group entities The proportionate share of the individual subsidiaries' profit/loss after tax is recognised in the Parent Company's income statement after full elimination of intra-group gains/losses and amortisation of goodwill. In disposals, any profit is recognized when the economic rights associated with the sold equity shares are transferred, however, at the earliest when the profit is realized or deemed realizable. Additionally, realized losses beyond impairments are included when they are determined. 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 profit/loss for the year 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. Investments Equity investments in subsidiaries are measured at the proportionate share of the entities' net asset value calculated in accordance with the Parent Company's accounting policies plus or minus unrealised intra-group gains or losses and plus or minus the residual value of positive and negative goodwill calculated in accordance with the acquisition method. When purchasing companies within the group, the pooling of interests method is used, where the combination is deemed to have occurred at the time of acquisition and with the use of the acquired assets' and liabilities' book values. The net revaluation of equity interests is transferred under equity to the reserve for net revaluation according to the fair value method to the extent that the accounting value exceeds the acquisition cost. Subsidiaries with negative accounting book value are valued at DKK 0, and any receivables from these companies are written down to the extent deemed irrecoverable. If the accounting negative book value exceeds receivables, the remaining amount is recognized as provisions to the extent that the company has a legal or factual obligation to cover the subsidiaries' deficit. Impairment of fixed assets The carrying amount of equipment as well as equity investments in group entities 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. 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. Securities and equity investments Other securities and equity investments recognised as current assets comprise listed securities measured at fair value at the balance sheet date, corresponding to market value. Cash at bank and in hand Cash at bank and in hand comprise cash and bank deposits. 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 Financial liabilities are recognised at the date of borrowing at cost, corresponding to the proceeds received less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost, corresponding to the capitalised value using the effective interest rate. Accordingly, the difference between cost and the nominal value is recognised in the income statement over the term of the loan together with interest expenses. The existing capital resources are currently not adequate to maintain operations and currently the entity has significant external debt as well as intercompany debt. As the Company has limited capital resources the entity is dependent on further funds being contributed into the Company as well as a successful refinancing of its subsidiaries as a bankruptcy of a subsidiary could lead to an immediate claim of the full or parts of the outstanding debt against that subsidiary. The entity planning on being sufficiently supported by the owners to cover the costs going forward and Management is working on the successful refinancing of the group entities to be completed in Q3 2024. In addition to the above, the Company has lost more than 50% of its contributed capital and is thus subject to the provisions on loss of capital under the Danish Companies Act. It is Management's expectation that the capital can be restored through operations going forward. Uncertainty regarding measurement of Receivables from group entities: The Company's receivables from group entities are measured at amortised cost. Material uncertainty regarding going concern exists for several entities within the Group and thereby related to their ability to repay the receivables in the future which leads to a corresponding material uncertainty related to the measurement of the receivables from group entities. Management is currently working on a refinancing plan for the Group and is planning on the refinancing plan to be completed in Q3 2024 and has therefore not impaired the receivables from group entities. Uncertainty regarding measurement of Equity investments in group entities: The Company's investments in group entities are measured at equity value. Material uncertainty regarding going concern exists for several entities within the Group and thereby related to their recoverable amount. Management is currently working on a refinancing plan for the Group and is planning on the refinancing plan to be completed in Q3 2024 and has therefore not impaired the equity investments in group entities. 0 0 298657154 298657154 175159700 -431692936 -256533236 42123918 350940093 289260150 29555205 0 1531916 0 151827639 181014253 533854853 470274403 532322937 470274403 1531916 0 Contingent liabilitiesThe Company is jointly and severally liable together with the Parent Company and the other group companies in the joint taxable group for tax on the group’s joint taxable income and for certain possible withholding taxes, such as dividend tax, etc. Tax payable on the Group’s joint taxable income is stated in the annual report of HAWK INVESTMENTS ApS, which served as administrative company for the joint taxation until January 2024. A first priority pledge over all shares owned by the parent company has been issued. The carrying amount of investments in group enterprises is DKK 473,8 million. Oskar Real Copenhagen ApS' related parties comprise the following:Control Oskar Real Copenhagen ApS is part of the consolidated financial statements of OSKAR GROUP A/S, Kongens Nytorv 28, 1. 1050 København K, which is the smallest group in which the Company is included as a subsidiary.