BidCo RelyOn Nutec A/S
Kalvebod Brygge 45, 3rd floor
1560 Copenhagen V
Company reg. no 39 46 78 36
ANNUAL REPORT
2022
2BidCo RelyOn Nutec A/S | Annual report 2022
Your global partner for safety critical industries
We support you saving lives and protecting the environment
3BidCo RelyOn Nutec A/S | Annual report 2022
CONTENTS
www.relyonnutec.com
BidCo RelyOn Nutec A/S
Kalvebod Brygge 45, 3rd floor
1560 Copenhagen V
Company reg. no. 39 46 78 36
MANAGEMENT’S REVIEW
Introduction
Letter from the CEO
5
Performance highlights 2022
6
2022 at a glance
7
Strategy and outlook
8
Our business
Our business and industries
11
Our solutions
14
Governance and risk
Corporate governance
23
Group Management
24
Board of Directors
25
Risk management
26
Sustainability
28
Financial review
Key figures and ratios
32
Financial review
33
FINANCIAL STATEMENTS
Consolidated financial statements
Income statement and statement of comprehensive income
35
Statement of financial position
36
Statement of changes in equity
37
Statement of cash flows
38
Notes
39
Parent company financial statements
Income statement and statement of changes in equity
72
Statement of financial position
73
Notes
74
2
Management statement, auditor’s reports and definitions
Statement by the Board of Directors and the Executive Management
78
Independent auditor’s report
79
Company information
82
Definitions
83
Q4 2022
Income statement and statement of comprehensive income
85
Statement of cash flows
86
4BidCo RelyOn Nutec A/S | Annual report 202 4BidCo RelyOn Nutec A/S | Annual report 2022
INTRODUCTION
Letter from the CEO
5
Performance highlights 2022
6
2022 at a glance
7
Strategy and outlook
8
5BidCo RelyOn Nutec A/S | Annual report 2022
LETTER FROM THE CEO
Robust 2022 performance creates a solid platform for
further fast-paced transformational growth. Therefore, we
are launching a new strategy “ReCharge” targeting 70%
organic growth by end of 2026
The global pandemic gradually eased during 2022 and
business conditions finally recovered for our Asian activities
over the summer.
The devastating war in Ukraine disrupted the European
supply chain, drove inflation and put security and European
energy supply to the top of the agenda.
The intense focus on energy security has provided long-term
market support across the energy supply chain and paved the
way for accelerated investments in an already recovering oil
and gas sector. This will drive larger cross-sector activities in
the coming years, and we have taken several initiatives to
cater for the projected increase in demand from our
customers, i.e., fast-tracked a complete rebuild of our facilities
in Brazil. Combined with the announced footprint expansion
with new facilities in Guyana and Mexico opening in 2023, we
are well equipped to provide our customers with additional
services in many of the fastest-growing geographies.
Strong growth trajectory in renewables
In 2022, our renewables revenue grew by 25 per cent – more
than double the general market growth.
We acquired Complete Training Solutions (CTS), a leading
niche player in training for the renewable sector in Liverpool,
the UK. With this acquisition, we have a strong service
platform across the UK cementing our global leadership
position in training provision for the wind energy sector.
Expanding into electrical safety training and consultancy
The electrification of societies continues at a high pace and
as the leading provider of safety and skills training to the wind
industry, we are eager to broaden our reach and scope with
electrical and power grid training and consultancy.
Introduction | Letter from the CEO
In September, we expanded into high voltage electrical skills
and safety training and consultancy for the electricity supply
industries by acquiring an initial interest in Thomson Bridge
(TB). Australia-based TB is a leading specialist in training and
electrical safety consultancy for global asset owners and
OEMs across the electrical supply sector. Our international
footprint and digital learning capabilities will facilitate
accelerated internationalisation of their services and the
initiative has been well received amongst our clients.
Digital transformation continuing at full speed
In 2022, we reached combined digital and blended revenue
of DKKm 125, an increase of 84 per cent from the year
before. The growth means that the digital offerings contribute
a considerable share of our revenue.
Our data-driven blended and adaptive digital learning
approach is unrivalled and well received amongst our
customers. With a strong learning library for our core industry
verticals, our focus has shifted to building a disruptive
adaptive digital learning library for the electrical supply
industry.
During 2022, we obtained proof of concept for our new
Business Portal, and we have already onboarded more than
800 customers across the world. The Business Portal is a
cornerstone in our delivery of a modern digitally supported
seamless customer experience enabling us to accelerate the
up- and cross-selling of digital products.
Building on our achievements
Our colleagues have delivered solid results for 2022 and we
have taken further transformative initiatives to make the world
a safer and more sustainable place. We are therefore well
positioned to continue our transformational growth with
attractive and sustainable margins.
TORBEN
HARRING
Group CEO
“With the launch of our new
strategy “RECHARGE”, we are
setting ambitious transformational
growth targets”
6BidCo RelyOn Nutec A/S | Annual report 2022
“36% YoY revenue growth, 70% EBITDA
growth and 84% growth in blended and
digital services thanks to dedication from
our teams across the world“
PERFORMANCE HIGHLIGHTS 2022
Torben Harring, CEO
895
Revenue (DKKm)
Up from DKKm 657
115
EBITA (DKKm)
Up from DKKm 45
184(21%)
EBITDA (DKKm, margin)
Up from DKKm 108 (16%)
94%
Customer retention
YoY growth
36% 70% 155%
125
Digital and blended
learning revenue (DKKm)
Up from DKKm 68
85
Renewable energy
Revenue (DKKm)
Up from DKKm 68
84%
25%
Introduction | Performance highlights 2022
BidCo RelyOn Nutec A/S | Annual report 2022 7
2022 at a glance
GEOGRAPHIES
DIGITAL & BLENDED
LEARNING REVENUE
(DKKm)
OTHER
OIL AND GAS
INDUSTRIES
REVENUE EBITDA TRADE WORKING CAPITAL (TWC) CO
2
e/DKKm
DIGITAL LEARNING
COMPLETIONS
(Thousands LTM)
APPLICATION
USERS
(Thousands)
DIGITAL PORT-
FOLIO VALUE
(DKKm)
DKKm
MARITIME
RENEWABLES
DIGITAL ANNUAL
RECURRING REVENUE
(DKKm)
50%
34%
12%
4%
MIDDLE EAST
EUROPE
AMERICAS
ASIA PACIFIC
INDUSTRIES
68%
10%
7%
15%
% of revenue in 2022
564
331
420
601
2019 2020 2021 2022
DKKm
DIGITAL PERFORMANCE
67%
9%
7%
16%
1%
MARITIME
OIL AND GAS
ELECTRICAL
RENEWABLES
OTHER
147
98
98
145
2019 2020 2021 2022
50
49
68
85
20202019 2021 2022
58
57
71
60
2019 2020 2021 2022
12
23
68
125
2019 20222020 2021
12
22
2019 2020 2021 2022
2019 2020 2022
76
2021
80
18
42
107
157
2019 2020 2021 2022
8
33
134
191
2019 2020 2021 2022
819
535
657
895
2019 20212020 2022
146
28
108
184
2019 2020 20222021
88
8
3
43
2019 20222020 2021
4
20222019 20212020
ELECTRICAL
CAGR ‘19-’22: 118%
CAGR ‘19-’22: 188%
CAGR ‘19-’22: 106%
CAGR ‘21-’22: 83%
LTIF*
1.1
1.2
2.7
0.6
0.5
0.4
1.0
20202019 2021 2022
0.0
Delegate LTIFEmployee LTIF*
6.4
4.6
4.4
3.3
3.5
2.2
2019 20212020 2022
9.7
8.1
6.6
Scope 1 Scope 2
N/A
Introduction | 2022 at a glance
8BidCo RelyOn Nutec A/S | Annual report 2022
Energy security has become top priority on the political agenda stimulating
further investments in the oil and gas industry. Combined with a strong long-term
investment outlook for renewables, power grids and the energy transition, this
creates a solid market outlook for our services in the years to come.
The Esbjerg declaration
1
and the Inflation Reduction Act
2
confirm the European
and American political commitment to significant investments in renewable
energy and electrification.
ReCharge - the leading innovator to protect people, assets and
the environment
It is our mission to empower workforces to reach their full potential by
connecting people and advanced learning technologies with a vision to become
the leading innovator to protect people, assets and the environment.
To achieve this, we focus on four core pillars:
1) Digital services
2) Safety leadership
3) Renewables and electrification
4) Oil and gas and the energy transition
The ambition is a revenue of DKKm 1,500 with an EBITDA-margin above 20 per
cent in 2026.
Full speed rollout of digital services across industries
A key element in our strategy is to drive digital and blended learning across
sectors. Our blended and adaptive learning approach is unrivalled in the digital
learning market.
We will:
o Primarily build adaptive learning programmes
o Build comprehensive portfolios for each of our core industry verticals
o Build blended adaptive digital learning for our core services
We aspire to drive a flipped classroom approach, meaning that our blended
learning will consist of adaptive learning theory taken before commencing
practical training exercises that again will put extra focus on the topics where the
learners struggled during the theoretical part.
We will continue to advance our applications and simulation tools providing
customers with purpose-built solutions founded on industry expertise.
Safety leadership global rollout
Leadership and safety culture go hand in hand across high-risk industry
verticals, where the margins between success and failure are narrow and the
consequences of failure can be fatal. The market is unstructured and largely
untapped.
With the acquisition of initial shares in CAVU International, we will bring best-in-
class and battle-tested leadership consulting services and performance
optimisation programmes to our customers across industries and geographies.
The programmes are designed and delivered from experts with decades of
experience from the US and the international defence sector.
Fast-paced growth in renewable and electrical services
We are the proven leader of safety and skills training to the wind industry, and
we are committed to supporting our customers with broadening our reach and
services.
We will:
o Expand the renewable service line and include more of our facilities as the
renewable industry advances, and establish strategic partnerships in select
geographies, where we are currently not present
o Roll out our Thomson Bridge based high voltage electrical skills and safety
training and consultancy services to support customers across the electrical
supply sector
Oil and gas and energy transition at our core
The oil and gas industry continues to be core and we are committing to the
sector with expansion in both geographies and services.
We will:
o Open new facilities in Mexico (Q2) and Guyana (Q2) and be ready with a
complete rebuilt facility in Brazil in 2023
o Further professionalise our customers’ learning experience and enhance
their knowledge retention using our advanced applications and adaptive
blended learning approach
o Further roll out our advanced drilling and lifting simulation services,
supporting customers upskilling their workforces
We will support customers with educational efforts in, i.e., carbon capture or
other means of reducing the CO2-footprint from the oil and gas production.
Delivering on expectations for 2022
As a result of strong performance, we upgraded our FY guidance three times
during 2022 also exceeding our latest FY guidance.
DKKm
2022
Outlook
(Mar ‘22)
2022
Outlook
(May ‘22)
2022
Outlook
(Aug ‘22)
2022
Outlook
(Nov ‘22)
2022
Realised
Revenue
750-
800
(upper end)
825-
875
860-
880
895
EBITDA
140-
160
(upper end)
160-
180
175-
180
184
2023 outlook
The outlook for 2023 assumes continued healthy business climate in the oil and
gas sector with a “mild” short-term slowdown in growth rates in the renewable
energy sector. The outlook should be read in conjunction with the risk factors on
page 27.
2022
Realised
2023
Outlook
Revenue
DKKm 895
Around DKKm
1,000
EBITDA
DKKm 184
Around
DKKm 210
STRATEGY AND OUTLOOK
1) At the North Sea Summit in Esbjerg, Heads of Governments from Germany, Belgium, the Netherlands, and Denmark took a vast step towards reaching the EU’s climate neutrality goal. By co-signing a joint declaration that will make the North Sea a green, European powerhouse, the four countries aim to harvest 150 GW offshore wind by 2050.
2) The U.S. Inflation Reduction Act (IRA) represents the most significant climate legislation to date and the single largest investment in climate and clean energy solutions in U.S. history. The law is designed to reduce the U.S. CO2 emissions by 50% already in 2030
9BidCo RelyOn Nutec A/S | Annual report 2022
A clear vision…
Mission
Empower workforces to reach their full
potential by connecting people and
advanced learning technologies
Vision
Be the leading innovator to protect people,
assets and the environment
..to enable fulfilment of RelyOn Nutec’s ambition
Be the leading innovator to protect people,
assets and the environment
Renewables and electrification
Wind
RelyOn wind academy in markets
with offshore potential
Enter optimal markets and
leverage existing capabilities
Electrical Solar
Expand offerings to include
solar market
Digital services
Partnerships
Retailing digital service to
drive recurring revenue
Digital learning
Drive digital and blended
learning across sectors
Platform
Commercialise business
portal and workforce mgmt.
…with a focus on four core strategies….
Oil and gas and the energy transition
Oil & Gas
Establish digital handshakes &
drive adaptive, blended learning
Carbon capture
Leverage existing knowledge to
assist with the energy transition
Hydrogen
Expand offerings to also capture
market share within hydrogen
Recurring and increasingly predictable revenue
profile, repeatably boosting digital revenue
Advanced learning practices bringing workforce
skills to mastery in sectors where consequences of
human error can be fatal
Scalable digital platform, including workforce
management applications, adaptive learning and mixed
reality simulation
Unrivalled position in the renewable energy sector,
relentlessly supporting the energy transition
Global leader in workforce development enabling
customers to protect their people, assets and the
environment supported by advanced sustainability
practices
Utilising our existing capabilities and leverage digital services to grow our presence in markets while taking a leading role in the energy transition
ReCharge
Introduction | Strategy and outlook
Safety leadership
Leadership
Further advance and roll out the
digital course series Leadership Pro
Performance optimisation
Roll out across footprint to service
existing and new customers
10BidCo RelyOn Nutec A/S | Annual report 202 10BidCo RelyOn Nutec A/S | Annual report 2022
OUR BUSINESS
Our business and industries
11
Our solutions
14
BidCo RelyOn Nutec A/S | Annual report 2022 11
21 Countries
+30 Training facilities
+250k Trained annually
+30 International certifications
The world's largest provider of specialist safety training for safety critical industries
Our business | Our solutions
Newfoundland
Nova Scotia
Macaé
Rio de Janeiro
Port of Spain
Ciudad del Carmen
Houma, Louisiana
Houston, Texas
Lafayette, Louisiana
Baku
Doha
Dubai
Prakern
Cherating
Tuas
Johor
Miri
Teesside
Aberdeen
Kristiansand
Oslo
Stavanger
Trondheim
Bergen
Esbjerg
Bremerhaven
Amsterdam
Maasvlakte
Ostend
Dammam
Jakarta
Melbourne
Liverpool
Copenhagen
Georgetown
Virginia Beach
Tampico
12BidCo RelyOn Nutec A/S | Annual report 2022 Our business | Our business and industries
THE INDUSTRIES WE SERVE
OUR BUSINESS AND
INDUSTRIES
Transforming industries with digital
technology
Our market-leading suite of digital applications offers
customers in safety critical industries a modular approach
to managing safety across their business processes while
minimising risk. Utilising our innovative cloud-based
technology, our suite of applications is built to allow
customers to select from a range of applications to suit their
needs, revolutionising the way companies track workforce
safety, compliance and competence.
Pushing for sustainability
Our clients operate across a range of safety critical
industries, including those driving the transition to a more
sustainable energy supply, delivering state-of-the-art
technologies, services and training solutions that keep
people safe and protect the environment.
With safety in our DNA, all our services and solutions are
built for this purpose and cover the needs of our customers’
entire workforce from frontline operations to back office.
Safety delivered to the point
Complemented by our digital learning, leading training
simulators, and applications, we deliver safety and
technical training to customers across the world. Whether
training is remotely delivered from one of our applications,
at one of our global facilities or at our customers’ locations,
we deliver training to the point of need.
Developing workforces
We serve industries that perceive a high risk to the safety of
their people, their assets and the environment.
In short, what we do is:
o Manage people and workforces to ensure that people
are compliant and competent entering safety critical
environments via our managed service solution
o Develop, deliver, and maintain world-class
simulators to the place of our customers’ choice and
ensure up-to-date cloud-based applications
o Share our subject matter expertise to help our
customers build and sustain a safe workplace and
protect their assets and the environment
o Develop and provide state-of-the-art standalone
applications and technology that are developed and
tailored to meet the high safety and competence
requirements of safety critical industries
o Deliver training using our advanced simulation
technology, digitally via our fast-growing library of
adaptive learning and traditional e-learning courses or
practically at one of our facilities across the world
‘
Safety is not only our business – it is in our DNA. Our
fundamental belief is that safety requires a 360 degree
perspective and mindset. Through the application of
technology, we help our customers develop and sustain
healthy and safe work environments ensuring that they
have the right skill set to stay safe in hazardous and
potentially life-threatening situations.
Oil and gas
Our customers include some of the largest operators,
contractors and service companies. With subject matter
experts in the sector, we have knowledge and first-hand
experience that can be applied to support customers
Other safety critical industries
A wide range of competence solutions for industries such as
construction, utilities, manufacturing, production, industrial
emergency response public services, aerospace, and defence
Renewables
Our customers in the renewables industry are primarily from
the offshore wind industry but also other growing industries
such as onshore wind, solar, and hydrogen
Maritime
From cruise ships to bulk tankers and fishing boats, the
industry operates in dangerous and harsh environments and at
significant distances from help. Our maritime solutions offer
what the industry needs to operate safely and competently
Electrical
We service the Electricity Supply Industry (ESI) sectors that
generate, transmit, distribute and use electricity
13BidCo RelyOn Nutec A/S | Annual report 2022 Our business | Our business and industries
OUR INDUSTRIES
The importance of the energy transition is now greater than
ever. The renewable energy sector is expected to grow at
accelerating speed, and governments are expanding their
investments in renewable energy. Nonetheless, the energy
transition is still in its early stages and the renewable industry
is currently facing problems of personnel shortage and needs
to recruit, train, retrain, educate and upskill workers now.
Originally, due to the previously perceived downscaling of
carbon producing energy sources, it was assumed that skilled
experienced workers from the offshore oil and gas industry
would transfer into renewables and in particular offshore wind
- but the recent energy crisis has led many workers to stay in
their jobs as pay and demand are high. Furthermore, as the
average oil and gas workers are already far progressed in
their career, many do not consider a change of industry that
far along in their work life.
We recognise the importance and urgency of the energy
transition, and we support the energy transition to clean and
renewable ways of generating energy by educating skilled
and competent workers that serve the industry for a long
time. As a training and service provider for safety-critical
industries with over 50 years of experience, we support the
growth of the energy sector through providing essential
training courses and services.
We aim at offering the renewable industry a place for
educating and training their personnel, to allow the OEMs
(original equipment manufacturers) to concentrate on their
key focus without the distraction or expense of multiple
individual training centres.
Innovative solutions
We enable the younger generation to enter the renewable
energy sector. Blended and adaptive learning will play a key
role in preparing them for their entry in the renewable sector.
As this new generation grew up with the internet,
smartphones and laptops, they learn significantly differently
than other generations. Blended learning equates to the new
generation, as they are familiar with online learning. Our
adaptive blended learning packages can be carried out
anywhere on a laptop, tablet or mobile phone when it is safe
to do so - saving resources, travel and accommodation costs.
We are one of the first in the market to offer blended GWO,
OPITO and STCW courses. As of today, we offer a wide
range of training related to the industries for entry-level all the
way up to advanced training for seasoned industry
professionals. Our courses are certified, which ensures that
delegates can apply their skills and certificates working in the
industries all over the world.
Expanding our business to support the industry
The enormous investments in renewable energy require
significant investments in the surrounding grid and
infrastructure. Building the infrastructure and generating,
transmitting, distributing and using electricity are associated
with substantial safety risks. Training the people working in
these industries is a natural extension of our services. In late
2022, we acquired Thomson Bridge that is electrical advisor
and specialist.
We also acquired CTS, a leading health and safety training
provider in the UK strengthening our position amongst
renewable training providers and completing our renewables
offering to customers in the UK renewables energy market.
The two acquisitions show that we continuously develop our
service offering to the renewable industry to meet the
evolving safety, compliance and competence requirements.
RelyOn Nutec is growing faster than the overall market
positioned to take advantage of the significant opportunity
presented by the energy transition. With locations along the
key coasts of Europe and in the US, RelyOn Nutec has
training locations in some of the largest established and high-
growth offshore wind markets in the world.
The future workforce
We can and will make an impact on the current shortage of
skilled personnel - through training the right people the right
way. As the transition of oil and gas workers to the renewable
sector is progressing slowly, one should consider placing the
focus for a future workforce on a different target group. At the
moment, OEMs are struggling to recruit enough skilled
employees, as often the pay for technicians is not high
enough to provide a sufficient reason to transition from other
industries. Therefore, training younger age groups, people
that are still at the start of their career, might offer a possible
solution to the personnel shortage. This younger age group
has two advantages over older workers in particular: (1) they
are still flexible in their career and therefore require less
incentives to enter the renewable industry, and (2) they often
have a stronger feeling of moral obligation in terms of climate
change and global warming. Additionally, looking at the
younger generation for new workers brings another significant
advantage: as they are still only at the beginning of their
career, they have the physical attributes to work in the
renewable industry for a long time. Consequently, the wind
industry needs to introduce and implement basic entry level
apprentice schemes to attract a younger workforce with the
physical capabilities to meet the demands of the role and
potentially extend the length of their career.
BidCo RelyOn Nutec A/S | Annual report 2022 14
TRAINING
30+ training centres in 21 countries
MANAGED SERVICES
Outsourced training and competence management
DIGITAL LEARNING
Learning anywhere and at anytime
CONSULTANCY
Safety and leadership subject matter expertise
APPLICATIONS
Cloud and on premise
SIMULATION
Cloud and on premise
OUR SOLUTIONS
built on the solid foundation of past experience
A globally connected digi-physical safety and competence house serving customers in safety critical industries
Our business | Our solutions
15BidCo RelyOn Nutec A/S | Annual report 2022
TRAINING
30+ training centres in 21 countries
Our training solutions are designed on the principle of
providing realistic and fully immersive training experiences.
Globally, our capability has developed beyond safety and
survival training to include more advanced and technical
training and corporate services to help companies better
manage their overall training and competence needs.
Knowledge and experience are transferable; and we play
an increasingly significant role in developing a safe
workplace helping customers in safety critical industries
improve safety.
Customers across the world choose and trust us year after
year because we put reliability, competence and
sustainability first.
As our customers’ operations and people have become
more technical, we have invested in new digital ways of
learning, making the training experience increasingly
realistic – and increasingly efficient. We therefore offer
blended learning where the theoretical part of a course
can be taken via digital learning.
Simulators are an increasing part of our training offering in
select geographies to mimic as close to real scenarios as it
can get.
Our customers
We are the trusted global safety partner to more than
10,000 companies and more than 250,000 people trained
every year in oil and gas, maritime, renewables and other
safety critical industries. We work at all levels of the
organisation to improve safety, from the executive suite to
the worker on the floor, helping organisations address
safety with a 360 degree perspective and mindset.
Our people
Our people are the backbone of the organisation, rock
solid and dependable. Our capable people around the
world include experienced instructors with relevant safety
experience formed in safety critical industries.
We focus on helping people develop lifelong careers in our
organisation. Our expert instructors have personal
experience and insights that create an engaging and
powerful training experience.
Our training facilities
Our modern training facilities are easily accessible to
delegates in the global energy and maritime hubs and they
play an important role in our offering. They are built to
simulate real-life environments, including modern
classrooms and training simulators.
State-of-the-art simulators
Our full-scale simulators are located in multiple training
centres across Europe, the US, the Middle East and Asia.
These fixed facilities are equipped with our full-size
simulators, offering our customers the opportunity to train
with the best solution on the market.
The combination of a world-class simulation development
team and our operationally experienced coaches is
bringing our unique solutions to the forefront of technical
training.
Our training services
We have more than 750 courses delivered in more than 30
training facilities.
o Advanced firefighting: We have real-life experience
in the coordination of response to fire emergencies;
and our teams have first-hand firefighting experience
from careers as professional firefighters
o Lifting and crane operations: We offer world-leading
crane training and advanced crane simulation
technology, and decades of experience through our
technical and lifting trainers and subject matter experts
o Drilling and well control: We offer world-leading well
control training, advanced simulation technology, and
decades of experience with the full integration of the
Aberdeen Drilling Schools services into the global
RelyOn Nutec network
o Crisis management and emergency response:
Combining consultancy and training, we give our
customers the confidence that if a crisis should occur,
they will be prepared and able to respond effectively
o Health and safety: We specialise in helping our
customers mitigate the potential for accidents and
reduce employee injury and illness
o Safety and survival: We deliver survival training for
safety critical industries accredited to internationally
recognised standards, including OPITO, STCW, and
GWO
Our business | Our solutions
16BidCo RelyOn Nutec A/S | Annual report 2022
OUR PARTNERSHIPS
Our business | Our solutions
CAVU International brings leadership, team resource management
and performance optimisation services to our customers
CAVU International is a US-based leadership and
performance optimisation service company built on
unique and best-in-class leadership experience from
the US and international defence. CAVU has proven
capabilities in transforming underperforming teams,
implementing leadership foundations, and building
team cultures based on a continuous improvement
cycle.
CAVU’s focus is on leadership, process, safety,
and culture, where the margins between success and
failure are narrow and the consequences of failure can
be fatal.
The aim is to use our global footprint and digital
infrastructure to fast track the internationalisation of
CAVU’s unique consultancy services and digital
leadership programmes.
The acquisition of an ownership share in CAVU adds
to our ongoing transformation and will allow us to offer
best-in-class leadership consulting services and
performance optimisation programmes to our
customers. We want to support our customers to
further a healthy and safe work environment, by
improving team dynamics to reduce the human factor
behavioural risk element ultimately leading to accident
prevention and performance improvements.
The partnership offers organisations a unique
opportunity to accelerate team training by integrating
process intelligence to improve technical performance
where the consequences of human error are
unacceptable.
CAVU stands for “Ceiling And Visibility Unlimited”,
which in the aviation world, defines the perfect day to
fly. CAVU helps their clients define their “Perfect Day”
and then develop a deliberate approach to making it
repeatable.
THOMSON BRIDGE brings high voltage electrical skills, safety
training and consultancy services to our customers
Thomson Bridge provides essential electrical skills and
safety leadership for workforces who build,
commission, operate and maintain assets across
generation, transmission, distribution and rail
networks, together with the oil & gas and mining
Industries.
Thomson Bridge was founded in 2013 and today
operates on a global scale, by working with electrical,
safety and education practitioners located across the
world.
In 2022, RelyOn Nutec invested in Thomson Bridge to
expand into High Voltage (HV) and electrical training
and consultancy services across its global markets
and to further strengthen its leading position within
renewable energy training services.
This initiative assembles a team of safety, electrical
and education practitioners that can operate
internationally for our clients who build, own and
operate critical infrastructure for the energy transition.
Together, we embrace a modern approach to
education, using the best technologies and experience
around the world.
17BidCo RelyOn Nutec A/S | Annual report 2022
Adaptive learning technology is an
advanced type of e-learning. The
term adaptive learning refers to a
technology capable of evaluating
the student’s skills, knowledge,
and confidence levels. The
technology constantly assesses
how the student responds to the
material. That way, the student’s
learning material becomes much
more targeted since subjects that
do not require more attention are
filtered out, leaving more time to
focus on weaker areas.
The personalised course is a
much more tailor-made learning
experience compared to traditional
e-learning, which, in the end, will
enable students to achieve the
desired goals faster and more
efficiently.
o Consistent delivery: Unlike human instructors, digital
learning materials provide consistency of content and
presentation style; digital learning materials can provide
a consistent approach and message - and via different
language versions of the same materials taking into
account any cultural sensitivities in terms of the way
these materials are presented
Portfolio
Our ever expanding digital learning portfolio provides the
ideal solution to upskill workforces in safety critical
industries.
We continuously expand a best-in-class digital learning
portfolio that caters for the needs of multiple safety critical
industries. In order to achieve this, systematic analyses and
justifications are heavily in place to ensure that our product
development is focused and aligned with industry
requirements.
The development of new content is constant. We are on
hand with extensive knowledge and experience to ensure
accuracy in order to generate focused learning objectives
and scripts. We are constantly finding new techniques and
use innovative technologies to ensure that our trainees get
the best learning experience.
Our developed content is meticulously written to current
data, statistics and legislation to remain relevant to learners.
Every course developed uses engaging, modern and a
refined mix of rich media, including animation, video,
illustration, and audio techniques.
Bespoke
We also create engaging, interactive digital learning, safety
videos or site inductions bespoke to our customers. Our
team creates the final product, adopting a strict but flexible
development process to ensure that quality standards,
timescales and budgets are met.
We screen and quality control our products to make sure
that the course content is accurate, visually appealing and
fulfils the technical requirements from the customer.
We ensure that methods and means of communication
match the target audience and take into account factors in
cultural and language such as literacy, age range, etc.
Translations
In addition to our standard services, we also offer multi-
language, bespoke courses and translation services. If
certain criteria are covered, all of our portfolio courses can
be translated on request. We can also translate any digital
material the customer might have.
Our digital learning services
Our digital learning services cover what you need to get an
end-to-end experience, including a wide portfolio of courses
for safety critical industries, LMS applications, bespoke
options as well as translated content.
DIGITAL LEARNING
Learning anywhere and at any time
Digital learning enables users to learn anywhere and at any
time. We provide our trainees with the ability to fit learning
around their lifestyle, effectively allowing the busiest person
to further a career and gain new skills.
Our extensive library of digital learning titles covers a wide
range of topics for safety critical industries.
We are continuously developing new courses to add to our
library of digital learning courses consisting of both
traditional e-learning courses and adaptive learning courses.
The benefits of digital learning
There are a number of benefits related to digital learning,
including:
o Faster delivery: E-learning reduces employee training
time. It typically requires less employee time than
learning in a traditional classroom setting. It enables
much faster delivery because trainees can access e-
learning material anytime they want and anywhere they
are, setting their own pace and training whenever they
have spare time
o Less costly: E-learning enables employees to train at
home. This translates into much lower costs related to
travel, training venues, learning material, and trainers,
and immediately leads to lower costs by speeding up
employee training
o Higher knowledge retention: Maximising knowledge
retention is one of the most rewarding benefits of e-
learning. E-learning provides employees with various
types of interactive content and multimedia, they can
retain much more of what they learn and improve their
skills and performance quickly
o Increase productivity: Self-paced online learning leads
to much higher productivity since employees can train at
home, and then focus on their core tasks while at work.
Learning in their free time will lead to better performance
and higher efficiency, especially because digital learning
software will enable them to revisit any information they
need, whenever they need it
Our business | Our solutions
DIGITAL LEARNING
Digital learning is a broad term used to describe the use of technology that is applied to the learning process. In the digital
learning space, we offer adaptive learning, traditional e-learning and blended learning.
BLENDED LEARNING
Blended learning merges a digital
learning element with traditional
classroom learning. Both teachers
and delegates meet for physical
classroom training and also online.
Blended learning allows delegates
to accelerate their individual
learning process while maintaining
a classroom “group” typesetting.
This is more scalable and caters
for individuals scheduling
constraints.
E-learning is learning conducted
via electronic media. It is really an
older term for digital learning.
However, e-learning is often used
more specifically to refer to
structured digital learning
programmes, comprised of specific
modules that learners complete in
a more traditional way than say
adaptive learning. E-learning
generally refers to publicly
available, ready-made courses
that are delivered to address mass
consumer needs.
E-learning can be highly
interactive and usually includes
text, video, audio, quizzes, and
activities.
E-LEARNING ADAPTIVE LEARNING
18BidCo RelyOn Nutec A/S | Annual report 2022
Adaptive learning
Adaptive learning offers an entirely new approach to
learning. Adaptive learning is a technology-based
approach to learning. It combines theories of optimal
learning with the capabilities of algorithms and computers.
The learner’s study material will be tailored to his/her
specific needs and competences based on data.
The study material simply adapts to the learner, ensuring
that time is spent on the subjects that need most attention.
This significantly boosts the efficiency of the learning
process. At the same time, the process reveals blind
spots, perhaps unknown for the learner, that are important
to address - e.g. safety protocol and response.
Our digital learning solutions are powered by Area9
Rhapsode™, a state-of-the-art technology developed by
our partner Area9 Lyceum. The globally leading platform
uses artificial intelligence to deliver a customised,
personalised, and efficient approach driven by an
individual’s specific knowledge level and unique needs.
Benefits of adaptive learning
Adaptive learning is a unique learning tool. The
technology’s ability to discover blind spots in vital areas
such as safety makes the learning platform ideal for
companies and organisations which operate in high-risk
scenarios. Based on educational psychology and cognitive
science, the approach to adaptive learning is founded
deeply in science and theory.
The benefits of adaptive learning, compared to traditional
e-learning or classroom training can be summarised as:
o Cut training time in half: Provides higher proficiency
and retention and uncovers and fixes unconscious
incompetence
o Improves engagement and reduces frustration
o Rich learning analytics: Supports instructor with data
to focus efforts – ideal for blended programmes and it
helps guide the learner’s learning.
How does it work?
The platform uses probing questions to test the learner’s
prior knowledge and confidence levels. The way the
learner answers the questions determines how the
adaptive engine adjusts in real time to take the learner on
the most efficient path to ensure mastery of the subject
material. This generates a one-on-one personal
experience for the learner, giving an engaging and
balanced interaction that is neither too easy nor too
difficult for the learner, as well as instant feedback.
Unconsciously incompetent - believing you know when you
don’t
Learning is not simply about adding missing knowledge or
skills. For any given element of knowledge or skill, a
learner will be objectively competent or incompetent but
may be subjectively unaware of their level of competence.
Together with other cognitive biases, this is likely to play a
significant role as a source of errors on the job – especially
critical when safety is at stake – and this is most likely to
occur when people think they know what to do, when in
fact they don’t.
The importance of acting without thinking
Automaticity is the ability to do things without occupying
the mind with the low-level details required, becoming an
automatic response pattern or habit. It is usually the result
of learning, repetition, and practice.
When faced with stress, the human brain falls back on
things that are “second nature”. Those fallbacks must
generate the correct response. We do not need to achieve
automaticity in every skill or piece of knowledge. However,
automaticity is a requirement in areas such as core skills
and safety critical behaviour. Adaptive learning helps the
learners achieve automaticity when relevant by facilitating
the practice and re-practice on specific topics.
Data is actionable insights for both learners and instructors
One of the significant strengths of adaptive learning is the
highly granular data collected by the system. With learning
analytics, learners and instructors can gain insights that
can guide their learning.
Data analytics is also used to gain insights into the course
content itself. It allows continuous and iterative
improvements based on learners’ feedback and data
usage at a very granular level.
The science behind adaptive learning
The adaptive learning approach relies on other well-
established concepts in educational psychology and
cognitive science – augmented by usage and data points
from real learners using the platform. Following are some
of these key concepts:
Bloom’s 2-sigma problem: How to learn the best.
Studies show that a combination of mastery learning and
individual tutoring allows learners to achieve their
potential. By combining the power of digital delivery with
skilled educators’ human insights and judgments, adaptive
learning technology can provide mastery learning and
individualised programmes for learners at scale. This
technology allows instructors to use their resources and
time more effectively, stimulating learner engagement and
results.
Deliberate practice - making an effort pays off
Practising something difficult will eventually lead to
success in that arena. Optimally, the practice needs to be
mindful, supported by continuous feedback from a coach,
and planned to challenge the learners’ limits. Adaptive
technologies are designed to make this practice efficient,
constructive, and rewarding through intelligent and
targeted repetitions and self-assessment acting as
formative assessment.
Metacognition - a realistic look at capabilities
Metacognition is the ability to think about one’s thinking or
observe one’s learning. Adaptive learning can help
learners develop their metacognition by breaking down
each skill into its components. Hence, monitoring their
progress towards learning goals, repeating questions
where they showed lower confidence, and indicating
discrepancies between self-assessed certainty and actual
performance on a task.
Retaining new knowledge
Adaptive learning technology is more than an efficient
learning tool. It also helps students retain new knowledge,
a key component in learning theory.
Theoretical work like the Ebbinghaus forgetting curve
mathematically models the rate at which people lose
information after first learning it.
This is used as the foundation to model the knowledge
decay and establish the best time for learners to review
information they have already learned, contributing to the
long-term retention of information.
Without the opportunity to put knowledge into practice,
there is a risk that the brain may view the information as
expendable because exposure only happened once. That
problem becomes severe when rarely used information is
critical — e.g., safety protocols in an emergency. Without
reinforcement, the information supposedly “learned” at the
safety course is not accessible when needed most.
Our business | Our solutions
19BidCo RelyOn Nutec A/S | Annual report 2022
MANAGED SERVICES
Outsourced training and competence management
Managed services customers have access to our world-
leading training and digital learning offering. With multiple
facilities in 21 countries, and more than 250,000 people
trained every year on +2,000 courses, we are the world’s
largest safety training provider.
With this network of RelyOn Nutec training facilities and a
large 3rd party supplier portfolio, we can ensure that our
customers’ workforce can train at a location of their choice
and at a time that suits them, while still delivering
significant cost savings.
Some of the benefits of managed services our customers
can expect:
o Reduced overall training spend
o Handling of training admin and associated logistics
o Flexible support service
o Simple financial administration
o Access to our sophisticated applications that automate
our service and integrate with their own systems
o One single point of supplier management with access
to thousands of courses globally
o Full compliance in line with approved training matrices
Our managed services focus on simplifying the operation
so our customers can focus on their core business.
We offer training management and competence
management.
Training management
We have more than 10 years of experience delivering
training management services to a growing portfolio of
global customers. We currently process the full suite of
training transactions to some of the biggest organisations
in safety critical industries.
Our team of training experts is an extension of our
customers’ business. Using our dedicated applications, our
team will identify and process all training bookings through
our own facilities or 3rd party providers.
We will manage all cancellations, amendments, no-shows,
last-minute changes and more, liaising directly with
individual employees and taking into account crew
rotations, holiday commitments and geographical location,
to ensure that the best option for training is selected.
Our team can handle all travel, accommodation and other
logistics associated with training. Using our customers’
preferred suppliers or our own extensive network of
providers, we deliver a seamless training experience from
beginning to end.
Our market-leading, cloud-based application which
manages training matrices, tracks training and
certifications, and improves compliance by automating
manual tasks, providing real-time dashboard and
management reports on critical business KPIs. With the
ability to integrate with our customers’ own software
solutions and applications, it has been designed to meet
the needs of our customers, delivering both cost and time
efficiencies.
Current and predicted training compliance percentages
are visible in real time in our application, making it easy to
identify and remedy instances of non-compliance before
any deadlines are reached.
With over 100 years of combined experience and our
global footprint, our managed services team has a
comprehensive knowledge of the current training
requirements of any safety critical industry. We proactively
provide support to the management of our clients to make
sure they are aware of any regulatory changes, updates to
any course catalogues of RelyOn Nutec or approved 3rd
party training providers.
Our software features performance dashboards displaying
customisable KPIs and a dedicated portal for our
customers’ workforce, tracking compliance of training,
checking requirements, and generating a variety of reports
at the click of a button.
Competence management
A robust competence system will deliver real value to a
business by not only satisfying the expectations of clients
and regulators, but also providing a platform for
continuous improvement.
Our competence management services can help with all
aspects of keeping our customers’ workforce fully
competent. We ensure our customers develop the correct
framework and maintain that framework in line with
international standards. We can develop a full competence
framework or improve existing framework to be
internationally accredited by an accreditation body of
choice.
Our network of subject matter experts help develop or
maintain job competence profiles in line with international
industry requirements and standards.
Our main competence management services
o Design or development of competence framework
○ Support with achieving (international) accreditation
○ Support organisations with the design, development
and maintenance of job competence profiles
○ Experienced assessors to perform assessments of
workforce or the verification of the assessment done
○ Support to oversee and continuously improve the
deployment of the competence framework within the
organisation
○ Provide audit services and improvement plans on
existing competence framework
Market-leading competence management application
Implementing our state-of-the-art competence
management application provides real-time visibility of the
competence status of the workforce, supports proactive
planning of assessments, maintains and provides a full
record of all assessments done, aligned to global
accreditation body requirements.
Key features
o Dynamic design which is configurable to competence
framework requirements
o Fully integrated with our training management system
and training delivery platform offering seamless access
to training compliance, digital learning, assessments
and booking via one portal
o Fully enabled online and offline assessments via a
dedicated app
o Allow for individual self-assessment and portfolio
building as well as assessor only
o Dedicated full assessment process, including
verification
o Easy interfacing with our customers’ existing systems
o Provide highly efficient competence management
process delivering substantial cost savings
Our business | Our solutions
20BidCo RelyOn Nutec A/S | Annual report 2022
APPLICATIONS
Cloud and on premise
Our applications are tailored towards safety critical
industries. They work independently; and by combining
more you achieve synergies in an unrivalled ecosystem of
applications. Our applications consist of:
o Rider
o Rhapsode
TM
o Worksafe®
o Business Portal
Rider
Rider is our employee performance management
application but also the application that supports our
managed service business. It consists of three modules:
o Training compliance: The training compliance system
offers full visibility and tracking of employees' training
compliance levels according to internal or external
regulations. Additionally, training requirements can be
efficiently managed preventing or resolving training
gaps, including the auto deployment of digital learning.
Financial tracking of training expenditure and
forecasting of future spend are also all available on
demand.
o Competence management system: The competence
management system enables the digital and real-time
tracking for employees towards their competence
requirements as set by a competence framework. The
system offers end-to-end coverage of the assessment
process, including comprehensive data/evidence
storage and audit capabilities, all required by
international accreditation bodies.
o Digital Procedure Management System: The
procedure management system is used to digitise and
store all procedures required across the organisation.
Digital procedures can be assigned to those positions
involved, ensuring easy access for resources
responsible or required in a procedure.
All system allows real-time tracking verifying procedures
have been read, and acknowledges they were understood.
Rhapsode
TM
An integrated state-of-the-art adaptive learning platform,
allowing customers to build and deliver adaptive learning
content to their employees, and to access advance
reporting.
Rhapsode
TM
Curator
Rhapsode Curator™ is an advanced content curation
platform and provides a streamlined workflow that ensures
a fast, effective, and affordable content production process
as well as high-quality results.
It has several advanced content development features that
are based on artificial intelligence, including intelligent
suggestions of questions based on text, content analysis,
semantic search as well as terminology.
Rhapsode
TM
Learner
Area9 Rhapsode Learner™ delivers personalised content
to the learners by using proven algorithms and analytics.
The study material adapts to the learner, ensuring that
time is spent on the subjects that need the most attention.
This significantly boosts the efficiency of the learning
process. At the same time, the process reveals blind
spots, perhaps unknown for the learner, that are important
to address.
Rhapsode
TM
Educator
Area9 Rhapsode Educator™ enables customers to enrol
learners to courses and learning plans and track their
performances. The adaptive approach generates an
enormous amount of granular data, and Educator makes it
actionable and structured with its reports.
Instructors and managers can get a much broader and
more granular review of their students’ performance, not
just a simple matter of questions right and wrong, but also
whether students understand their own lack of knowledge,
whether they are motivated and engaged, and whether
certain sections are particularly problematic.
A step-change when it comes to measuring impact of
learning.
WorkSafe®
Our control of work application, WorkSafe®, supports
organisations that operate in potentially hazardous work
environments in safety critical industries.
The modules in WorkSafe® include:
o Task Risk Assessment (TRA) module enables clients
to identify hazards and implement controls to ensure
residual risk “As Low As Reasonably Practicable”
(ALARP)
o Permit to Work is a formal recorded process used to
control work which is identified as potentially
hazardous and can be provided as a paper-based or
electronic solution
o Energy Isolations module ensures that hazardous
equipment is properly isolated and not able to be
started up again prior to the completion of
maintenance or servicing work
o Operational Risk Assessment (ORA) ensures that
robust arrangements are in place to identify and
evaluate major accident hazards
o Conflict Manager allows privileged system users to
avoid conflicting work activities by moving work to a
more suitable time
o Graphical Planner provides a multi-level visual
overview of permit and non-permit maintenance work
to assist with planning work to be undertaken and to
minimise conflicts
Business Portal
The Business Portal gives access for B2B customers to
buy and manage training for their employees. The portal
gives access to our full portfolio of training courses,
including classroom, adaptive learning, e-learning,
blended, virtual, etc.
The learning administrator can assign courses to learners,
monitor progress and access certificates.
Our business | Our solutions
21BidCo RelyOn Nutec A/S | Annual report 2022
SIMULATION
Cloud and on premise
Simulation in training is a proven method of enriching the
learning experience and increasing knowledge retention
for technical training delegates. Simulators allow the
operator to train and practice difficult and highly technical
operational procedures and challenges in a risk-free
environment. Benefits include:
o Reduced operational risk and increased efficiency:
Test processes and procedures and identify potential
issues prior to operations
o Increased competence: Accelerate workforce
development through training and competence
assessment in a safe and controlled environment
o Reduce non-productive time: Refine complex
operational procedures before putting them into
practice in the real world
o Supporting upskilling: Introduce new technologies or
equipment before operational use
At RelyOn Nutec, we develop our inhouse technology
towards our clients’ operational requirements, equipping
our global training centres with industry-leading simulation
technology that helps them support our international
clients locally. Our simulators increase the scope,
complexity and value of the training that our centres can
undertake.
By utilising our simulators, clients can fully immerse their
teams into the real conditions they would experience on
the job – enabling them to react to changes as they
happen and take actions necessary in a safe training
environment. The simulators can mimic clients’ actual
operations and incorporate their actual data to create
realistic scenarios.
With the ability to manipulate environmental conditions,
emulate rig facilities and specific wells, simulate different
cranes/offshore platforms/cargo type and recreate critical
events or failures, our simulators offer an optimal
environment in which the workforce can train to identify
and resolve any operational issues.
Focus on safety critical industries
Our simulation technology has been developed to support
our major clients in the safety critical offshore industries,
with a focus on drilling, lifting and crane operations.
The simulators vary in size, from full-size training centre
based simulators to portable mobile units that can be
utilised on remote operating locations. Each model,
irrespective of size, provides our hallmark high-quality on-
screen visualisation, realistic HMI controls and real-time
data analysis.
The full-size drilling simulators are fully immersive with
cyber chairs, emulated control systems and high-quality
visuals presented across multiple large display monitors.
With maximum visualisation, the software reacts to data
input as rapidly as you would expect to see during live
operations.
The full-size offshore crane simulators are fully
representative of an offshore crane cabin, with
interchangeable panniers and a full-motion base allowing
realistic movement within high-quality visuals presented on
multiple display monitors images.
Our port and gantry crane simulators can be used to train
operators in moving huge volumes of cargo efficiently or
as a remote operating system, monitoring or manipulating
cranes from a safe and convenient location.
Our state-of-the-art technology is widely accepted as
industry-leading and the technology is capable of being
directed towards all of the safety critical industries that we
serve.
With our simulation solutions and highly experienced
operators, clients can simulate and optimise complex and
dangerous operations, improving safety, operational
efficiency, and reduce operating costs, all in the safety of
our training centres.
Accessing our advanced simulation
Developing the simulation technology in-house gives us
the opportunity to offer our customers the same world-
class and true-to-life training facilities wherever their
operations are located. By expanding our technology
through or network of global training centres, clients now
have unparalleled access to the most effective and
realistic dynamic simulator solutions available.
By having our simulators, programmers, instructors and
training courses under one roof, clients now have global
access to high-quality, highly effective, customisable and
interactive
o Technical training
o Competency assessment
o Real-time consultancy
Our business | Our solutions
22BidCo RelyOn Nutec A/S | Annual report 202 22BidCo RelyOn Nutec A/S | Annual report 2022
GOVERNANCE
AND RISK
Corporate Governance
23
Group Management
24
Board of Directors
25
Risk Management
26
Sustainability
28
23BidCo RelyOn Nutec A/S | Annual report 2022 Governance and risk | Corporate governance
The General Meeting elects the members of the Board of
Directors
The Board of Directors shall annually revise and oversee the
overall strategy, business and action plan for RelyOn Nutec
and approve the annual budget for the next financial year.
The Board of Directors has decided not to establish an Audit
Committee however the Board of Directors handles the
tasks related to such an committee.
Outline of responsibility:
• Lay down general business and management principles
of the Company
• Decide on strategy and risk policies for the Company
• Supervise the performance of the Company, the
Executive Management and secure the proper
organisation of the Company
• Monitor the independence of the external auditors and
the planning, execution and the opinion of the external
auditors
• Review the Company’s financial position, capital
resources and reporting on financials and performance
• Appoint members of the Executive Management
The Board of Directors will convene at least four times per
year.
The Executive Management is appointed by the Board of
Directors and consists of the Chief Executive Officer
(Group CEO)
The Executive Management is responsible for RelyOn
Nutec’s day-to-day management of the Company in
accordance with the directions provided by the Board of
Directors, among others comprising:
Outline of responsibility:
• Develop the business and provide strategies for the
Company to be approved by the Board of Directors
• Implement the strategy for the Company and execute on
investments and divestments
• Develop the organisational structure of the Company
and allocate resources
• Drive and monitor the performance of the Company
• Prepare internal and external financial reporting
• Establish internal policies and procedures for relevant
topics such as accounting, finance, IT, etc.
• Oversee enterprise risk management
• Report to the Board of Directors
Shareholders
Board of Directors
Group Management Team
Global management team
Executive Management
Group CEO
Board of Directors
Executive Management
Group CEO
RECOMMENDATION OUTLINED BY ACTIVE OWNERS DENMARK
The ultimate owner is Polaris Private Equity IV K/S (Polaris). Polaris is a private equity company, owns [98.5%] of BidCo RelyOn Nutec A/S (RelyOn Nutec) and is a member of Active Owners Denmark (formerly the “Danish Venture Capital Association” or
“DVCA”) and is therefore covered by Active Owners Denmark’s guidelines and recommendations for responsible ownership and corporate governance for private equity companies and their portfolio companies. Thus, RelyOn Nutec must disclose how it
addresses the recommendations, using a “comply or explain“ approach. RelyOn Nutec complies with all the recommendations of 2021 except for recommendation 3.1. with respect to establishment of an Audit Committee. Considering the size and structure of
RelyOn Nutec, the Board of Directors has decided not to establish a formal Audit Committee. Instead, such tasks are undertaken by the Board of Directors. The complete Corporate Governance Statement for the financial year 2022 is available on the corporate
website at: https://relyonnutec.com/media/nosdct4l/corporate_governance_report-2022.pdf . For further information of the recommendations, please refer to www.aktivejere.dk.
CORPORATE GOVERNANCE
Central EuropeAsia Brazil
PartnershipsUnited Kingdom
ScandinaviaMiddle EastGulf of Mexico
Partnerships and
new markets
Legal, compliance
and HSEQ
OperationsFinance
Technical training and
simulation solutions
Digital services
Marketing and
ComEx
24BidCo RelyOn Nutec A/S | Annual report 2022
GROUP MANAGEMENT
Governance and risk | Group management
Torben Harring
Group CEO
- since 2017
Male, 1972
Education
Executive MBA, MSc
Experience
Falck, Dong Energy (Now Ørsted), DLG Group, Rockwool
and FMC Corporation (Cheminova)
Board positions: Subsidiaries of RelyOn Nutec Group
Anders Boelskift
CFO
- since 2020
Male, 1972
Education
MSc in Economics & Auditing
Experience
IC Group, Genmab, Carlsberg. Ernst and Young
Anne Melchiorsen
COO
- since 2021
Female, 1975
Education
MBA, MSc in Env. & Chemistry
Experience
Danske Bank, PricewaterhouseCoopers
VP, Technical Training and
Simulation Solutions
- since 2014
Male, 1973
Education
Bsc
Jason Grant
Experience
Aberdeen Drilling School, Scottish Development
International, Scottish Enterprise
VP, Partnerships and
New Markets
- since 2013
Male, 1968
Education
Graduate Diploma in Technology
Colin Leyden
Experience
Norgren, IMI, Novar Systems UK, Polaroid (UK) Ltd
VP, Digital
Services
- since 2019
Male, 1961
Education
HTS Mechanical Engineering
Falck, Bech-B
Harry van der Vossen
Experience
Atlas Knowledge, Petroweb Solutions, Shell
Marco Vanin
VP, Global Marketing and
ComEx
- since 2021
Male, 1983
Education
PhD of Physics and Nano Technology
Experience
3Shape, Area9
Birgitte Poulsen
General Counsel
- since 2019
Female, 1980
Education
Master of Law, INSEAD management
Experience
Falck, Bech-Bruun, A.P. Moller Maersk Group
25BidCo RelyOn Nutec A/S | Annual report 2022
BOARD OF DIRECTORS
Governance and risk | Board of Directors
JAKOB BO
THOMASEN
MERETE SØBY JESPER TEDDY LOK HENRIK BONNERUP JAN DAMSGAARD
Chairman
Board member Board member Board member Board member
Male – Danish Female – Danish Male – Danish Male – Danish Male – Danish
Board member since 2018 Board member since 2021 Board member since 2018 Board member since 2018 Board member since 2019
Is regarded as independent Is regarded as independent Is regarded as independent
Represents Polaris A/S and is not
regarded as independent
Is regarded as independent
Experience with management of
global, listed shipping, oil and gas
companies, strategy, investment,
sale and purchase, financial issues
and risk management
Management of IT companies,
commercial excellence, experience
with digitally driven solutions and
digital transformation
Experience with general
management, shipping, finance,
internationalisation and business
insights
Experience with management,
M&A, finance and strategy
Experience with digital solutions,
digital transformations, innovation
and academic learning
OTHER DIRECTORSHIPS:
DHI A/S (Chair)
Hovedstadens Letbane I/S (Chair)
Esvagt A/S (Chair)
Arcadia eFuels ApS*
orrön Energy*
OTHER DIRECTORSHIPS:
Blue Water Property A/S*
Edlund A/S*
DHI A/S (Deputy Chair)
Charlie Tango A/S (Chair)
OTHER DIRECTORSHIPS:
CADELER A/S*
Dagrofa ApS (Chair)
Gertsen & Olufsen (Chair)
Pisiffik A/S*
SILVERSTREAM Technologies*
Vestergaard Company A/S (Chair)
OTHER DIRECTORSHIPS:
LINK LOGISTICS (HOLDING A/S
and A/S)*
Sinful Holdco A/S*
Other Polaris related entities*
OTHER DIRECTORSHIPS:
PayProff A/S*
* Ordinary board member
26BidCo RelyOn Nutec A/S | Annual report 2022 Governance and risk | Risk management
RISK MANAGEMENT
RelyOn Nutec consistently identifies, manages and monitors
risks globally and rapidly shares risk mitigation solutions
against critical risks.
RelyOn Nutec maintains a reporting and review process to
create an overview of risks and full transparency into
mitigating controls for the entire Group and its constituent
entities, divisions, and business streams.
The objective is to manage top risks in order to deliver the
best possible service to customers, protect the value of the
business, safeguard future earnings, and reduce costs
associated with risk events.
Risk is defined as “all threats to the current value of the
business and its future cash flows".
RISK MANAGEMENT PRINCIPLES
The Board of Directors assists the Executive Management in
overviewing the Company’s overall risk-taking while the
Executive Management is responsible for identifying and
analysing material risks and developing the Company’s risk
management.
FINANCIAL REPORTING AND INTERNAL
CONTROLS
The Board of Directors and the Executive Management
regularly assess material risks and internal controls in
connection with the Group’s financial reporting process. The
Board of Directors monitors the process of financial reporting
on an ongoing basis, as well as the adequacy and
effectiveness of the established internal controls.
The Board of Directors and the Executive Management
define the guidelines for procedures and internal controls to
which compliance must be kept.
The adopted policies, guidelines and procedures are
updated and communicated internally on a regular basis.
Any material weaknesses, inadequacies and violation of
adopted policies, business procedures and internal controls
are reported to the Board of Directors.
Identification
Identification is made in a joint effort between Group
functions and the local teams. Evaluation and control
are performed through the global risk management
platform.
Evaluation
All identified risks are evaluated through the global
risk management platform. Risk assessment is rated
for impact and likelihood.
Control
Risk response actions depend on the evaluation.
Response actions have the nature of control,
awareness, communication and/or other preventing
actions.
Report
Communication and monitoring are made through the
global risk management platform.
An overall report is presented to the management,
which includes risk assessment and risk response for
the following risks:
1. Global lockdowns (pandemic, war, etc.)
2. Material slowdown in energy sector
3. Safety incidents
4. Cybercrime and IT breakdown
The above risks are not prioritised or ranked.
Definition and mitigation of risks are outlined on page
27. Financial risk and capital management are
outlined in section 4 and note 5.3, respectively.
Identification
EvaluationControl
Report
27BidCo RelyOn Nutec A/S | Annual report 2022 Governance and risk | Risk management
3
Safety incidents
Risk
An incident occurs where a student is
severely injured or even killed having a
serious and adverse effect on the
reputation of the business and thus
financial performance.
Mitigation
Safety instructions prior to the start of any
training sessions.
Documentation of incidents and close
communication with customers about any
incidents.
1
Global lockdowns
(pandemic, war etc.)
Risk
Operations and activities are worldwide,
and a global economic crisis could affect
RelyOn Nutec where customers cut down
on resources, lower activities and limit
travels.
Mitigation
Variable and flexible cost base.
Distributed footprint and global multi-skilled
workforce.
2
Material slowdown in
energy sector
Risk
The majority of activities are related to the
oil and gas market. Profitability and cash
flow are dependent on the level of oil and
gas capital spending by such companies
who are dependent on the market price of
oil and gas.
Mitigation
Rollout of competence and workforce
management software and outsourced
TMS.
Product development and entry into new
industries with a reduced focus on the O&G
market.
4
Cybercrime and IT
breakdown
Risk
An increasing number of cyber attacks or
failure of RelyOn Nutec’s IT systems could
cause transaction errors and loss of
customers which would adversely affect the
business, earnings and future prospect.
Mitigation
Dedicated IT department to monitor
business critical applications.
Utilisation of standard systems and adding
additional security layer on top when
necessary to be able to get help from a
third party..
RISK MANAGEMENT - continued
Probability ImpactProbability Impact Probability ImpactProbability Impact
28BidCo RelyOn Nutec A/S | Annual report 2022
SUSTAINABILITY
For RelyOn Nutec, safety is not only our business – it is in
our DNA. Helping our customers to ensure a healthy and
safe work environment is our purpose, and we take pride
in ensuring that our delegates have the right skill set to
stay safe in hazardous and potentially life-threatening
situations. We are committed to protecting the health,
safety, and wellbeing of all employees, delegates, and
visitors across the entire organisation. We focus on
minimising risks and raising awareness about health and
safety for our employees.
We conduct our business in accordance with our business
model (reference to page 11) and based on compliance
with applicable anti-corruption laws and regulations,
integrity, and high ethical standards. We reduce the risk of
corruption by working actively to ensure that our
employees have the right knowledge and skills.
RelyOn Nutec continuously identifies, prevents or
mitigates its risks of adverse impacts on the core principles
for sustainability. The main risks related to our
environmental impact are through the emissions inevitable
as part of our physical training operations. We are
committed to reducing the environmental footprint of our
operations through efficient use of resources and
continuous focus on reducing our energy consumption and
CO2 emissions.
We operate our business with respect for human and
labour rights everywhere and expect the same from our
business partners.
We are a global business delivering safety and
competence services across the world, helping our
customers protect their people, assets, and the
environment. Our training solutions are designed with the
principle of providing realistic and fully immersive training
experiences. Globally, our capability has developed
beyond safety and survival training to include more
advanced and technical training and corporate services to
help companies better manage their overall training and
competence needs. Knowledge and experience are
transferable, and we play an increasingly significant role in
developing a safe workplace helping customers in safety
critical industries improve safety.
Customers across the world choose and trust us year after
year because we put reliability, competence and
sustainability first.
Our responsibility and commitment to ensuring the safety
of our employees and those affected by our business,
remain core to our strategic commitment “safety is in our
DNA”. Understanding and managing our risks to avoid
harm to people, related to all our activities, stand firm and
are consistent with the United Nations Guiding Principles
(UNGPs) on Business and Human Rights and the outlined
ten principles. In 2022, we worked towards further
integrating the ten principles into our management system,
building capacity to address and manage risks, and
continued to embed environmental, economic and human
rights due diligence into our processes. The impact
assessments performed on human-, environmental- and
economic rights have shown that we are exposed to
impacts particularly regarding human rights, in the health
and safety area, which we mitigate through continuous
global and local initiatives.
The UN's Global Compact
The registration to the UN's Global Compact obliges us to
prepare an annual progress report, in which we describe
the work of translating the UN Global Compact's ten
principles into the company's strategy and actions.
As part of the initiative, we publish a Communication on
Progress (CoP) report every year. The report describes
our work to systematically act responsibly in relation to the
three bottom lines: social, environmental, and economic
sustainability.
EU Taxonomy
The EU Commission has established the EU Taxonomy as
an enabler to scale up sustainable investments. The
taxonomy is a catalogue of environmentally sustainable
economic activities, each with criteria to determine if they
substantially contribute towards a sustainable economy. In
June 2021, the Commission adopted the Climate
Delegated Act for the first two out of six environmental
objectives of the Taxonomy Regulation, namely climate
change mitigation and climate change adaptation.
We have assessed whether our activities can be identified
in the taxonomy and thereby be classified as taxonomy-
eligible. Our current assessment is, based on NACE codes
and analyses of our activities, that our primary activity is
not currently covered by the taxonomy; and we will
therefore report revenue, OPEX and CAPEX as 0 with
respect to the taxonomy reporting this year.
We anticipate that this will change; and we therefore
expect to report on taxonomy-eligible revenue in the
coming years. We want to ensure that we live up to the
criteria regarding ‘substantial contribution’ followed by ‘do
no significant harm’ and minimum social safeguards, after
which we can classify our activities as taxonomy-aligned.
The framework for RelyOn Nutec’s
commitment
We continued the dedicated work initiated in 2020.
Sustainability and Environmental Social Governance
(ESG) has been – and will continue to be one of the key
areas of focus. Our sustainability commitment is further
outlined here: https://relyonnutec.com/sustainability/
The backbone of our sustainability strategy, is shaped by
the ten principles of the UN Global Compact. Our mission
is to provide high-quality services, while also influencing
and strengthening the compliance with internationally
proclaimed principles for Human Rights and Labour
Standards, Environment and Anti-corruption.
o We strive to monitor and manage the sustainability
risks associated with our business.
o We know that responsible business conduct provides
sustainable, long-term business results, and that
responsibility is a prerequisite for retaining our
customers’ trust and confidence.
o Addressing and working with the Sustainable
Development Goals (SDGs) give our Company an
important voice.
Implementation and Due Diligence
RelyOn Nutec’s commitment is based on the agreed core
principles for sustainable development. We naturally
comply with local legislation wherever we operate.
In addition to this, our commitment means that we
continuously identify, prevent or mitigate our risk of
adverse impacts in relation to the core principles for
sustainability. As part of our commitment, we are
performing continuous impact assessments analysing our
risk of possible impacts on the areas covered by the UN
Guidelines. The impact assessments allow us the broadest
picture of our business risks as possible. For the vast
majority of the risks, the analysis showed that RelyOn
Nutec already had efforts to prevent or mitigate them, but
the analysis led to focus areas where the work with social
responsibility could be concretely clarified and optimised.
We will continuously seek to contribute proactively to
sustainable development, where it makes most sense and
where we can have the best impact.
Key focus areas and contributions
RelyOn Nutec works actively to support the United Nations
Sustainable Development Goals SDGs and shares the
view that business has a key role to play in implementing
the goals. Our business activities have both positive and
negative impacts on the SDGs. RelyOn Nutec supports all
the 17 SDGs and contributes, in particular, to the following
four goals: Gender equality, decent work and economic
growth, climate action and anti-corruption.
Our focus areas are described on the next page.
Governance and risk | Sustainability
REPORTING
Reporting on corporate social responsibility cf. sections
99a and 99b of the Danish Financial Statement Act
Our annual report meets the requirements of sections 99a and
99b of the Danish Financial Statements Act.
29BidCo RelyOn Nutec A/S | Annual report 2022 Governance and risk | Sustainability
FOCUS AMBITIONS TARGETS PROGRESS IN 2022 AMBITION IN 2023
Sustainable
development
We strive to ensure continuously responsible
and sustainable business conduct to retain
our customers’ trust and confidence.
Addressing and working with the Sustainable
Development Goals (SDGs) give our
company an important voice.
o
Perform two new impact analyses (IA)
o Reassess the former impact assessments
o
Communicate our efforts internally
o
At HSEQ meetings continuous focus on
sustainable initiatives and spread of the
initiatives between centres
In 2022, we managed to perform two IAs in Asia, Malaysia and Thailand, respectively, and have now performed a total of 10 IAs
in 6
countries.
We have emphasised communication on sustainability in the Group and global management teams and externally. In 2023, further
increased communication to the wider organisation and externally will be high priority.
o
Perform two new impact analyses (IA)
o
Reassess the former impact assessments
o
Increased communication efforts internally
and externally
Diversity
and
inclusion
o
o The gender equality performance to be at
o
o
o
o
o
Safety
We continuously work to minimise risks and
raise awareness about health and safety for
our employees and customers by providing
complete and lasting safety competencies
that go beyond compliance. We constantly
push to set new standards of safety that
account for all risks and ensure that we
deliver lasting safety competences as we are
an “integrated safety service provider”.
o
Continue the close monitoring of HSEQ
cases
o
Continue global HSEQ/ safety meetings,
network, and knowledge sharing
o
Implement e-learning on safety for all
employees
o LTIF for both employees and delegates: 0
o
Target 0 fatalities and 0 major incidents.
We have had a significant raise in LTIs and RWC in 2022.
We are continuously focusing on safety behaviour and culture and expect
that the continuous focus will reduce the number of cases in 2023.
We have implemented additional global safety meetings to further address incidents and learning opportunities. We are impleme
nti
ng
the learnings across all our facilities.
We need to be pro
-active and focus on preventing incidents by further analysing the near misses and unsafe acts/ conditions.
Safety culture training implemented
o
Continue the close monitoring of HSEQ
cases
o
Continue global HSEQ/ safety meetings,
network, and knowledge sharing
o
Quarterly elaborated safety agenda on
Global Management Meetings
o
Implement e-learning on safety for all
employees
o
LTIF for both employees and delegates: 0
o
Target 0 fatalities and 0 major incidents.
Employee
initiated
turnover
Maintain a competent and experienced
workforce by decreasing our employee
turnover.
Address our targets for our employees to
ensure good, safe work environment,
inclusion and employee engagement.
o
Implement the actions from the global
employee engagement survey in 2022
o
Increase employee satisfaction score
We analysed the employee engagement survey findings and created actions to be implemented locally. All countries have addressed
the findings at staff meetings for all to be included in the
prioritisation of actions.
The employee
-initiated turnover has increased and most likely due to COVID-19. The turnover, however, is 5 %, which we consider
an acceptable level balancing new talent and maintaining knowledge in the organization.
o
Implement the actions from the global
employee engagement survey in 2022
o
Roll out employee engagement survey
o
By implementing the above actions, we will
increase employee satisfaction and
decrease employee turnover
CO
2
emission
We want to drive changes towards a future
that will have to be net zero by our
continuous efforts. It sets a clear strategic
direction and demonstrates RelyOn Nutec’s
continued commitment to long
-term value
creation in line with environmentally
responsible practices.
o
Decrease CO2 emission by 25% by 2026
o
Participate in Climate Ambition
Accelerator Programme
o
Measure part of scope 3 emissions
The decline in CO2e/DKK is driven by local initiatives based on regional
-specific and operational assessments on where efforts have
the highest impact.
In 2022, we embedded ESG reporting in our reporting
-systems and quarterly review process.
We expanded our scope 3.6 reporting (business travel) to include all entities.
o Continue investigating and optimising where
possible
o
Expand our scope 3 reporting to include
further categories
Regulatory
compliance
With a large geographical spread where
business practices and customers vary
significantly, it is very important for RelyOn
Nutec to substantially reduce corruption and
bribery in all their forms and to comply with
UN trade sanctions.
o
Anti-Bribery and Corruption (ABC) e-
learning to all employees once a year
o
Update ABC procedures
o
Continuous screening and follow-up on
trade sanctions
o
Significant focus on trade restrictions to ensure compliance with the increased restrictions and fast-changing restrictions, e.g.
related to the Ukrainian conflict, including revision of the trade sanctions policy and procedure, improved process and new
sanctions screening tool
o
Trade restriction screening of 100% of all corporate customers
o
Gifts and hospitality policy and reporting tool assessed and reviewed
o
Continued focus on trade sanctions policy
and procedure
o
ABC review and e-learning rollout
BidCo RelyOn Nutec A/S | Annual report 2022 30
2022 Sustainability
CO2e EMISSION
EMPLOYEE INITIATED
TURNOVER
SAFETY
BOARD OF
DIRECTORS
GROUP
MANAGEMENT
AMERICAS EUROPE ASIA PACIFIC
MIDDLE
EAST
GENDER DIVERSITY
GROUP
*LTIF: Number of lost time injury events per 1,000,000 hours worked for employees.
Number of lost time injury events per 1,000,000 hours trained for delegates (course participants)
Scope 1: Total amount of CO2e to company facilities and vehicles. Scope 2 (location-based): Total
amount of CO2e to company electricity and heating Scope 1 and scope 2 amounts in
tonCO
2
e/mDKK. Calculation framework: : Greenhouse Gas Protocol: A Corporate Accounting and
Reporting Standard (Revised Edition)
REGULATORY COMPLIANCE
Share of workforce
Trade restrictions
screening – corporate
customers
10%
112
2019
81
8%
2020
42
4%
2021
100%
5,233 5,296
Ton CO
2
e
Governance and risk | Sustainability
Total number of employee-initiated separations (e.g., resignation and retirement) during the
reporting period, divided by the average number of workers during the year
20202019
1.2
2021 2022
0.4
1.1
0.0
0.6
0.5
2.7
1.0
2019 20212020
3.3
2022
9.7
8.1
6.6
6.4
3.5
4.6
2.2
4.4
Scope 1 Scope 2
Not
applicable
100%
100%
80%
80%
20%
20%
2020
0%
20212019
0%
2022
Female
Male
80%
83%
71%
75%
20%
17%
29%
25%
202120202019 2022
66%
68%
65%
66%
34%
32%
35%
34%
2019 2020 2021 2022
63%
63%
60%
64%
37%
37%
40%
36%
2020 20222019 2021
73%
74%
69%
69%
27%
26%
31%
31%
20212019 2020 2022
56%
58%
60%
57%
44%
42%
40%
43%
20222019 2020 2021
85%
73%
78%
81%
15%
27%
22%
19%
20212019 2020 2022
EMPLOYEE LTIF* DELEGATE LTIF
49
5%
2022
5,911
Total number of screened corporate customers per total corporate customers
Number of male/female employees of total employee (FTE)
31BidCo RelyOn Nutec A/S | Annual report 202 31BidCo RelyOn Nutec A/S | Annual report 2022
Financial review
Key figures and ratios
32
Financial review
33
32BidCo RelyOn Nutec A/S | Annual report 2022 Financial review | Key figures and ratios
KEY FIGURES AND RATIOS
Supplementary information
The financial ratios have been calculated in accordance
with the recommendations of the Association of Danish
Financial Analysts.
Figures in 2018 include figures from the
acquisition of Falck Safety Service Holding A/S from
20
th
September 2018 to 31
st
December 2018.
Comparative figures and key figures in the income
statements for 2019 and 2020 have been adjusted for
discontinued operations.
30 March -
31 December
DKKm
2022 2021 2020 2019 2018
Consolidated income statement
Revenue 895 657 535 819 248
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 184 108 28 146 35
Operating result before amortisation and special items (EBITA) 115 45 (47) 70 24
Operating result (EBIT) 80 18 (82) 23 (14)
Net financials (85) (66) (75) (52) (6)
Result before tax (5) (48) (157) (29) (20)
Result for the period of continuing operations (11) (58) (159) (51) (19)
Result for the period (11) (58) (175) (49) (19)
Consolidated statement of financial position
Total assets 1,165 1,118 1,084 1,324 1,022
Property, plant and equipment 274 263 280 342 369
Total equity 66 61 85 316 304
Total equity incl. convertible shareholder loan 166 96 116 316 304
Trade working capital 43 3 8 88 80
Net interest-bearing debt (NIBD) 749 723 705 666 622
Net interest-bearing debt (NIBD) excl. convertible shareholder loan 649 688 674 666 622
Consolidated statement of cash flows
Cash flow from operating activities 99 108 68 102 (1)
Cash flow from investing activities (62) (44) (34) (123) (483)
Hereof investments in property, plant and equipment (39) (21) (32) (47) (19)
Free cash flow 37 64 34 (21) (484)
Cash flow from financing activities (32) (93) (38) (18) 589
Net cash flow for the period 5 (29) (4) (39) 105
Employees
Average number of employees (LTM) 868 790 784 910 858
Average number of employees in Denmark (LTM) 63 58 54 57 45
Key ratios
EBITDA (%) 21% 16% 5% 18% 14%
EBITA (%) 13% 7% -9% 9% 10%
EBIT (%) 9% 3% -15% 3% -6%
Solvency ratio incl. convertible shareholder loan 14% 9% 11% 24% 30%
NIBD/EBITDA 4.1 6.7 n.m. 4.6 n.m.
NIBD excl. convertible shareholder loan/EBITDA 3.5 6.4 n.m. 4.6 n.m.
Trade working capital ratio (%) 5% 0.4% 1.5% 10% n.m.
Cash conversion ratio (%) 63% 108% 318% 91% n.m.
33BidCo RelyOn Nutec A/S | Annual report 2022
FINANCIAL REVIEW
Financial review | Financial review
Revenue
Revenue for 2022 was DKKm 895, which was DKKm 238
(36%) above 2021. The revenue increase was realised
across all our regions especially in the Americas and Asia.
Revenue from renewables increased by 25% and reached
DKKm 85, continuing at last year’s growth rates.
Combined digital and blended revenue grew by more than
84% to DKKm 125 compared to DKKm 68 in 2021 and
accounted for 14% of the revenue compared to 10% last
year.
EBITDA
EBITDA before special items ended at DKKm 184, an
increase of DKKm 76 or 70% compared to 2021. The
improvement was driven by increased activity levels as
outlined above. The EBITDA margin landed at 21%
compared to 16% in 2021.
EBITA
EBITA before special items ended at DKKm 115
compared to DKKm 45 in 2021.
Special items
Special items in 2022 amounted to DKKm 12 (DKKm 5)
and were mainly related to restructuring and acquisition
cost as well as non-recurring consultancy costs.
EBIT
EBIT was improved by DKK 62m to DKKm 80 in 2022. The
EBIT margin landed at 9% compared to 3% in 2021.
Financial items, net
Net financial items amounted to DKKm 85 compared to
DKKm 66 in 2021. The increase of DKKm 19 was driven
by increased interest etc. (DKKm 6), unrealised fair value
adjustment related to certain put/call options (DKKm 10)
and increased foreign exchange rate adjustments (DKKm
3)
Result for the year
The result for 2022 was negative by DKKm 11; an
improvement of DKKm 47 compared to 2021.
Trade working capital
Trade working capital came in at DKKm 43 (5% of
revenue) compared to DKKm 3 (0.4% of revenue) at the
end of December 2021. The increase was driven by
additional cash tied up in working capital following the
activity uplift.
Free cash flow
Free cash flow for 2022 was positive by DKKm 37; a
reduction of DKKm 37 compared to 2021 driven by
increased cash tied up in working capital following the
activity uplift and increased investment level.
CAPEX amounted to DKKm 62 compared to DKKm 42 in
2021. The increase was driven by expansion and upgrade
of our training centres in Mexico and Guyana.
In 2022, DKKm 42 was considered expansion and growth
CAPEX while the remaining DKKm 20 was maintenance
CAPEX.
Acquisitions of entities
During 2022, we made two acquisitions:
• Acquisition of shares in Thomson Bridge to accelerate
our renewables growth with High-Voltage (HV)
electrical training and consultancy; and
• Acquisition of shares in CTS to complete our
renewables offering in the UK with a facility on the
west coast.
For further information, we refer to note 6.1 to the
consolidated financial statements.
Acquisition of minorities
During 2022, we increased our ownership of our Mexico
activities from 60 % to 80 per cent and acquired a 5%
minority stake in our business in Asia. The transactions
are included in the financing activities in the cash flow
statement.
For further information, we refer to note 5.1 to the
consolidated financial statements.
Equity
Equity as of 31
st
December 2022 amounted to DKKm
66 (DKKm 61). Including the convertible shareholder loan,
the equity was DKKm 166 at the end of December 2022.
Including the convertible shareholder loan, the solvency
ratio was improved from 9% to 14%.
Net interest-bearing debt (NIBD)
NIBD was DKKm 749 compared to DKKm 723 at the end
of December 2021. Excluding convertible shareholder
loans, NIBD was DKKm 649 at the end of December 2022.
NIBD excluding convertible shareholder loan/EBITDA was
3.5 at the end of December 2022 compared to 6.4 at the
end of December 2021.
At the end of December 2022, the lease liabilities have
been reduced by DKKm 81 from DKKm 262 to DKKm 181.
For further information, we refer to note 1.2 to the
consolidated financial statements.
Capital resources
After the publication of the annual report for 2022 we
have announced that we will issue a new bond to re-
finance the existing bond and RCF facilities.
For further information, we refer to notes 1.0 and 4.4 to the
consolidated financial statements.
34BidCo RelyOn Nutec A/S | Annual report 202 34BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial
statements 2022
1 January – 31 December
Income statement and statement of
comprehensive income
35
Statement of financial position
36
Statement of changes in equity
37
Statement of cash flows
38
Notes
39
35BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Income statement and statement of comprehensive income
CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
DKKm Notes
2022 2021
Revenue 2.1 895 657
Other income 2.2 18 32
Cost of sales (270 ) (200 )
Staff costs 2.3, 2.4 (389 ) (320 )
Other external costs (70 ) (61 )
Operating result before depreciation, amortisation, impairment losses
and special items (EBITDA)
Depreciation and impairment losses on property, plant and equipment 2.5 (69 ) (63 )
Operating result before amortisation and special items (EBITA) 115 45
Amortisation of intangible assets 2.5 (23 ) (22 )
Operating result before special items 92 23
Special items 2.6 (12 ) (5 )
Operating result (EBIT) 80 18
Financial income 2.7 - 6
Financial expenses 2.8 (85 ) (72 )
Profit before tax (5 ) (48 )
Tax for the period 2.9 (6 ) (10 )
Result for the period (11 ) (58 )
Result for the period is attributable to:
Owners of the parent company (13 ) (58 )
Non-controlling interests 2 -
Total (11 ) (58 )
DKKm Notes
2022 2021
Result for the period (11 ) (58 )
Other comprehensive income:
Tax on other comprehensive income 1 -
Exchange rate adjustments of foreign entities and intercompany loans
classified as part of net investment
Total comprehensive income for the period - (33 )
Total comprehensive income for the period is attributable to:
Owners of the parent company (2 ) (33 )
Non-controlling interests 2 -
Total - (33 )
36BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Financial position
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 31 December
DKKm Notes
2022 2021
Goodwill 3.1 252 220
Brands 3.1 55 54
Customer contracts 3.1 40 45
Knowhow 3.1 17 18
Software 3.1 38 24
Other intangible assets 3.1 27 32
Total intangible assets 429 393
Property and plant 3.2 136 141
Equipment 3.2 88 88
Leasehold improvements 3.2 33 34
Assets under construction 3.2 17 -
Total property, plant and equipment 274 263
Right-of-use assets 3.3 134 221
Deferred tax assets 3.4 63 45
Other non-current assets 15 15
Total non-current assets 915 937
Trade receivables 3.5 135 91
Contract assets 3.5 19 13
Prepayments 25 18
Other current assets 3.6 21 16
Cash and cash equivalents 4.4 50 43
Total current assets 250 181
Total assets 1,165 1,118
31 December 31 December
DKKm Notes
2022 2021
Share capital 3.7 2 2
Foreign currency translation reserve (9 ) (20 )
Retained earnings 48 75
Total equity attributable to owners of the parent company 41 57
Non-controlling interests 25 4
Total equity 66 61
Provisions 6.2 25 23
Bond 4.4 - 413
Credit facilities 4.4 - 40
Shareholder loan 4.4 100 35
Lease liabilities 3.3 141 246
Deferred tax liabilities 3.4 16 15
Other non-current liabilities 3.8 22 20
Total non-current liabilities 304 792
Bond 4.4 419 -
Credit facilities 4.4 99 -
Lease liabilities 3.3 40 32
Trade payables 4.4 113 103
Deferred consideration 6.1 10 -
Other current liabilities 3.9 114 130
Total current liabilities 795 265
Total liabilities 1,099 1,057
Total equity and liabilities 1,165 1,118
37BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Statement of changes in equity
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
DKKm
Share capital
Foreign
currency
translation
reserve
Retained
earnings
Total equity
attributable to
owners of the
parent
company
Non-
controlling
interests
Total equity
Equity at 1 January 2021 2 (45 ) 124 81 4 85
Result for the period - - (58 ) (58 ) - (58 )
Other comprehensive income - 25 - 25 - 25
Total comprehensive income for the period - 25 (58 ) (33 ) - (33 )
Non-controlling interests on acquisition of subsidiary - - - - 9 9
Reclassification - - 9 9 (9 ) -
Total transactions with shareholders - - 9 9 - 9
Equity at 31 December 2021 2 (20 ) 75 57 4 61
Equity at 1 January 2022 2 (20 ) 75 57 4 61
Result for the period - - (13 ) (13 ) 2 (11 )
Other comprehensive income - 11 - 11 - 11
Total comprehensive income for the period - 11 (13 ) (2 ) 2 -
Non-controlling interests on acquisition of subsidiary - - - - 11 11
Dividends - - (4 ) (4 ) - (4 )
Settlement of preference shares - - (2 ) (2 ) - (2 )
Reclassification - - (8 ) (8 ) 8 -
Total transactions with shareholders - - (14 ) (14 ) 19 5
Equity at 31 December 2022 2 (9 ) 48 41 25 66
38BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Statement of cash flows
CONSOLIDATED STATEMENT OF CASH FLOWS
DKKm Notes
2022 2021
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 184 108
Special items paid (17 ) (9 )
Change in net working capital 6.3 (48 ) 21
Income taxes paid (20 ) (12 )
Cash flow from operating activities 99 108
Investment in intangible assets 3.1 (23 ) (21 )
Investment in property, plant and equipment 3.2 (39 ) (21 )
Purchase of subsidiaries, net of cash 6.1 - (2 )
Cash flow from investing activities (62 ) (44 )
Free cash flow 37 64
Interest expenses etc. paid (66 ) (59 )
Proceeds from borrowing 5.2 120 -
Installments on lease liabilities 3.3 (35 ) (32 )
Transactions with non-controlling interests, including settlements of contingent considerations (43 ) -
Change in other financing activities (8 ) (2 )
Cash flow from financing activities (32 ) (93 )
Net cash flow for the period 5 (29 )
Cash and cash equivalents at the beginning of the period 43 70
Exchange rate adjustments 2 2
Net cash flow for the period 5 (29 )
Cash and cash equivalents at the end of the period 50 43
39BidCo RelyOn Nutec A/S | Annual report 2022
Section 1: Basis of preparation
Note 1.0:
Capital resources and going concern
41
Note 1.1:
Accounting policies
41
Note 1.2:
Critical accounting estimates and judgements
42
Section 2: Consolidated income statement
Note 2.1:
Segments and revenue
44
Note 2.2:
Other income
45
Note 2.3:
Staff costs
46
Note 2.4:
Incentive
programme
46
Note 2.5:
Amortisation
, depreciation and impairment losses
46
Note 2.6:
Special items
47
Note 2.7:
Financial income
47
Note 2.8:
Financial expenses
47
Note 2.9:
Tax
48
Section 3: Consolidated statement of financial position
Note 3.1:
Intangible assets
50
Note 3.2:
Property, plant and equipment
52
Note 3.3:
Leases
53
Note 3.4:
Deferred tax
54
Note 3.5:
Trade receivables and contract assets
55
Note 3.6:
Other current assets
56
Note 3.7:
Share capital
56
Note 3.8:
Other non
-current liabilities
56
Note 3.9:
Other current liabilities
56
Section 4: Financial risk management
Note 4.1:
Financial risk management
58
Note 4.2:
Market risk
58
Note 4.3:
Credit risk
59
Note 4.4:
Liquidity risk
59
Section 5: Capital structure
Note 5.1:
Measurement and fair value hierarchy
62
Note 5.2:
Changes in liabilities arising from financing activities
63
Note 5.3:
Capital management
63
Section 6: Other notes
Note 6.1:
Business combination
65
Note 6.2:
Provisions
68
Note 6.3:
Change in net working capital
68
Note 6.4:
Fee to auditors
69
Note 6.5:
Related parties
69
Note 6.6:
Commitments and contingent liabilities
69
Note 6.7:
Events after the balance sheet date
69
Note 6.8:
Group companies
70
Notes
Note 1.0: Capital resources and going concern 41
Note 1.1: Accounting policies 41
Note 1.2: Critical accounting estimates and judgements 42
41BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 1: Basis of preparation
Notes 1.0 and 1.1
42BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 1: Basis of preparation
Notes 1.1 and 1.2
NOTE 1.1 – ACCOUNTING POLICIES - Continued
Note 2.1:
Segments and revenue
44
Note 2.2:
Other income
45
Note 2.3:
Staff costs
46
Note 2.4:
Incentive
programme 46
Note 2.5:
Amortisation
, depreciation and impairment losses 46
Note 2.6:
Special items
47
Note 2.7:
Financial income
47
Note 2.8:
Financial expenses
47
Note 2.9:
Tax
48
44BidCo RelyOn Nutec A/S | Annual report 2022
Note 2.1
Consolidated financial statements | Notes | Section 2: Consolidated income statement
45BidCo RelyOn Nutec A/S | Annual report 2022
Notes 2.1 and 2.2
NOTE 2.1 – SEGMENTS AND REVENUE - continued
Consolidated financial statements | Notes | Section 2: Consolidated income statement
46BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 2: Consolidated income statement
Notes 2.3, 2.4 and 2.5
47BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 2: Consolidated income statement
Notes 2.6, 2.7 and 2.8
48BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 2: Consolidated income statement
Note 2.9
Note 3.1:
Intangible assets
50
Note 3.2:
Property, plant and equipment
52
Note 3.3:
Leases
53
Note 3.4:
Deferred tax
54
Note 3.5:
Trade receivables and contract assets
55
Note 3.6:
Other
current assets 56
Note 3.7:
Share capital
56
Note 3.8:
Other non
-current liabilities 56
Note 3.9:
Other
current liabilities 56
50BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.1
51BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
NOTE 3.1 – INTANGIBLE ASSETS - continued
52BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.2
53BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.3
54BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.4
55BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.5
56BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 3: Statement of financial position
Notes 3.6, 3.7, 3.8 and 3.9
Note 4.1:
Financial risk management
58
Note 4.2:
Market risk
58
Note 4.3:
Credit risk
59
Note 4.4:
Liquidity risk
59
58BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 4: Financial Risk Management
Notes 4.1 and 4.2
59BidCo RelyOn Nutec A/S | Annual report 2022
Notes 4.3 and 4.4
Consolidated financial statements | Notes | Section 4: Financial Risk Management
60BidCo RelyOn Nutec A/S | Annual report 2022
Note 4.4
Consolidated financial statements | Notes | Section 4: Financial Risk Management
NOTE 4.4 - LIQUIDITY RISK - continued
Note 5.1:
Measurement and fair value hierarchy
62
Note 5.2:
Changes in liabilities arising from financing activities
63
Note 5.3:
Capital management
63
62BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 5: Capital structure
Note 5.1
63BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 5: Capital structure
Notes 5.2 and 5.3
Note 6.1:
Business combination
65
Note 6.2:
Provisions
68
Note 6.3:
Change in net working capital
68
Note 6.4:
Fee to auditors
69
Note 6.5:
Related parties
69
Note 6.6:
Commitments and contingent liabilities
69
Note 6.7:
Events after the balance sheet date
69
Note 6.8:
Group companies
70
65BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.1
66BidCo RelyOn Nutec A/S | Annual report 2022
NOTE 6.1 – BUSINESS COMBINATION-– continued
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.1
67BidCo RelyOn Nutec A/S | Annual report 2022 Consolidated financial statements | Notes | Section 6: Other notes
NOTE 6.1 – BUSINESS COMBINATION – continued
Note 6.1
68BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.2 and 6.3
69BidCo RelyOn Nutec A/S | Annual report 2022
Consolidated financial statements | Notes | Section 6: Other notes
Notes 6.4, 6.5, 6.6 and 6.7
70BidCo RelyOn Nutec A/S | Annual report 2022
Note 6.8
Consolidated financial statements | Notes | Section 6: Other notes
71BidCo RelyOn Nutec A/S | Annual report 202BidCo RelyOn Nutec A/S | Annual report 2022 71
Parent company
financial statements
Income statement and change in equity
72
Statement of financial position
73
Notes
74
72BidCo RelyOn Nutec A/S | Annual report 2022 Parent company financial statements | Income statement and changes in equity
INCOME STATEMENT STATEMENT OF CHANGES IN EQUITY
DKKm Notes
2022 2021
Revenue 9 7
Staff costs 1.1 (9) (7)
Other external costs (2) (2)
Operating result before depreciation, amortisation, impairment losses
and special items (EBITDA)
(2) (2)
Financial income 7 3
Financial expenses (44) (39)
Profit before tax (39) (38)
Tax for the period 1 -
Result for the period (38) (38)
DKKm
Share capital
Retained
earnings
Total equity
Equity at 1 January 2021 2 285 287
Result for the period - (38) (38)
Total comprehensive income for the period - (38) (38)
Equity at 31 December 2021 2 247 249
Equity at 1 January 2022 2 247 249
Result for the period - (38) (38)
Total comprehensive income for the period - (38) (38)
Equity at 31 December 2022 2 209 211
73BidCo RelyOn Nutec A/S | Annual report 2022 Parent company financial statements | Statement of financial position
STATEMENT OF FINANCIAL POSITION
31 December 31 December
DKKm Notes
2022 2021
Investment in subsidiaries 2.1 650 650
Receivables from subsidiaries 2.2 102 68
Total non-current assets 752 718
Receivables from subsidiaries 2.2 12 2
Other current assets 1 1
Cash and cash equivalents 4 4
Total current assets 17 7
Total assets 769 725
31 December 31 December
DKKm Notes
2022 2021
Share capital 2.4 2 2
Retained earnings 209 247
Total equity 211 249
Bond 2.5 - 413
Shareholder loan 2.5 100 35
Total non-current liabilities 100 448
Bond 2.5 419 -
Payables to subsidaries 29 22
Trade payables 2 1
Other current liabilities 8 5
Total current liabilities 458 28
Total liabilities 558 476
Total equity and liabilities 769 725
74BidCo RelyOn Nutec A/S | Annual report 2022
Section 1: Income statement
Note 1.1:
Staff costs
75
Section 2: Statement of financial position
Note 2.1:
Investment in subsidiaries
75
Note 2.2:
Receivables from subsidiaries
75
Note 2.3:
Deferred tax asset
75
Note 2.4:
Share capital
75
Note 2.5:
Bond and shareholder loan
75
Section 3: Other notes
Note 3.1:
Related parties
75
Note 3.2:
Commitments and contingent liabilities
75
Note 3.3:
Events after the balance sheet date
75
Note 3.4:
Fee to auditors
76
Section 4: Basis of preparation
Note 4.1:
Accounting policies
76
Notes
75BidCo RelyOn Nutec A/S | Annual report 2022 Parent company financial statements | Notes
NOTE 1.1 – STAFF COSTS
Notes 1.1, 2.1, 2.2, 2.3, 2.4, 2.5, 3.1, 3.2 and 3.3
NOTE 2.1 – INVESTMENTS IN SUBSIDIARIES
For remuneration of the Executive Management and the Board of Directors, see note 2.3 “staff costs”
to the consolidated financial statements.
NOTE 2.2 – RECEIVABLES FROM SUBSIDIARIES
NOTE 2.3 – DEFERRED TAX ASSET
Supplementary information
Deferred tax asset is mainly related to tax losses. The parent company has unrecognised tax losses to carry forwards
totalling DKKm 21 (DKKm 23). The Group is of the opinion that utilisation within 3-5 years is not possible within a
foreseeable future. There is no expiry date on the tax losses to carry forward.
DKKm
2022 2021
Wages and salaries (7) (6)
Pensions, defined contribution plans (1) (1)
Total staff costs (9) (7)
Average number of employees (full-time equivalent) 2 2
DKKm
2022 2021
Cost at 1 January 650 650
Cost at 31 December 650 650
Impairment at 1 January - -
Impairment for the year - -
Impairment at 31 December - -
Carrying amount at 31 December 650 650
DKKm
2022 2021
Receivables at 1 January 70 74
Changes during the year 44 (4)
Receivables at 31 December 114 70
Non-current 102 68
Current 12 2
Receivables at 31 December 114 70
NOTE 2.4 – SHARE CAPITAL
Please refer to note 3.7 to the consolidated financial statements.
NOTE 2.5 – BOND AND SHAREHOLDER LOAN
Please refer to note 4.4 to the consolidated financial statements.
NOTE 3.1 – RELATED PARTIES
Please refer to note 6.5 to the consolidated financial statements.
The Company is included in the Consolidated Financial Statement of P-RelyOn Nutec 2018 A/S. The consolidated financial
statements can be obtained on the following address:
Malmøgade 3, 2100 København Ø
NOTE 3.2 - COMMITMENTS AND CONTINGENT LIABILITIES
Joint taxation scheme
Please refer to note 6.6 to the consolidated financial statements.
Contingent liabilities and guaranties
Please refer to note 6.6 to the consolidated financial statements.
NOTE 3.3 - EVENTS AFTER THE BALANCE SHEET DATE
Please refer to note 6.7 to the consolidated financial statements.
76BidCo RelyOn Nutec A/S | Annual report 2022
Notes 3.4, and 4.1
NOTE 3.4 – FEE TO AUDITORS
NOTE 4.1 - ACCOUNTING POLICIES
BidCo RelyOn Nutec A/S prepares the parent company financial statements in accordance with the Danish Financial
Statements Act applying to enterprises of reporting class D.
The accounting policies of the parent company are identical with the policies for the consolidated financial statements unless
otherwise listed. The accounting policies, judgements and estimates are consistent with those applied in the financial
statements for 2021.
The financial statements are presented in DKK million.
Leases
IFRS 16 Leases is not applied in the financial statements for the parent company.
Parent company financial statements | Notes
Investments in subsidiaries
Investments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this
lower value.
Dividends from subsidiaries are recognised as income in the income statement when adopted at the general meeting of the
subsidiary.
Other
Foreign exchange adjustments of receivables and payables in foreign subsidiaries that form part of the net investment are
recognised under other comprehensive income in the consolidated financial statements and in the income statement of the
parent company financial statements.
The balance sheet has been presented in accordance with the current/non-current distinction in accordance with IFRS, which is
applicable after the Danish Financial Statements Act.
With reference to the provisions of the Danish Financial Statements Act, the parent company has refrained from preparing cash
flow statement information in the parent company financial statements. For this information, see the consolidated financial
statements for BidCo RelyOn Nutec A/S.
DKKm
2022 2021
Audit fees to PwC (1.4) (1.7)
Total (1.4) (1.7)
77BidCo RelyOn Nutec A/S | Annual report 202 77BidCo RelyOn Nutec A/S | Annual report 2022
Management statement,
auditor’s reports and
definitions
Statement by the Board of Directors and
the Executive Management
78
Independent auditor’s report
79
Company information
82
Definitions
83
78BidCo RelyOn Nutec A/S | Annual report 2022 Management statement, auditor’s reports and definitions | Statement by the Board of Directors and the Executive Management
th
March 2023
Executive
Management
Board of Directors
79BidCo RelyOn Nutec A/S | Annual report 2022
INDEPENDENT
AUDITOR’S REPORTS
REPORT ON THE AUDIT OF THE
FINANCIAL STATEMENTS
OUR OPINION
st
BASIS FOR OPINION
MATERIAL UNCERTANITY RELATED TO
GOING CONCERN
KEY AUDIT MATTERS
Management statement, auditor’s reports and definitions | Independent Auditor’s report
80BidCo RelyOn Nutec A/S | Annual report 2022
STATEMENT ON MANAGEMENT’S REVIEW
Management statement, auditor’s reports and definitions | Independent Auditor’s report
81BidCo RelyOn Nutec A/S | Annual report 2022
REPORT ON COMPLIANCE WITH THE ESEF
REGULATION
th
March 2023
CVR No 3377 1231
Management statement, auditor’s reports and definitions | Independent Auditor’s report
82BidCo RelyOn Nutec A/S | Annual report 2022
COMPANY INFORMATION
The company
Phone +45 76 12 13 14
Legal registration no. 39 46 78 36
Financial year 01.01.2022 - 31.12.2022
Established 30
th
March 2018
Municipality of headquarter; Copenhagen
Website: www.relyonnutec.com
E-mail: info@relyonnutec.com
Board of Directors
Jakob Thomasen, Chairman
Jesper Teddy Lok
Merete Søby
Henrik Bonnerup
Jan Damsgaard
Executive Management
Torben Harring
Auditor
PriceWaterhouseCoopers
Statusautoriseret Revisionspartnerselskab
Strandvejen 44
DK-2900 Hellerup
Denmark
Management statement, auditor’s reports and definitions | Company information
Forward-looking statements
This annual report contains forward-looking statements, including statements regarding the Group’s future operating
profit, financial position, cash flows, strategy as well as plans for the future. Forward-looking statements include,
without limitation, any statement that may predict, indicate or imply future results, performance or achievements, and
may contain the words “believes”, “expects”, “estimates”, “projects”, “plans”, “anticipates”, “continues” and “intends”
or any variations of such words or other words with similar meaning. The statements are based on Management’s
reasonable expectations and forecasts at the time of disclosure of the annual report. Any such statements are
subject to risks and uncertainties, and a number of different factors of which many are beyond BidCo RelyOn Nutec
A/S’ control can mean that the actual development and actual result will differ significantly from the expectations
contained in the annual report. Without being exhaustive, such factors include general economics and commercial
factors, including market and competitive matters, supplier issues and financial issues. Accordingly, forward-looking
statements should not be relied on as a prediction of actual results.
83BidCo RelyOn Nutec A/S | Annual report 2022
DEFINITIONS
Management statement, auditor’s reports and definitions | Definitions
A
ABC
Anti-Bribery and Corruption
Americas
Comprise Brazil
, Canada, Mexico, Trinidad &
Tobago and
the US.
Application users
Sum of Worksafe ®-users, Know-
how
-users, Business Portal-users, and delegates
managed via Rider application
ARR
Annual Recurring Revenue
Asia Pacific Comprises, Australia, Indonesia, Malaysia,
Thailand and Singapore.
CAPEX
Investments in intangible assets and property,
plant and equipment.
Cash Conversion Ratio: EBITDA divided by operating
cash flow adjusted for special items paid
CGU
Cash Generating Units.
D
Digital & blended learning revenue
Including Digital
Learning (traditional e
-learning, adaptive learning and
blended learning), applications (Rider and
Worksafe
®)
and simulation.
Digital annual recurring revenue
Subscription fees,
license fees as well as service and maintenance fees
Digital learning completions
Completed digital
learning courses over the past twelve months
Digital portfolio value Committed future digital revenue
”order book”
E
EBIT
Earnings before interest and tax.
EBITA
Earnings before interest, tax and amortisation.
EBITDA Earnings before interest, tax, depreciation and
amortisation.
Europe
Comprises Belgium, Denmark, Germany,
Netherlands, Norway and United Kingdom.
G
GWO
(Global Wind Organisation) The global industry
standard in wind organisation for safety, skills, and
competence.
I
IA
Impact assessment
IAS
International Accounting Standards.
IFRS
International Financial Reporting Standards.
ISO
The International Organization for Standardisation
is an international standard
-setting body composed of
representatives from various national standards
organisations.
IMO
-STCW International Maritime Organisation -
Standards of Training, Certification and Watchkeeping
for Seafarers. The STCW Convention for Seafarers was
adopted in 1978 by conference at the International
Maritime Organisation (IMO) in London, and entered into
force in 1984 and was amended in 1995 & 2010.
L
LTM
Last Twelve Months
M
Middle East Comprises Azerbaijan, Oman, Qatar, Saudi
Arabia and UAE.
MSTS
Malaysia Safety Training & Competence
Services.
N
NIBD
Net Interest Bearing Debt.
NUTEC
Norwegian Underwater Training Emergency
Centre.
O
OEM
Original equipment manufacturer
OPITO
Offshore Petroleum Industry Training
Organisation. Since 1991 the organisation OPITO has
set the standards for safety training in the oil and gas
industry.
R
Return on assets
Ratio that shows the percentage of
profit a company earns in relation to its overall
resources.
S
Solvency ratio
Ratio used to measure the ability of a
company to meet its long
-term debt.
SDG
Sustainable Development Goals
T
Trade Working Capital (TWC)
Trade receivables plus
inventory less trade payables.
TMS
Training Management Services
UN Global Compact
The UN's social charter for
enterprises, etc.
YOY:
Year-Over-Year
84BidCo RelyOn Nutec A/S | Annual report 202 84BidCo RelyOn Nutec A/S | Annual report 2022
Quarterly report
Q4 2022
Q4 2022 - Consolidated income
statement and consolidated changes in
equity
85
Q4 2022 Consolidated statement of cash
flow
86
85BidCo RelyOn Nutec A/S | Annual report 2022 Quarterly report | Consolidated income statement and statement of comprehensive income
CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
DKKm
Q4 2022 Q4 2021 FY 2022 FY 2021
Revenue 237 179 895 657
Other income 8 9 18 32
Cost of sales (76) (58) (270) (200)
Staff costs (108) (89) (389) (320)
Other external costs (19) (17) (70) (61)
Operating result before depreciation, amortisation, impairment
losses and special items (EBITDA)
42 24 184 108
Depreciation and impairment losses on property, plant and equipment (18) (16) (69) (63)
Operating result before amortisation and special items (EBITA) 24 8 115 45
Amortisation of intangible assets (6) (5) (23) (22)
Operating result before special items 18 3 92 23
Special items (2) (2) (12) (5)
Operating result (EBIT) 16 1 80 18
Financial income 3 4 - 6
Financial expenses (32) (22) (85) (72)
Profit before tax (13) (17) (5) (48)
Tax for the period 10 (3) (6) (10)
Result for the period (3) (20) (11) (58)
Result for the period is attributable to:
Owners of the parent company (5) (21) (13) (58)
Non-controlling interests 2 1 2 -
Total (3) (20) (11) (58)
DKKm
Q4 2022 Q4 2021 FY 2022 FY 2021
Result for the period (3) (20) (11) (58)
Other comprehensive income:
Tax on other comprehensive income
1 - 1 -
Exchange rate adjustments of foreign entities and intercompany loans
classified as part of net investment
(23) 9 10 25
Total comprehensive income for the period (25) (11) - (33)
Total comprehensive income for the period is attributable to:
Owners of the parent company (25) (11) (2) (33)
Non-controlling interests - - 2 -
Total (25) (11) - (33)
86BidCo RelyOn Nutec A/S | Annual report 2022 Quarterly report | Statement of consolidated cash flow
STATEMENT OF CONSOLIDATED CASH FLOW
DKKm Notes
Q4 2022 Q4 2021 FY 2022 FY 2021
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 42 24 184 108
Special items paid (4) (4) (17) (9)
Change in net working capital (2) 22 (48) 21
Income taxes paid (10) (5) (20) (12)
Cash flow from operating activities 26 37 99 108
Investment in intangible assets (5) (7) (23) (21)
Investment in property, plant and equipment (21) (6) (39) (21)
Purchase of subsidiaries, net of cash - (1) - (2)
Cash flow from investing activities (26) (14) (62) (44)
Free cash flow - 23 37 64
Interest expenses etc. paid (19) (19) (66) (59)
Proceeds from borrowing 41 - 120 -
Installments on lease liabilities (8) (8) (35) (32)
Transactions with non-controlling interests, including settlements of contingent considerations (11) - (43) -
Change in other financing activities (3) (1) (8) (2)
Cash flow from financing activities - (28) (32) (93)
Net cash flow for the period - (5) 5 (29)
Cash and cash equivalents at the beginning of the period 50 48 43 70
Exchange rate adjustments - - 2 2
Net cash flow for the period - (5) 5 (29)
Cash and cash equivalents at the end of the period 50 43 50 43
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