36051183 2023-12-31 36051183 2022-12-31 36051183 2023-01-01 fsa:ContributedCapitalMember 36051183 2023-01-01 fsa:RetainedEarningsMember 36051183 2023-12-31 fsa:ContributedCapitalMember 36051183 2023-12-31 fsa:RetainedEarningsMember 36051183 2023-01-01 2023-12-31 36051183 2023-01-01 2023-12-31 1 36051183 2023-01-01 2023-12-31 memberOfBoardIdentifier_executive_board_1 36051183 2023-01-01 2023-12-31 memberOfBoardIdentifier_board_of_director_1 36051183 2023-01-01 2023-12-31 2 36051183 2022-01-01 2022-12-31 36051183 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 36051183 2023-01-01 2023-12-31 fsa:RetainedEarningsMember iso4217:DKK Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2023-01-01 2022-01-01 2023-12-31 2022-12-31 36051183 BIOPTIMATE ApS Blokken 23 3460 Birkerød Birkerød 2014-07-18 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2024-07-12 Jacob Sjørslev Frandsen Regnskabsklasse B Revisionspåtegning The Executive Board and Board of Directors have today considered and adopted the Annual Report of BIOPTIMATE ApS for the financial year 1 January - 31 December 2023. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements give a true and fair view of the financial position at 31 December 2023 of the Company and of the results of the Company operations for 2023. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. 2024-07-12 Birkerød Keld Ejdrup Markedal CEO Jacob Sjørslev Frandsen To the shareholder of BIOPTIMATE ApS Opinion In our opinion, the Financial Statements give a true and fair view of the 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. We have audited the Financial Statements of BIOPTIMATE ApS for the financial year 1 January - 31 December 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). 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 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 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 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. 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 Financial Statements Act. Based on the work we have performed, in our view, Management’s Review 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 in Management’s Review. Hellerup 2024-07-12 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Søren Alexander State Authorised Public Accountant mne42824 André Christensen State Authorised Public Accountant mne50615 Key activities The purpose of the Company is research and experimental development. Bioptimate ApS is a spin-off company from University of Copenhagen. Plant science, crop bio-fractionation, up-scaling technologies and industrial implementation is the core competences of our company. Development in the year The income statement of the Company for 2023 shows a loss of DKK 4,997,291, and at 31 December 2023 the balance sheet of the Company shows a negative equity of DKK 8,738,547. Capital resources The Company has reported a negative financial result but has addressed its capital resources in Note 1. Subsequent events After the balance sheet date, the Company has been acquired by the Private Equity fund, Summa Equity. -4997645 -516792 0 2622505 -4997645 -3139297 1010 0 656 1470 -4997291 -3140767 0 85567 -4997291 -3226334 -4997291 -3226334 185588 0 152964 509653 338552 509653 899477 57130 1238029 566783 1238029 566783 51000 51000 -8789547 -3792256 -8738547 -3741256 58476 3358074 9918100 949965 9976576 4308039 9976576 4308039 1238029 566783 51000 -3792256 0 -4997291 51000 -8789547 The Company has lost its share capital as of 31 December 2023. The Company’s ability to continue operation is dependent on support from the new Parent Company (Pure20 ApS acquired the Company in February 2024).. The Company has received a letter of support from Pure20 ApS, stating that Pure20 ApS will support the Company to the extent necessary for the financial year 2024 and is effective until the point in time where the annual report for Company for 2024 is approved by the general meeting and published.Based hereon, it is the assessment of the Executive Board that the Company has sufficient capital resources to continue its operations. Management therefore submits the Annual Report on the assumption of going concern. Impairment of fixed assets 0 2622505 Total 0 2622505 Rental and lease obligations Other contingent liabilities The company has entered into agreements on licenses and patents. This means that the company is obliged to pay annual royalties to the counterparty, which constitutes 425000 310000 The group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of SiccaDania Holding ApS, which is the management company of the joint taxation purposes. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability. The Annual Report of BIOPTIMATE ApS for 2023 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C. The accounting policies applied remain unchanged from last year. The Financial Statements for 2023 are presented in DKK. true 1 The Financial Statements have been prepared under the historical cost method. 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. Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any repayments and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period. Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. As income recognition criterion, the completed contract method is applied so that revenue comprises invoiced revenue for the year. Revenue from royalties is recognised in the income statement when delivery is made and risk has passed to the buyer before the end of the financial year. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Expenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve revenue for the year. Other external expenses comprise expenses for premises, sales as well as office expenses, etc. With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, expenses for raw materials and consumables and other external expenses. Amortisation, depreciation and impairment losses comprise depreciation and impairment of property, plant and equipment and intangible assets. Financial income and expenses comprise interest, financial expenses in respect of finance leases, realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgage loans as well as extra payments and repayment under the on-account taxation scheme. 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 SiccaDania Holding ApS. The tax effect of the joint taxation is allocated to Danish enterprises in proportion to their taxable incomes. 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. 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. Debts are measured at amortised cost, substantially corresponding to nominal value.