BidCo RelyOn Nutec A/S
Kalvebod Brygge 45, 3rd floor
1560 Copenhagen V
Company reg. no 39 46 78 36
Chairman of the General Meeting
ANNUAL REPORT
2023
2BidCo RelyOn Nutec A/S | Annual report 2023
Your global partner for safety-critical industries
We support you saving lives and protecting the environment
3BidCo RelyOn Nutec A/S | Annual report 2023
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 2023
6
2023 at a glance
7
2023 Digital performance
8
Strategy and outlook
9
Our business
Our business and industries
13
Our solutions
15
Governance and risk
Corporate governance
24
Executive Management and 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
81
Definitions
82
4BidCo RelyOn Nutec A/S | Annual report 202 4BidCo RelyOn Nutec A/S | Annual report 2023
INTRODUCTION
Letter from the CEO
5
Performance highlights 2023
6
2023 at a glance
7
2023 Digital performance 8
Strategy and outlook
9
5BidCo RelyOn Nutec A/S | Annual report 2023
LETTER FROM THE CEO
Introduction | Letter from the CEO
Electrical
With last year’s initial investment in the Australian-based electrical training and electrical
engineering consultancy business, Thomson Bridge, we took the first step in building a
global electrical training capability to further complement our energy transition efforts.
During 2023, we have built a comprehensive digital adaptive HV/LV learning library and
conceptualized the facility layout for electrical training services. We will roll out these
services to select facilities in our global footprint, and we expect to be fully operational in
the UK, Netherlands and Scandinavia shortly. In March 2024, we acquired the
remaining shares in Thomson Bridge.
Leadership training growth and global expansion
Our leadership services continue to show incredibly growth, demonstrating how
conceptualised high-risk industry leadership training delivered by experienced former
military leaders can bring safety and productivity improvements to almost any
organisation. In 2023 the revenue from Leadership services grew 121%. Our leadership
business, CAVU, is anchored in the US and during 2023, we rolled out these services
into our European footprint and established a hub in our offices in Kuala Lumpur,
Malaysia to service the markets in Asia and Australia. We also introduced the Human
Performance Instructor course modelled upon the renowned US Navy's Top Gun
program. We acquired an additional 25% shares in CAVU reflecting our confidence in
its long-term potential.
Digital transformation continuing at full speed
Digitalisation and digital-enabled competence build are of key strategic importance to
us. Therefore, we are rapidly creating an ecosystem of applications, learning tools and
AI-enabled digital learning content. The recent launch of the “RelyOn Learner App” has
already garnered significant market acclaim, supplementing the Business Portal we
launched last year. With an even more powerful disruptive digital platform, featuring
cutting-edge data-driven adaptive learning technology and robust delivery mechanisms,
we are primed to support our customers with a unique and unrivalled digital customer
experience.
Accelerated investments and continued growth
In 2023, we invested DKKm 73 in expanding our global platform and capabilities, which
is the highest in company history. These investments include further development of our
digital platforms and learning portfolio, as well as footprint expansion with new facilities
in Georgetown, Guyana; Tampico, Mexico; and Rio de Janeiro, Brazil alongside
significant investments in expansion of our facility in Macae, Brazil.
I remain thankful for the trust of our customers and the relentless pursue to perfection
by our highly competent employees across the world.
TORBEN
HARRING
Group CEO
“We're committed to
digitalisation and energy
sector transformation as
we target substantial future
growth in renewables,
electrical and leadership”
o Revenue growth of 21% to DKKm 1,086
o EBITDA growth of 40% to DKKm 257
o Renewables and electrical revenue growth of 61%
o Leadership revenue growth of 121%
o Digital learning and platform sales growth of 41%
In 2023, we delivered strong financial performance and achieved all our overarching
transformational goals. During the year, we saw solid revenue growth of 21% and
delivered a healthy margin uplift, which allowed us to upgrade the full year EBITDA
guidance three times and reach a record high EBITDA of DKKm 257.
Our strategic transformation areas all demonstrated robust double-digit growth rates,
providing a strong foundation for continued progress as we navigate the evolving
landscape of the global energy transition and remain steadfast in our dedication to
serving these global industry dynamics.
We continue servicing the global energy transition broadly, and with our platform, we
are able to service any part of the energy sector. By diversifying our portfolio and
expanding our reach, we are better equipped to adapt to changing market dynamics
and capitalize on emerging opportunities.
We have transitioned RelyOn from a fragmented franchise model to a scalable and
impactful edtech platform. We are far in the transformation and have already bolted on
several digital, electrical and leadership services to build an unrivalled edtech platform
business. In line with our commitment to strategic growth, we have made significant
strides in key areas, particularly in renewables, electrical, and leadership,
complemented by our digital solutions across all verticals.
Our dedication remains clear: safeguarding lives, assets, and the environment. It's not
just what we do; it's ingrained in our DNA, driving every aspect of our work.
Renewables
Despite short-term challenges for the renewable energy supply chain, we delivered 26%
growth in our renewable activities. We bolstered our market-leading position by
extending our presence to the Baltic Sea and along the east coast of the United States.
These expansions not only strengthen our foothold in key regions, but also position us
to capitalize on the substantial growth projected in these markets in the years to come.
In June, we announced the acquisition of GoRopes in Gdansk, Poland. We expect to
see significant offshore wind investments in the Baltic Sea area and have already
kicked off further investments to support the renewable growth in the area.
6BidCo RelyOn Nutec A/S | Annual report 2023
“We delivered a record high EBITDA with
a YoY improvement of 40% and a margin
uplift from 21% to 24%.“
HIGHLIGHTS 2023
Torben Harring, CEO
YoY growth
Introduction | Highlights 2023
257(24%)
EBITDA (DKKm, margin)
Up from DKKm 184 (21%)
40%
143
Renewable and electrical
revenue (DKKm)
Up from DKKm 89
61%
1,086
Revenue (DKKm)
Up from DKKm 895
21%
65
Digital learning and platform
revenue (DKKm)
Up from DKKm 47
41%
185
EBITA (DKKm)
Up from DKKm 115
61%
64
Leadership
revenue (DKKm)
Up from DKKm 29
121%
PERFORMING
TRANSFORMING
7BidCo RelyOn Nutec A/S | Annual report 2023
2023 at a glance
Introduction | 2023 at a glance
REVENUE EBITA
CASH FLOW FROM
OPERATING ACTIVTIES
657
895
2021 2022 2023
1,086
108
184
257
2021 2022 2023
2021 2022 2023
INVESTMENTS
115
185
2021 2022 2023
108
171
2021 2022 2023
EBITDA
INDUSTRIES*
OTHER
MARITIME
RENEWABLES
64%
2021
64%
2022
60%
2023
420
572
653
15%
2021
19%
2022
21%
2023
98
174
224
10%
2021
10%
2022
10%
2023
68
85
108
11%
2021
7%
2022
6%
2023
71
60
66
2021
0%
2022
3%
2023
4
35
GEOGRAPHIES LEADERSHIP REVENUE
DIGITAL LEARNING AND PLATFORM REVENUE
59%
2021
50%
2022
45%
2023
386
451
489
4%
2021
4%
2022
4%
2023
28
33
41
26%
2021
34%
2022
38%
2023
174
305
414
11%
2021
12%
2022
13%
2023
69
106
142
EUROPE
AMERICAS
ASIA PACIFIC
MIDDLE EAST
5
2021 2022 2023
2021 2022 2023
ELECTRICAL
OIL AND GAS
In mDKK and share of total revenue
*Ordered by 2023 YOY growth (highest to lowest)
8BidCo RelyOn Nutec A/S | Annual report 2023
DIGITAL & BLENDED LEARNING REVENUE
(DKKm)
2023 Digital performance
Introduction | 2023 Digital performance
12
23
68
125
146
2019 2020 2021 2022 2023
CAGR ‘19-’23: 87%
DIGITAL ANNUAL RECURRING REVENUE
(DKKm)
12
22
31
2019 2020 2021 2022 2023
Not applicable Not applicable
CAGR ‘21-’23: 61%
DIGITAL LEARNING COMPLETIONS
(Thousands LTM)
9
8
66
97
111
2019 2020 2021 2022 2023
CAGR ‘19-’23: 87%
APPLICATION USERS
(Thousands)
18
42
107
157
195
2019 2020 2021 2022 2023
CAGR ‘19-’23: 81%
9BidCo RelyOn Nutec A/S | Annual report 2023
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.
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 as well as the energy transition
The ambition is a revenue of DKKb 1.9 with an EBITDA margin of 29% in 2028.
Full speed rollout of digital services across industries
A key element in our strategy is to drive digital and blended learning across
industry verticals. 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 CAVU International, we 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 high and low voltage electrical skills and safety training as well
as consultancy services to support customers across industry verticals
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.
In 2023, we have opened new facilities in Mexico, Guyana and Brazil, where we
project high growth rates and supportive oil and gas demand going forward.
We will:
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 CO
2
footprint from the oil and gas production.
STRATEGY AND OUTLOOK
Introduction | Strategy and outlook
Delivering on expectations for 2023
As a result of strong performance, we upgraded our FY guidance three times
during 2023 also exceeding our latest FY EBITDA guidance.
2024 outlook
The outlook for 2024 assumes unchanged macro environment and continued
healthy business climate in the oil and gas sector with normalisation of the
business climate in the renewable energy sector. The outlook should be read in
conjunction with the risk factors on page 27.
DKKm
2023
Realised
2024
Outlook
Revenue
1,086
Approx
. 1,200
EBITDA
257
Approx
. 275
DKKm
2023
Outlook
(Mar ’23)
2023
Outlook
(Apr ’23)
2023
Outlook
(Aug ’23)
2023
Outlook
(Nov ’23)
2023
Realised
Revenue
Approx.
1,000
1,000
-
1,050
-
Approx.
1,050
1,075
-
1,100
-
1,086
EBITDA
Approx.
210
210
-
230
-
Approx.
240
245
-
250
-
257
10BidCo RelyOn Nutec A/S | Annual report 2023
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
11BidCo RelyOn Nutec A/S | Annual report 202 11BidCo RelyOn Nutec A/S | Annual report 2023
OUR BUSINESS
Our business and industries
13
Our solutions
15
BidCo RelyOn Nutec A/S | Annual report 2023 12
+20 Countries
34 Training facilities
+300k 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
Dammam
Jakarta
Melbourne
Georgetown
Virginia Beach
Tampico
Teesside
Aberdeen
Kristiansand
Oslo
Stavanger
Trondheim
Bergen
Esbjerg
Bremerhaven
Amsterdam
Maasvlakte
Ostend
Liverpool
Copenhagen
Gdansk
13BidCo RelyOn Nutec A/S | Annual report 2023 Our business | Our business and industries
THE INDUSTRIES WE SERVE
OUR BUSINESS AND
INDUSTRIES
We are a global business delivering safety and competence
services across the world, helping our customers protect
their people, assets and the environment.
With headquarters in Copenhagen and a global footprint,
we have a deep history in delivering compliance and
competence services going back over 50 years. Since our
beginning, we have been leading the industry and through
the intelligent application of leading-edge technology, we
have developed into the preferred end-to-end partner for
our customers developing and maintaining a safe
workplace while protecting the environment.
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 customers 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 services 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
14BidCo RelyOn Nutec A/S | Annual report 2023 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. However, the recent energy crisis has led many
workers to continue 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 this late 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 more than 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 from 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.
In 2022, we 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 energy 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.
Currently, OEMs are struggling to recruit enough skilled
employees, as the pay for technicians is often not high
enough to provide a sufficient reason to transition from other
industries. Therefore, training younger age groups who are at
the beginning 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 2023 15
TRAINING
34 training centres in 20+ countries
MANAGED SERVICES
Managing training admin process and support services
DIGITAL LEARNING
Learning anywhere and at anytime
CONSULTANCY
Safety and leadership subject-matter expertise
APPLICATIONS
Competence & compliance mgmt and control of work
SIMULATION
Technology to closely mimic real-world scenarios
OUR SOLUTIONS
Holistic suite of products and services to keep workers safe
A globally connected digi-physical safety and competence house serving customers in safety-critical industries
Our business | Our solutions
16BidCo RelyOn Nutec A/S | Annual report 2023
TRAINING
34 training centres in 20+ 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 300,000 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 2,000 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
17BidCo RelyOn Nutec A/S | Annual report 2023
RECENT TRANSFORMATIVE ACQUISITION
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 who 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.
18BidCo RelyOn Nutec A/S | Annual report 2023
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. 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 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 learners 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 various 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 learners 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
19BidCo RelyOn Nutec A/S | Annual report 2023
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 his/her 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
20BidCo RelyOn Nutec A/S | Annual report 2023
MANAGED SERVICES
Managing training admin process and support services
Managed services customers have access to our world-
leading training and digital learning offering. With multiple
facilities in 20+ countries, and more than 300,000 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 customers 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 helps 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
21BidCo RelyOn Nutec A/S | Annual report 2023
APPLICATIONS
Competence & compliance mgmt and control of work
Our applications are tailored towards safety-critical
industries. They work independently; and by combining
more synergies are achieved in an unrivalled ecosystem of
applications. Our applications consist of:
o Rider
o Rhapsode
o Worksafe
®
o Business Portal
Rider
Rider is our employee performance management
application but also the application that supports our
managed services 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 systems allow real-time tracking verifying procedures
have been read and acknowledges they were understood.
Rhapsode
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 CURATOR
Area9 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.
RhapsodeLEARNER
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 to the learner that are important
to address.
RhapsodeEDUCATOR
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 learners’ performance, not
only whether questions are right or 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) 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 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
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
22BidCo RelyOn Nutec A/S | Annual report 2023
SIMULATION
Technology to closely mimic real-world scenarios
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 in-house technology
towards our customers’ operational requirements,
equipping our global training centres with industry-leading
simulation technology that helps them support our
international customers locally. Our simulators increase
the scope, complexity and value of the training that our
centres can undertake.
By utilising our simulators, customers 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 customers’ 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 customers 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 completely
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 monitor 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 the safety-critical industries that we
serve.
With our simulation solutions and highly experienced
operators, customers can simulate and optimise complex
and dangerous operations, improving safety and
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 our network of global training centres, customers
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, customers 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
23BidCo RelyOn Nutec A/S | Annual report 202 23BidCo RelyOn Nutec A/S | Annual report 2023
GOVERNANCE
AND RISK
Corporate governance
24
Executive Management and Board of
Directors
25
Risk management
26
Sustainability
28
24BidCo RelyOn Nutec A/S | Annual report 2023 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 a 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
Corporate Functions
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 2023 is available on the corporate
website at: https://relyonnutec.com/media/aczp1dj3/corporate_governance_report_2023.pdf. For further information of the recommendations, please refer to www.aktivejere.dk.
CORPORATE GOVERNANCE
Market
Central EuropeAsia Brazil Canada
United Kingdom ScandinaviaMiddle East
US, Mexico
Carribbean
IT
Legal, compliance
and HSEQ
Finance Commercial
Portfolio
Technical and
simulation
Digital services Electrical Leadership
25BidCo RelyOn Nutec A/S | Annual report 2023
BOARD OF DIRECTORS
Governance and risk | Executive Management and Board of Directors
TORBEN
HARRING
JAKOB BO
THOMASEN
MERETE
SØBY
JESPER TEDDY
LOK
HENRIK
BONNERUP
JAN
DAMSGAARD
Group CEO Chairman
Board member Board member Board member Board member
Male – Danish Male – Danish Female – Danish Male – Danish Male – Danish Male – Danish
Since 2017 Board member since 2018 Board member since 2021 Board member since 2018 Board member since 2018 Board member since 2019
Executive MBA, MSc 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: Falck, DONG
Energy (Now Ørsted), DLG
Group, Rockwool and FMC
Corporation (Cheminova)
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
BOARD POSITIONS:
Subsidiaries of RelyOn Nutec Group
OTHER DIRECTORSHIPS:
DHI A/S (Chair)
ESVAGT A/S (Chair)
Hovedstadens Letbane I/S (Chair)
Arcadia eFuels ApS*
orrön Energy*
OTHER DIRECTORSHIPS:
DHI A/S (Deputy Chair)
AX VI INV8 Holding II ApS*
Blue Water Property A/S*
NTI Group ApS*
RISMA SYSTEMS A/S*
OTHER DIRECTORSHIPS:
Dagrofa ApS (Chair)
Evos (Chair)
GERTSEN & OLUFSEN (Chair)
Inchcape Shipping Services (Chair)
VESTERGAARD COMPANY A/S (Chair)
Pisiffik A/S*
SILVERSTREAM Technologies*
OTHER DIRECTORSHIPS:
LINK LOGISTICS (HOLDING A/S & A/S)*
Sinful Holdco A/S*
Other Polaris related entities*
OTHER DIRECTORSHIPS:
PayProff A/S*
* Ordinary board member
EXECUTIVE
MANAGEMENT
26BidCo RelyOn Nutec A/S | Annual report 2023 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 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 2023 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 2023
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 (please cf. pages 13-14) and based on compliance
with applicable anti-corruption laws and regulations,
integrity, and high ethical standards. Anti-corruption and
bribery are considered business risks due to the
geographies we operate in. 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
CO
2
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 2023, 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 both publish a Communication
on Progress (CoP) report every year and report ESG data
to Global Compact. The report describes our work to
systematically act responsibly in relation to the three
bottom lines: social, environmental and economic
sustainability.
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. We are performing 2 new impact assessment
(IA) per year on the Human-, Environmental- and
Economic Rights.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 greatest impact.
Key focus areas and contributions
RelyOn Nutec works actively to support UN’s 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 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.
Reporting on Data Ethics cf. section 99d of the Danish
Financial Statement Act
The responsible use of data is a critical enabler for RelyOn
Nutec’s business. It is vital to manage the use of customers’ and
employees’ data in an ethical, responsible and transparent
manner to avoid abuse and privacy infringement issues.
A policy on data ethics (https://relyonnutec.com/legal-
documents/data-ethics-policy/) supporting our Code of Conduct
with accompanying governance measures is implemented in
accordance with regulatory requirements. This policy describes
how data ethics is considered and included in the use of data in
RelyOn Nutec, stipulating specific principles to ensure that data
is processed in an ethical, responsible and transparent manner
within RelyOn Nutec.
29BidCo RelyOn Nutec A/S | Annual report 2023 Governance and risk | Sustainability
FOCUS AMBITIONS TARGETS PROGRESS IN 2023 AMBITION IN 2024
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 2023, we managed to perform two IAs in the US and in the UK and have now performed a total of 20 IAs, including annual
reassessments in 8 countries.
In 2023, we prepared an internal presentation to communicate the efforts internally. We do not think it had the desired impac
t.
To meet
the desired impact, we are joining a program in UNGP to get inspiration to include the whole organization and also to communi
cat
e our
efforts externally.
o
Perform two new impact analyses (IA)
o
Reassess the former impact assessments
o
Increased communication efforts internally
and externally
o
Join the Business and Human Rights
Accelerator program
Diversity
and
inclusion
At RelyOn Nutec, we want to ensure all
employees have an equal voice in the
workplace, including through adequate
grievance mechanisms and employee
satisfaction feedback systems and
processes.
RelyOn Nutec embraces diversity and we
have a zero tolerance for any forms of
discrimination and harassment. We consider
diversity in nationalities, cultures, gender and
backgrounds as a strength allowing us to
achieve
our vision and tailor our services to the needs
and requirements of our clients and partners.
o
Targets for females in the organisation
are:
o Employees, board, management:
40% in 2026
o The gender equality performance to be at
“achiever level” by 2026
o
Equal pay screening
In 2023, we increased our share of females in the organization; the share of females are 36%. The share of females in board h
as
remained unchanged since 2021. There was no change in the board during 2023 and therefore no change in the gender composition
and no specific actions in 2023.
The share of females in Group Management has decreased this year as well. One of the reasons for
the decrease are that we have re
-
defined Management to be the Global Management group that consist of seventeen persons of which
tree are females (18 %) and fourteen are males (72%).
The gender composition of employees, management, board and split into
continents is shown on the next page. In 2024, we will continue our efforts in this area, to ensure that we advance in ensuri
ng
a gender
balance in all areas and meet our 2026 targets.
We perform a gender gap analysis each year through the facilitated use of the "Women Empowerment Principles" (WEP) Gap Analysis
Tool. Our gender gap analysis in 2023 was at "Improver level" and our score was 50% compared to the score in 2022 on 39%. We
raised the score by following the tailor
-made plan from the WEP tool.
In 2023, we prepared and implemented a “Recruitment policy
– Diversity, Equity and Inclusion” for both management and other
employees to establish a recruitment process that is free from discrimination, promotes gender diversity, and provides equal
opportunities for all individuals.
As part of our IA, we perform an adjusted gender pay gap analysis. In one
– out of eight – screened countries, we found a gender pay
gap in favour of the males.
Our unadjusted gender pay gap in 2023 is 7% compared to 12% in 2022.
o
Measure the gender equality balance
through the WEP tool
o
Screening for gender-neutral language to
be implemented globally
o
Equal pay screening
o
Further diversity and inclusion focus and
training
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 LTIF for both employees and delegates: 0
o
Target 0 fatalities and 0 major incidents.
We have had a significant fall in LTIs and RWCs in 2023. We are continuously focusing on safety behaviour/culture and expect
tha
t the
continuous focus had reduced the number of case.
We have implemented monthly HSEQ meetings to address incidents and learning opportunities. We are implementing the learnings
across all our facilities.
We have been pro
-active and focused on preventing incidents by further analysing the near misses and unsafe acts/conditions.
We have implemented that all centres are obligated to perform quarterly emergency drills, incl. “medical cases” to make sure
all
employees are fit to handle any emergency.
Each month, the Global HSEQ Manager assesses all the reported cases to look for trends and consistency in the reporting. If t
her
e are
trends or cases of “global” interest, they will be shared globally. If the report seems to be inconsistent or of “global inte
rest”, the
global HSEQ Manager will have a discussion with the local HSEQ Manager to elaborate/sort it out.
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
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
Employee initiated turnover < 8%
o
Roll out employee engagement survey
annually
o
Implement the actions from the global
employee engagement survey in 2023
o
Increase employee satisfaction score
We analysed the employee engagement survey findings and created actions to be implemented locally. All countries have address
ed
the findings at staff meetings for all to be included in the prioritisation of actions.
The overall result from the engagement survey in 2023 is a significant improvement from 68 to 74 who would recommend the comp
any
as being a Great Place to Work compared to 2022
.
The employee
-initiated turnover has increased and most likely due to COVID-19. We aim for an acceptable level balancing new talent
and maintaining knowledge in the organization.
o
Implement the actions from the global
employee engagement survey in 2023
o
Roll out employee engagement survey
o
Employee initiated turnover < 8
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 CO
2
emission by 25% by 2026
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.
We embedded ESG reporting in our reporting systems and quarterly review process.
In 2023, we expanded our scope 3 to include scope 3.7 (commuting to work) in all entities.
We participated in a Climate Ambition Accelerator program to better understand and decrease our emissions. On top of that, th
e
program enabled us to prepare more accurate reports and calculations.
o Continue investigating and optimising where
possible
o
Consider to further expand our scope 3
reporting to include further categories
Regulatory
compliance
With a large geographical spread where
business practices vary significantly, it is very
important for RelyOn Nutec to substantially
increase the global compliance with
applicable laws and regulations in the
conduct of our business is a general principle
and part of the fundamental values to
RelyOn Nutec.
o
All employees to be enrolled into e-
learning on compliance related subjects
annually
o
Continuous screening and follow-up on
trade sanctions
Significant focus on trade restrictions to ensure compliance with the increased restrictions and fast
-changing restrictions, and we
performed trade restriction screening of 100% of all corporate customers.
We will continue trade sanction screening of all corporate
customers,
Adaptive learning on cyber security has been rolled out in 2023. 88% of all employees finalised the course, however, the 12%
who did
not complete, were due to language barriers. To mitigate that we have translated the course into Brazilian Portuguese for the
12% to
complete the course in 2024.
o
Continued focus on trade sanctions policy
sreening, and procedure
o
Roll out compliance related adaptive
learning to all employees once a year
BidCo RelyOn Nutec A/S | Annual report 2023 30
2023 Sustainability
CO2e EMISSION
EMPLOYEE INITIATED
TURNOVER
SAFETY
BOARD OF
DIRECTORS*
GROUP
MANAGEMENT**
AMERICAS EUROPE ASIA PACIFIC
MIDDLE
EAST
GENDER DIVERSITY
Targets for females in the organisation by 2026 are; Employees: 40%; Group Management: 40%; Board: 40%. Reference to ‘Diversity and Inclusion’ on page 29
for further elaboration on gender diversity as per the requirements of section 99b of the Danish Financial Statements Act.
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
Cyber Security
Awareness
88%
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. Percentage indicate
share of workforce
1.1
1.2
2.7
1.8
0.6
0.5
0.4
1.0
0.3
2019 2020 2021 2022 2023
0.0
6.4
4.6
4.4
3.3
3.3
3.5
2.2
1.7
2019 2020 2021 2022 2023
9.7
8.1
6.6
5.0
Scope 2 Scope 1
Not
applicable
80%
80%
80%
20%
20%
20%
0%
100%
2019
0%
100%
2020 2021 2022 2023
Female
Male
80%
83%
71%
75%
82%
20%
17%
29%
25%
18%
2019 2020 2021 2022 2023
66%
68%
65%
66%
64%
34%
32%
35%
34%
36%
2019 2020 2021 2022 2023
63%
63%
60%
64%
64%
37%
37%
40%
36%
36%
2019 2020 2021 2022 2023
73%
74%
69%
69%
68%
27%
26%
31%
31%
32%
2019 2020 2021 2022 2023
56%
58%
60%
57%
54%
44%
42%
40%
43%
46%
2019 2020 2021 2022 2023
15%
85%
2019
27%
73%
2020
22%
78%
2021
19%
81%
2022
22%
78%
2023
EMPLOYEE LTIF* DELEGATE LTIF
Number of adaptive learning course completions out of the total number of employees
Number of male/female employees of total employee (FTE)
10%
112
2019
81
8%
2020
42
4%
2021
49
5%
2022
136
11%
2023
5,296 5,9115,233 5,419
*Consists of 5 individuals; ** Consists of 17 individuals
31BidCo RelyOn Nutec A/S | Annual report 202 31BidCo RelyOn Nutec A/S | Annual report 2023
Financial review
Key figures and ratios
32
Financial review
33
32BidCo RelyOn Nutec A/S | Annual report 2023 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.
Comparative figures and key figures in the income
statements for 2019 and 2020 have been adjusted for
discontinued operations.
DKKm
2023 2022 2021 2020 2019
Consolidated income statement
Revenue 1,086 895 657 535 819
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 257 184 108 28 146
Operating result before amortisation and special items (EBITA) 185 115 45 (47) 70
Operating result (EBIT) 152 80 18 (82) 23
Net financials (113) (85) (66) (75) (52)
Result before tax 39 (5) (48) (157) (29)
Result for the period of continuing operations 22 (11) (58) (159) (51)
Result for the period 22 (11) (58) (175) (49)
Consolidated statement of financial position
Total assets 1,231 1,165 1,118 1,084 1,324
Property, plant and equipment 287 274 263 280 342
Total equity 65 66 61 85 316
Total equity incl. convertible shareholder loan 175 166 96 116 316
Trade working capital 73 43 3 8 88
Net interest-bearing debt (NIBD) 817 749 723 705 666
Net interest-bearing debt (NIBD) excl. convertible shareholder loan 707 649 688 674 666
Consolidated statement of cash flows
Cash flow from operating activities 171 99 108 68 102
Cash flow from investing activities (76) (62) (44) (34) (123)
Hereof investments in property, plant and equipment (48) (39) (21) (32) (47)
Free cash flow 95 37 64 34 (21)
Cash flow from financing activities (76) (32) (93) (38) (18)
Net cash flow for the period 19 5 (29) (4) (39)
Employees
Average number of employees (LTM) 1,010 868 790 784 910
Average number of employees in Denmark (LTM) 66 63 58 54 57
Key ratios
EBITDA (%) 24% 21% 16% 5% 18%
EBITA (%) 17% 13% 7% -9% 9%
EBIT (%) 14% 9% 3% -15% 3%
Solvency ratio incl. convertible shareholder loan 14% 14% 9% 11% 24%
NIBD/EBITDA 3.2 4.1 6.7 n.m. 4.6
NIBD excl. convertible shareholder loan/EBITDA 2.8 3.5 6.4 n.m. 4.6
Trade working capital ratio (%) 7% 5% 0.4% 1.5% 10%
Cash conversion ratio (%) 72% 63% 108% 318% 91%
33BidCo RelyOn Nutec A/S | Annual report 2023
FINANCIAL REVIEW
Financial review | Financial review
Revenue
Revenue for 2023 was DKKm 1,086, which was DKKm
191 (21%) above 2022. The revenue improvement was
realised across all our regions and industries.
The roll-out of our electrical and leadership services is
getting real traction also outside of their core markets in
Australia and the US, respectively. The electrical roll-out is
focusing on the European markets where we foresee a
true proof of concept in 2024. Our leadership services
(CAVU) are getting traction on an international scale. The
leadership revenue reached DKKm 64 and was up 121%
compared to last year.
Our renewables services continue to deliver solid growth
and with the latest addition in Poland (GoRopes), we are
covering both the North Sea and Baltic Sea with our wind
and renewables services. In 2023, revenue from
renewables landed at DKKm 108 which is a growth of 27%
compared to last year. Including the revenue from
electrical services, revenue related to the renewable
energy market realized a growth of 61% compared to
2022.
The digital journey continues, and we are focusing on
building an ecosystem of applications, learning tools and
services to build digital handshakes with our customers. In
2023, our business portal has proven a solid platform
enabling us to upsell and cross sell courses and services.
The 2023 revenue from digital learning, applications and
simulations reached DKKm 65 – an uplift of 41%
compared to last year. Combined digital and blended
revenue grew by 17% to DKKm 146 compared to DKKm
125 in 2022.
EBITDA
EBITDA before special items ended at DKKm 257 which is
an increase of DKKm 73 or 40% compared to 2022. The
improvement was driven by increased activity levels as
outlined above. The EBITDA margin landed at 24%
compared to 21% in 2022.
EBITA
EBITA before special items ended at DKKm 185
compared to DKKm 115 in 2022 which is an increase of
more than 60%.
EBIT
EBIT was improved by DKKm 72 to DKKm 152 in 2023.
The EBIT margin landed at 14% compared to 9% in 2022.
Financial items, net
Net financial items amounted to DKKm 113 compared to
DKKm 85 in 2022. The increase of DKKm 28 was driven
by increased bond and shareholder loan interest.
Result for the year
The result for 2023 was positive by DKKm 22 which is an
improvement of DKKm 33 compared to 2022.
Trade working capital
Trade working capital came in at DKKm 73 (7% of
revenue) compared to DKKm 43 (5% of revenue) at the
end of December 2022. The increase was driven by
additional cash tied up in working capital following the
activity uplift.
Free cash flow
Free cash flow for 2023 was positive by DKKm 95 which is
an improvement of DKKm 58 compared to 2022 driven by
the uplift in the EBITDA; partly offset by and increased
investment level as outlined below.
The cash conversion improved from 63% to 72% in 2023.
CAPEX amounted to DKKm 73 compared to DKKm 62 in
2022. The increase was driven by expansion and upgrade
of our training centres in Brazil. In June, we took over a
training facility in Rio de Janeiro which we are
currently upgrading to start delivering our services from
2024.
In 2023, DKKm 53 (DKKm 44) was considered expansion
and growth CAPEX while the remaining DKKm 20 (DKKm
18) was maintenance CAPEX.
In May 2023, we officially opened a new training facility in
Tampico, Mexico, celebrating our first 10 years of service
in the country by expanding both geography and service
lines to support the growing demand from a Mexican
energy sector that continues to see accidents. The
addition of the new Altamira facility complements the
existing RelyOn Nutec site in Ciudad del Carmen.
Acquisition of entities
During 2023, we announced the expansion into Poland
through an acquisition of GoRopes, Gdansk, specialized in
training for the wind energy sector. This marks our first
step into Poland and the entry into the Baltic Sea area.
For further information, please cf. note 6.1 to the
consolidated financial statements.
Acquisition of minorities
During 2023, we executed the acquisition of the remaining
shares in CTS, Liverpool, allowing us to fully integrate
them into our UK backbone. Likewise, we executed
the acquisition of additional 25 percent shares in CAVU
International. The transactions are included in the
financing activities in the cash flow statement.
Equity
Equity as of 31 December 2023 amounted to DKKm
65 (DKKm 66). Including the convertible shareholder loan,
the equity was DKKm 175 at the end of December 2023
realizing a solvency ratio of 14%.
Net interest-bearing debt (NIBD)
NIBD was DKKm 817 compared to DKKm 749 at the end
of December 2022. Excluding convertible shareholder
loans, NIBD was DKKm 707 at the end of December 2023.
NIBD excluding convertible shareholder loan/EBITDA was
2.8 at the end of December 2023 compared to 3.5 at the
end of December 2022.
Capital resources
As previously communicated, the refinancing of our bond
and RCF facilities was initiated in April. In May, the
refinancing was successfully concluded by placement of
an EURm 80 senior secured sustainability-linked bond,
with a total framework of EURm 125. The bond terms
allowed a DKKm 100 RCF facility.
For further information, please cf. note 5.3 to the
consolidated financial statements.
34BidCo RelyOn Nutec A/S | Annual report 202 34BidCo RelyOn Nutec A/S | Annual report 2023
Consolidated financial
statements 2023
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 2023 Consolidated financial statements | Income statement and statement of comprehensive income
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
DKKm Notes
2023 2022
Revenue 2.1 1,086 895
Other income 2.2 14 18
Cost of sales (319) (270)
Staff costs 2.3 & 2.4 (446) (389)
Other external costs (78) (70)
Operating result before depreciation, amortisation, impairment
losses and special items (EBITDA)
257 184
Depreciation and impairment losses on property, plant and equipment 2.5 (72) (69)
Operating result before amortisation and special items (EBITA) 185 115
Amortisation of intangible assets 2.5 (27) (23)
Operating result before special items 158 92
Special items 2.6 (6) (12)
Operating result (EBIT) 152 80
Financial income 2.7 2 -
Financial expenses 2.8 (115) (85)
Profit before tax 39 (5)
Tax for the period 2.9 (17) (6)
Result for the period 22 (11)
Result for the period is attributable to:
Owners of the parent company 17 (13)
Non-controlling interests 5 2
Total 22 (11)
DKKm Notes
2023 2022
Result for the period 22 (11)
Other comprehensive income:
Tax on other comprehensive income - 1
Exchange rate adjustments of foreign entities and intercompany loans
classified as part of net investment
(16) 10
Recycling of exchange rate adjustments of foreign entities following
liquidation
2 -
Total comprehensive income for the period 8 -
Total comprehensive income for the period is attributable to:
Owners of the parent company 1 (2)
Non-controlling interests 7 2
Total 8 -
36BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Statement of financial position
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 31 December
DKKm Notes
2023 2022
Goodwill 3.1 253 252
Brands 3.1 52 55
Customer contracts 3.1 32 40
Knowhow 3.1 15 17
Software 3.1 41 38
Other intangible assets 3.1 33 27
Total intangible assets 426 429
Property and plant 3.2 132 136
Equipment 3.2 92 88
Leasehold improvements 3.2 29 33
Assets under construction 3.2 34 17
Total property, plant and equipment 287 274
Right-of-use assets 3.3 117 134
Deferred tax assets 3.4 81 63
Other non-current assets 14 15
Total non-current assets 925 915
Trade receivables 3.5 155 135
Contract assets 3.5 28 19
Prepayments 33 25
Other current assets 23 21
Cash and cash equivalents 4.4 67 50
Total current assets 306 250
Total assets 1,231 1,165
31 December 31 December
DKKm Notes
2023 2022
Share capital 3.6 2 2
Foreign currency translation reserve (25) (9)
Retained earnings 69 48
Total equity attributable to owners of the parent company 46 41
Non-controlling interests 19 25
Total equity 65 66
Provisions 6.2 23 25
Bond 4.4 590 -
Shareholder loan 4.4 & 6.5 110 100
Lease liabilities 3.3 118 141
Deferred tax liabilities 3.4 13 16
Other non-current liabilities 3.7 25 22
Total non-current liabilities 879 304
Bond 4.4 - 419
Credit facilities 4.4 26 99
Lease liabilities 3.3 40 40
Trade payables 4.4 112 113
Deferred consideration 6.1 3 10
Other current liabilities 3.8 106 114
Total current liabilities 287 795
Total liabilities 1,166 1,099
Total equity and liabilities 1,231 1,165
37BidCo RelyOn Nutec A/S | Annual report 2023 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 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
Equity at 1 January 2023 2 (9) 48 41 25 66
Result for the period - - 17 17 5 22
Other comprehensive income - (16) - (16) 2 (14)
Total comprehensive income for the period - (16) 17 1 7 8
Non-controlling interests on acquisition of subsidiary - - - - 1 1
Acquisition of non-controlling interests - - - - (8) (8)
Dividends - - (2) (2) - (2)
Reclassification - - 6 6 (6) -
Total transactions with shareholders - - 4 4 (13) (9)
Equity at 31 December 2023 2 (25) 69 46 19 65
38BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Statement of cash flows
CONSOLIDATED STATEMENT OF CASH FLOWS
DKKm Notes
2023 2022
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 257 184
Special items paid (14) (17)
Change in net working capital 6.3 (43) (48)
Income taxes paid (29) (20)
Cash flow from operating activities 171 99
Investment in intangible assets 3.1 (25) (23)
Investment in property, plant and equipment 3.2 (48) (39)
Purchase of subsidiaries, net of cash 6.1 (2) -
Investment in financial fixed assets (1) -
Cash flow from investing activities (76) (62)
Free cash flow 95 37
Interest expenses etc. paid, net (90) (66)
Proceeds from borrowing 5.2 608 120
Repayment of borrowing 5.2 (522) -
Installments on lease liabilities 3.3 (42) (35)
Transactions with non-controlling interests, including settlements of contingent considerations (21) (43)
Change in other financing activities (9) (8)
Cash flow from financing activities (76) (32)
Net cash flow for the period 19 5
Cash and cash equivalents at the beginning of the period 50 43
Exchange rate adjustments (2) 2
Net cash flow for the period 19 5
Cash and cash equivalents at the end of the period 67 50
39BidCo RelyOn Nutec A/S | Annual report 2023
Section 1: Basis of preparation
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:
Share capital
56
Note 3.7:
Other non
-current liabilities
56
Note 3.8:
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
Section 1:
Basis of preparation
Note 1.1: Accounting policies 41
Note 1.2: Critical accounting estimates and judgements 42
41BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 1: Basis of preparation
Note 1.1
NOTE 1.1 – ACCOUNTING POLICIES
BidCo RelyOn Nutec A/S is a private limited company
incorporated in Denmark and listed on Börse Frankfurt (Open
Market of Frankfurt Stock Exchange) due to a bond issue.
BidCo RelyOn Nutec A/S was delisted from Oslo Børs
following the refinancing in May 2023.
The consolidated financial statements have been prepared in
accordance with IFRS Accounting Standards as adopted by
the EU and further requirements in the Danish Financial
Statements Act.
The consolidated financial statements have been prepared
under the historical cost convention, except that financial
instruments are measured at fair value. The financial
statements are presented in Danish kroner (DKK), which is
the parent company’s functional currency. The consolidated
financial statements are presented in DKK million.
In general, the accounting policies are described in each of
the specific notes to the consolidated financial statements,
which also include additional description of the most
significant accounting estimates and judgements.
The accounting policies, judgements and estimates are
consistent with those applied in the consolidated financial
statements for 2022.
Leadership revenue of DKKm 29 has been reclassified from
“Oil & Gas” to “Other industries” category in the comparative
figures for 2022. Please refer to note 2.1. in the financial
statements.
Adoption of new and amended standards
The Group applied for the first-time certain standards and
amendments, which are effective for annual periods
beginning on or after 1 January 2023 (unless otherwise
stated). The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not
yet effective.
• Definition of Accounting Estimates (Amendments to IAS
8)
• Disclosure of Accounting Policies (Amendments to IAS 1
and IFRS Practice Statement 2)
• Deferred Tax related to Assets and Liabilities arising from
a Single Transaction (Amendments to IAS 12)
The amendments had no impact on the Group’s consolidated
financial statements.
New accounting regulations
The IASB has issued a number of new standards and
amendments (IAS 1, IAS 21, IFRS 16, IAS 7 and IFRS 7);
some of which are not yet in effect or endorsed by the EU.
RelyOn Nutec expects to implement these standards when
they are endorsed and take effect.
None of the new standards issued are currently expected to
have any significant impact on the consolidated financial
statements when implemented.
Basis of consolidation
The consolidated financial statements include the parent
company, BidCo RelyOn Nutec A/S, and its subsidiaries.
Subsidiaries are entities that are controlled by the Group. The
Group controls an entity when the Group is exposed to, or
has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the
date that control ceases.
On consolidation, investments in subsidiaries, intra-group
income and expenses, intra-group balances and dividends
and realised, and unrealised gains and losses on transactions
between Group entities are eliminated. The line items of the
financial statements of subsidiaries are fully consolidated in
the consolidated financial statements. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests
Non-controlling interests in the results and equity of
subsidiaries are shown separately in the consolidated
statement of profit or loss, statement of comprehensive
income, statement of changes in equity and balance sheet,
respectively.
On initial recognition, non-controlling interests are measured
either at fair value (including the fair value of goodwill related
to non-controlling interests in the acquiree) or as non-
controlling interests’ proportionate share of the acquiree’s
identifiable assets, liabilities and contingent liabilities
measured at fair value (excluding the fair value of goodwill
related to non-controlling interests’ share of the acquiree).
The measurement basis for non-controlling interests is
selected for each individual transaction.
When the Group assumes an obligation from a put option to
acquire shares from a non-controlling interest, a financial
liability is recognised, which is measured at the present value
of the expected redemption amount. Where the significant
risks and rewards of the shares have been transferred to the
Group, no non-controlling interest is recognised, and the
liability related to the put option is treated as a contingent
consideration liability. If risks and rewards related to the put
option have not been transferred to the Group, the non-
controlling interest remains recognised, and a corresponding
entry is made against the Group's share of equity.
Foreign currency translation
Items included in the financial statements of each of the
Group’s entities are measured using the currency of the
primary economic environment in which the entity operates
(‘the functional currency’).
Transactions and balances
On initial recognition, transactions denominated in foreign
currencies are translated into the functional currency at the
exchange rates at the transaction date.
Exchange differences arising between the exchange rate at
the transaction date and the exchange rate at the date of
actual payment are recognised in the income statement
under financial income or financial expenses.
Receivables, payables and other monetary items in foreign
currency are translated into the functional currency at the
exchange rate at the balance sheet date. The difference
between the exchange rate at the balance sheet date and the
exchange rate at the date when the receivable or payable
arose or the exchange rate applied in the most recent
financial statements is recognised in the income statement
under financial income or financial expenses.
On recognition in the consolidated financial statements of
entities with a functional currency other than DKK, income
and expenses for the statement of comprehensive income
are translated at the exchange rates at the transaction date.
Average exchange rates for the month are used as the
exchange rate at the transaction date to the extent that this
does not significantly change the presentation of the
underlying transactions.
Assets and liabilities are translated at the exchange rates at
the closing rate of the balance sheet date. All resulting
exchange differences are recognised in other comprehensive
income and classified in equity in a separate currency
translation reserve.
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.
42BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 1: Basis of preparation
Notes 1.1 and 1.2
NOTE 1.1 – ACCOUNTING POLICIES – Continued
Income statement
Cost of sales
Cost of sales comprises expenses related to course material
and subcontractors.
Other external costs
Other external costs comprise marketing, external
consultancy, facilities, etc.
Balance
Financial liabilities
Financial liabilities primarily comprise of bonds, banks loans,
trade payables, deferred considerations and contingent
consideration liabilities. Financial liabilities, except for
contingent liabilities, are initially recognised at fair value less
transaction costs. In subsequent periods, financial liabilities
are measured at amortised cost.
Contingent consideration liabilities arising from business
combinations are subsequently measured at fair value.
The initial fair value of the liability portion of the shareholder
loan was determined using a market interest rate for an
equivalent non-convertible loan at the issue date. The liability
is subsequently recognised on an amortised cost basis until
extinguished on conversion or maturity of the loan. The
remainder of the proceeds is allocated to the conversion
option and recognised in shareholders’ equity, net of income
tax, and not subsequently remeasured.
Cash flow statement
The cash flow statement shows the Group's cash flows for
the year broken down by operating, investing and financing
activities, change for the year in cash and cash equivalents
as well as the Group's cash and cash equivalents at the
beginning and end of the year.
Cash flows from operating activities are calculated as the
operating profit before depreciation, amortisation, impairment
losses and special items (EBITDA) adjusted for changes in
working capital and non-cash operating items such as
depreciation, amortisation and impairment losses, and
provisions.
Working capital comprises current assets less short-term
debt, excluding items included in cash and cash equivalents.
Cash flows from investing activities comprise cash flows from
acquisitions and disposals of intangible assets, property,
plant and equipment as well as fixed asset investments.
Cash flows from financing activities comprise interest paid
cash flows from the raising and repayment of long-term debt,
including payments related to lease liabilities as well as
payments to and from shareholders and non-controlling
interests.
Cash and cash equivalents comprise cash at bank and in
hand.
Key figures
The financial ratios have been calculated in accordance with
the recommendations of the Association of Danish Financial
Analysts.
NOTE 1.2 – CRITICAL ACCOUNTING ESTIMATES
AND JUDGEMENTS
In the preparation of the consolidated financial statements
according to IFRS, Management is required to make certain
estimates. Many financial statement items cannot be reliably
measured but must be based on estimations as the value of
assets and liabilities often depends on future events that are
somewhat uncertain.
The judgements, estimates and assumptions made are based
on historical experience and other factors that Management
considers to be reliable, but which by their very nature are
associated with uncertainty and unpredictability. These
assumptions may prove incomplete or incorrect, and
unexpected events or circumstances may arise. The most
critical judgements, estimates and assumptions for the
individual items are described below.
Critical accounting estimates and judgements related to:
Accounting estimates:
• Deferred tax assets, cf. notes 2.9 and 3.4
• Goodwill and brands, cf. note 3.1
• Provisions, cf. note 6.2
Management judgements:
• Special items, cf. note 2.6
• Leases, cf. note 3.3
The judgements and estimates made by Management are
specified in the relevant notes.
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
44BidCo RelyOn Nutec A/S | Annual report 2023
Note 2.1
NOTE 2.1 – SEGMENTS AND REVENUE
Consolidated financial statements | Notes | Section 2: Consolidated income statement
§ | Accounting policy
Supplementary information
RelyOn Nutec is a global operator that operates in more
than 20 countries around the world. Operations are
generally managed based on a geographical structure
which can be aggregated into 4 regions according to IFRS
8. An overview of the grouping of countries into regions is
presented in note 6.8 - Group companies.
The regions have been identified based on a key principle
of grouping countries that share market conditions
resulting in similar expectations in respect of revenue
growth, rates of return on assets and capital investments.
Management has based the assessment that the 8
geographical areas can be aggregated into 4 reportable
segments primarily on the following shared characteristics:
• The nature of the products is the same,
• The customers are within the same class, primarily
customers within the offshore oil industry operating in
the same geographical area. They are subject to the
same macroeconomic development despite being
located in different countries.
The segment reporting is prepared in a manner being
consistent with the Group’s internal management and
reporting structure. Transactions between reportable
segments are made on market terms. Revenue and
EBITDA can be reconciled directly to the income
statement. The remaining reconciliation items to the loss
for the year are disclosed directly in the income statement.
SEGMENTS
Segment
The accounting policies of the reportable segments are the
same as the Group’s accounting policies described
throughout the notes. Segment revenue and costs are
based on the internal reporting and comprise items that can
be directly referred to the individual segments. Unallocated
items mainly consist of costs related to Group functions.
For the purpose of segment reporting, segment profit has
been identified as EBITDA.
When presenting geographical information, segment
revenue is based on the geographical location of the
individual subsidiary from which the sales transaction
originates.
Non-current assets comprise intangible assets, property
plant and equipment, right-of-use assets and other non-
current assets.
Revenue
The Group generates revenue from delivering safety
training services to its customers within the oil and gas,
renewables and maritime industry globally.
Revenue from providing services is recognised over time
and in the accounting period in which the services are
rendered.
Revenue from digital service contracts with customers is
recognised when the Group’s obligation to provide these
services has been fulfilled at an amount that reflects the
consideration to which the Group expects to be entitled in
exchange for those services.
The activity is pay-per-use, and the payment terms for
customers are normally up to 60 days, and invoicing is
shortly after completion of the courses. If the services
rendered exceed the payment, a contract asset is
recognised. If the payments exceed the services rendered,
a contract liability is recognised. A receivable is recognised
when the receipt of payment is conditional on passage of
time only. Where another party is involved in providing the
services to the customer, the Group assesses on a contract-
by-contract basis whether the Group is acting as a principal
or as an agent. The Group is acting as a principal when the
nature of its promise is a performance obligation to provide
the specified services itself. On the contrary, the Group is
acting as an agent when it is arranging for the services to be
provided by the other party.
When the Group obtains control over the specified service
before it is transferred to the customer, it is a principal and
thus recognises revenue on a gross basis. When the Group
is acting as an agent, the commission rather than the gross
income is recognised as revenue.
DKKm
Americas Asia Pacific Europe Middle East
Non-allocated
items and
eliminations
Total
2023
Revenue from external customers 414 142 489 41 - 1,086
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 119 57 74 11 (4) 257
Non-current assets 313 154 565 24 (131) 925
2022
Revenue from external customers 305 106 451 33 - 895
Operating result before depreciation, amortisation, impairment losses and special items (EBITDA) 89 47 47 4 (3) 184
Non-current assets 281 145 567 26 (104) 915
45BidCo RelyOn Nutec A/S | Annual report 2023
Notes 2.1 and 2.2
NOTE 2.1 – SEGMENTS AND REVENUE – continued
Consolidated financial statements | Notes | Section 2: Consolidated income statement
Supplementary information
Geographies (except Denmark) with more than 10% of the Group revenue:
NOTE 2.2 – OTHER INCOME
Government grants are recognised in the income statement on a
systematic basis over the periods in which the Group recognises
expenses for the related costs for which the grants are intended
to compensate, which in the case of grants related to assets
requires setting up the grant as deferred income or deducting it
from the carrying amount of the asset.
Government grants are recognised in the income statement
when there is reasonable assurance that the Group will comply
with the conditions attached thereto.
Other operating income consists of compensation received,
income from sub-leasing of premises and other non-primary
income.
Supplementary information
Government grants are related
to COVID-19 relief packages,
where the Group made use of
certain governmental support
packages in different countries
to mitigate the effects of
COVID-19. The government
grants primarily relate to
reimbursement of salaries to
employees, compensation of
costs and negative effect from
lost revenue.
The Group has in total received
DKKm 5 (DKKm 11), mainly in
the US and the Netherlands.
For some of the received
grants, the usage and
obligations are uncertain as per
balance sheet date, and
accordingly the Group has only
recognised the portion of the
grants, which is expected to
meet the terms and conditions
for the receipt of the grants.
Further postponed VAT, payroll
taxes, etc. related to COVID-19
amounted to DKKm 18 (DKKm
30), which is included as other
payables.
REVENUE
Revenue split by services:
DKKm
2023 2022
Government grants 5 11
Other operating income 9 7
Total other income 14 18
§ | Accounting policy
DKKm
2023 2022
United States 165 112
Brazil 146 87
United Kingdom 132 116
Netherlands 112 97
Denmark 71 70
Others 460 413
Total 1,086 895
DKKm
2023 2022
Digital and blended learning revenue 146 125
Non-digital revenue 940 770
Total 1,086 895
DKKm
Oil and gas Maritime Renewables Electrical
Other safety critical
industries
Total
2023
Americas 306 16 5 - 87 414
Asia Pacific 87 6 4 35 10 142
Europe 227 43 97 - 122 489
Middle East 33 1 2 - 5 41
Total 653 66 108 35 224 1,086
2022
Americas 235 18 2 - 50 305
Asia Pacific 82 5 5 4 10 106
Europe 225 37 78 - 111 451
Middle East 30 - - - 3 33
Total 572 60 85 4 174 895
DKKm
2023 2022
Malaysia 181 171
United Kingdom 180 185
United States 116 121
Norway 91 94
Others 357 344
Total 925 915
Geographies (except Denmark) with more than 10% of the Group non-current
assets
46BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 2: Consolidated income statement
NOTE 2.3 – STAFF COSTS
§ | Accounting policy
Staff costs comprise wages and salaries as well as expenses for payroll and pensions.
Notes 2.3, 2.4 and 2.5
NOTE 2.5 – AMORTISATION, DEPRECIATION AND IMPAIRMENT LOSSES
NOTE 2.4 – INCENTIVE PROGRAMME
The parent company P-Holding RelyOn Nutec A/S offered a share investment and a warrant programme to certain key
employees. Under the programme, participants made a combined share and warrant investment in P-Holding RelyOn Nutec
A/S. This Company holds all shares in BidCo RelyOn Nutec A/S and has no other activities. As of 31
st
December 2023, the
outstanding number of shares amounts to 2.5% (2.5%) of the share capital in P-Holding RelyOn Nutec A/S, and the outstanding
number of warrants amounts to potential shares equal to 0.05% (0.05%) of the current share capital in P-Holding RelyOn Nutec
A/S. Hereof, the Group Management holds shares of 1.8% (1.8%) and warrants of 0.03% (0.03%) and the Board of Directors
holds shares of 0.6% (0.6%) and warrants of 0.01% (0.01%).
The shares and warrants were acquired at fair value and consequently no cost is recognised.
During 2023, P-Holding RelyOn Nutec A/S reacquired shares and warrants due to participants leaving RelyOn Nutec. On 31
st
December 2023, P-Holding RelyOn Nutec A/S has own shares equal to 0.3% of the share capital.
The warrants are exercisable upon an exit event such as transfer of at least 50% of the share capital/voting rights or an initial
public offering. The exercise period commenced on 20th September 2023. The warrants are subject to customary leaver
provisions.
Supplementary information
The Executive Management consisted of the Group CEO. With reference to the Danish Financial Statements Act, section
98b, article 3, the remuneration to the Board of Directors and Executive Management has not been disclosed separately.
Other key management is related to Corporate Functions.
No impairment losses have been recognised in 2023 and 2022.
Key management compensation:
Key management consists of Board of Directors and, Executive Management and other key management members. The
compensation paid or payable is shown below:
DKKm
2023 2022
Wages and salaries (353) (309)
Pensions, defined contribution plans (20) (16)
Other social security costs (27) (24)
Other staff costs (53) (44)
Total staff costs (453) (393)
Classified as special items, cf. note 2.6 7 4
Total staff costs excl. special items (446) (389)
Average number of employees (full-time equivalent) 1,010 868
DKKm
2023 2022
Executive Management and Board of Directors
Wages and salaries (6.8) (6.5)
Pensions (0.4) (0.4)
Other key management
Wages and salaries (7.2) (10.8)
Pensions (0.6) (0.6)
Total management compensation (15.0) (18.3)
Classified as special items, cf. note 2.6 - -
Total management compensation excl. special items (15.0) (18.3)
DKKm
2023 2022
Depreciation on property, plant and equipment, cf. note 3.2 (32) (33)
Depreciation on property, plant and equipment - right-of-use assets, cf. note 3.3 (40) (36)
Total depreciation (72) (69)
Amortisation on intangible assets, cf. note 3.1 (27) (23)
Total amortisation (27) (23)
47BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 2: Consolidated income statement
Notes 2.6, 2.7 and 2.8
NOTE 2.8 – FINANCIAL EXPENSES
NOTE 2.7 – FINANCIAL INCOME
§ | Accounting policy
Financial income and expenses represent interest income and interest expense, realised and unrealised exchange rate
gains and losses, amortisation related to financial liabilities, including lease liabilities and fair value adjustments of
contingent consideration liabilities.
§ | Accounting policy
Special items are used in connection with the presentation of income statement for the year to distinguish operating profit
from non-recurring income and expenses, which by their nature is not related to the Group’s ordinary operations, e.g., re-
branding costs, restructuring costs relating to structural, procedural and managerial re-organisation as well as transaction
and restructuring costs relating to acquisition of businesses.
NOTE 2.6 – SPECIAL ITEMS
Special items are reconciled to the income statement as specified in the table below:
≈ | Critical accounting judgements
The use of special items entails management judgement in the separation from the ordinary operations of the Group. In
the classification of special items, judgement is applied to ensure that only exceptional items not associated with the
ordinary operations of the Group are included.
DKKm
2023 2022
Transaction costs (1) (1)
Restructuring costs, severance payments and non-recurring consultency costs etc. (5) (11)
Total special items (6) (12)
DKKm
2023 2022
Interest expenses on bonds (62) (31)
Interest expenses on shareholder loans (10) (5)
Interest expenses on leasing liabilities, cf. note 3.3 (18) (21)
Exchange rate losses, net (3) (1)
Fair value adjustment of contingent consideration, non-controlling interest cf. note 5.1 - (6)
Other financial expenses (22) (21)
Total financial expenses (115) (85)
DKKm
Before
Special
items
After Before
Special
items
After
Revenue 1,086 - 1,086 895 - 895
Other income 14 - 14 18 - 18
Cost of sales (319) - (319) (270) - (270)
Staff costs (453) 7 (446) (393) 4 (389)
Other external costs (77) (1) (78) (78) 8 (70)
Operating result before depreciation,
amortisation, impairment losses and
special items (EBITDA)
251 6 257 172 12 184
Depreciation and impairment losses on
property, plant and equipment
(72) - (72) (69) - (69)
Operating result before amortisation and
special items (EBITA)
179 6 185 103 12 115
Amortisation of intangible assets (27) - (27) (23) - (23)
Operating result before special items 152 6 158 80 12 92
Special items - (6) (6) - (12) (12)
Operating result (EBIT) 152 - 152 80 - 80
Financial income 2 - 2 - - -
Financial expenses (115) - (115) (85) - (85)
Profit before tax 39 - 39 (5) - (5)
2022
2023
DKKm
2023 2022
Interest from banks 1 -
Fair value adjustment of contingent consideration, non-controlling interest cf. note 5.1 1 -
Total financial income 2 -
48BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 2: Consolidated income statement
Note 2.9
NOTE 2.9 – TAX
§ | Accounting policy
BidCo RelyOn Nutec A/S and the Group’s Danish subsidiaries are jointly taxed. Danish corporation tax is allocated
among the jointly taxed companies according to the taxable income of these companies. Income tax for the year,
consisting of current tax for the year and changes in deferred tax, is recognised in profit for the year with respect to the
part that can be attributed to profit for the year and in other comprehensive income with respect to the part that can be
attributed to other comprehensive income or directly to equity.
Corporation tax payables include corporation taxes made up on the basis of estimated taxable income for the financial
year and prior year adjustments. Deferred tax is measured using the tax rate expected to apply when timing differences
are reversed.
Deferred tax is calculated according to the balance sheet liability method and is based on all timing differences between
the carrying amount and the tax base of assets and liabilities. Deferred tax is not recognised on goodwill that is not tax-
deductible, and deferred tax is not recognised on undistributed profits in subsidiaries and timing differences that arose at
the time of recognition in the balance sheet other than for acquisitions, if such differences will not affect profit or taxable
income. When alternative tax rules can be applied to determine the tax base, deferred tax is measured based on planned
use of the asset or settlement of the liability, respectively.
Deferred tax assets, including the tax base of tax losses carried forward, are recognised under other non-current assets
at the expected value of their utilisation, either as a set-off against tax on future income or as a set-off against deferred
tax liabilities within the same legal tax entity and jurisdiction. Deferred tax assets and liabilities are offset within the same
legal tax entity or jurisdiction. Changes in deferred tax as a result of changed tax rates or tax rules are recognised in the
income statement unless the deferred tax is attributable to transactions which have been recognised previously under
other comprehensive income or directly in equity.
≈ | Accounting estimates
Deferred tax assets are measured at the value at which they are expected to be realised. Deferred tax assets, including
the tax base of tax loss carryforwards, are recognised if it is assessed that there will be sufficient future taxable income
against which the temporary differences and unutilised tax losses can be utilised. This assessment is based on budgets
and business plans for the following years, including planned business initiatives.
The Group is subject to tax legislation in the countries in which it operates. Any significant accounting estimates relating
to the statements of current tax, deferred tax and pending tax matters in the individual countries have been provided.
DKKm
2023 2022
Current tax on result for the year (36) (24)
Deferred tax on result for the year and adjustment of tax in previous years 19 18
Total income tax (17) (6)
Calculated 22% tax on result for the year (8) 1
Adjustment for tax effects of:
Non-deductible expenses 1 (2)
Tax losses not capitalised (6) (3)
Utilised non capitalised tax losses - 2
Adjustment of tax relating to previous years (3) (2)
Revaluation of deferred tax assets (7) (2)
Difference in foreign tax rates (5) (4)
Others 11 4
Total income tax (17) (6)
Effective tax rate 44% neg.
Section 3:
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:
Share capital
56
Note 3.7:
Other non
-current liabilities 56
Note 3.8:
Other current liabilities
56
50BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.1
NOTE 3.1 – INTANGIBLE ASSETS
§ | Accounting policy
Goodwill
Goodwill is recognised in the balance sheet at cost of initial recognition as described under
“business combinations”, note 6.1. Goodwill is subsequently measured at cost less accumulated
impairment losses. Goodwill is not amortised but is tested for impairment at least once a year.
On initial recognition, goodwill is allocated to those of the Group’s activities that generate
separate cash flows (cash-generating units), however, not a higher level than operating
segments.
Brands
Brands acquired in a business combination are recognised at fair value at the acquisition date.
They have an indefinite useful life and are subsequently carried at cost less accumulated
impairment losses.
Customer contracts and knowhow
Customer contracts and knowhow acquired in a business combination are recognised at fair
value at the acquisition date. Knowhow is based on obtaining business required certificates to
perform the operation. They have a finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses. Customer contracts and knowhow are
amortised over the expected economic life, estimated to be up to 10 years.
Software
Software acquired in a business combination is recognised at replacement cost at the acquisition
date. Software bought or developed for internal use is measured at the lower of cost less
accumulated amortisation and impairment losses and the recoverable amount. Cost comprises
payments for the software and other directly attributable expenses of preparing the software for
its intended use. Software is amortised over the expected economic life, estimated to be 3 to 10
years.
Other intangible assets
Other intangible assets mainly include assets (software) under construction.
Supplementary information
Brands include mainly active brands within RelyOn Nutec Group; RelyOn Nutec, Aberdeen
Drilling School and MSTS. Nutec is our heritage. Nutec is dated back to 2004 and it is a
symbol for safety training in multiple parts of the world. Aberdeen Drilling School is a world-
renowned brand to deliver well control training. MSTS is the local brand in the Asian region,
which is associated with high-quality safety training. Know-How includes the knowledge for
obtaining business-critical certificates, such as OPITO, GWO, ISO, etc.
DKKm
Goodwill Brands
Customer
contracts
Knowhow Software
Other
intangible
assets
Total
intangible
assets
Cost at 1 January 2022 220 54 70 27 45 32 448
Exchange rate adjustments 7 1 - - - (2) 6
Additions - - - - 5 18 23
Disposals - - - - (5) - (5)
Additions on acquisitions cf. note 6.1 25 - 3 2 - - 30
Transfers to/from other asset types - - - - 19 (19) -
Cost at 31 December 2022 252 55 73 29 64 29 502
Amortisations and impairments at 1 January 2022 - - (25) (9) (21) - (55)
Amortisations and impairments for the period - - (8) (3) (9) (3) (23)
Disposals - - - - 5 - 5
Transfers to/from other asset types - - - - (1) 1 -
Amortisations and impairments at 31 December 2022 - - (33) (12) (26) (2) (73)
Carrying amount at 31 December 2022 252 55 40 17 38 27 429
Cost at 1 January 2023 252 55 73 29 64 29 502
Exchange rate adjustments (5) (3) - - - 1 (7)
Additions - - - 1 8 16 25
Additions on acquisitions cf. note 6.1 6 - - - - - 6
Transfers to/from other asset types - - - - 4 (4) -
Cost at 31 December 2023 253 52 73 30 76 42 526
Amortisations and impairments at 1 January 2023 - - (33) (12) (26) (2) (73)
Amortisations and impairments for the period - - (8) (3) (9) (7) (27)
Amortisations and impairments at 31 December 2023 - - (41) (15) (35) (9) (100)
Carrying amount at 31 December 2023 253 52 32 15 41 33 426
51BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.1
NOTE 3.1 – INTANGIBLE ASSETS – continued
Impairment test
Each year, the assets are reviewed to assess whether there
are indications of impairment. If such indications exist, the
recoverable amount, determined as the higher amount of the
fair value of the asset adjusted for expected costs to sell and
the value in use of the asset, is calculated. The value in use
is calculated based on the estimated future cash flows,
discounted by using a pre-tax discount rate that reflects
current market assessments of the time value of money and
the risks specific to the asset.
If the recoverable amount of an asset or its cash-generating
unit is lower than the carrying amount, an impairment charge
is recognised in respect of the asset. The impairment loss is
recognised in the income statement. In addition, for goodwill
and other intangible assets with indefinite useful lives,
impairment tests are performed at each balance sheet date,
regardless of whether there are any indications of impairment.
For acquisitions, the first impairment test is performed before
the end of the year of acquisition.
Goodwill and brands are monitored by Management at an
operating segment level. Goodwill and brands are allocated
to CGUs as per below.
Goodwill and brands with an indefinite life have been tested
for impairment on 31 December 2023.The tests did not result
in any impairment of carrying amounts. The impairment test is
based on value in use.
For the year 2024 and projections for subsequent years up to
and including 2028, the expected future net cash flows are
determined based on budgets and business plans approved
by Management as well as the expected market development
for the individual CGUs.
The table below provides an overview of the carrying amount
and key assumptions applied for each cash-generating unit
for which the carrying amount of goodwill and brands is
material.
The key assumptions for each cash-generating unit are
annual revenue growth and EBITDA margin as well as net
working capital and investments. The assumptions are based
on past experience, internal as well external benchmarks and
statistics, Management’s expectations of market
development, market trends and ongoing digitalisation
projects and projects in general.
Overall, we expect that growth within the oil & gas sector will
continue, and we expect a continued high growth within
renewables driven by offshore wind investments and
electrical services. We expect the growth in Asia to come
from the oil and gas segment and the growth in Gulf of
Mexico coming from the new investments in Guyana and
Mexico as well as the anticipated growth in renewables in the
US. Partnership and digital growth is coming from the
strategic focus on rolling out our partnership and digital
services in our global footprint.
The discount rates applied are generally based on the cost of
capital applicable for RelyOn Nutec. The terminal growth rate
is in line with industry expectations.
≈ | Critical accounting estimates
Estimates are applied in the assessment of future revenues,
operating margins, discount rates and growth expectations in
the terminal period in the impairment testing (value-in-use
calculation). These are based on an assessment of current
and future developments in the cash-generating units and on
historical data and assumptions of expected
future development.
Goodwill and brands have an indefinite lifetime since there is
no foreseeable limit to the period over which goodwill and
brands are expected to generate net cash inflows. Goodwill
and brands with indefinite lifetime are not amortised, but
subject to an impairment test once a year. The Group tests
whether goodwill has suffered any impairment on an annual
basis.
Factors that played a significant role in determining that
brands have an indefinite useful lifetime; 1) brands have
existed in decades, 2) the strategy is based on the brands,
and 3) the brands have low maintenance costs attached.
Supplementary information
The category ”other” contains operations in Brazil, Central
Europe, Middle East, Scandinavia and the United Kingdom
as these are assessed individually insignificant.
DKKm
Asia Gulf of Mexico Partnerships Digital Other Total
2023
Carrying amount of goodwill 45 55 57 27 69 253
Carrying amount of brands 24 7 4 - 17 52
Annual revenue growth rate 5.9% 15.5% 19.7% 33.1% 6.0%-13.9%
EBITDA ratio 40.5% 22.6% 20.8% 34.4% 16.6%-39.1%
Terminal period growth rate 2.0% 1.5% 1.5% 1.5% 1.5%-2.0%
Pre-tax discount rate 9.4% 11.0% 10.1% 9.6% 9.5%-14.5%
2022
Carrying amount of goodwill 48 55 58 27 64 252
Carrying amount of brands 25 7 4 - 19 55
Annual revenue growth rate 8.0% 12.0% 35.0% 14.0% 3.0%-14.0%
EBITDA ratio 44.0% 24.0% 17.0% 36.0% 13.0%-31.0%
Terminal period growth rate 2.0% 1.5% 1.5% 1.5% 1.5%-2.0%
Pre-tax discount rate 9.3% 10.4% 9.9% 9.5% 9.2%-16.0%
52BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.2
NOTE 3.2 – PROPERTY, PLANT AND EQUIPMENT
§ | Accounting policy
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes direct costs related to the asset and the initial estimate of the costs related to dismantling and removing the item
and restoring the site on which it is located if the costs meet the definition of a liability. Cost further includes borrowing costs
from specific and general borrowings directly relating to the acquisition, construction or development of the individual qualifying
asset during the period that is required to complete and prepare the asset for its intended use.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items.
Depreciations are calculated using the straight-line method to allocate their cost, net of their residual values over their estimated
useful lives, as follows:
Buildings: 25 - 33 years
Equipment: 3 - 20 years
Leasehold improvements: Term of lease
Land: Not depreciated
The residual value and useful life are determined at the date of acquisition and revalued each year. Where the residual value
exceeds the carrying amount, the asset ceases to be depreciated.
Gains and losses on the disposal or scrapping of property, plant and equipment are determined as the difference between the
sales price less dismantling, selling and re-establishing costs and the carrying amount. Gains and losses are recognised in the
income statement as other operating income and expenses, respectively.
Each year, the assets are reviewed in order to assess whether there are any indicators of impairment, cf. note 3.1.
Supplementary information
Committed CAPEX amounted to DKKm 6 (DKKm 7) at the end of December 2023.
DKKm
Property
and plant
Equipment
Leasehold
improve-
ments
Assets
under
construction
Total
tangible
assets
Cost at 1 January 2022 154 150 43 - 347
Exchange differences (3) 2 1 - -
Additions 3 17 2 17 39
Disposals (3) (7) - - (10)
Additions on acquisitions cf. note 6.1 - 2 - - 2
Transfers to/from other asset types (2) - 2 - -
Cost at 31 December 2022 149 164 48 17 378
Depreciations and impairments at 1 January (13) (62) (9) - (84)
Exchange differences 3 1 (1) - 3
Depreciations and impairments for the period (6) (22) (5) - (33)
Disposals 3 7 - - 10
Depreciations and impairments at 31 December 2022 (13) (76) (15) - (104)
Carrying amount at 31 December 2022 136 88 33 17 274
Cost at 1 January 2023 149 164 48 17 378
Exchange differences (3) (8) (3) - (14)
Additions 3 24 2 19 48
Disposals - (3) (2) - (5)
Transfers to/from other asset types - 2 - (2) -
Cost at 31 December 2023 149 179 45 34 407
Depreciations and impairments at 1 January 2023 (13) (76) (15) - (104)
Exchange differences 1 9 1 - 11
Depreciations and impairments for the period (6) (22) (4) - (32)
Disposals 1 2 2 - 5
Depreciations and impairments at 31 December 2023 (17) (87) (16) - (120)
Carrying amount at 31 December 2023 132 92 29 34 287
53BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.3
NOTE 3.3 – LEASES
§ | Accounting policy
Lease assets
Lease assets are 'right-of-use assets' arising from a lease agreement. Lease assets are initially measured at cost consisting of
the amount of the initial measurement of the liability of the leases plus any lease payments made to the lessor at or before the
commencement date less any lease incentives received, and the initial estimate of refurbishment costs and any initial direct
costs incurred by RelyOn Nutec as the lessee.
RelyOn Nutec has primarily these types of leases: Rental of premises and equipment.
The lease assets are depreciated on a straight-line basis over the lease term. The lease asset can be adjusted due to
modifications to the lease agreement or reassessment of lease term. Payments associated with short-term leases and leases of
low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a
term of 12 months or less at inception. Low-value assets typically comprise IT equipment and small items of office furniture with
an initial value of DKKk 35 or less. Each year, the assets are reviewed to assess whether there are any indicators of
impairment, cf. note 3.1
Lease liabilities
Lease liabilities arise from a lease agreement. Lease liabilities are initially equal to the present value of the lease payments
during the lease term that are not yet due. At initial recognition, RelyOn Nutec assesses for each contract individually the
likelihood of exercising a potential extension option in the contract. The option to extend the contract period will be included in
the calculation of the lease liability if it is reasonably likely that RelyOn Nutec will exercise the option. When calculating the net
present value, RelyOn Nutec uses a discount rate corresponding to the incremental borrowing rate. The weighted average
discount rate was approx. 9% for 2023 (2022: approx. 9%). To calculate the incremental borrowing rate, reference interest rates
were derived – for a period of up to 4 years – from the yields of corporate bond.
≈ | Accounting judgements
In accounting of lease contracts, various judgements are applied in determining right-of-use assets and lease liabilities.
Judgements include assessment of periods and applicable discount rates. Please cf. note 1.2 for further information.
Supplementary information
At inspection of a contract, the Group assesses whether a contract contains a purchase, termination or extension option. For
the contracts that contain either purchase, termination or extension options, Management has assessed it as reasonably
certain to exercise the options. The Group reassesses whether it is reasonably certain to exercise the options if there is a
significant event or significant change in circumstances within its control. The carrying amount of the unrecognised extension
and termination options on leases amounts to DKKm 28 (DKKm 35).
Leases in the statement of financial position
DKKm
2023 2022
Right-of-use assets
Property and plant 106 123
Equipment 11 11
Total right-of-use assets 117 134
Lease liabilities
Non-current 118 141
Current 40 40
Total lease liabilities 158 181
Contractual maturity of lease obligations
Within 1 year 52 48
1-5 years 121 152
After 5 years 84 81
Total future lease payments on current lease agreements, undiscounted 257 281
Additions to right-of-use assets 23 40
Leases in the income statement
DKKm
2023 2022
Depreciation of right-of-use assets
Property and plant (36) (32)
Equipment (4) (4)
Total depreciation of right-of-use assets (40) (36)
Interest on lease liabilities, cf. note 2.8 (18) (21)
Expenses related to short tem leases and leasing of low-value assets (2) (2)
Total costs related to leases (60) (59)
Leases in the statement of cash flows
DKKm
2023 2022
Installments on lease liabilities (42) (35)
Interest on lease liabilities, cf. note 2.8 (18) (21)
Total cash flow (60) (56)
54BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.4
NOTE 3.4 – DEFERRED TAX
§ | Accounting policy
Accounting policy is described in note 2.9.
Supplementary information
The Group has unrecognised tax losses to carry forward amounting to DKKm 57 (DKKm 90). With the exception of losses
capitalised in deferred tax, the Group is of the opinion that utilisation within 3-5 years is not possible. The majority of the tax
losses to carry forward have no expiry date.
Tax assets related to the tax loss carried forward have been recognised in countries where we expect to generate positive
taxable income from 2024 and with the amount expected to be utilised within 3-5 years.
The deferred tax assets are recognised if there is convincing evidence to support future taxable income against which the
Group expects to utilise those losses e.g., that the entity already generates positive taxable income, or where taxable income
is certain in 2024 based on the ongoing operations and plans.
DKKm
Assets Liabilities
Deferred tax at 1 January 2022 45 15
Additions of businesses 1 1
Deferred tax recognised in the income statement 18 (1)
Deferred tax regognised in equity 1 -
Other movements (2) 1
Deferred tax at 31 December 2022 63 16
Deferred tax at 31 December 2022 relates to:
Intangible assets - 15
Tangible assets 22 1
Tax losses carried forward 40 -
Others 1 -
Total 63 16
Deferred tax at 1 January 2023 63 16
Exchange differences (1) -
Deferred tax recognised in the income statement 19 (2)
Other movements - (1)
Deferred tax at 31 December 2023 81 13
Deferred tax at 31 December 2023 relates to:
Intangible assets 2 12
Tangible assets 19 1
Tax losses carried forward 59 -
Others 1 -
Total 81 13
55BidCo RelyOn Nutec A/S | Annual report 2023
≈ | Accounting estimates
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and
the days past due. The expected loss rates are based on the payment profiles of sales over a 12-month period and the
corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and
forward-looking information affecting the ability of the customers to settle the receivables.
Consolidated financial statements | Notes | Section 3: Statement of financial position
Note 3.5
NOTE 3.5 – TRADE RECEIVABLES AND CONTRACT ASSETS
§ | Accounting policy
On initial recognition, receivables are measured at fair value. The Group holds the trade receivables with the objective of
collecting the contractual cash flows and therefore measures them subsequently at amortised cost.
Trade receivables and contract assets are written down for expected credit losses. The Group applies the simplified approach in
IFRS 9 to measure expected credit losses which use a lifetime expected loss allowance for trade receivables and contract
assets. The Group's impairment policies are further described in note 4.3.
A write-down is recognised in other external costs.
The Group has entered into trade receivables transfer agreements in which the buyer takes on credit risk whereas the Group
retains some late payment risk. Under the arrangements, the Group obtains an upfront payment of 85-90% of the nominal value
of the trade receivables transferred. As of 31 December 2023, outstanding trade receivables in the amount of DKKm 32 (DKKm
23) have been transferred. Management has assessed that the late payment risk in the transferred portfolio is limited, and
consequently, that transfer of the credit risk results in substantially all the risks and rewards that have been transferred to the
counterpart. Consequently, the upfront amounts received are treated as a reduction of the outstanding trade receivables.
The Group has recognised the following assets and liabilities related to contracts with customers:
31 December 31 December
DKKm
2023 2022
Trade receivables 155 135
Contract assets 28 19
Total 183 154
DKKm
Expected
loss rate
Trade
receivables,
gross
Expected
credit loss
Trade
receivables,
net
Trade receivables at 1 January 2022 109 (5) 104
Movements during the year 49 1 50
Trade receivables at 31 December 2022 158 (4) 154
Trade receivables at 31 December 2022 comprise of:
Not due 1% 81 - 81
Overdue - 1 to 30 days 1% 39 - 39
Overdue - 31 to 60 days 1% 15 - 15
Overdue - 61 to 90 days 17% 6 (1) 5
Overdue - 91 to 120 days 20% 5 (1) 4
Overdue - more than 120 days 17% 12 (2) 10
Total 158 (4) 154
Trade receivables at 1 January 2023 158 (4) 154
Movements during the year 28 1 29
Trade receivables at 31 December 2023 186 (3) 183
Trade receivables at 31 December 2023 comprise of:
Not due 1% 96 - 96
Overdue - 1 to 30 days 1% 42 - 42
Overdue - 31 to 60 days 1% 14 - 14
Overdue - 61 to 90 days 11% 9 (1) 8
Overdue - 91 to 120 days 11% 9 (1) 8
Overdue - more than 120 days 6% 16 (1) 15
Total 186 (3) 183
56BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 3: Statement of financial position
Notes 3.6, 3.7, and 3.8
Supplementary information
All shares have nominal value of DKK 1
All shares have the same rights, preferences and restrictions
All shares are fully paid up
NOTE 3.6 – SHARE CAPITAL
NOTE 3.7 – OTHER NON-CURRENT LIABILITIES
NOTE 3.8 – OTHER CURRENT LIABILITIES
31 December 31 December
DKKm
2023 2022
Employee related liabilities 58 63
Contingent consideration, non-controlling interests, cf. note 5.1 - 7
VAT payables 17 13
Income tax payables 6 6
Prepayments 12 10
Other current liabilities 13 15
Total 106 114
31 December 31 December
2023 2022
Number of shares 2,321,925 2,321,925
Nominal value (DKKm) 2 2
31 December 31 December
DKKm
2023 2022
Contingent consideration, non-controlling interests, cf. note 5.1 12 6
Other non-current liabilities 13 16
Total 25 22
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
58BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 4.1 – FINANCIAL RISK MANAGEMENT
The Group’s activities give rise to exposure to a variety of financial risks, including market risk (currency and interest risks),
credit and liquidity risks. These financial risks are managed centrally by Group Finance.
Financial risks are described in the following sections:
• Market risk: note 4.2
• Credit risk: note 4.3
• Liquidity risk: note 4.4
It is the Group’s policy to mitigate risk exposure derived from its business activities. The Group policy does not allow taking
speculative positions in the financial markets.
As part of a global operation, the Group is exposed to cash flow in multiple different currencies. The Group has adopted an
expected credit loss model to calculate credit exposure relating to trade receivables. Liquidity risk arises from the financing
facility for the Group.
On 31 December 2023, the exposure to credit risk related to cash and cash positions equivalents was DKKm 67 (DKKm 50). It
is the Group’s policy to upstream as much cash as possible to its Danish relationship bank (credit rating A+) and keep local
cash positions on a level only needed for the operations.
NOTE 4.2 – MARKET RISK
Currency risk
Fluctuating currency rates influence the Group’s reported income statement, balance sheet and value of future cash flows
denominated in foreign currencies. Changes in currency exchange rates result from various factors such as macro-economic
factors, speculative transactions and interventions by central banks and governments. In addition, government and monetary
authorities may impose exchange controls that could adversely affect an applicable currency exchange rate.
Foreign exchange exposure in the Group consists of two types of risks (a) translation risk and (b) transaction risk. The objective
is to minimise the impact from change in exchange rates.
Translation risk arises from the translation of subsidiaries' income statement and net assets into the Group’s functional
currency DKK. The majority of the current cash position is within low-risk foreign currency. The impact on the Group’s accounts
of exchange rate changes is DKKm -3 (DKKm -1), cf. note 2.8, and has historically been very low. The functional currency of all
entities is the local currency in the country in which the entity belongs to. Hence, no hedges were in place for currency
translation risks at the end of 2023 and 2022..
Transaction risk arises from cash flows in currencies other than the functional currencies of the Group's subsidiaries. This can
be due to the contracts with limited number of customers or suppliers paying/requiring payments in other currencies than
functional currencies. The Group does not hedge with financial contracts against transaction risk although natural hedges
(income and expenses in the same currency) minimise the impact on the profit and loss.
The internal borrowings/deposits are primarily made in local currencies.
The Group’s bond and credit facilities are in EUR. The Group considers both DKK and EUR as base currencies due to the
historically fixed currency band between DKK/EUR.
Sensitivity
The Group is only subject to very little exchange rate impact on the Group’s net result as the entities are naturally subject to
hedges due to matching of income and expenses in the same currency. Hence, sensitivity is very low and not measurable in the
Group’s net result.
Impact on the Group’s OCI is primarily the exposure to changes in GBP, USD and EUR. The sensitivity – as per below – to
reasonably possible changes in the exchange rates shows the impact on equity (OCI). The impact on OCI is based on a 5%
increase to the year-end exchange rates applied in the Group.
Interest rate risk
Interest rates on bonds and revolving credit facility depend on several factors; one of the most significant over time is the level
of market interest. The interest rate on bonds and credit facilities is based on the 3M Euribor rate. For further details on the
applied margin, please cf. note 5.3.
Sensitivity analysis
The sensitivity of profit or loss is based on changes in the reference interest rates (EURIBOR) on the borrowings on Group level
only. A change in the reference interest rate of 0.5% would result in a change in the net finance cost of DKKm 3.
The analysis assumes a parallel shift in the relevant yield curves. The sensitivity analysis is based on annual interest expenses.
The interest rate on the shareholder loan is fixed.
The Group is not using hedging instruments to mitigate the risk.
Consolidated financial statements | Notes | Section 4: Financial risk management
Notes 4.1 and 4.2
DKKm
Effects from 5% increase in:
DKK / GBP (4) (5)
DKK / USD 22 20
DKK / EUR 8 7
2023
2022
59BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 4.3 – CREDIT RISK
In accordance with IFRS 9, the Group is to recognise a loss allowance for expected credit loss ("ECL") on its trade receivables.
The ECL for the Group’s "private and commercial" customers and "major oil companies or public companies" customers are
estimated separately in the model due to differences in the credit characteristics of these customer segments. Expected credit
losses are estimated on customers categorised as "private and commercial". Based on experience, actual credit losses for
customers categorised as "major oil companies or public companies" are limited.
The impairment model is based on a roll rate method. The roll rate method is derived from the provision matrix described in
IFRS 9 as a historical credit loss matrix based on the number of days a trade receivable is overdue.
Probability of default (“PD”) is based on historical roll rate for each category and based on Moody's' country-specific PDs.
“Loss Given Default” is estimated using a loss ratio calculated as the incurred loss divided by the outstanding balance of trade
receivables.
The risk is monitored locally, and a global follow-up as per development is outstanding. For further information on the Group's
credit loss allowance, please cf. note 3.5.
Maximum credit risk is outlined below:
NOTE 4.4 – LIQUIDITY RISK
Liquidity risk results from the Group’s potential inability or difficulty in meeting the contractual obligations associated with its
financial liabilities due to insufficient liquidity.
Liquidity reserves
The Group’s liquidity reserves mainly consist of the following:
• As of 31 December 2023, the Group’s liquid reserves consisted of readily available liquid funds of DKKm 62 (DKKm 41).
DKKm 5 (DKKm 9) of the total cash position on 31 December 2023 was placed on bank accounts in Trinidad with limited
availability due to the slow-moving nature of the cash. To centralise and optimise liquidity, the Group utilises cash pooling in
most of the entities in Western Europe as well as intercompany lending and borrowing between RelyOn Nutec Holding and
subsidiaries.
• A RcF facility of DKKm 100 of which DKKm 26m was drawn as of 31 December 2023.
• A bond facility (maximum of EURm 125) which can be used for acquisitions. The bond is listed on the Open Market of
Frankfurt Stock Exchange (NO0012904079). As of 31 December 2023, EURm 80 has been drawn. The bond facility expires
in 2026. Upon expiry, the settlement of the bond is expected to be made with cash flow from operating activities through re-
refinancing or in connection with a sale of the company.
• Subordinated and convertible shareholder loan of DKKm 110 by the ultimate owners of the Group. The maturity date is 31
December 2024.
Further information can be found in note 5.3. in the financial statements.
Notes 4.3 and 4.4
Consolidated financial statements | Notes | Section 4: Financial risk management
DKKm
Trade
receivables
and contract
assets
Expected
credit loss
Total
31 December 2022
Cash and cash equivalents 50 - 50
Trade receivables and contract assets:
Major oil companies and public companies 74 (1) 73
Private and commercial 84 (3) 81
Total 208 (4) 204
31 December 2023
Cash and cash equivalents 67 - 67
Trade receivables and contract assets:
Major oil companies and public companies 83 (1) 82
Private and commercial 103 (2) 101
Total 253 (3) 250
60BidCo RelyOn Nutec A/S | Annual report 2023
Note 4.4
Consolidated financial statements | Notes | Section 4: Financial risk management
NOTE 4.4 – LIQUIDITY RISK – continued
DKKm
Less than
1 year
Between
1 and 5 year
More than
5 years
Total
Net book
value
31 December 2022
Bond 448 - - 448 419
Credit facilities 99 - - 99 99
Shareholder loan - 100 - 100 100
Deferred consideration 10 - - 10 10
Contingent consideration, non-controlling interest 7 6 - 13 13
Trade payables 113 - - 113 113
Lease liabilities 48 152 81 281 181
Other payables 107 16 - 123 123
Total 832 274 81 1,187 1,058
31 December 2023
Bond 72 693 - 765 590
Credit facilities 26 - - 26 26
Shareholder loan - 110 - 110 110
Contingent consideration, non-controlling interest - 12 - 12 12
Deferred consideration 3 - - 3 3
Trade payables 112 - - 112 112
Lease liabilities 52 121 84 257 158
Other payables 106 13 - 119 119
Total 371 949 84 1,404 1,130
Maturity analysis
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the
balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash
flows, including interest payments calculated under current conditions, and thus summarise the gross liquidity risk.
The risk implied by the values reflects the one-sided scenario of cash outflows only. Trade payables and other financial liabilities
originate from the financing of assets in ongoing operations, such as property, plant and equipment, and investments in working
capital, for example trade receivables.
Financial assets and liabilities per measurement category
31 December 31 December
DKKm
2023 2022
Financial assets
Financial assets at amortised cost:
Trade receivables 155 135
Contract assets 28 19
Prepayments 33 25
Other receivables 23 21
Cash and cash equivalents 67 50
Total financial assets 306 250
Financial liabilities
Financial liabilities at amortised cost:
Bond 590 419
Credit facilities 26 99
Shareholder loan 110 100
Deferred consideration 3 10
Trade payables 112 113
Lease liabilities 158 181
Other payables 119 123
Total financial liabilities at amortised cost 1,118 1,045
Financial liabilities at fair value:
Contingent consideration, non-controlling interest
(part of other liabilities in the statement of financial position)
12 13
Total financial liabilities at fair value 12 13
Total financial liabilities 1,130 1,058
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
62BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 5: Capital structure
NOTE 5.1 – MEASUREMENT AND FAIR VALUE HIERARCHY
Financial instruments measured at fair value are shown in accordance with the following accounting hierarchy:
• Level 1: Observable market prices of identical instruments
• Level 2: Valuation models primarily based on observable prices or trading prices of comparable instruments
• Level 3: Valuation models primarily based on non-observable prices
Note 5.1
§ | Accounting policy
Fair value is the price that would be received when an asset is sold or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value of financial instruments that are not traded in an active market is determined using generally accepted
valuation techniques based on observable inputs from active markets. For financial liabilities where the fair value is
disclosed, the fair value is estimated by discounting future contractual cash flows at the current market interest rate.
Supplementary information
The Group has entered into contingent consideration arrangements and has put option liabilities related to non-controlling
interests treated as contingent consideration. The liabilities are measured at fair value and based on unobservable input
(level 3). The amounts to be paid are based on earnings multiples. Fair value is determined on the basis of earnings
forecasts for the respective subsidiaries. Fair value adjustment is recognised in financial items cf. notes 2.7 and 2.8. A
10% increase or decrease in forecasted earnings will increase or decrease the liability by DKKm 2.
DKKm
Carrying
amount
Fair value
Level 1
Fair value
Level 2
Fair value
Level 3
As of 31 December 2023
Fair value:
Contingent consideration, non-controlling interest 12 - - 12
Amortised cost:
Shareholder loan 110 - 110 -
Bonds 590 602 - -
Total financial liabilities 712 602 110 12
As of 31 December 2022
Fair value:
Contingent consideration, non-controlling interest 13 - - 13
Amortised cost:
Shareholder loan 100 - 100 -
Bonds 419 407 - -
Total financial liabilities 532 407 100 13
31 December 31 December
DKKm
2023 2022
Fair value at 1 January 13 34
Exercised - (27)
Fair value adjustments in the income statement during the year, cf. notes 2.7 and 2.8 (1) 6
Fair value at 31 December 12 13
Fair value level 3 development:
Net interest-bearing debt:
31 December 31 December
DKKm
2023 2022
Bond 590 419
Credit facilities 26 99
Shareholder loan 110 100
Lease liabilities 158 181
Total interest-bearing debt 884 799
Cash and cash equivalents 67 50
Net interest-bearing debt 817 749
Net interest-bearing debt (NIBD) excl. convertible shareholder loan 707 649
63BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 5.3 – CAPITAL MANAGEMENT
The overall objective is to ensure the ability to continue as a going concern, so entities can continue to provide solid returns for
shareholders and benefits for other stakeholders. The Group's objectives when managing capital are to:
• Maintain an optimal capital structure on a global scale
• Cash pool is used within some areas to optimise cash position
• Cash flow forecasting on a bi-weekly frequency and accuracy analysis
• Full cash transparency on a daily basis
The capital structure of the Group consists of net interest-bearing debt and equity of the Group, comprising issued capital,
reserves and retained earnings. The Group is not subject to any externally imposed capital requirements.
The refinancing of our existing bond and RCF facilities was initiated in April. In May, the re-financing was concluded following a
book-building process, successfully placed EURm 80 of senior secured sustainability-linked floating rate bonds. The total
framework is EURm 125. Further, Pareto Bank has committed a DKKm 100 RcF facility. The RcF carries a floating rate coupon
of 3m EURIBOR + 450 basis points, and the RcF facility shall be cleaned down on a yearly basis.
The new bond has a tenor of 3 years and carries a floating rate coupon of 3m EURIBOR + 825 basis points per annum. The
bond has been listed on The Open Market of Frankfurt Stock Exchange (NO0012904079) and will be listed on the Oslo Stock
Exchange (or another regulated market) within 12 months of the first issue date.
The net proceeds from the new bonds were applied towards redeeming the outstanding EURm 57 bond, repayment of the
outstanding RCF facilities and to finance general corporate purposes, including acquisitions and investments. The transaction
received strong interest from investors across the Nordics, Continental Europe, and the U.S. with participation in the placement
from both existing and new investors, ultimately resulting in an oversubscribed book and upsizing the bond issue.
Net leverage (EBITDA/NIBD) excluding shareholder loan will be regulated by a maintenance covenant set at 5.00x for the first
year, and then stepping down to 4.75x/4.50x after 12 months, respectively. Incurrence of further bond debt will be subject to net
leverage not exceeding 3.50x during the first 24 months, hereafter stepping down to 3.00x. The bond terms include certain
redemption rights in connection with a change of control event.
The Sustainability Performance target (SPT) is based on the increasing revenue from services to the renewable energy market
with a 15% Compound Annual Growth Rate (CAGR) from 2022 until year end 2025. Sustainability-Linked redemption premium
of 0.50% will be added to the nominal amount upon the maturity date (or such earlier date when the Bonds are redeemed in
whole or in part) depending on whether the Sustainability Performance Target is met
Covenants are met at the end of December 2023.
For further details, please cf. stock exchange announcements as of 18 and 26 April 2023.
Based on the above, Management assessed that the capital resources are sufficient.
Consolidated financial statements | Notes | Section 5: Capital structure
Notes 5.2 and 5.3
NOTE 5.2 – CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
DKKm Bond
Credit
facilities
Shareholder
loan
Lease
liabilities
Total
Liabilities at 1 January 2022 413 40 35 278 766
Cash flows - 60 60 (35) 85
Non-cash changes 6 (1) 5 (62) (52)
Liabilities at 31 December 2022 419 99 100 181 799
Liabilities at 1 January 2023 419 99 100 181 799
Cash flows 160 (74) - (42) 44
Non-cash changes 11 1 10 19 41
Liabilities at 31 December 2023 590 26 110 158 884
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
65BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 6.1 – BUSINESS COMBINATION
2023:
On 20 June 2023, we acquired 85% percent of the shares in GoRopes with an option to buy further shares at a later stage. The
acquisition is considered a business combination in accordance with IFRS 3, Business Combinations.
The acquisition is not material compared to the value of the RelyOn Nutec Group. The purchase price allocation are preliminary.
It has been determined that control exists in accordance with IFRS 10 “Consolidated Financial Statements”, and GoRopes is
therefore subject to full consolidation. Therefore, the non-controlling interest is 15%. In accordance with our accounting policy,
non-controlling interests are measured either:
a) at fair value (including the fair value of goodwill related to non-controlling interests in the acquiree) or
b) as non-controlling interests’ proportionate share of the acquiree’s identifiable assets, liabilities and contingent liabilities
measured at fair value (excluding the fair value of goodwill related to non-controlling interests’ share of the acquiree).
The measurement basis for non-controlling interests is selected for each individual transaction. In this transaction, the fair value
method (a) is selected.
A goodwill amount of DKKm 6 has been recognised. The goodwill from the acquisition comes from the presence in
geographical markets and locations as a well as a skilled workforce and various synergies following the integration.
The transaction costs are DKKm 0.5 and are recognised in the income statement as special items in accordance with our
accounting policy.
The acquired entity has as from the date of acquisition contributed with revenue of DKKm 6 and EBITDA of DKKm 1. If the
entity had been acquired on 1 January 2023, the Group’s revenue would have been DKKm 1,092 and EBITDA DKKm 258.
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.1
DKKm
2023 2022
Cash and cash equivalents - 3
Intangible assets - 5
Property, plant and equipment - 2
Trade receivable 1 5
Other assets 1 2
Non-current liabilities - (2)
Current liabilities (1) (5)
Net identifiable assets acquired 1 10
Non-controlling interest (1) (11)
Goodwill 6 25
Total purchase consideration 6 24
Purchase consideration:
Cash consideration 3 3
Deferred consideration paid in 2022 - 11
Deferred consideration to be paid in 2023 - 10
Deferred consideration to be paid in 2024 3 -
Total purchase consideration 6 24
Cash flow from acquisition:
Cash consideration 2 3
Less cash acquired - (3)
Net outflow of cash 2 -
The assets and liabilities recognised as a result of acquisitions are as follows:
66BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 6.1 – BUSINESS COMBINATION – continued
2022:
As outlined in the management review, we acquired an interest in Thomson Bridge and CTS in late October 2022 with an option
to buy further shares at a later stage.
Both acquisitions are considered a business combination in accordance with IFRS 3, Business Combinations.
The acquisitions are not material compared to the value of the RelyOn Nutec Group. The purchase price allocations are
preliminary.
It has been determined that control exists in accordance with IFRS 10 “Consolidated Financial Statements” due to rights from
shareholders’ agreement and call options. Therefore, both Thompson Bridge (non-controlling interest of 50%) and CTS are
subject to full consolidation. In accordance with our accounting policy, non-controlling interests are measured either:
a) at fair value (including the fair value of goodwill related to non-controlling interests in the acquiree) or
b) as non-controlling interests’ proportionate share of the acquiree’s identifiable assets, liabilities and contingent liabilities
measured at fair value (excluding the fair value of goodwill related to non-controlling interests’ share of the acquiree).
The measurement basis for non-controlling interests is selected for each individual transaction. In both transactions, the fair
value method (a) is selected.
Thomson Bridge:
A goodwill amount of DKKm 14 has been recognised. The value of the acquisition comes mainly from the expertise within the
electrical segment, platform for growth outside Australia, and assembled skilled workforce. Goodwill is in non-deductible for tax
purposes.
CTS:
A goodwill amount of DKKm 11 has been recognised. The value of the acquisition comes from the presence in the geographical
market (the UK) as well as a skilled workforce. Goodwill is non-deductible for tax purposes.
The total transaction costs are DKKm 0.5 and are recognised in the income statement as special items in accordance with our
accounting policy.
From the date of acquisition, the acquired entities have contributed with revenue of DKKm 6 and a negative EBITDA of DKKm
1. If the entities had been acquired on 1 January 2022, the Group’s revenue would have been DKKm 908 and EBITDA of
DKKm 180.
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.1
67BidCo RelyOn Nutec A/S | Annual report 2023 Consolidated financial statements | Notes | Section 6: Other notes
NOTE 6.1 – BUSINESS COMBINATION – continued
§ | Accounting policy
Businesses acquired from unrelated parties during the financial year are recognised as from the date of acquisition, i.e., the
date when the Group obtains control over the acquiree. The comparative figures are not restated to reflect businesses
acquired. The acquisition method is applied, i.e., identifiable assets, liabilities and contingent liabilities of acquirees are
recognised at their fair value at the date of acquisition.
Identifiable intangible assets are recognised if they are separable or derive from a contractual right. Deferred tax on fair value
adjustments is recognised. Fair values may be determined provisionally up until 12 months after the acquisition date.
Adjustments, if any within this period, are treated as prior period adjustments.
Any positive difference between the consideration and the value of non-controlling interests in the acquirer and the fair value of
any previously held interests in the acquirer, on the one hand, and the fair value of the identifiable assets, liabilities and
contingent liabilities, on the other hand, is recognised in the balance sheet as goodwill. Goodwill is not amortised but is tested
for impairment at least once a year. On acquisition, goodwill is allocated to the cash-generating units which will subsequently
form the basis for future impairment tests. Any negative difference is recognised in the income statement on the date of
acquisition.
The consideration for an entity consists of the fair value of the agreed purchase price. For business combinations in which the
agreement includes an adjustment of the consideration conditional on future events (contingent consideration), the fair value of
this part of the consideration is recognised at the date of acquisition. Any changes in the fair value of the contingent
consideration after initial recognition are recognised in the income statement within financial items.
Businesses acquired from parties who are under common control with the Group are recognised at the predecessor values as if
the Group had owned the business as of the first day of the comparative period, however, no earlier than as of the date the
selling party obtained control over the business.
Put options issued to minority shareholders in connection with acquisitions for them to sell their remaining shares to the Group,
the value of which is contingent on future events, will be recognised as part of the consideration at the date of acquisition if risks
and rewards have been transferred to the non-controlling interests. The put options issued are subsequently measured at the
present value of the expected exercise price. Any changes in the value of the issued put options after initial recognition are
recognised in the income statement within financial items.
Acquisition costs are recognised in the income statement as special items.
≈ | Critical accounting estimates
In connection with acquisitions, the identifiable net assets acquired from the seller are recognised at fair value. This includes an
assessment of the value of e.g. customer relations and customer contracts. The valuation thereof is based on the ”Multi-Period
Excess Earnings Method (MEEM method)” in which the value is calculated on the basis of an expected future cash flow. The
principal assumptions are expected lives of the existing agreements and portfolios, earnings and contribution for using
associated assets and employees.
Note 6.1
68BidCo RelyOn Nutec A/S | Annual report 2023
§ | Accounting policy
Provisions are recognised when, as a consequence of an event occurring before or on the balance sheet date, the Group has a
legal or constructive obligation, and it is probable that an outflow of resources will be required to settle the obligation. The
amount recognised as a provision is Management’s best estimate of the present value of expenses required to settle the
obligation.
Provisions for restructuring are recognised when a detailed, formal plan for the restructuring has been made before or on the
balance sheet date and has been announced to the parties involved.
Provisions for retained risks related to occupational injuries are recognised at the time of the claim and include an estimate of
claims incurred but not reported based on actuarial calculations.
Supplementary information
Provisions for refurbishment obligation are related to clean-up of the facilities within the Group. Refurbishment provisions
will be an obligation prior to relocation. Relocation is not very likely hence all provisions are non-current.
NOTE 6.2 – PROVISIONS NOTE 6.3 – Change in net working capital
Consolidated financial statements | Notes | Section 6: Other notes
Note 6.2 and 6.3
DKKm
2023 2022
Change in trade receivables and contract assets (30) (42)
Change in trade payables (2) (2)
Change in other receivables (10) (9)
Change in other operating liabilities 4 10
Currency adjustment (5) (5)
Changes in net working capital with cash flow effect (43) (48)
DKKm
Refurbishment
obligations
Other Total
Provisions at 1 January 2022 21 - 21
Reclassification - 7 7
Used amounts - (3) (3)
Provisions at 31 December 2022 21 4 25
Provisions at 1 January 2023 21 4 25
Used amounts - (1) (1)
Currency adjustments (1) - (1)
Provisions at 31 December 2023 20 3 23
69BidCo RelyOn Nutec A/S | Annual report 2023
NOTE 6.6 – COMMITMENTS AND CONTINGENT LIABILITIES
Joint taxation scheme
The Danish Group companies are jointly and severally liable for tax on the jointly taxed income, etc. of the Group. The total
amount of corporation tax payable by the Group is disclosed in the financial statements of P-RelyOn Nutec 2018 A/S, which is
the management company of the joint taxation. The Danish Group companies are jointly and severally liable for the joint
taxation liability. The joint taxation liability covers income taxes and withholding taxes on dividends, royalties and interest.
Contingent liabilities and guaranties
As part of the bond agreement, share pledges have been issued. The total and aggregated carrying amount of the net assets
the subsidiaries pledged as of 31 December 2023 was DKKm 345 (DKKm 245).
NOTE 6.7 – EVENTS AFTER THE BALANCE SHEET DATE
In March 2024, we acquired the remaining 50% of Thomson Bridge.
No other events materially affecting the assessment of the annual report have occurred after the balance sheet.
Consolidated financial statements | Notes | Section 6: Other notes
NOTE 6.5 – RELATED PARTIES
The Group is controlled by the following entities:
Immediate parent entity: P-Holding RelyOn Nutec A/S
Ultimate parent entity and controlling party: Polaris Private Equity K/S
Note 6.8 includes information on the Group's structure and the Group's related parties. Information on key management’s
personnel remuneration is disclosed in note 2.3.
The following transactions occurred with the immediate other related parties:
Shareholder loan: DKKm 110 (DKKm 100)
The shareholder loan is subordinated and convertible by the ultimate owners of the Group. The maturity date is 31 December
2024. The loan is instalment-free and carries an interest rate of 10%. Interest payments are deferred until maturity date The
lender is entitled to convert the loan amount into the same class of shares as the shares in the company owned by the lender
of the date of this loan note. The subscription rate shall in such case be par value. If the lender chooses to convert the loan
amount, the loan amount shall not be repaid.
NOTE 6.4 – FEE TO AUDITORS
Notes 6.4, 6.5, 6.6 and 6.7
Supplementary information
2023:
Other services provided by PricewaterhouseCoopers, Statsautoriserede Revisionspartnerselskab, amounted to DKKm
0.5 in 2023 and were primarily related to general accounting and tax advisory.
2022:
Other services provided by PricewaterhouseCoopers, Statsautoriserede Revisionspartnerselskab, amounted to DKKm
0.4 in 2022 and were primarily related to general accounting and tax advisory.
DKKm
2023 2022
Audit fees to PwC (3.7) (3.5)
Tax advisory services - (0.2)
Other services (0.5) (0.2)
Total (4.2) (3.9)
70BidCo RelyOn Nutec A/S | Annual report 2023
*For these companies, the Group holds an equity interest of less than 50%. However, due to rights arising from shareholders' agreements, the Group has determined that it has control of those companies, which are thus classified as subsidiaries and fully consolidated. Subsequent to the balance
sheet date we acquired the remaining 50% of Thomson Bridge.
All Group companies have reporting date at the end of December except for Thomson Bridge and CTS. Both entities were acquired in Q4 2022, and the reporting period is expected to be aligned with the remaining Group companies in 2024.
Note 6.8
NOTE 6.8 – GROUP COMPANIES
Consolidated financial statements | Notes | Section 6: Other notes
Region
Country
Legal name
Equity interest
Region
Country
Legal name
Equity interest
Americas
Brazil
RelyOn Nutec Brasil Participacoes Ltda
100%
Asia Pacific
Thailand
RelyOn
Nutec Thailand Holding Ltd.
100%
Americas
Brazil
RelyOn Nutec Brasil Treinamentos em Segurança Marítima Ltda
100%
Asia Pacific
Thailand
RelyOn
Nutec (Thailand) Ltd
90%
Americas
Brazil
Life
-Belt Servicos Especializados Ltda
100%
Europe
Belgium
RelyOn
Nutec Belgium BVBA
100%
Americas
Canada
RelyOn Nutec Canada
Incorporated
68%
Unallocated
Denmark
Bidco
RelyOn Nutec A/S
100%
Americas
Canada
RelyOn
Nutec Canada (NL) Incorporated
68%
Unallocated
Denmark
RelyOn
Nutec Holding A/S
100%
Americas
Canada
3281875 Nova Scotia Limited (
Dormant)
68%
Europe
Denmark
RelyOn
Nutec Denmark A/S
100%
Americas
Canada
Cavu
Canada (branch)
50%
Europe
Denmark
RelyOn
Nutec Digital A/S
100%
Americas
Guyana
RelyOn
Nutec Guyana Inc.
80%
Europe
Germany
RelyOn
Nutec Germany GMBH
100%
Americas
Mexico
RelyOn
Nutec Holding de México, S.A. de C.V.
100%
Europe
Norway
RelyOn
Nutec Simulation AS
100%
Americas
Mexico
RelyOn
Nutec de México, S.A.P.I. de C.V.
80%
Europe
Norway
RelyOn
Nutec Norway AS
100%
Americas
Trinidad & Tobago
RelyOn
Nutec Services Limited
100%
Europe
Norway
Cavu
Norway (branch)
50%
Americas
Trinidad & Tobago
Haztec
Services Trinidad, Ltd. (Dormant)
100%
Unallocated
The Netherlands
RelyOn
Nutec Holding B.V.
100%
Americas
USA
RelyOn
Nutec USA Holdings, LLC
100%
Europe
The
Netherlands
RelyOn
Nutec Netherlands B.V.
100%
Americas
USA
RelyOn Nutec Services, Inc.
100%
Europe
The Netherlands
RelyOn
Nutec Digital B.V.
100%
Americas
USA
RelyOn Nutec USA, LLC
100%
Europe
United Kingdom
RelyOn
Nutec Ltd.
100%
Americas
USA
CAVU International LLC
50%
Europe
United Kingdom
Aberdeen
Drilling School Ltd
100%
Americas
USA
CAVU International I LLC
50%
Europe
United Kingdom
RelyOn
Nutec Digital Ltd.
100%
Asia Pacific
Australia
RelyOn
Nutec Australia PTY LTD
100%
Europe
United Kingdom
Complete Training Solutions Ltd
100%
Asia Pacific
Australia
Thomson Bridge
Pty Ltd*
50%
Europe
Poland
RelyOn Nutec
Poland sp. zoo.
85%
Asia Pacific
Malaysia
MSTS Asia
Sdn. Bhd.
100%
Middle
East
Azerbaijan
RelyOn Nutec Azerbaijan LLC
100%
Asia Pacific
Malaysia
Risktec
(M) Sdn. Bhd. (Dormant)
100%
Middle East
Qatar
RelyOn
Nutec (Safety Training & Services) LLC*
49%
Asia Pacific
Malaysia
RelyOn
Bestari Healthcare Sdn Bhd*
100%
Middle
East
Saudi Arabien
Aberdeen
Drilling School LLC Co.
100%
Asia Pacific
Malaysia
RelyOn
Nutec Malaysia Sdn. Bhd.
100%
Middle
East
UAE
RelyOn
Nutec Safety Services LLC*
49%
Asia Pacific
Malaysia
Aberdeen
Drilling International (Malaysia) SDN BHD
100%
Middle
East
UAE
Aberdeen
Drilling International Limited
100%
Asia Pacific
Singapore
MSTS Asia (
S'pore) Pte. Ltd.
100%
71BidCo RelyOn Nutec A/S | Annual report 202BidCo RelyOn Nutec A/S | Annual report 2023 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 2023 Parent company financial statements | Income statement and changes in equity
INCOME STATEMENT STATEMENT OF CHANGES IN EQUITY
DKKm Notes
2023 2022
Revenue 9 9
Staff costs 1.1 (9) (9)
Other external costs (2) (2)
Operating result before depreciation, amortisation, impairment
losses and special items (EBITDA)
(2) (2)
Financial income 17 5
Financial expenses (82) (42)
Profit before tax (67) (39)
Tax for the period 10 1
Result for the period (57) (38)
DKKm
Share capital
Retained
earnings
Total equity
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
Equity at 1 January 2023 2 209 211
Result for the period - (57) (57)
Total comprehensive income for the period - (57) (57)
Equity at 31 December 2023 2 152 154
73BidCo RelyOn Nutec A/S | Annual report 2023 Parent company financial statements | Statement of financial position
STATEMENT OF FINANCIAL POSITION
31 December 31 December
DKKm Notes
2023 2022
Investment in subsidiaries 2.1 650 650
Receivables from subsidiaries 2.2 206 102
Total non-current assets 856 752
Receivables from subsidiaries 2.2 - 12
Other current assets 11 1
Cash and cash equivalents - 4
Total current assets 11 17
Total assets 867 769
31 December 31 December
DKKm Notes
2023 2022
Share capital 2.4 2 2
Retained earnings 152 209
Total equity 154 211
Bond 2.5 590 -
Shareholder loan 2.5 110 100
Total non-current liabilities 700 100
Bond 2.5 - 419
Payables to subsidaries - 29
Trade payables 1 2
Other current liabilities 12 8
Total current liabilities 13 458
Total liabilities 713 558
Total equity and liabilities 867 769
74BidCo RelyOn Nutec A/S | Annual report 2023
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
Note 4.2:
Company activity
76
Notes
75BidCo RelyOn Nutec A/S | Annual report 2023 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, please cf. 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 forward
totalling DKKm 8 (DKKm 21). 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
2023 2022
Wages and salaries (8) (8)
Pensions, defined contribution plans (1) (1)
Total staff costs (9) (9)
Average number of employees (full-time equivalent) 2 2
DKKm
2023 2022
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
NOTE 2.4 – SHARE CAPITAL
Please cf. note 3.6 to the consolidated financial statements.
NOTE 2.5 – BOND AND SHAREHOLDER LOAN
Please cf. note 4.4 and 6.5 to the consolidated financial statements.
NOTE 3.1 – RELATED PARTIES
Please cf. 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 cf. note 6.6 to the consolidated financial statements.
Contingent liabilities and guaranties
Please cf. note 6.6 to the consolidated financial statements.
NOTE 3.3 – EVENTS AFTER THE BALANCE SHEET DATE
Please cf. note 6.7 to the consolidated financial statements.
DKKm
2023 2022
Receivables at 1 January 114 70
Changes during the year 92 44
Receivables at 31 December 206 114
Non-current 206 102
Current - 12
Receivables at 31 December 206 114
76BidCo RelyOn Nutec A/S | Annual report 2023
Notes 3.4, 4.1 and 4.2
NOTE 3.4 – FEE TO AUDITORS
NOTE 4.1 – ACCOUNTING POLICIES
BidCo RelyOn Nutec A/S prepares the parent company’s financial statements in accordance with the Danish Financial
Statements Act applying to enterprises of reporting class C.
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 2022.
The financial statements are presented in DKK million.
Leases
IFRS 16 leases are 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’s 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’s financial statements. For this information, please cf. the consolidated
financial statements for BidCo RelyOn Nutec A/S.
DKKm
2023 2022
Audit fees to PwC (1.5) (1.4)
Other services - (0.2)
Total (1.5) (1.6)
NOTE 4.2 – COMPANY ACTIVITY
BidCo RelyOn Nutec A/S is a holding company, who's sole purpose is to hold shares in the subsidiaries and secure the Groups
long term financing.
77BidCo RelyOn Nutec A/S | Annual report 202 77BidCo RelyOn Nutec A/S | Annual report 2023
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
81
Definitions
82
78BidCo RelyOn Nutec A/S | Annual report 2023 Management statement, auditor’s report and definitions | Statement by the Board of Directors and the Executive Management
The Board of Directors and the Executive Management
have today considered and adopted the annual report of
BidCo RelyOn Nutec A/S for the financial year 1
January – 31 December 2023.
The Consolidated Financial Statements have been
prepared in accordance with International Financial
Reporting Standards as adopted by the EU and further
requirements in the Danish Financial Statements Act.
The Parent Company’s financial statements and
management review have been prepared in accordance
with the Danish Financial Statements Act.
In our opinion, the Consolidated Financial Statements
and the Parent Company’s financial statements give a
true and fair view of the financial position as of 31
December 2023 of the Group and the Parent Company
and of the results of the Group and Parent Company
operations and consolidated cash flows for the financial
year 1 January – 31 December 2023.
In our opinion, the management review includes a true
and fair account of the development in the operations
and financial circumstances of the Group and the
Parent Company, of the results for the year and of the
financial position of the Group and the Parent Company
as well as a description of the most significant risks and
elements of uncertainty facing the Group and the Parent
Company.
We recommend that the annual report be adopted at the
Annual General Meeting.
Copenhagen, 19 March 2024
STATEMENT BY THE BOARD OF DIRECTORS AND
EXECUTIVE MANAGEMENT
Executive
Management
Torben Harring
Group CEO
Board of Directors
Jakob Thomasen Jesper Teddy Lok Merete Søby
Chairman
Henrik Bonnerup Jan Damsgaard
79BidCo RelyOn Nutec A/S | Annual report 2023
INDEPENDENT
AUDITOR’S REPORT
To the shareholders of BidCo RelyOn Nutec A/S
OUR OPINION
In our opinion, the Consolidated Financial Statements give a
true and fair view of the Group’s financial position on 31
December 2023 and of the results of the Group’s operations
and cash flows for the financial year 1 January to 31
December 2023 in accordance with IFRS Accounting
Standards as adopted by the EU and further requirements in
the Danish Financial Statements Act.
Moreover, in our opinion, the Parent Company Financial
Statements give a true and fair view of the Parent Company’s
financial position on 31 December 2023 and of the results of
the Parent Company’s operations for the financial year 1
January to 31 December 2023 in accordance with the Danish
Financial Statements Act.
We have audited the Consolidated Financial Statements and
the Parent Company Financial Statements of BidCo Relyon
Nutec A/S for the financial year 1 January - 31 December
2013, which comprise income statement, balance sheet,
statement of changes in equity and notes, including material
accounting policy information, for both the Group and the
Parent Company, as well as statement of comprehensive
income and cash flow statement for the Group (“financial
statements”).
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (ISAs) and the additional requirements
applicable in Denmark. Our responsibilities under those
standards and requirements are further described in the
Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the
Group in accordance with the International Ethics Standards
Board for Accountants’ International Code of Ethics for
Professional Accountants (IESBA Code) and the additional
ethical requirements applicable in Denmark, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
STATEMENT ON MANAGEMENT’S REVIEW
Management is responsible for Management's Review, pages
4-33 and 82.
Our opinion on the Financial Statements does not cover
Management's Review, and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Financial Statements, our
responsibility is to read Management's Review and, in doing
so, consider whether Management's Review is materially
inconsistent with the Financial Statements, or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated.
Moreover, we considered whether Management's Review
includes the disclosures required by the Danish Financial
Statements Act.
Based on the work we have performed, in our view,
Management's Review is in accordance with the
Consolidated Financial Statements and the Parent Company
Financial Statements and has been prepared in accordance
with the requirements of the Danish Financial Statements Act.
We did not identify any material misstatement in
Management’s Review.
MANAGEMENT’S RESPONSIBILITIES FOR
THE FINANCIAL STATEMENTS
Management is responsible for the preparation of
Consolidated Financial Statements that give a true and fair
view in accordance with International Financial Reporting
Standards as adopted by the EU and further requirements in
the Danish Financial Statements Act and for the preparation
of Parent Company Financial Statements that give a true
and fair view in accordance with the Danish Financial
Statements Act, and for such internal control as
Management determines is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the Financial Statements, Management is
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
Management either intends to liquidate the Group or the
Parent Company or to cease operations, or has no realistic
alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with
ISAs and the additional requirements applicable in Denmark
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial
Statements.
As part of an audit in accordance with ISAs and the
additional requirements applicable in Denmark, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:
Management statement, auditor’s report and definitions | Independent Auditor’s report
o Identify and assess the risks of material misstatement of
the Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional
omissions,misrepresentations, or the override of internal
control.
o Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group’s and the Parent Company’s internal control.
o Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management.
o Conclude on the appropriateness of Management’s use
of the going concern basis of accounting and based on
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s and the Parent
Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the
related disclosures in the Financial Statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group or the
Parent Company to cease to continue as a going
concern.
o Evaluate the overall presentation, structure and content
of the Financial Statements, including the disclosures,
and whether the Financial Statements represent the
underlying transactions and events in a manner that
gives a true and fair view.
80BidCo RelyOn Nutec A/S | Annual report 2023
o Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities
within the Group to express an opinion on the
Consolidated Financial Statements. We are responsible
for the direction, supervision and performance of the
group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify
during our audit.
Hellerup, 19 March 2024
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
Legal registration no.: 33 77 12 31
Thomas Wraae Holm
State Authorised Public Accountant
mne30141
Allan Knudsen
State Authorised Public Accountant
mne29465
Management statement, auditor’s report and definitions | Independent Auditor’s report
81BidCo RelyOn Nutec A/S | Annual report 2023
COMPANY INFORMATION
The company
BidCo RelyOn Nutec A/S
Kalvebod Brygge 45, 3rd floor
DK-1560 Copenhagen V
Phone +45 76 12 13 14
Legal registration no.: 39 46 78 36
Financial year: 01.01.2023 - 31.12.2023
Established: 30 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 report 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.
82BidCo RelyOn Nutec A/S | Annual report 2023
DEFINITIONS
Management statement, auditor’s report and definitions | Definitions
A
ABC:
Anti-Bribery and Corruption.
Americas: Comprise Brazil, Canada, Guyana, Mexico,
Trinidad & Tobago and the US.
Application users:
Sum of WorkSafe
®
users, Know-
how users, Business Portal users and delegates
managed via the 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.
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, Poland and United Kingdom.
G
GWO
(Global Wind Organisation): The global industry
standard in wind organisation for safety, skills, and
competence.
H
HV/LV
High Voltage/Low Voltage
I
IA:
Impact assessment.
IAS:
International Accounting Standards.
IFRS:
IFRS Accounting Standards.
ISO: The International Organization for Standardisation
is an international standard
-setting body composed of
representatives from various national standards
organisations.
L
LTM:
Last Twelve Months.
M
Middle East:
Comprises Azerbaijan, 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.
U
UN Global Compact:
The UN's social charter for
enterprises, etc.
Y
YOY:
Year-Over-Year.
83BidCo RelyOn Nutec A/S | Annual report 2023 83
Annual reportAuditor's report on audited financial statementsParsePort XBRL Converter2023-01-012023-12-312022-01-012022-12-31549300H0D90B41QTW740Reporting class DOpinionBasis for Opinion2024-03-192024-03-19549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember549300H0D90B41QTW7402023-01-012023-12-31549300H0D90B41QTW7402022-01-012022-12-31549300H0D90B41QTW7402023-12-31549300H0D90B41QTW7402022-12-31549300H0D90B41QTW7402021-12-31ifrs-full:IssuedCapitalMember549300H0D90B41QTW7402022-01-012022-12-31ifrs-full:IssuedCapitalMember549300H0D90B41QTW7402022-12-31ifrs-full:IssuedCapitalMember549300H0D90B41QTW7402021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300H0D90B41QTW7402022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300H0D90B41QTW7402022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300H0D90B41QTW7402021-12-31ifrs-full:RetainedEarningsMember549300H0D90B41QTW7402022-01-012022-12-31ifrs-full:RetainedEarningsMember549300H0D90B41QTW7402022-12-31ifrs-full:RetainedEarningsMember549300H0D90B41QTW7402021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember549300H0D90B41QTW7402022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember549300H0D90B41QTW7402022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember549300H0D90B41QTW7402021-12-31ifrs-full:NoncontrollingInterestsMember549300H0D90B41QTW7402022-01-012022-12-31ifrs-full:NoncontrollingInterestsMember549300H0D90B41QTW7402022-12-31ifrs-full:NoncontrollingInterestsMember549300H0D90B41QTW7402021-12-31549300H0D90B41QTW7402023-01-012023-12-31ifrs-full:IssuedCapitalMember549300H0D90B41QTW7402023-12-31ifrs-full:IssuedCapitalMember549300H0D90B41QTW7402023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300H0D90B41QTW7402023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300H0D90B41QTW7402023-01-012023-12-31ifrs-full:RetainedEarningsMember549300H0D90B41QTW7402023-12-31ifrs-full:RetainedEarningsMember549300H0D90B41QTW7402023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember549300H0D90B41QTW7402023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember549300H0D90B41QTW7402023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember549300H0D90B41QTW7402023-12-31ifrs-full:NoncontrollingInterestsMember549300H0D90B41QTW7402023-12-31cmn:ConsolidatedMember549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember1549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember1549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember2549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember3549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember4549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember5549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember1549300H0D90B41QTW7402023-01-012023-12-31cmn:ConsolidatedMember2549300H0D90B41QTW7402022-01-012022-12-31cmn:ConsolidatedMemberiso4217:DKKxbrli:pure