Capnor Connery HoldCo A/S
Annual report for
1 October 2022 – 30 September 2023
Capnor Connery HoldCo A/S
c/o Conscia AS
Kirkebjerg Parkvej 9, 2. sal, 2605 Brøndby
CVR 39 01 89 77
The Annual Report was presented and adopted at the
Annual General Meeting of the Company on 17
November 2023
Chair of the meeting
Content
Learn more about Conscia Group.
Watch our brand movie here
.
conscia.com/about-us/
Key figures 4
Management review 5
Management’s statement 14
Independent Auditor’s Report 15
Consolidated financial
statements 19
Income st atement 19
Other comprehensive income 19
Balance sheet 20
Statement on changes in equity 21
Statement of cash flows 22
Notes 23
Parent Company 58
Capnor Connery HoldCo A/S -Annual Report 2022/23
3
Company Information
CVR No: 39 01 89 77
Municipality of reg. office: B røndby
Financial year: 6
th
financial year
Financial period: 1 October 2022 - 30 September 2023
Erik Gunnar Bertman
Jacob Bryde Christensen
Morten Marc Hübbe (Chairman)
Sisse Fjelsted Rasmussen
Rolf Ernst Torsøe
Emil André Schacher
Anne Sophie M Lotgering
Jacob Gustav Brandt
CVR No: 33 77 12 31
Company
Executive Board
Board of Directors
Auditors
4
Key figures
Financials FY 2023
32%
Reven ue gro w th
primarily due to
organic growth
4,337m
Reven ue (DKK)
24%
N o rma lized E BITDA
Growth
primarily due to
organic growth
434m
N o rma lized E BITDA
(DKK)
For definition of key ratios, see accounting policies.
*The consolidated f i gu r es for 201 9 on ly include operating activities for a five mon ths period from 1 May to 30 September 2019 as
Conscia A/S, including the Conscia group of companies, was acquired on 30 April 2019.
**Normaliz ed reported EBITD A is adjusted for non-recurring items . The majority of the Group’s no n-recurring costs are relat ed to
M&A activity, associated due diligence and integration costs.
Capnor Connery HoldCo A/S -Annual Report 2022/23
30 September 30 September 30 September 30 September 30 September
2023 2022 2021 2020 2019
FINANCIAL RATIO (%)
12 months 12 months 12 months 12 months 9 months*
Revenue growth 32% 19% 20% - -
Gross margin 25% 28% 31% 30% 20%
EBITDA ratio 9% 9% 10% 10% 1%
Normalized EBITDA ratio 10% 11% 11% 11% 8%
Return on assets 4% 2% 2% 2% -1%
Solvency ratio 28% 32% 35% 36% 37%
Return on equity -4% -6% -6% -6% -7%
OTHER
Average number of employees (FTE) 947 907 852 709 526
Independent Audi tor’s Report Financials Parent companyManagement’s statement
Management review
30 September 30 September 30 September 30 September 30 September
tDKK
2023 2022 2021 2020 2019
INCOME STATEMENT
12 months 12 months 12 months 12 months 9 months*
Revenue 4,336,926 3,276,594 2,750,112 2,292,705 790,626
Gross profit 1,079,593 920,663 848,085 678,393 160,506
EBITDA 391,689 286,049 269,612 224,898 6,093
Normalized EBITDA** 434,343 351,441 308,912 257,314 63,356
Result before financial items 214,046 115,927 110,498 79,702 (47,247)
Net financials (239,024) (194,474) (192,275) (179,778) (68,787)
Result for the period (64,430) (98,636) (98,499) (102,465) (111,974)
BALANCE SHEET
Total assets 5,114,304 4,941,089 4,658,064 4,615,642 4,237,143
Addition property, plant and equipment 20,456 15,799 16,265 29,353 3,703
Equity 1,454,096 1,557,974 1,617,977 1,654,910 1,552,912
CASH FLOW
Cash flow from operating activities 242,047 5,234 30,043 18,453 (90,671)
Cash flow from investing activities (143,798) (84,929) (126,189) (261,000) (1,999,423)
Cash flow from financial activities 18,023 42,689 49,745 305,483 2,250,473
5
Some words from the CEO
I would like to thank our custome rs, employees and partne rs f or a rec ord st rong f inancial year 2022/2023. Revenue was DKK 4,337 mi lli on, co rresp ond ing
to a growth of 32% c ompared to last y ear, and normalize d EBITDA came to DKK 434 million, a growth of 24% compa red to last year. Unde rlying bus iness
was very strong, and both results exceede d our expe ctati ons due to a com bination of a good level of commercial ac tivity and a n ormalization of supply
chain issues experienced during 2021/22 related to the COVID pandemic.
We have furthe r strengthe ned our e ngagement with c ustome rs th rough our b road se rvices and solutio ns offering based on deep expe rtise in our co re
areas of Netwo rking, Security and Hybri d Cloud. Through ou r Netwo rk of Knowledge, we continue to make sure that ou r custome rs in every country will
get the best out of our over 1,000 employees across the group.
During the year, we welcomed many ne w colleagues, and we s triv e to be an attra ctive place to work. Our NPS sc ores from c ustome rs and employees a re
66 and 58, respectively, which are consi dered v ery high for t he indus try, and it gives us co nfide nce that we will stay relevant for both cust omers and
employees in the years to come.
We acquired three companies in 2022/23. Miradot in Sweden as well as ethc on and lifeco n in Ge rmany. These acquisitions has further strengthe ned ou r
competencies, and in Germa ny, our geog raphical reach has bee n expanded co nside rably. Our col labora tio n and innovation with large tech nology partne rs
are imp orta nt for our custome rs and f or Conscia’s success as well. At Co nscia, we are looki ng fo rward to continu ing to deliver services and solutions
enabling customers and the society as such to use the latest and greatest technology in a secure and reliable way.
Erik Bertman, CEO
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
6
Description of the company
The main activities of Capnor Connery Holdco A/S (the “ Company” or
the “Paren t Com pany”) consis t of ow ning the Cons cia group, incl udi ng
its di rect and i ndi rect subsid iaries (the “Group”), and capital s hares of
the affiliated com panies. The Pa rent Compa ny also emp loys the
Executive Management of the Group.
In the f oll owing sections, the management review w ill describe th e
development in the Group’s to p operating company Conscia A/S
(Conscia), and ad dress busi ness activities, strategy, sustainabi lity, and
risk management from the perspe ctive of Cons cia A/S. The governance
section covers the struc ture of the reporti ng entity, Capnor Conne ry
Holdco A/S.
Organizational structure
All companies in the Group are directly owne d 100% by Capnor
Connery Holdco A/S.
As of 30 September 2023, Conscia had 1020 employees, an increase of
7% (68 employees) since Septem ber 2022. 763 employees (77%) are
located outside Denmark.
Conscia in brief
Conscia is a lead ing Eu ropean IT specialist in networking, cy bersecu rity,
and c loud, providing sec ure infrastructure solutions and 24-7 managed
services to clients w ith a c omplex netwo rk, data ce nter, clo ud, IoT, and
mobility demands. Conscia delivers best-in -class technica l
competencies and insigh ts, and as a trusted a dvisor strives to s upp ort
customers’ bus iness-critical te chnology systems across the en tire life
cycle from design, implementation, operation, to optimization.
Founded in 2003, Conscia to day has over 1000 employees serving some
of the largest organ izatio ns within fina ncial services, healthcare, pub lic
sector, manufacturing, utilities, and retai l from offices in Denmark ,
Sweden, Norway, Germany, the Netherlands, and Slovenia.
Conscia aims to be the best place to wo rk in Europe for talen ted IT
specialists with deep technical expertise.
For more information, please visit www.conscia.com.
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
7
Ambition
Conscia’s ambition
The lo ng-term ambi tio n of Conscia is to become the prefe rre d
netwo rking, cy bersecurity, and cloud i nfrastruct ure partner in Europe
for c ustomers a nd vendo rs. We want to enab le secu re digitalizatio n
24/7 for organizatio ns and b uild a Conscia that at tracts, reta ins,
develops, and excites the best people in the industry.
Conscia strives to:
As a leading European IT specialist in netwo rking, cybersecurity, and
cloud, we provide se cure inf rastru ctu re solutions and 24-7 managed
services to c ustome rs w ith com plex ne two rk, data ce nter, cloud, IoT,
and mobility requirements. In doing this, we striv e to:
• Deliver best-in-class miss ion-c ri tical IT inf rastru ctu re & services
throughout the entire lifecycle.
• Be the most attractive and adm ired place to w ork for talente d IT
infrastructure & cybersecurity specialists.
• Contribute to the sustainab le transf ormation of society by
operating res ponsibly and transparently in te rms of environmental,
social, and ethical standards.
• Deliver continue d double-d igit EBITDA and revenue growth and
market share gains.
Strategy execution
In the f inanc ial year 2022/23, Conscia continued to execute its Netwo rk
of Know ledge strategy. The core of th is strategy and its ambit ion s
remain unchanged s ince the lau nch in 2019, and in 2022/23, Conscia
continued its focus on:
• Growing 24/7 Services: Conscia has accele rated the growt h in new
Service offerings, especially in the areas of cy bersecurity and
software-define d networking and strengthe ned focus onde livering
Services from anywhere in the Group to its customers.
• Strengthening Solutions: Conscia c ontinue d to s trengthen its
leadership in Cisco offerings and has expanded its expe rtise and
offerings to cover a broader strateg ic portfol io, including Palo Alto,
VM ware, Microsoft, and AWS in relevant areas.
• Becomi ng One Conscia: Consc ia continue to build compe tence and
common systems to ensu re cust omers ac ross our markets w ill
benefit f rom all ou r compe tence and offerings independe nt of
which country they engage in wi th Co nscia. Cons cia enables our
employees to work across our co unt ries in ea ch technology area to
offer a nd conne ct the best e xperts in the market. C onscia enable
this th ro ugh a common HR system and IT tools, and we further
developed our p rop rietary asset management system C NS as well
as common operation center platforms.
Our pe rfo rmance last year was recognized by several partner awards
from Cisco, Palo Alto Netw ork s, and VMware last y ear, showcasing ou r
expertise ac ross diverse te chnologies. These awa rds validate our
strategy of investing in people, knowledge, and market approach.
Financial review 2022/23
Revenue was DKK 4,337 million, correspon ding to a grow th of 32%
versus last year and above expe ctati ons of high single digit growt h.
Revenue gro wth was mainly driven by st rong sa les and commercia l
activities across the group, a nd by the n ormalization of the supply
change issues experience d during 2021/22 relate d to COVID.
Performa nce was particu larly strong in sale of ha rdwa re and soft ware,
supported by high grow th in software s ubscrip tions and a stable
growth in ou r services b usiness. The acqu isitions of Mi radot, ethcon
and lifecon late in the year ma de an a dditiona l minor contribution to
this strong perf ormance. Conscia continues to have a healthy mix of
organic and inorganic growth.
Normal ized E BITDA came to DKK 434 mi llion, a growth of 24% v ersu s
last year and above expectations of high sing le digit E BITDA growth.
This was mainly d riven by the s tro ng grow th in Revenue a nd associated
margins, further supported by strong cost control in our fixed cost base.
The number of employees grew by 68, driven by all other c oun trie s
than t he Netherlands, and also impacte d by the acquisitions of
Miradot, ethcon and lifecon.
Since spring 2023, Conscia’s supply chain has been normalized.
Management considers the results satisfactory.
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
8
Corporate Governance
This section covers the governance of Capn or Connery HoldCo A/S, bu t
as the main activities of Ca pnor Con nery HoldCo A/S consist of owning
Conscia and capita l sha res of the affil iated compa nies, any refe rence to
activities and c onditio ns in the Com pany refe r to Co nscia A/S apart
from Board of D irec tors and Exe cutive Board composition and
activities.
By virtue of its Priv ate Equity owne rship, Capnor Con nery Hold Co A/S is
subject to “Guidelines for responsible owners hip and good c orporate
governance” as def ined by the t rade association of Active in Owners
Denmark. The guidel ines are available at the we bsite
www.aktiveejere.dk
The organization of management is, among other th ings, based on th e
Danish Com panies Act, the Danis h Financia l Statements Act, and the
Company’s arti cles of associatio n. The Company has based its
corp orate gov ernan ce efforts on a two-tier system whe re the Boa rd of
Direct ors and the Executive Boa rd have two distinct roles. The
Executive Boa rd unde rtakes the operational management of the
Company, whe reas the Board of D irec tors de termines the overal l
company strategy and acts as an active sparring partner to th e
Executive Boa rd. In a ddition, the Boa rd of Di recto rs uses committee s
for spec ial tasks. Board meetings and au dit committee meetings are
held four to five times a year.
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
9
Share based remuneration
To encou rage common goals between key employees and the Group’s
strategy, an investment prog ram for management, external b oard
members, and a numbe r of employees was esta blis hed in 2019. P lease
see note 5 for further information.
Interest Rate risks
Conscia is e xposed to fluctuations in interest rates. The Group moni tors
interest rate develo pments a nd takes advice from advisors on how bes t
to mitigate the impact of changes in interest rates.
Currency risks
Conscia is exposed to currency fluctuati ons in the coun tries w here it
has its main activities. The risk relates prima rily to the rise/fall in USD,
as almost all hardware a nd software are purchased in USD. It is a Grou p
policy to seek to offset exchange- rate risks by matching revenue, as
well as posi tive cash flow, against costs in the same cu rrencies. If th is is
not possib le, the cu rren cy excha nge risk is hedged via fo reign excha nge
contracts. No speculative currency positions are taken.
Exchange rate fluctua tions related to the translation of the resu lts and
inter-Group balance of f oreign subs idia ries at the balance sheet date
consti tute a risk. The Grou p does not hedge this type of risk.
Conseque ntly, in the sh ort te rm, Conscia may be affected by excha nge
rate fluctuations re lated to the tra nslation of the resul ts and in ter-
Group balance of subsidiaries into DKK.
Credit Risk
Due to Conscia´s customer composition, whic h primarily consists of
public and large and robust companies, the c redit risk is assessed as
minimal – and mon itored daily by the Finance de partment, according
to Group policies.
Contractual risks
As Conscia’s business model is fou nded on extensive partne rships, it is
essential to secu re that vendor contracts, or other agreements do no t
impose abnormal ob ligations on Conscia nor are draf ted in an
unbalanced manner wi th regard to the pro tecti on of Conscia’s
business. Therefore, befo re entering any agreements, suppliers are
thoroughly evaluated regarding fina ncial solidity, delivery qua lity,
timeliness, and overall reliability, according to the Group’s policies.
IT risks
Conscia uses IT significantly and is vulnerable to interruptions of
operation and breaches of the established sec urity. Conscia has many
IT security specialis ts that assist its clients but als o support im proving
its own IT secu rity to ensu re that a high level of secu rity is always
maintained.
Additionally, an inte rnal IT Informa tio n Security Pol icy secures the
employees are kn owledgeab le about the best possible way of
minimiz ing the risk of exposing or losing data in case of accidents, the ft,
intentiona l and unin tentional data leaks or direct attacks. All
employees across the Gro up have been trai ned in the Security Po licy,
and proper adoption has been ensured.
The Audit Committee assists the Board of Di recto rs with reviews of
financia l repo rti ng processes, review of inte rnal control systems,
including risk management, and t he ongoing dialogue w ith the exte rna l
auditor.
Key risks
Conscia is exposed to unce rtain ties and risk factors, which may affect
some or all its activities. The group mo nit ors key risks to access and
mitigate their impact.
Employee risks
Conscia acknowledges that the em ployees are its most impo rtan t asset.
As Conscia’s bus iness model is founded on IT consultancy and exte nsive
partnerships, having the right competencies is vital.
Therefore, it is important that Conscia c ontinues to attract, retai n and
develop skilled employees, and thus, Conscia has initia ted severa l
activities to stre ngthen employer branding, employee experience, and
not least constant developme nt of skil ls and compe tenc ies in th e
organization. Failure to do so will negatively impact the continue d
development of the Group. The increased com petition for ne w
employees du ring the c ourse of the last year has resulted in talent
acquisition and attractio n being prioritize d as a key focus for the new
financial year.
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
10
Research and development activities
Conscia does not co ndu ct resea rch b ut continuously develops inte rna l
systems and tools to support its customers’ business.
Conscia is well-positioned in attractive markets that are impacte d by
several positive tren ds, e.g., shift to hyper-converged i nfrast ruc ture s
and software -defined ne twork s, cloud t ransforma tio n, increase d
cybersecurity risks, and cost of network fai lures. For 2023/24, C onscia
expects to de liver a normalized E BITDA (reported E BITDA adjusted for
non-re curri ng cos ts) in the range of DKK 470 million to DKK 520 m ill io n
and add mo re tha n 120 employees compared with 2022/23. The
majority of our non-re curring costs are related to M&A activity,
associated due diligence and integration costs.
This view is conside red to be the most l ikely scenario. However, globa l
events beyond the c ontrol of Conscia, such as the war in Ukrai ne,
increased inflat ion and interest ra tes, have increased the risk of a
European or Worldwide downturn. Conscia acknowledges that a
negative development in the genera l business environme nt could
impact Conscia’s ability to deliver the expected results.
Intellectual capital resources
To some exte nt, Conscia is dependent on at tracting and reta ining
employees who can c ontinue the developme nt of the core so lution s
and services. However, due to the size of our tec hnical reso urce poo l,
this risk is manageable.
Unusual events
In 2022/23 the longer delivery cycles, that were previously rep orte d in
2020/21 and 2021/22, returned to normal.
Uncertainty relating to recognition and
measurement
For a description re lated to u ncertainty relating to recognit ion and
measurement, a refere nce is made to note 2 – “Critical a ccounting
estimates and judgments”.
Outlook for 2023/2024
Ownership
NC CONNERY, L.P, acting by its gene ral partne r, NC CONNE RY GP
LIMITED, holds more than 5% of the shares in Cap nor Con nery Holdc o
A/S.
For a description of subse quent events, a refe rence is made to note 26
in the Consolidated Financial Statements.
Events subsequently to the financial year
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
11
Capnor Connery HoldCo A/S -Annual Report 2022/23
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
12
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
13
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
14
Executive Management
Board of Directors
Management review
Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
15
Independent Auditor’s Report
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
16
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
17
CVR No 33 77 12 31
mne28705
mne35483
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
19
Consolidated financial statements
Income statement Other comprehensive income
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
Note 30 September 2023
30 September 2022
Revenue 3 4,336,926
Expenses for raw materials and consumables
(3,020,902 ) (2,091,329 )
Other operating income
Other external expenses (236,431 ) (269,069 )
Gross profit 1,079,593 920,663
Staff expenses
4 (687,904 ) (634,613 )
EBITDA 391,689 286,050
Depreciation and amortization 6 (177,643 ) (170,123 )
Result before net financials 214,046 115,927
Financial income 7 3,813 8,744
Financial expenses 8 (242,837 )
(203,218 )
Result before tax
(24,978 ) (78,547 )
Income tax 9 (39,452 )
(20,089 )
Result for the period
(64,430 ) (98,636 )
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Result for the period (64,430 ) (98,636 )
Exchange differences on translation of foreign
operations
(87,169 ) (6,531 )
Hedging gains/loss (18,525 ) (1,503 )
Fair value adjustment of hedging intruments 11,106 18,525
Other comprehensive income for the period (94,588 ) 10,491
Total comprehensive income for the period (159,018 ) (88,145 )
20
Balance sheet
Assets
Equity & liability
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
30 September 30 September
tDKK
Note 2023 2022
Share capital 17 2,007 1,965
Share premium 2,009,356 1,954,257
Foreign currency translation reserve (92,368 ) (5,199 )
Hedging reserve 19 11,106 18,525
Retained earnings (476,005 ) (411,575 )
Total equity 1,454,096 1,557,973
Borrowings 18 1,951,278 1,951,046
Lease liabilities 13 88,117 77,933
Income tax payables 16,401 15,140
Deferred tax liabilities 12 140,096 164,809
Prepayments from customers 16 34,637 9,906
Other payables 14,642 12,959
Deferred income 16 135,760 104,083
Total non-current liabilities 2,380,932 2,335,877
Borrowings 18 82,461 84,605
Trade payables 508,289 454,589
Contract work in progress, liabilities 16 1,935 161
Lease liabilities 13 25,957 33,783
Income tax payables 47,015 19,366
Prepayments from customers 16 59,901 40,807
Payables to associates 0 364
Other payables 346,863 251,638
Deferred income 16 206,855 161,927
Total current liabilities 1,279,276 1,047,240
Total liabilities 3,660,208 3,383,117
Total equity and liabilities 5,114,304 4,941,089
30 September 30 September
tDKK
Note 2023 2022
Intangible assets 10 3,488,996 3,540,174
Property, plant and equipment 11 53,789 52,480
Right-of-use assets 13 110,054 109,149
Investments in associates 0 47
Other receivables 12,430 13,518
Prepayments 53,651 47,654
Total non-current assets 3,718,920 3,763,022
Inventories 14 169,792 117,795
Trade receivables 15 664,812 701,829
Contract work in progress, assets 16 50,275 36,416
Income tax receivables 3,244 3,295
Derivatives 19 24,579 28,452
Other receivables 139,192 60,034
Prepayments 100,016 98,779
Cash and cash equivalents 243,474 131,466
Total current assets 1,395,384 1,178,067
Total assets 5,114,304 4,941,089
21
Statement of changes in equity 1 October 2021 – 30 September 2022Statement of changes in equity 1 October 2022 – 30 September 2023
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
Share
capital
Share
premium
Foreign
currency
translation
reserve
Hedging
reserve
Retained
earnings
Total
Equity at 1 October 2021 1,946 1,926,135 1,332 1,503 (312,939 ) 1,617,977
Result for the period 0
Other comprehensive income 0 0 (6,531 ) 17,022 0 10,491
Total comprehensive income for the period 0
Transactions with owners in their capacity as owners:
Capital increase 19
Total transactions with owners 19 28,122 0 0 0 28,141
Equity at 30 September 2022 1,965 1,954,257 (5,199 ) 18,525 (411,575 ) 1,557,973
tDKK
Share
capital
Share
premium
Foreign
currency
translation
reserve
Hedging
reserve
Retained
earnings
Total
Equity at 1 October 2022 1,965 1,954,257 (5,199 ) 18,525 (411,575 ) 1,557,973
Result for the period 0 0 0 0 (64,430 ) (64,430 )
Other comprehensive income
Total comprehensive income for the period 0 0 (87,169 ) (7,419 ) (64,430 ) (159,018 )
Transactions with owners in their capacity as owners:
Capital increase 42 55,099 0 0 0 55,141
Total transactions with owners 42 55,099 0 0 0 55,141
Equity at 30 September 2023
Statement of cash flows
22
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK Note 30 September 2023 30 September 2022
Loss for the period (64,430 ) (98,636 )
Adjustments 27 461,878 387,477
Changes in net working capital 28 125,625
(56,247 )
Net cash flow from operating activities before interest and taxes paid 523,073 232,594
Interests received 2,251 3,624
Interests paid (235,532 ) (200,371 )
Income taxes paid (47,745 ) (30,612 )
Net cash flow from operating activities after interest and taxes paid 242,047 5,235
Purchase of intangible assets 10 (30,636 ) (22,913 )
Purchase of property, plant and equipment 11 (20,456 ) (15,799 )
Payment for acquisition of subsidiary, net of cash acquired 21 (92,706 ) (46,217 )
Net cash flow from investing activities (143,798 ) (84,929 )
Proceeds from borrowings 3,164 67,550
Repayment of lease liabilities 13 (40,283 ) (33,657 )
Cash capital increase 55,142 8,796
Cash flow from financing activities 18,023 42,689
Net cash flow for the period 116,272 (37,005 )
Cash and cash equivalents, beginning of the period 131,467 171,324
Effects of exchange rate changes on cash and cash equivalents (4,265 ) (2,852 )
Cash and cash equivalents at end of the period 243,474 131,467
Notes
1. Accounting policies
2. Critical accounting estimates and judgements
3. Revenue from contracts with customers
4. Employee costs
5. Share-based payment plans
6. Depreciation and amortization
7. Financial income
8. Financial expenses
9. Tax on profit for the year
10. Intangible assets
11. Property, plant and equipment
12. Deferred tax
13. Leases
14. Inventories
15. Trade receivables
16. Contract balances
17. Share capital
18. Borrowings
19. Financial risk management
20. Capital Management
23
21. Business combinations
22. Commitments and contingent liabilities
23. Fee to auditors appointed at the general meeting
24. Changes in liabilities arising from financial activities
25. Related parties
26. Events after the balance sheet date
27. Cash flow statement – adjustments
28. Cash flow statement – changes in net working capital
29. List of group companies
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
24
Note 1 Accounting policies
The Consolidated Finan cial Statements of the G roup have bee n
prepare d in accordan ce wit h International Fina ncial Reporting
Standards (IFRS) as adopte d by the EU as well as additional Danis h
disclos ure req uireme nts applying to entities of rep orting class C for
large enterprises.
Capnor Conne ry HoldC o A/S provides through its subsidiaries IT
solutions, cons ultancy, and services to some of the la rgest private
enterprises and public-sector organizations in the c oun tries in wh ic h
the Group is represented.
The Consolida ted Financial Statements have been prepa red under the
historical cost convention, except for derivative financial instruments
that are measured at fa ir value. The Consolidate d Financial Statement
are presented in Danis h Kroner (DKK), as this is the Parent Company's
functional curren cy . The financial stateme nts have been rounde d tothe
nearest thousand except when otherwise stated.
Reporting period
The reporti ng peri od for 2022/2023 and 2021/2022 cover the period 1
October to 30 September.
Basis of preparation
No signifi cant new IFRSs or IFRIC interpretatio ns have been
implemented in 2022/23 affecting the recogn ition and measurement in
the Consolidated Financial Statements.
There are no IFRSs or IFRIC interpretations that are not yet effective
that are e xpected to have a material im pact on the Consolidated
Financial Statements.
Basis of consolidation
The Consolidated Financ ial Stateme nts include Capnor Connery HoldCo
A/S and its direct and indire ct subs idiaries (togethe r, Group).
Subsidiaries are all ent ities over wh ich the Group has control. The
Group co ntrols an entity when the Group is exposed to, or has rights to,
variable ret urns from its involvement with the ent ity and ca n affect
those returns through its power to d irec t the activi ties of the entity.
Subsidiaries are ful ly consolidated f rom the date on wh ich control is
transferred to the Group. They are decons oli dated f rom the date tha t
control ceases.
Intercompany t ransactions, balances, and unrealized gains on
transactions between Group companies are eliminated. Unrealize d
losses are also elim inated unless the transaction provides evidence of
an impairment of the transferred asset.
Foreign currency translation
Functional
currency
Items included in the financial sta tements of each of the Gro up’s
entities are measured us ing the cu rre ncy of the primary economi c
environment in which the entity operates (‘the functional currency’).
Transactions and balances
Foreign cu rre ncy transac tio ns are translated in to the functiona l
curre ncy using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resu lting from t he settlement of
such transac tions and f rom the translation of monetary assets and
liabilities denominate d inf oreign cu rren cies at year end exchange rate s
are generally recognized in profit or loss.
The resu lts and financia l p osition of f oreign ope rations that have a
functional currency diffe rent f rom the G roup's prese ntation cu rre ncy
(DKK) are translated into the presentation currency as follows:
• assets and liabil ities for each balance sheet presented are
translated at the closing rate at the date of that balance sheet.
• income and e xpenses for each statemen t of profit or loss and
statement of com prehe nsive income a re translated at average
exchange rates (unless this is not a reasonable approximation of
the cumulative effect of the rates prevail ing on the transaction
dates, in whi ch case income and expenses are translated at the
dates of the transactions), and
• all resu lti ng exchange differences are recognized in other
comprehensive income.
Cash flow hedges
The Grou p uses derivatives (foreign currency forward cont racts) to
hedge its exposure to fo reign currency risk aris ing f rom its purchases of
goods and se rvices for resale de nominated in USD. These de rivatives
are designated as cash flow hedges for the purpose of he dge
accounting.
These derivative financ ial instruments are ini tially recognized at fair
value on the date on which the derivative co ntrac t is entered in to and
are subse quently remeasured at fair value. De rivatives a re carried as
other receivables whe n the fair value is positive and as other payables
when the fair value is negative.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
25
Provided the cas h flo w hedge is effective, changes in the fair value of
the he dging instrument are initially recognized in other comprehe nsive
income and taken to the hedging reserve in e quity. Any ineffect ive
portion of the change in the fair value of the hedging instrument is
recognize d di rect ly in the statement of p rof it or loss. The cash f low
hedge reserve is adjusted to the lowe r of the cum ulative gain orloss on
the hedging i nstrument and the cum ulative change in fair value of th e
hedged item.
The amount accumulated in othe r comprehe nsive income is reclassifie d
to profi t or loss as a re classificatio n adjustment in the same period or
periods during which the hedged cash flows affect profit or loss.
Business combinations
The acquisition method of accounting is used to acco unt for all
business combinations. The cons ideration t ransfer red for th e
acquisition of a subsidiary comprises the:
• fair values of the assets transferred
• liabilities incurred to the former owners of the acquired business
• equity interests issued by the Group
• fair value of any asset or liability resulting f rom a contingent
consideration arrangement, and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiab le assets ac qui red and l iabilities and contingent liabilitie s
assumed in a bus iness com binat ion a re, with limited exce ptions,
measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
The excess of the:
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisitio n-date fair value of any previous equity inte rest in the
acquire d entity over t he fair value of the ne t identifiable assets
acquire d is recorde d as goodwil l. If those amounts are less tha n the
fair value of the net i dentifiable assets of the busi ness acquired,
the difference is recognized directly in p rof it or loss as a bargain
purchase.
Revenue from contracts with customers
The Group generates revenue f rom the sa le of ha rdware, s oftwa re,
support services, and consu ltancy services. Revenue from c ontracts
with cus tomers is re cognized when con trol of the goods or services are
transferred to the customer at an amount that reflects the
consideration to w hich the G roup expects to be ent itle d inexchange f or
those goods or services.
Some contracts include mul tip le deliverables, such as the sale of
hardware as well as the sale of sof tware and consultancy services.
Management assesses whether each deliverable is dist inct. If the Group
provides a s ignificant serv ice of integrating the hardwa re and s oftwa re,
the deliverab les a re treated as one pe rformance ob ligation. If on the
other hand, the customer cou ld benefit separately f rom each derivable,
each derivable is treated as a separate performan ce obligation.
Therefore, each delivera ble is ac counted for as a separa te pe rfo rmance
obligation.
Where the contracts include multiple pe rformance o bligat ions, th e
transaction pri ce will be allocated to each pe rfo rmance obligation
based on the stand-alone selling prices. The sta nd-alone sel ling p rice s
of each performance obligation are always directly observable.
The Group has co ncl uded that it is the principal in its contracts with
customers. Fu rthe r de tails regardi ng th is judgement have bee n
provided in note 2 Critical accounting estimated and judgement.
The customer c ont racts do in general n ot inc lude any variable
consideration in the f orm of volume re bates, customer bonuses or
price concessions.
Revenue from the sale of hardware and software
The software sold by the Gro up is characterized as granting the
customer a righ t-to-use of the intellectua l property as the cus tome r
contracts for the sale of soft ware d oes not re quire the Group to
undertake activities that signif icantly affect the lice nse. Hardwa re is
operational only with specif ic softwa re and generally software and
hardware are sold together . Due to the interde penden cy between th e
software a nd ha rdware, the sof tware a nd the ha rdware is considere d
one performance obligation. Revenue is recognized upon delivery.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
26
Revenue from the sale of support services
Revenue related to the sale of support services is recognized over the
period in which the service is provided to the customer. Because the
customer receives and consumes the benefits of the services provided
as the Group performs, the performance obligation is satisfied over
time. Revenue is recognized on a straight-line basis.
The service periods vary between 1 to 5 years.
Consultancy services
Revenue related to the sale of consultancy services is mostly derived
through services with an hourly rate. Revenue generated from these
contracts is recognized in the amount to which the Group has a right to
invoice which corresponds directly with the value to the customer of
the Group's performance to date. Customers are invoiced monthly, and
consideration is payable when invoiced.
Some contracts for consultancy services related to large projects have a
fixed price. The revenue generated in relation to those contracts is
recognized over time based on hours incurred, or costs incurred,
relative to the total expected costs (production of completion method).
Expenses for materials and consumables
Expenses for mate rials and cons umables comprise the materials and
consumables consumed to achieve revenue for the year
Other external expenses
Other exte rnal e xpenses c omprise expenses for premises, sales, and
distribution as well as office expenses, etc.
Staff expenses
Staff expe nses comprise wages and sala ries as well as payro ll expense s
other than production wages.
Amortization, depreciation and impairment losses
Amortizati on, dep reciation and impa irment losses com pris e
amortizat ion, depre ciat ion and im pairment of intangible assets and
property , plant and equipment.
Other operating income and expenses
Other ope rating income and ot her o perating expenses comp rise item s
of a seconda ry nature to the ma in activities of the G rou p, including
gains and losses on the sale of i ntangib le assets, a nd property, plant
and equipment.
Financial income and expenses
Financial income and expe nses are recognized in the incom e
statements at the amounts that concern the financial year.
Interest expe nses include interest on financial liabi lit ies measured at
amortized cost.
Net f inancials include interes t income and e xpenses as we ll as
exchange rate differences on c urrent and n oncu rre nt capita l items,
allowances and surcharges unde r the advance- payment-of-tax scheme,
etc.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
27
Deferred tax assets and liabili ties a re offse t whe n t here is a legally
enforcea ble right to offse t current tax assets and lia bilities and whe n
the defe rred tax balances relate to the same ta xation aut hority. Curren t
tax assets and tax liab ili ties are offset w here the e ntity has a legally
enforcea ble right to offset a nd intends either to se ttle on a net basis, or
to realize the asset and settle the liability simultaneously.
Curre nt a nd deferred tax is recognized in profit or loss, except to the
extent that it relates to items recognized in other comprehe nsive
income or di rectly in e quity. In this case, the tax is als o recognized in
other comprehensive income or directly in equity, respectively.
Intangible assets
Goodwill
Goodw ill is measure d as desc ribed u nder the ac counting policy for
business com binations. Goodwill on acqu isitions of su bsidiaries is
included in intangible assets. Goo dwi ll is n ot amortized but it is teste d
for impa irment annua lly, or more frequent ly if events or changes in
circumstances indi cate that it m ight be impaired and is carried at cos t
less accumulated impai rment losses. Gains and losses on the disposa l
of an ent ity include the ca rrying amount of goodwill rela ting to th e
entity sold.
Goodw ill is allocated to cas h-generating u nits for the purpose of
impairment testing. The allo cation is made to those cash-gene rating
units or Groups of cash-gene rating units that are expected to benefit
from the bus iness com binat ion in which t he goodwil l arose. The units
or G rou ps of units a re i dentified at the lowest level atw hich good will is
monit ored f or inte rnal management purposes, being t he ope rating
segments.
Customer contracts, acquired rigths, software and trademark
Separately acqu ire d intangible assets are measure d at historical cost.
Custome r rela tio ns, technology and t rademark acquire d throug h
business com binations are recognized at fair value at the acqu isitio n
date. Except for trademark s, separately acqu ire d intangible assets have
a finite useful life and are subsequently carried at cos t les s
accumulated amortization and impairment losses.
The Group amo rtizes inta ngible assets with a finite usefu l life using the
straight-line method over the following periods:
• Customer contracts 10-15 y ears
• Software 1-5 years
• Acquired rights 5 y ears
• Trademark Infinite
Trademark with an indef inite useful life is not amort ized, but is teste d
for impairment annua lly, or more fre quently if events indicate that it
might be impaire d and is car ried at cost less accum ulated impairment
losses.
Property, plant and equipment
Prope rty, plant, and equipme nt are measure d at hist orical c ost les s
accumulate d depreciation. The cost in clu des expenditure that is
directly attributable to the acquisition of the items.
Prope rty, plant, and equipme nt are measure d at hist orical c ost les s
accumulate d depreciation. The cost in clu des expenditure that is
directly attributable to the acquisition of the items.
Income tax
The income tax e xpense or c redit for t he period is the tax payable on
the curre nt pe riod’s taxable income based on the appli cable inc ome ta x
rate for each jurisdiction ad justed by changes in de ferre d ta x assets and
liabilities att rib utable to temporary diffe rences a nd to unused ta x
losses.
The curren t income tax cha rge is calculated based on the ta x law s
enacted or substantively enacted at the ba lance sheet date in the
countries where the Compa ny and its subs idia ries ope rate and
generate ta xable inc ome. Management periodical ly evaluates positions
taken in tax re tu rns with respect to situations in which applicable ta x
regulation is s ubject to in terpretation. It establishes provisions, where
appro priate, based on am ounts expected to be paid to the ta x
authorities.
Deferred income tax is p rovided in full, using the liabili ty meth od, on
tempora ry differences arisi ng between the ta x bases of assets and
liabilities and their carrying amou nts in the cons olidated fina ncia l
statements. Deferred income tax is not accounte d for if it arises fro m
initial recognition of an asset or liability in a transaction ot her than a
business combination that at the time of the transaction affects neithe r
accounting no r ta xable p rofit or loss. Defe rre d income tax is
determined us ing tax rates (and laws) that have been e nacted or
substantia lly enacted by the end of the re porting peri od and are
expected to apply when the related defe rred income ta x asset is
realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized on ly if it is probable tha t future
taxable amounts wil l be available to utilize those tem pora ry diffe rence s
and losses.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
28
Assets and liabilities arisi ng from a lease are initia lly measured on a
present value basis. Lease liabil ities include the net present value of the
following lease payments:
• fixed payments (includi ng in-substance f ixed payments), less any
lease incentives receivable
• variable lease payment that are based on an index or a rate
• amounts expectedto be payable by the lessee under residual value
guarantees
• the exe rcise price of a pu rchase option if the lessee is reasona bly
certain to exercise that option, and
• payments of pe nalties for te rminating t he lease, if the lease term
reflects the lessee exercising that option.
The lease payments a re d iscounted us ing the inte rest rate implicit in
the lease, if that rate can be dete rmine d, or the Group’s incrementa l
borrowing rate.
Lease liabilities are subseq uent ly measured by in creasi ng the carryi ng
amount to refle ct inte rest on the lease lia bility and red uci ng the
carrying amount to reflect the lease payments made.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date
less any lease incentives received
• any initial direct costs, and
• restoration costs.
Variable lease payments are recognized on a straight-line basis as an
expense in profit or loss.
The Gro up has elected to recogn ize sho rt-te rm leases and leases of
low-value assets.
Impairment of non-current assets
Goodw ill and intangible assets with an indefinite useful l ife are not
subject to amo rtization and are tes ted annua lly f or impairment, or
more f requently if events or cha nges in circumstances indicate tha t
they might be im paire d. Other assets are teste d for impairment
whenever events or changes in circumstances indicate that the carryi ng
amount may not be re coverable. An im pairme nt l oss is recognized for
the amoun t by which the asset’s carrying amount exceeds its
recoverable amount. The recovera ble am ount is the highe r of an
asset’s fair value less costs of dis posal and value in use. For the
purposes of assessing im pairme nt, assets are grouped at the lowes t
levels for which there are sepa rately identifiab le cash inflows which are
largely indepe ndent of the cash inflows from other assets or groups of
assets (cash-generating units). Non -fina ncial assets othe r than goodw il l
that suffe red an impa irment are reviewed for possible rev ersal of the
impairment at the end of each reporting period.
Trade Receivables
Trade receivables are recognized initially at transaction p rice and
subsequently measured at amo rtized c ost using the effective interest
method, less loss allowance.
The Group holds the trade re ceivables with the o bject ive to colle ct th e
contractual cash flows and therefo re measures them subseque ntly at
amortized cost.
The carry i ng amount ofany com pone nt accou nted for as a sepa rate asset
is derecognized when re placed. All othe r repa irs and ma intena nce are
charged to p rofi t or loss d uring the repo rting peri od in wh ich they are
incurred.
Deprecia tions are ca lcula ted using the stra ight-line method, net of the ir
residual values over their estimated useful lives, as follows:
The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by com paring proceeds
with carry ing amo unt. These a re i nclu ded in p rof it or loss as other
operating income/expenses.
Leases
Leases are recognize d as a right-of-use asset and a corres ponding liability
at the date at wh ich the leased asset is available for use by the G rou p.
Each lease payment is a lloca ted between the liabili ty and finance cos t.
The finance cos t is charged to profit or loss over the lease period to
produce a consta nt periodic rate of inte rest on the remaining bala nce of
the l iabil ity for each pe rio d. The right-of-use asset is depre ciated over the
shorte r of the asset's useful life and the lease te rm on a stra ight-line
basis.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
• Land and buildings 1-13 years
• Other fixtures and fittings, tools and equipment 3-5 years
Capnor Connery HoldCo A/S -Annual Report 2022/23
29
Financial liabilities
Borrowings are initially recognized at fair value wh ich is generally
procee ds received, and net of transaction costs inc urre d. Subsequently,
borrowings are measured at amortized cost.
Borrowings are classi fied as c urrent liabilities unless the Group has an
unconditiona l right to defer settlement of the liab ility for at least 12
months after the reporting period.
Other finan cial liabi lities, includi ng trade and othe r payables, are on
initial recognit ion measured at fair value. The lia bilities are
subsequently measured at amortized cost.
Contract assets/ liabilities
A contract lia bility is the obligation to transfe r goods or services to a
customer f or which the Gro up has received conside ration (or an
amount of consideration is due) from the customer.
If a customer pays cons idera tion bef ore the Group t ransfers services to
the customer, a contract l iabi lity is recognized when the payment is
made, or the payment is d ue (whichever is earl ier). Co ntrac t liabil itie s
are recognized as revenue when the G rou p performs unde r th e
contract.
If the Gro up transfe rs se rv ices or goods to the cust omer, be fore
receiving payments, a contrac t asset is recognized when the services or
goods are transferred to the customer.
The Grou p applies the IFRS 9 simplified approach to measuring expected
credit losses whi ch uses a lifetime expe cted loss a llowa nce for a ll t rade
receivables.
See note 15 for a description of the G rou p’s impairment po lic ies for trade
receivables.
Receivables
Receivables are measured in the balance sheet at the amortised cost less
expected credit losses, which corresponds to nominal value less
provisions for bad debts.
Inventories
Inventories are measure d at the l ower of cost unde r the FIFO method and
net real izable value. The net real izable value of inventories is calcu lated
at the amount expected to be generated by sale of the inven tories in the
process of no rmal opera tions wi th deduction of se lling expenses. The net
realizable value is determine d allowing for marketability, obsoles cence
and development in expected selling price.
Prepayments
Prepayments recognized as an asset comprise pre paid e xpenses
regarding subsequent financial reporting years.
Cash and cash equivalents
Cash and cash equivalents comprises cash and bank balances.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Equity
Share Capital
Ordinary and p refere nce sha res are classifie d as equity. Incremental costs
direc tly attributable to the issue of new sha res are shown in equity as a
deductions, net of tax, from the proceeds.
Share Premium
Premium on iss ue of ordinary a nd prefe rence sha res are recognize d as
share premium.
Foreign currency translation reserve
Exchange differences aris ing on translation of the foreign c ontrolled
entity are recognized in othe r c omprehensive i ncome and accumulated in
a separate reserve within equ ity. The cum ulative amount is reclassified to
profit or loss when the net investment is disposed of.
Hedging reserv e
The hedging reserv e includes the cash flow hedge reserve and is used to
recognize the effective port ion of gains or losses on derivatives that are
designated a nd qual ify as cash flow hedges. Amounts are subsequently
either transfe rre d to the in itial cost of invento ry or reclassified to prof it or
loss as appropriate.
Dividends
A liabil ity is recognized for any divide nd declared, be ing app rop riate ly
authorized and no longer at the dis cretion of the en tity, on or befo re the
end of the repo rting pe rio d but not distribu ted at the e nd of the
reporting period.
Capnor Connery HoldCo A/S -Annual Report 2022/23
30
The fair value of financ ial ins trume nts that are n ot tra ded in an active
market is determine d using generally accepted valuation techni cs based
on observable inp uts f rom active markets. For f inancial liabili ties where
the fa ir value is disclosed, t he fair value is estimated by disc ounting
future contractual cash flows at the current market interest rate.
Cash flow statement
The cash flow stateme nt shows the Group's cash f lows f or the year
broken down by operating, investing, and fi nancing activities, changes f or
the year in cash and cash e quivalents as well as the Group's cash and cash
equivalents at the beginning and end of the year.
Cash flows from ope rating activities a re calc ulated as the ne t p rofi t/loss
for the year ad juste d for cha nges in working capital and no n-cash
operating items suc h as depreciation, amortization and impairme nt
losses, and provisions. Work ing capital c omprises cu rren t assets less
short-term debt excluding items included in cash and cash equivalents.
Cash flows f rom investing ac tivities comp rise cash f lows from acqu isitions
and d isposals of intangible assets, property, plant and e quipment as we ll
as fixed asset investments.
Cash flows from fina ncing act ivities com prise cash f lows f rom the raising
and repayment of long-te rm de bt a nd principa l element on lease
payments as well as payments to and from shareholders.
Key Figures
The financial ratios have been calculated as follows;
Gross margin; Gross profit x 100 / Revenue
EBITDA ratio; EBITDA x 100 / Revenue
Normalized EBITDA* ratio; EBITDA normalized x 100 / Revenue
Return on assets; Profit before financials x 100 / Total assets
Solvency ratio; Equity at the year end x 100 / Total assets
Return on Equity; Net profit for the year x 100 / Average equity
*Normalized reported E BI TD A is adjusted for non-recurring costs.
** Cash normalizedE BI TD A is including annual net-change in deferred income related to IFRS 15.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Share-based payments
The share-based payment agreements of the Group are c lassifie d as
equity-settled transactions, f or w hic h a cost is recognized in the incom e
statement, with a corres ponding increase in e quity over the period in
which the services are fulfilled.
The value of employee services is measure d at gran t date indirectly
with reference to the fair value of the equity instruments granted.
Under the e xisting sha re-based payment agreements of the Group, th e
shares acquire d by the employees are purchased onmarked te rms (i.e.
no discounts or abnormal privi leges have been afforded to the
employees). As a result, no costs associated with the s hare-based
payment agreements are to be recognized.
Further in format ion about the share-based payment agreement is
disclosed in note 5.
Investments and other financial assets/ liabilities
The Gro up uses the fair value c oncept inconnection wi th measurement
and disclosure re qui rements and f or the recogni tion of fina ncia l
instruments. The fair value is def ined as the pri ce that can be obta ined
by selling an asset or that mus t be paid to transfer an obligation in an
ordinary transaction between market participants (“exit price”).
Capnor Connery HoldCo A/S -Annual Report 2022/23
31
Note 2 Critical accounting estimates and judgements
In the prepa ration of the consolidate d financ ial s tatements according
to IFRS, Management is required to make certain estimates as many
financia l s tatement items that a re associated wi th signif ican t
estimatio n u ncertainty, must be estimated as the value of assets and
liabilities often depends on future events that are somewhat uncertain.
The judgments, estimates, and assumptions made a re based on
historical experie nce and factors that Management considers to be
reliable, bu t whic h by thei r very natu re a re associated wi th unce rtain ty
and unpredictability. These assumptions may p rov e i ncomp lete or
inco rrec t, and unexpe cted events orcircumstances may arise. The mos t
critical j udgments, estimates, and assumptions for the i ndividual item s
are described below.
Critical accounting estimates
Customer relations - useful lives
As part of the acq uisition of AX IV CON IV ApS on 30 April 2019, th e
acquisition of XevIT GmbH a nd Secoa AB in the year 2019/2020 and th e
acquisition of NET IT S erv ice A/S, Credocom A/S, Damecon B.V in the
year 2020/2021, RedLogic in the year 2021/2022 and Mi radot AB,
ethcon Gm bH and lifecon Gm bH in the year 2022/23 the Grou p
identified c ustome r relations as a separate in tangible asset. On 30
September 2023, the carrying amount of cust omer contracts amounts
to tD KK 690,122. The cust omer relations are amortized on a st raight-
line basis over the ir useful life. Management has estimated the useful
lives of the customer relati ons to be between 10 - 15 y ears depending
on the respective Group entity the customer relations are related to.
When estimating the usef ul lives management has co nside red among
other the expected ch urn-rate of the custome rs. However, the actual
useful life of the custome r relations may be sho rte r or longer. The
useful life of customer relations are reassessed annually.
Impairment
test of goodwill and trademark
The Group annua lly tests whether goodwill and tradema rk has suf fere d
any impairme nt, in accordance wi th the accoun ting pol icy stated in
note 1.
The recovera ble amo unts of cash-generating units have bee n
determined based on value- in-use ca lcula tions. These calculation s
require the use of estimates.
The estimates and assumptions are based on h istorical experience and
other fact ors, such as management e xpec tatio ns and o utl ook plans but
as by nature it is un certa in and unpredictable. Due to the risks and
uncertainties wh ich the Group is su bjec t to, actual ou tcomes may differ
from the estimates made.
Goodw ill and tra demark amounts to D KK 2,704 million and DKK 34
milli on, respectively and no impairment losses have been recognized in
the f inanc ial year 2022/2023. Informati on on the im pairme nt tests,
including critical assumptions are disclosed and described in note 10.
Critical accounting judgements
Identification
of performance obligations in solutions
Management has applied judgment in dete rmining whether a con trac t
for the sale ofsof tware, hardwa re and consultancy se rvices to design a
netwo rk solution com prises one or mo re perf ormance obligations. It is
Management’s assessment that d ue to the inte rdependency between
the hardware and the relate d software, these elements are not
separable within the context of the con trac t. Consequen tly, the
hardware a nd the relate d softwa re is treated as one perf ormanc e
obligation. Consultancy services are considered a separate
perfo rmance obligation due to the fact t hat an othe r pa rtner of the
hardware and softwa re manufa cturer would have t he pract ical ability
to design the network solution comprising the hardware and software.
Recognizing revenue as a principal
The Gro up has conclu ded that it is the princi pal in satisfying th e
perfo rmance obligations in all its co ntra cts with custome rs. As a resu lt,
the Group recognizes revenue on a gross basis.
In determ ining that the Gro up acts a principal (ra ther tha n an agent) in
satisfying its pe rforma nce obligations, the G roup has cons idere d the
nature of its promises with its customers
Management has assessed that the Gro up acts as a principle mainly
due to the following circumstances:
• the Group is primari ly responsible for fulfill ing the promise to
provide the specified good or service; and
• the G rou p has discretion in esta blishing the prices for the spec ified
goods or services.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
32
Note 3 Revenue
The Group derives revenue from the following product lines:
Revenue relate d to Solution is recognized at a point in time
and revenue related to Service is recognized over time.
Revenue recognised in the current rep orting pe rio d that
related to perf ormance o bligat ions tha t were satisfied in a
prior year.
The Gro up derives revenue in the f oll owing ma jor geographical
regions:
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Solution 3,392,783 2,455,678
Service 944,143 820,916
Total 4,336,926 3,276,594
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Denmark 1,564,223 1,205,856
Nordic ex. Denmark 1,217,306 775,986
Netherlands 844,549 687,890
Slovenia 302,908 263,342
Germany 407,940 343,520
Group 4,336,926 3,276,594
33
Note 4 Staff expenses & other external expenses
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Staff expenses
Other external expenses
Capnor Connery HoldCo A/S -Annual Report 2022/23
The drop in othe r e xternal e xpenses is mainly d riv en by a re duc tion of spec ial items which are
characte rized as non-recurri ng items of a material a nd exceptional natu re relate d to s pecial
project etc.
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Special items 42,654 65,310
Total 42,654 65,310
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Wages and salaries 558,489 518,371
Defined contribution plans 61,710 56,725
Other social security costs 66,138 53,161
Other staff costs 1,567 6,356
Total 687,904 634,613
Average number of employees 947 907
Executive Board and key management:
Wages and salaries 6,675 6,111
Pension plans 318 377
Other social security costs 10 9
Total 7,003 6,497
Board of Directors:
Board compensation 2,235 1,950
Total 2,235 1,950
Total compensation of key management 9,238 8,447
34
Note 5 Share-based payment plans
The Group has in 2019 introdu ced an incentive program for its
Executive Management and key employees, u nder which the
participants agree to purc hase shares in Capnor Connery HoldCo A/S.
The shares acquired by the participants under the prog ram comprise a
combina tion of ordina ry shares and prefe rence shares. The prefe renc e
shares have preference right to repayment of the amount invested plu s
dividend according to the shareholder agreement.
Under the program, the Gro up has a right, but not an ob ligation to
repurchase all sha res hel d by a participant prior to an e xit. The share s
may not be sold to a third party by the employees.
All shares acquire d un der the ince ntive p rogram are purchased by the
participants at market terms. The conside ration pa id by the partic ipants
therefo re corres ponds to the fair value of the s hares at the date of
acquisition. Accordingly, no discount has been aff orde d to the
participan t. The parti cipan ts have not re ceived any a bnormal privileges
by acquiring the shares either.
The shareholder agreement remains in f orce and effe ct for 11 y ears or
until an exit event occurs.
Because the sha res are acqu ire d by the parti cipa nts at mark et te rms,
no costs related to the incentive pr ogram has been recognized becaus e
no com pensation has been afforded. Accordingly, the incentive
program has no effect on the income statement or equity.
The following table shows the shares acqu ire d and outsta ndi ng as part
of incentive program at the beginning and end of the reporting period:
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
Number of preference
shares
Number of ordinary
shares
As at 1 October 2022 19,932,932 11,537,888
Issued during the year
(2,346,685) 129,071
As at 30 September 2023 17,586,247 11,666,959
Number of preference
shares
Number of ordinary
shares
As at 1 October 2021 18,529,589 11,047,607
Issued during the year 1,403,343 490,281
As at 30 September 2022 19,932,932 11,537,888
35
Note 6 Depreciation and amortization
Note 7 Financial income
Note 8 Financial expenses
Note 9 Tax on profit for the year
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK 30 September 2023 30 September 2022
Hedge reserve adjustment 0 5,120
Other financial income 3,813 3,624
Total 3,813 8,744
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Foreign exchange rate losses 63 48,432
Interest on lease liabilities (Right-of-use assets) 3,218 3,062
Hedge reserve adjustment 2,908 0
Interest on financial liabilities 236,648 151,724
Total 242,837 203,218
Uncertain tax position
The Dutch Tax authorities have, following a ta x revie w for 2018/19, increased t he ta xable inc ome f or
Consica NL in respect of inte rest rate deductibili ty for intragroup loans. Based on expert advi ce,
Management is of the view that the tax pos ition as original ly filed ca n be sustai ned. A lette r of
objection has been file d. Conseq uently, no liabil ity has been re cognised f or this un certai n tax
position. Should the Dutch tax auth orities be able to sustain their position, the estimate d payment
for the years up until 2022/23 amounts to 22,338 tDKK.
1 October 2022 to
1 October 2021 to
tDKK
30 September 2023 30 September 2022
Depreciation on property, plant and equipment 19,366 16,584
Depreciation on right-of-use assets 38,079 36,673
Amortisation on intangible assets 120,198 116,866
Total 177,643 170,123
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Current tax:
Current tax on profits for the year 74,924 44,922
Current tax on profits for previous years (1,980) (1,608)
Deferred tax on profit for the year (33,111) (23,432)
Deferred tax on profit for previous years (381) 207
Total 39,452 20,089
(5,495) (17,280)
Tax effects of:
Non-deductible expenses 5,358 7,632
Non-deductible interest 38,676 27,122
Tax related to previous years 2,318 (246)
Higher/lower tax rate in subsidiaries 209 1,870
Tax on other comprehensive income (1,614) 991
Total 39,452 20,089
Effective tax rate -158% -26%
Calculated 22.0% tax on profit for the year before income tax
36
Note 10 Intangible assets
30 September 2023 30 September 2022
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
Acquired
rights
Customer
contracts Goodwill
Software Trademarks Total
Cost:
At 30 September 2022
31,377
999,763 2,698,569
152,276 34,129
3,916,114
Additions through business
combinations
179 49,264 75,951
0 0
125,394
Additions during the year
7,596
0 0 23,040
0 30,636
Disposal during the year
(27)
0 0 0
0 (27)
Exchange difference 30 (23,510) (70,409) 0
0 (93,889)
At 30 September 2023 39,155 1,025,517 2,704,111
175,316 34,129
3,978,228
Accumulated amortisation and impairment:
At 30 September 2022
22,663 261,218 0 92,059
0 375,940
Amortization for the year
2,920 81,078 0 36,200 0
120,198
Disposal during the year
0 0 0
0 0 0
Exchange difference (5) (6,901) 0 0
0 (6,906)
At 30 September 2023 25,578 335,395 0 128,259 0
489,232
Carrying amount 30
September 2023
13,577 690,122 2,704,111 47,057
34,129 3,488,996
tDKK
Acquired
rights
Customer
contracts Goodwill
Software Trademarks
Total
Cost:
At 30 September 2021
28,057 966,177
2,658,080 132,725 34,129 3,819,168
Additions through business
combinations
0 34,716 42,280
0 0
76,996
Additions during the year
3,362 0
0
19,551 0 22,913
Disposal during the year
0 0
0 0 0
0
Exchange difference
(42) (1,130) (1,791)
0 0
(2,963)
At 30 September 2022
31,377 999,763 2,698,569
152,276 34,129 3,916,114
Accumulated amortisation and impairment:
At 30 September 2021
18,056 181,238
0 60,196 0 259,490
Amortization for the year
4,737 80,266 0
31,863 0 116,866
Disposal during the year
0 0
0 0 0 0
Exchange difference (130) (286) 0 0
0 (416)
At 30 September 2022 22,663 261,218 0 92,059 0 375,940
Carrying amount 30
September 2022
8,714 738,545 2,698,569 60,217
34,129 3,540,173
tDKK
Trademarks Goodwill Trademarks Goodwill
Cash-generating units:
Denmark
34,129 959,954 34,129 959,954
Sweden
0 417,220 0 411,872
Norway
0 217,316 0 255,383
Netherlands
0 717,877 0 718,562
Slovenia
0 218,559 0 218,793
Germany
0 173,185 0 134,005
Total 34,129 2,704,111 34,129 2,698,569
30 September 2023
30 September 2022
37
Impairment tests of goodwill and trademark
The Group tes ts w hether goodwi ll and trademark has suffe red any
impairment on an a nnual basis. For2023, no impairment l oss has been
recognized.
On 30 April 2019, the Company acquired, through a wholly-owne d
subsidia ry, 100% of the sha res in AX IV CON ApS, including Consia A/S
and its dire ct and in direct subs idia ries thus obtain ing co ntrol of the
business activities. During 2020/2021 the Group has acqu ired 100 % of
the shares in NET IT Services A/S (De nm a rk ), Credocom A/S (Denmark)
and Damecon BV (Nede rland). During 2021/2022 Capnor Conne ry
Hold Co A/S acqu ired th rough its wholly ow ned subsidiaries 100% of the
issued sha re capital of RedLogic B.V. (acquired 1 Octo ber 2021) in the
Netherlands. During 2022/23 Cap nor Con nery HoldCo A/S acqu ire d
thro ugh its who lly owne d subsidiaries 100% of the issued share cap ita l
of Mirad ot AB(acquire d 1 June 2023) inSweden and eth con GmbH and
lifecon GmbH (acq uire d 1 Augus t 2023) in Ge rmany – see n ote 21 for
further details.
Goodw ill re lated to the acquisition of Mirad ot A B, Ethc on GmbH and
Lifecon GmbH amounted to TDKK 67,120.
Goodw ill and tradema rks are mo nitored by Management at the level of
the countries of operation of the Group (cash genera ting units). As of
30 September 2023, the carrying amount of goodw ill and trademark s,
respectively, allocated to each cash generating units is shown below:
Note 10 Intangible assets
-continued
Customer contracts
Custome r contracts we re acq uire d through business combinations in
2019, 2020, 2021, 2022 and 2023. They are recognized at the ir fair
value at the date of ac quis iti on and are subsequently amor tized on a
straight-line basis. As of 30 September 2023, the carry i ng amount of
customer co ntra cts was tDKK 690,122. The Group estimates th e
remaining useful life of the customer contracts to be 5 - 15 years.
Software
Software com prises of an asset management too l and was acqu ire d
thro ugh the busi ness comb ination in 2019 of Co nscia Group. They are
recognize d at their fair value at the date of acquisition and are
subsequently amort ized on a straight -line basis. As of 30 Septembe r
2023, the carrying amount of softwa re was tDKK 47,057. The Group
estimates the remaining useful life of the software to be 1 - 5 years.
Trademarks
Trademarks are rela ting to the Conscia trademark and has a carryi ng
amount of tDKK 34,129 as of 30 Septembe r 2023. Trademarks are not
amortized, as the useful life is indefinite. The carrying amoun t of
trademarks is mainly related to the Conscia bra nd, which is consi dered
to have an indefinite useful life since the re is no foreseeable limit to
the peri od over which the bra nd is expected to generate net cas h
inflo ws. Factors that p layed a s ignif icant role in determin ing that th e
Conscia bra nd has an inde finite useful life are: i) the G rou p’s strategy is
based on the Conscia b rand and ii) acq uire d tradema rk s are conv erte d
to or co-branded with the Conscia brand.
Goodw ill and t rademark have been tested on each i dentified cash-
generating unit. The G rou p has six separate cash-generating un its,
represented by the geographical areas w here the Group ope rates -
Denmark, Sweden, Norway, Netherlands, Germany and Slovenia. The
Group tests whe ther goodwil l and trademark have suffered any
impairment on an ann ual basis. The recoverab le amount of each cas h
generating unit is de termined based on value -in-use ca lcula tions wh ich
require the use of assump tions. The ca lcula tions use cash f lo w
proje cti ons based on financ ial budgets approved by management
covering a five-year period.
Cashflows beyond the five-year pe ri od a re extrapolated using th e
estimated growth rates stated below. These gro wth rates are
consiste nt with f orecasts included in indus try rep or ts specific to the
industry in which the entity operates.
Key assumptions, l ong te rm gro wth rates and discount rates use d in th e
value-in-use calculations are as follows:
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
38
Note 10 Intangible assets
-continued
Projec tion of the revenue is base d on existing and new sales and
whether this su pports the Group's o perat ion. New sales is based on
historic grow th comb ined with Conscia's curren t p ipeline and the
expectation of a general increase in existing mark et.
EBITDA margin is the average margin as a pe rcentage of revenue ove r
the budget period. It is based on the cu rre nt sa les margi n levels and
expectat ions to sales m ix and the expectation that t he budgete d
increasi ng level of activity will have a positive spill-over effect on th e
Group's E BITDA margin. The average EBITDA Margin for the period
2024 – 2028, f or the 6 cash flow gene rating u nits, is inthe range 7-15%
(2023 – 2027: 8-18%).
The average EBITDA margin in percent is diffe rent between c oun trie s
due to whethe r goods, service c ontract or a t otal ente rp rise con trac t
are provided. The com position of the products s old affects th e
individual country's EBITDA margin.
The increas ing focus on the Service business wil l contribu te to an
increasing margin.
Marginal tax rate is the expected ra te over the f ive-year forecas t
period. It is based on each Country's current tax rate.
Description of assumptions
Average sales growth is the average annual gro wth rate over th e
budget peri od, wh ich is based onpast pe rforma nce and Management’s
expectat ions of market developme nt. The average sales g rowt h f or th e
period 2024 – 2028, for the 6 cash flow generating u nits, is inthe ra nge
6-50% (2023 – 2027: 5-20%).
Assumption at 30 September 2023
Assumption at 30 September 2022
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Sensitivity to changed assumptions
The calculated value in use of each cash-generating u nit is cons iderab ly
higher than the carrying amoun t, and the prepa red impairment tests
shows that goo dwill a nd trademark a re not impai red. In Management’s
opinion, no reasona ble likely change to the above-mentione d
assumptions will im ply that the car ry ing amount of each cash-
generating unit will exceed the value in use significantly.
Capnor Connery HoldCo A/S -Annual Report 2022/23
(%)
Marginal tax
rate
Long term
growth rate
Pre-tax
discount rate
Denmark
22.0 2.0
10.7
Sweden
20.6 2.0 10.7
Norway
22.0 2.0 11.7
Netherlands
25.8 2.0 10.8
Slovenia
19.0 2.0 12.0
Germany
30.0 2.0 10.4
(%)
Marginal tax
rate
Long term
growth rate
Pre-tax
discount rate
Denmark
22.0 2.0 10.6
Sweden
20.6 2.0 9.8
Norway
22.0 2.0 11.5
Netherlands
25.0 1.5 10.8
Slovenia
19.0 2.0 11.9
Germany
30.0 2.0 11.1
39
Note 11 Property, plant and equipment
30 September 2023
30 September 2022
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
Other fixtures and
fittings, tools and
equipment
Cost:
At 30 September 2021
74,510
Additions through business combinations
1,005
Additions during the year
15,799
Disposals during the year
(7,542)
Exchange adjustment
(289)
At 30 September 2022 83,483
Accumulated depreciation:
At 30 September 2021
21,817
Depreciation for the year
16,584
Disposals for the year
(7,317)
Exchange adjustment
(81)
At 30 September 2022 31,003
Carrying amount 30 September 2022 52,480
tDKK
Other fixtures and
fittings, tools and
equipment
Cost:
At 30 September 2022
83,483
Additions through business combinations
826
Additions during the year
20,456
Disposals during the year
(7,415)
Exchange adjustment
2
At 30 September 2023 97,352
Accumulated depreciation:
At 30 September 2022
31,003
Depreciation for the year
19,366
Disposals for the year
(6,897)
Exchange adjustment
91
At 30 September 2023 43,563
Carrying amount 30 September 2023 53,789
40
Note 12 Deferred tax
The deferred ta x in clude an amou nt of tDKK 1,426 whic h re lates to
carrie d-fo rward tax losses of xevIT GmbH who has in curred the losses
the previous years.
The gro up has concluded t hat the defe rred tax asset related to tax los s
carry forwa rd wi ll be re coverable using the estimated future taxable
income based on the a pproved bus iness plans and budgets for th e
subsidia ry. Both business plan and budgets s how the subs idiary is
expected to gene rate taxable income f rom 2023/24 and onwards. The
losses can be carried forward indefinitely and have no expiry date.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
30 September 2023 30 September 2022
Deferred tax at 1 October
(164,809)
(174,052)
Additions thorugh business combinations
(12,547) (8,957)
Deferred tax recognised in the statement of profit or
loss
33,111
23,432
Adjustment prior years
381
(207)
Deferred tax reccognised in other comprehensive
income
3,984
(5,034)
Exchange adjustment
(216)
9
Deferred tax at 30 September (140,096) (164,809)
Deferred tax relates to:
Intangible assets
(185,134)
(193,617)
Property, plant and equipment
682
594
Right-of-use assets
39
47
Contract assets and liabilities
492
(1,919)
Deferred expenses
(1,337)
(1,289)
Regulation on hedging instruments
(811)
(4,353)
Borrowing costs
13,111
10,619
Income for later taxation
(2,178)
(2,804)
Tax on loss carry forward
(1,426)
606
Deferred income
36,466
27,307
Total (140,096) (164,809)
Of which presented as deferred tax assets 0 0
Of which presented as deferred tax liabilities (140,096) (164,809)
Total (140,096) (164,809)
41
Note 13 Leases (Right-of-use assets)
Additions to the righ t-of-use assets du ring the 2022/2023 f inanc ial year we re tD KK
39,607 (2021/2022: tDKK 33,068).
The Group leases various properties and cars.
Most car leases have a lease term of 12 - 36 months. Most prope rty leases are
perpet ual and may be cancelled by eithe r the Gro up or the lessor at any pointafter the
non-cancellable pe rio d. Lease terms a re negotiated on an individua l basis a nd c ontain a
wide range of different te rms and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing purposes.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
30 September 2023 30 September 2022
Right-of-use assets:
Properties
70,355 78,986
Cars
39,699 30,163
Total 110,054 109,149
Lease liabilities:
Current
25,957 33,783
Non-current 88,117 77,933
Total 114,074 111,716
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Depreciation charge of right-of-use assets
Properties
17,578 16,923
Cars
20,501 19,750
Total 38,079 36,673
Interest expense (included in financial
expenses)
3,218 3,062
Total cash outflow from leases
40,283 33,657
42
Note 14 Inventories
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
30 September 2023 30 September 2022
Finished goods and goods for resale
169,792 117,795
Total inventories
169,792 117,795
Impairment for the year 2,929
3,687
Reversed impairment for the year
(2,490) (3,134)
tDKK
30 September 2023 30 September 2022
Trade receivable carring amount
668,725 703,869
Less allowance for impairment of trade
receivables
(3,913)
(2,040)
Trade receivables net
664,812 701,829
Current
508,564
598,571
More than 1 day past due
112,221 73,082
More than 30 days past due
17,542
16,522
More than 60 days past due
19,801 4,332
More than 90 days past due
10,597 11,362
Total 668,725 703,869
43
Note 15 Trade receivables
Trade re ceivables c lassifie d as current since they a re n on-i nte rest bea ring and a re
generally due for settlement within 30 days.
The Grou p applies the I FRS 9 simpl ified approach to measu ri ng expected cre dit losses
which uses a life time expected loss allowan ce for all trade receivables and contrac t
asset.
When dete rmining the expected cred it loss ra tes supp ortable info rmati on about past
events as well as cu rre nt and f uture economi c cond itions are considered. The historica l
credit losses experienced in previ ous years are ins ignificant. Adjusting the historica l
loss rates to ref lect current informatio n and Management's e xpec tations abou t
forward-looking i nforma tio n affecting the c ustomers ' ability to settle the receivables,
the Gro up has de termined the expected cre dit l oss as of 30 September 2023 to be
insignificant.
Trade re ceivables are written off whe n there is no reaso nable expectati on of rec overy.
Indicators tha t there is no reasonable expectation of recov ery include, amo ngst o thers,
when no dividend is expected to be received from a debtor's bankruptcy estate.
Further information about the Group's cre dit risk related to t rade rece ivables are
provided in note 19.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
30 September 2023 30 September 2022
Assets
Trade receivable
664,812 701,829
Contract work in progress, assets
50,275 36,416
Liabilities
Prepayments from customers
94,538 50,713
Contract work in progress, liability
1,935 161
Deferred income
342,615 266,010
44
Note 16 Contract balances
The Grou p has recognized t he fol lowing assets and lia bilities related to contracts with
customers:
Deferred income is the accrual of service con trac ts to cus tomers with a con trac t pe rio d
from 1 to 5 years where the Group has an ongoing delivery obligation to the customer.
Prepayments f rom custome rs re late to projects where the Group not yet has starte d
the project The project start will take place within the coming year.
The increase in tra de rece ivables and defe rred inc ome is re lated to the increase in
Revenue for the year and is particularly high at year end due to the increased level of
activity at the end of the financial year.
In addition to acq uisitions of a ne w c ompany, the Group has experienced continue d
organic gro wth in revenue throughout the y ear, with previous years' acquisitions of
companies co ntributing to this grow th. The g rowt h in revenue has led to an inc rease in
debtors.
The inc rease in p repayments f rom custome rs of DKK 43.8 million is related to several
large projects starting in the financial year 2023/2024.
Of the tota l balance of prepayment f rom c ustome rs and deferred income as of 30
September 2023, TDKK 266,756 is expected to be recognized as revenue w ithi n less
than 1 year, and TDKK 170,397 within 1-5 y ears.
As of 30 September 2023, the Grou p has a total o rde r backlog of MDKK 566
(2021/2022: 965MDKK) which is expected to be delivered w ith in the coming financia l
year.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
45
Note 17 Share capital
All shares have nominal value of DKK 0.01 and carry one vote.
The shares are non-negotiable instruments. Any transfer of shares are subject to consent of the Board of Directors.
Accord ing to the shareholders agreement the B-shares ca rry a righ t of a preferred re turn of 10-12% per year. Ho lders of A-
shares are only entitled to receive dividend when the preferred dividend on the B-shares have been fully paid.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
30 September 2023 30 September 2022 30 September 2023 30 September 2022
The share capital comprises:
Number of shares Number of shares Nominal value
tDKK
Nominal value
tDKK
A shares (ordinary shares) - fully paid
41,100,000 40,300,000 411,000 403,000
B shares (preference shares) - fully paid
159,600,000 156,200,000 1,596,000 1,562,000
Share capital
200,700,000 196,500,000 2,007,000 1,965,000
tDKK
30 September 2023 30 September 2022 30 September 2023 30 September 2022
Changes in share capital
Opening balance
403 398 1,562 1,548
Capital increase
8 5 34 14
Total
411 403 1,596 1,562
A-shares
B-shares
46
Note 18 Borrowings
The borrowings comp rise of acqu isition rela ted loans as we ll as a revolving c red it facility to fund the o ngoing
operations. All borrowi ngs are standing loans wh ich are s ubjec t to standard clauses and governa nce related
to gearing ratios of the Group.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
Interest rate
Effective
interest rate
Currency
Maturity
Carrying
amount
30 September 2023
Loan from credit institution Variable 10.5-11.2 %
DKK, EUR, NOK,
SEK
30 April 2026 1,871,278
Revolving Facility Variable 6.5 %
DKK 30 April 2025 80,000
Other credit institutions
Variable
6.4-7.1 %
DKK, USD, EUR,
NOK, SEK
30 April 2025 82,461
Total borrowings 2,033,739
tDKK
Interest rate
Effective
interest rate
Currency
Maturity
Carrying
amount
30 September 2022
Loan from credit institution Variable
7.7-9.6 %
DKK, EUR, NOK,
SEK
30 April 2026
1,819,895
Revolving Facility Variable 5.2 %
DKK 30 April 2025 80,000
Other credit institutions Variable 5.0-5.2 %
DKK, USD, EUR,
NOK, SEK
30 April 2025 135,756
Total borrowings 2,035,651
47
Sensitivity:
Profit or loss and equity is sensitive to higher/lower interest, cost on
borrowings as well as income f rom cash and cash equivalents as a
result of changes in interest rates.
Note 19 Financial risk management
Financial risk factors
The Grou p’s financia l liabili ties com prise borrowings, leases and trade,
and othe r payables. The main purpose of these financ ial liabilities is to
finance the G roup’s operations. The Group’s fina ncial assets inc lude
trade and other receivables and cash and cash eq uivalents. The Grou p
also enters derivative transactio ns for the purpose of hedging its
exposu re to foreign cu rren cy risks. It is the Group's policy that no
trading in derivatives for speculative purposes may be undertaken.
The Gro up is exposed to market risk (interest rate a nd f oreign excha nge
rate), credit risk and liquid ity risk. The Grou p's Management oversees
the management of these risk s on an o ngoing basis and responds to
those risks as appropriate.
Market risk
Interest rate risk
Interest rate risk is the risk that the fa ir value or f uture cash flows of a
financia l instrument w ill fluctuate because of cha nges in mark e t
interest ra tes. The G rou p’s main inte rest rate risk arises from long-term
borrowings wi th variable rates, which expose the Group to cash flo w
interest rate risk.
The Group is closely mo nitoring the inte rest rate development and in
close d ialog w ith adv isors. The Group's policy is not to hedge its
exposure to change in interest rates.
Management is aware of e xposu re to rising interest rates and accepts
the risk, as management c onside rs the cost of hedging to e xceed th e
risk .
The Group uses f oreign currency forward contrac ts to hedge its
exposu re to fore ign currency risk a risi ng f rom its purchases of goods
and services f or resale de nominated in USD. The Gro up hedges th e
follo wing c urrency, SEK, DKK, NOK, and EUR against USD according to
the Group 's fo reign currency risk pol icy. The fore ign cu rre ncy fo rward
contracts a re designa ted as hedging instruments incash flow hedges of
forecast purchases in USD. These forecast transactions are highly
probable.
Accordingly, it is the Group 's policy to hedge its e xposu re to f oreig n
curre ncy risk arisi ng from i ts p urchases of goods for resal e
denominated in USD, see further below. Consideri ng t hose hedges, the
Group's e xposu re on USD purchases is considered ins ignif icant. The
Group is fu rthe r e xposed to fo reign cu rrency risks f rom receivable s
denominated in E UR a nd USD. However, the Group's fina ncia l
instruments denominate d in EUR only create a lim ited ex posu re to th e
Group due to the fi xed DKK/E UR e xchange ra tes. The Gro up is furthe r
exposed to minor fo reign cu rren cy risk s from fina ncial instruments
denominated in SEK and NOK against DKK. Grou p Management does
however find that exposure immaterial.
The impact presente d in the above sensitivi ty analysis is based on th e
financia l assets and lia bilities as of 30 Septembe r 2023. The analysis
does not c onside r the im pact from repayments, p rocee ds etc. relate d
to the b orrowings. Management considers the sens itivity a nalysis to be
based on reasonably possible current market conditions.
Foreign
currency risk:
Foreign currency risk is the risk that the fair value or fu ture cas h flows
of an e xpos ure will fluctuate because of changes in foreign excha nge
rates.
The Grou p’s exposu re to the risk of cha nges in fo reign exchange rate s
relates primarily to the Group’s operating act ivities (when revenue or
expense is denom inated in a fo reign cu rren cy different f rom the
respective entity's functional currency).
The Group's exp osure to fore ign curre ncy is prima rily related to USD, as
most of the G roup's pu rchases of goods for resale are den ominate d in
USD.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Interest rates - increase by 100 basis points
18,970 18,577
Interest rates - decrease by 100 basis points
(18,970) (18,577)
1 October 2022 to 1 October 2021 to
tDKK 30 September 2023 30 September 2022
DKK/USD exchange rate - increase 10% 51,769 22,867
DKK/USD exchange rate - decrease 10% (51,769) (22,867)
Forward currency contracts hedging
contracts impact on post tax profit
48
The Grou p has establishe d procedu res for handling the cred it risk to
limit the risks and loss on receivables. Historically, losses on receivable s
are at a v ery low level.
There is an economic relations hip between the hedged items and th e
foreign currency f orwa rd c ont racts as the te rms of the hedging
instruments matc h the te rms of the expected highly probable f orecas t
transactions (i.e., notional amount and expected payment date). The
Group has esta blishe d a he dge rat io of 1:1 for the hedgi ng rela tionships
as the fo reign currency fo rwards are de nomi nated in the same cu rre ncy
as the highly probable future purchases of goods and services.
The gro up has the followi ng de rivative financial ins trume nts in the
following line items in the balance sheet:
Note 19 Financial risk management
- continued
Sensitivity
:
The following table demonstrates the sensi tivity to a reasonably
possible change in fore ign exchange rates for currency fo rward
contracts for ope rating activities. Fore ign currencies are translated at
the exchange rate on t he ba lance sheet date on30 September for resp.
2023 and 2022. W ith all other variables held c onstan t, the Group' s
profit is affected as follows:
See below for the movements in the Group's hedging reserve:
The impact presente d in the above sensitivi ty analysis is based on th e
financia l assets and financia l liabilities recognized as of 30 September
2023. All hedging relationships are assumed to be effective.
Management considers the sensitive analysis to be reasonably poss ible
based on the current market conditions.
Credit risk
Credit risk arises f rom cash a nd cash e quivalen ts, as well as cre dit
exposures to customers, including outstanding receivables.
The Group’s p rimary cred it exp osure is relate d tot rade receivables and
cash pos itions. The Group has no major e xposu re relating to one single
customer or business partner.
The hedged amount for foreign currency are below one year.
Liquidity risk
Management implies main taining sufficient cash a nd marketable
securities and the availability of f und ing th rough an a dequate amount
of comm itte d credit facilities to mee t obligati ons when due and to
close out market positions.
Management monitors rolling f orecasts of the G rou p’s liquidi ty reserve,
comprising the undraw n borrowing facilities and cash and cas h
equivalents based on expected cash flows.
Management monitors each month their forecasted cash flow for the
coming peri od. Current liquidity and the expected cash f low in th e
coming mo nths a re rep orte d to the Board of Dire cto rs in the m onth ly
reporting. The repo rt to the Boa rd of Direct ors presents th e
development of wo rking capita l and comments. Management
continuo usly foc uses on their working capital in order to continuously
optimize it.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
Total hedge reserve
Opening balance 1 October 2022
18,525
Change in fair value of hedging instrument
recognised in other comprehensive income (OCI)
(9,555)
Reclassified from OCI to profit or loss
2,136
Closing balance 30 September 2023
11,106
tDKK
30 September 2023 30 September 2022
Current derivates
Carrying amount of foreign currency forwards and
swaps - cash flow hedges.
23,080 28,452
Nominal amount
DKK/USD
6,555 32,890
EUR/USD
27,331 21,781
SEK/USD
14,865 0
NOK/USD
13,169 77,796
Average transactions rate
USD/DKK
6.98 7.39
EUR/DKK
7.45 7.44
SEK/DKK
0.65 0.68
NOK/DKK
0.67 0.74
tDKK
Less than 1
year
Between 1 and
5 year
More than 5
years
Total
As at 30 September 2023
Non-derivates
Borrowings
291,840 2,469,429 0 2,761,269
Lease liabilities
25,957 88,117 0 114,074
Trade payables
508,289 0 0 508,289
Other payables
346,863 14,642
0 361,505
1,172,949 2,572,188 0 3,745,137
Derivates
Forward currency contracts (asset)
24,579 0
0 24,579
tDKK
Less than 1
year
Between 1 and
5 year
More than 5
years
Total
As at 30 September 2022
Non-derivates
Borrowings
249,225 2,517,328
0 2,766,553
Lease liabilities
33,783 54,784
23,150 111,717
Trade payables
454,589 0
0 454,589
Other payables
251,636 12,959
0 264,595
989,233 2,585,071 23,150 3,597,454
Derivates
Forward currency contracts (asset)
28,452 0
0 28,452
49
Note 19 Financial risk management
- continued
This is gene rally carrie d out at the local level in the operating
companies of the group, in accordance with practice and lim its set by
the group. These lim its vary by location to cons ider t he liquidity of the
market in which the enti ty ope rates. In addition, the G roup’s liquidity
management pol icy involves projecting cash f lows in majo r currencies
and considering the level of liquid assets necessary to mee t these,
monit oring balance sheet li quidity rat ios agains t interna l and exte rna l
regulatory requirements and maintaining debt financing plans.
The Group has an undrawn facility at DKK 242 million (169 million).
Maturity analysis
The tables below analyze t he G rou p’s financial liabi lit ies into relevant
maturity groupings based on their contractual maturities.
The amoun ts disclosed in the tab le a re the contractual und iscounte d
cash flows ( incl udi ng inte rest payments, based on the cu rrent interes t
rate). Balances due w ithin 12 months equa l the ir carryi ng balances as
the impact of discounting is not significant.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
50
Note 19 Financial risk management
- continued
Measurement and fair value hierarchy
The fair value of forwa rd currency c ont racts (level 2) is determine d
using valuation techniques wh ich maximize the use of observable
market data. The present value of future cash flows are based on the
forward exchange rates at the balance sheet date.
For currency he dging of the future purchase of go ods in USD, the Grou p
has entered forward excha nge contracts of total tDKK 381,233.
Compared to forward prices at the Group balance date, the contracts
have a fair value of tDKK 24,579. The unrealized gain is recognized in
the equity.
The to tal financ ial liabilities amounts to tDKK 2,656,102 (level 3). The
Group has assessed the cred it sp read to ref lect the market credit risk.
The carrying value of f inancial l iabil ities measured at amo rtized cost is
not considered to differ significantly from fair value.
For all other financial instrume nts, not measure d at fair value, the fair
value approximates their carrying amount.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
30 September 2023 30 September 2022
Derivates
Financial assets and liability (-) at fair value
Forward currency contracts
24,579 28,452
Total
24,579 28,452
Financial assets
Financial assets at amortised cost:
Trade receivables
637,949 701,829
Cash and cash equivalents
243,474 131,466
Total
881,423 833,295
Financial liabilities
Liabilities at amortised cost:
Borrowings (current and non-current)
2,033,739 2,035,651
Lease liabilities (current and non-current)
114,074 111,717
Payables to associates
0 364
Trade payables
508,289 454,589
Total
2,656,102 2,602,321
51
Note 20 Capital management
The Group´s objectives when managing capital are to:
Safeguard ou r a bility to continue as a going concern, so that we ca n
provide retu rns for shareh olde rs and be nefits f or other stakeho lders
and maintain an optimal capital structure to reduce the cost of capital.
During 2023/2024, the G rou p ´s strategy is to mainta in a net debt /
EBITDA LTM** in the range between 4-6, as in 2022/2023.
Loan covenants
Under the terms of the majo r b orrowing facilities, the G roup is requ ire d
to comply with the following financial covenant:
The consolidate d net de bt* divided by the E BITDA LTM**, must not
exceed 9.25.
The Group has complied with th is covenant throughout the repo rti ng
period.
*Net debt definition: Loans mi nu s c ash in hand.
**EBIDTA LTM: EBIDTA post any M&As and restructuring
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
52
Note 21 Business combinations
Acquisition of Miradot AB and Ethcon GmbH and Lifecon
GmbH
During 2022/2023 Capnor Conne ry Hold Co A/S acquired through i ts
wholly owne d su bsidiaries 100% of the issued share capital of Mi radot
AB (acqu ired 1 June 2023) inSweden and of Ethcon GmbH and Lifecon
GmbH (acq uired 1 August 2023) in Germany. The companies provide IT
solutions, cons ultancy and services. The acq uisitions a re imp orta nt to
bring Conscia close r tothe position as one of Eu ro pe's lea ding se curity
and IT infrastructure partners.
Details of the purchase consideration, the net assets acquired, and
goodwill are as follows:
The goodwi ll is attri butable to the workforce and the h igh profitab ility
of the acquired business. It will not be deductible for tax purposes.
At the time of approval of the annual re port f or the financial yea r
2022/23, the purchase price allocation has bee n starte d but not yet
completed.
The fair value of acq uire d trade receivables is tDKK 22,666 which in all
material respects corresponds to the g ross c ontractua l amount on date
of acquisition.
The acquired business contributed revenue and net profit of:
Revenue
for time of ownership
Miradot AB tDKK 8,435 for the period 01.06.2023-30.09.2023.
Ethcon GmbH and Lifecon GmbH tDKK 10,166 for the period
01.08.2023-30.09.2023.
Revenue full year effect
Miradot AB mDKK 30.1 for the period 01.10.2022-30.09.2023.
Ethcon GmbH and Lifecon GmbH mDKK 89.5 for the period 01.10.2022-
30.09.2023.
Net profit for time of ownership
Miradot AB tDKK 387 for the period 01.06.2023-30.09.2023
Ethcon GmbH and Lifecon GmbH tDKK -1,691 for the period
01.08.2023-30.09.2023
Net profit full year effect
Miradot AB mDKK 2.9 for the period 01.10.2022-30.09.2023.
Ethcon GmbH and Lifecon GmbH mDKK 8.7 for the period 01.10.2022-
30.09.2023.
Acquisition-related costs of tDKK 3,790 are included in other external
expenses in the income statement.
The above figures f or the individua l com panies are the management' s
best estimate.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
Miradot AB
Ethcon GmbH and
Lifecon GmbH
Cash
7,292 4,765
Trade receivables
3,451
19,215
Inventories
0 970
Plant and equipment 103 610
Prepayments 79 0
Other receivables 23 6,755
Intangible assets: Customer contracts 23,746 25,519
Trade payables (6,164) (4,976)
Deferred tax liability (4,892) (7,656)
Other payables (2,496) (26,613)
Net identifiable assets acquired 19,053 18,589
Goodwill 36,771 30,349
Net assets acquired 55,825 48,938
Cash flow from acquisition:
Consideration paid 55,825 48,938
Less cash received (7,292) (4,765)
48,533 44,173
53
Note 22 Commitments and contingent liabilities
Charges and security
As securi ty for bo rro wings and Group com panies’ bank commitments, secu rity inshares
for the G ro up com panies - Cap nor Con nery MidCo A/S, Capnor Conne ry Bid Co A/S, AX
IV Con A pS, Consc ia A/S, Cons cia Danmark A/S, Co nscia Nede rland B.V, Conscia Sverige
AB, Conscia Norge AS, NIL Skupina d.o.o, xevIT GmbH, Miradot AB, Ethc on Gm bH and
Lifecon GmbH have been issued.
Additionally, Capnor C onne ry HoldCo A/S has provided a sha re ple dge agreement and
guarantees for all the subsidiaries’ bank debt.
Furtherm ore, Cap nor Connery BidCo A/S has provided three bank gua rantees, one to
De Lage Landen,Holland and two to Helse Sør-Øst RHF, Norway .
Note 23 Fee to auditors appointed at the general meeting
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Audit fee to PwC
2,627 2,118
Other assurance engagements
0 4,492
Tax advisory services
451 1,244
Non-audit services
9,804 4,254
Total 12,882 12,108
54
Note 24 Changes in liabilities arising from financing activities
This section sets out an analysis of liabil ities arising from financing activities and
the movements in each of theperiods presented.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
tDKK
1 October 2022
Other
adjustments
Repayment
New
loan/leasing
30 September
2023
2022/2023
Current and non-current borrowings
2,035,651 (5,077) (43,440) 46,605
2,033,739
Current and non-current lease liabilities
111,716 0 (40,283) 42,641 114,074
Total liabilities from financing activities
2,147,367 (5,077) (83,723) 89,246
2,147,813
tDKK
1 October 2021
Other
adjustments
Repayment
New
loan/leasing
30 September
2022
2021/2022
Current and non-current borrowings
1,989,392 0 0 46,259 2,035,651
Current and non-current lease liabilities
117,631 0 (33,657) 27,742 111,716
Total liabilities from financing activities
2,107,023 0 (33,657) 74,001 2,147,367
55
Note 25 Related parties
NC CONNERY, L.P, acting by its gene ral partne r, NC CONNE RY GP
LIMITED, holds more than 5% of the sha res in Cap nor Con nery HoldC o
A/S and controls the Company.
The Group's structure is set out in the Management's Review.
Informatio n about Management's remune ration has been d isclose d in
note 4 and 5. The Group had the fo llowing tra nsactio ns with relate d
parties during the year:
Note 26 Events after the balance sheet date
No events have occurred aft er the end of the reporting period
that influence the evaluation of the Consolidated Financial
Statements.
Note 27 Cash flow statement - adjustments
Note 28 Cash flow statement - Changes in
net working capital
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Transactions with NC Connery GP Limited:
Capital increase
0 0
Consculting and service
24 28
Transactions with key management
Purchase of shares
1,734 6,000
Sales of shares
0 0
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Financial income
(3,813) (8,745)
Financial expenses
242,837 203,218
Tax on profit/loss for the year
39,452 20,089
Other adjustmenst
5,759 2,792
Depreciation and amortisation
177,643 170,123
Total 461,878 387,477
tDKK
30 September 2023 30 September 2022
Change in trade receivables
59,683 (207,839)
Change in contract assets
(12,084) 41,968
Change in prepayments
(7,157) (53,145)
Change in inventories
(51,026) (60,680)
Change in other receivables
(71,290) (37,392)
Change in derivatives
3,873 (26,880)
Change in other payables
43,087 49,571
Change in prepayments
43,825 22,853
Change in trade payables
42,560 204,439
Change in deferred income
74,518 10,858
Total 125,625 (56,247)
56
Note 29 List of group companies
The Group's subsidiaries on 30 September 2023 are set out
below:
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
Type Place of incorporation
Ownership
interest
Capnor Connery MidCo A/S
Subsidiary Brøndby, Denmark 100%
Capnor Connery BidCo A/S Subsidiary Brøndby, Denmark
100%
AX IV CON ApS Subsidiary Brøndby, Denmark
100%
Conscia Group A/S Subsidiary Brøndby, Denmark
100%
Conscia Danmark A/S Subsidiary Brøndby, Denmark
100%
Conscia Sverige AB Subsidiary
Stockholm, Sweden
100%
Miradot AB Subsidiary Stockholm, Sweden
100%
Conscia Norge AS Subsidiary Oslo, Norway
100%
Conscia Nederland B.V. Subsidiary Gouda, Nethersland
100%
NIL Podatkovne komunikacije, d.o.o. Subsidiary Ljubljana, Slovenia
100%
xevIT GmbH
Subsidiary Ettlingen, Germany
100%
Ethcon GmbH Subsidiary Hannover, Germany
100%
Lifecon GmbH Subsidiary Hannover, Germany
100%
Conscia U.S. Inc. Subsidiary Delaware, US
100%
58
Parent Company
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
59
Financial statements
Income statement
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
1 October 2022 to 1 October 2021 to
tDKK
Note 30 September 2023 30 September 2022
Revenue
9,721 0
Other external expenses (21,486) (1,518)
Gross profit (11,765) (1,518)
Staff expenses 2
(9,267) 0
EBITDA (21,032) (1,518)
Result before net financials (21,032) (1,518)
Financial income 3 23,377 20,681
Financial expenses
4 (2,806) (1,778)
Result before tax (461) 17,385
Income tax 5 (5,797) (2,731)
Result for the period 7 (6,258) 14,654
60
Balance sheet
Assets
Equity & liability
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
30 September 30 September
tDKK Note 2023 2022
Investments in subsidiaries 6 1,723,944 1,723,944
Income tax receivable 12,871 9,080
Total non-current assets 1,736,815 1,733,024
Receivables from group entities 343,632 293,245
Income tax receivable 5,904 4,240
Other receivables 6,700 0
Cash and cash equivalents 3,365 90
Total current assets 359,601 297,575
Total assets 2,096,416 2,030,599
30 September 30 September
tDKK Note 2023 2022
Share capital 2,007 1,965
Share premium 2,009,356 1,954,257
Retained earnings 22,458 28,716
Total equity 2,033,821 1,984,938
Income tax payables 16,401 12,553
Total non-current liabilities 16,401 12,553
Income tax payables 10,117 7,557
Payables to group enterprises 31,092 25,411
Other payables 4,985 140
Total current liabilities 46,194 33,108
Total liabilities 62,595 45,661
Total equity and liabilities 2,096,416 2,030,599
Contingent assets, liabilities and other financial
obligations
8
tDKK
Share capital
Share
premium
Retained
earnings
Total
Equity at 1 October 2022 1,965 1,954,257
28,716 1,984,938
Result for the period
0 0 (6,258) (6,258)
Capital increase 42 55,099 0 55,141
Equity at 30 September 2023 2,007 2,009,356 22,458 2,033,821
61
Statement of changes in equity 1 October 2022 – 30 September 2023
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
Statement of changes in equity 1 October 2021 – 30 September 2022
tDKK
Share capital
Share
premium
Retained
earnings
Total
Equity at 1 October 2021 1,946 1,926,135 14,062 1,942,143
Result for the period 0 0 14,654 14,654
Capital increase 19 28,122 0 28,141
Equity at 30 September 2022 1,965 1,954,257 28,716 1,984,938
Notes
1. Accounting policies
2. Staff expenses
3. Financial income
4. Financial expenses
5. Tax on profit for the year
6. Investments in subsidiaries
7. Distribution of profit
8. Contingent assets, liabilities and other financial obligations
62
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
63
Note 1 Accounting policies
The Annual Report of Capnor Connery Hol dco A/S - parent company
("the Compa ny") has been prepa red in accordance w ith the provisions
of the Dan ish Fina ncial Statements Act applying to e nte rprises of
reporting class B as well as selected rules applying to reporting class C.
'The Paren t Company Financial Statemen ts for 2022/2023 are
presented in Danish kroner (TDKK).
The accounting policies applied remain unchanged from last year.
Recognition and measurement
With refe rence to secti on 86(4) of the Danish Financ ial Statements Act
and to the cash f low stateme nt included in the Co nsolidated Fina ncia l
Statements of Ca pnor Connery Hold Co A/S, the Paren t C ompany have
not prepared a cash flow statement.
All expenses incurre d to achieve the earnings for the year are
recognize d in the i ncome stateme nt, including amortization,
impairment losses and provisions as well as reversa ls due to change d
accounting es timates of amounts that have previous ly been rec ognize d
in the income statement.
Assets are recognized in the balance shee t whe n it is probable tha t
future econom ic benef its attributable to the asset will flow to th e
Parent Company, and the value of the asset can be measured reliably.
Liabilities are recognized in the ba lance sheet when it is probable tha t
future econom ic benefi ts will flow out ofthe Pa rent Company, and th e
value of the liability can be measured reliably.
Assets and liabil ities are initially measured atcos t. Subsequently, assets
and liabilities are measured as described for each item below.
Net sales
Revenue is measure d at the cons ideration received and is rec ognise d
exclusive of VAT and net of discounts relating to sales.
Other external expenses
Other external expenses comprise costs for administration, etc.
Staff expenses
Staff expe nses comprise wages and sala ries as well as payro ll expense s
other than production wages.
Tax on profit/loss for the year
Tax for the year consis ts of curre nt ta x for the year and changes in
deferre d tax for the year. The tax attrib utable to t he pro fit for the yea r
is recognize d in the income stateme nt, whereas the ta x attributa ble to
equity transactions is recognized directly in equity.
The Company is jointly taxe d with who lly owned Dan ish and f oreig n
subsidia ries. The tax effect of the joi nt ta xatio n is allocated to
enterprises in proportion to their taxable incomes.
Investments in subsidiaries
Investments in subs idia ries a re measured at cost. Whe n the cos t
exceeds t he recoverab le amount, wr ite-down is made to th is l owe r
value.
Current tax receivables and liabilities
Curre nt tax liabilities and receivables are recognized in the balanc e
sheet as the expected taxable income for the year adjusted f or ta x on
taxable incomes for prior years and tax paid on ac count. Extra
payments and re payment unde r the on-a ccount taxation scheme are
recognized in the income statement in financial income and expenses.
Receivables
Receivables are measured in the balance sheet at the lower of
amortised cost and net realisable value, which corresponds to nominal
value less provisions for bad debts.
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
Name Place of registered office Share capital
Votes and
ownership
Capnor Connery Midco A/S
Brøndby, Denmark 1,717 100%
tDKK
30 September 2023 30 September 2022
Cost at 1 October 2022: 1,723,944 1,704,600
Addition for the year 0 19,344
Carrying amount at 30 Sep3ember 2022 1,723,944 1,723,944
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Interest paid to group enterprises (1,968) (1,675)
Other financial expenes (838) (103)
Total
(2,806)
(1,778)
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Interest received from group enterprises 23,380
20,681
Other financial income (3) 0
Total
23,377 20,681
1 October 2022 to 1 October 2021 to
tDKK
30 September 2023 30 September 2022
Wages and salaries (8,939) 0
Defined contribution plans (322) 0
Other social security costs (6) 0
Total (9,267) 0
Average number of employees 2 0
64
Note 2 Staff expenses
Note 3 Financial income
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Note 5 Tax on profit for the year
Note 6 Investments in subsidiaries
Investments in subsidiaries are specified as follows:
Capnor Connery HoldCo A/S -Annual Report 2022/23
Note 4 Financial expenses
1 October 2022 to
1 October 2021 to
tDKK 30 September 2023 30 September 2022
Current tax:
Current tax on profits for the year (4,446) (4,082)
Current tax on profits for previous years (1,351) 0
Total (5,797) (4,082)
tDKK
30 September 2023
30 September 2022
Retained earnings (6,258) 13,303
65
Note 7 Distribution of profit
The group compa nies are jo int ly and severally liable for tax on the join tly taxed in comes etc. of the Group.
Moreover, the gro up companies are jointly and severally liable for Da nish withholding ta xes by way of
dividend tax, tax on royalty payments, and ta x on unea rned income. Any subsequen t adjustments of
corporation taxes and withholding taxes may increase the Company’s liability.
Note 8 Contingent assets, liabilities and other financial obligations
Management review Independent Audi tor’s Report Financials Parent companyManagement’s statement
Capnor Connery HoldCo A/S -Annual Report 2022/23
