Capnor Connery HoldCo A/S
Annual report for
1 October 2023 – 30 September 2024
Capnor Connery HoldCo A/S
c/o Conscia A/S
Kirkebjerg Parkvej 9, 2nd floor, 2605 Brøndby
CVR 39 01 89 77
The Annual Report was presented and adopted at the
Annual General Meeting of the Company on 27
November 2024
Chair of the meeting
2
Content
Key figures
4
Management review
6
Management’s statement
16
Independent Auditor’s Report
17
Consolidated financial statements
21
Income statement 21
Other comprehensive income 21
Balance sheet 22
Statement on changes in equity 23
Statement of cash flows 24
Notes
25
Parent
Company
59
Learn more about Conscia Group.
Watch our brand movie here.
→ conscia.com/about-us/
Company Information
c/o Conscia A/S
CVR No: 39 01 89 77
Municipality of reg. office: Brøndby
Financial year: 7
th
financial year
Financial period: 1 October 2023 - 30 September 2024
Erik Gunnar Bertman
Jacob Bryde Christensen
Morten Marc Hübbe (Chairperson)
Sisse Fjelsted Rasmussen
Jacob Gustav Brandt
Rolf Ernst Torsøe
CVR No: 33 77 12 31
Company
Executive Board
Board of Directors
Auditors
3Capnor Connery HoldCo A/S - Annual Report 2023/24
Capnor Connery HoldCo A/S - Annual Report 2023/24 4
Financials FY 2024
5%
Revenue growth
4,563m
Revenue (DKK)
17%
Normalized EBITDA
growth
510m
Normalized EBITDA
(DKK)
For definition of key ratios, see material accounting policy information.
*Normalized reported EBITDA is adjusted for non-recurring items. The majority of the Group’s non-recurring costs are related to
M&A activity, associated due diligence and integration costs.
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Key figures
30 September 30 September 30 September 30 September 30 September
tDKK 2024 2023 2022 2021 2020
INCOME STATEMENT
12 months 12 months 12 months 12 months 12 months
Revenue 4,562,961 4,336,926 3,276,594 2,750,112 2,292,705
Gross profit 1,197,915 1,079,593 920,663 848,085 678,393
EBITDA 396,701 391,689 286,049 269,612 224,898
Normalized EBITDA* 509,980 434,343 351,441 308,912 257,314
Result before financial items 217,931 214,046 115,927 110,498 79,702
Net financials (267,493) (239,024) (194,474) (192,275) (179,778)
Result for the period (103,082) (64,430) (98,636) (98,499) (102,465)
BALANCE SHEET
Total assets 5,972,787 5,587,685 4,941,089 4,658,064 4,615,642
Addition property, plant and equipment 24,123 20,456 15,799 16,265 29,353
Equity 1,329,659 1,454,096 1,557,974 1,617,977 1,654,910
CASH FLOW
Cash flow from operating activities 348,085 242,047 5,234 30,043 18,453
Cash flow from investing activities (284,353) (143,798) (84,929) (126,189) (261,000)
Cash flow from financial activities 24,455 18,023 42,689 49,745 305,483
30 September 30 September 30 September 30 September 30 September
2024 2023 2022 2021 2020
FINANCIAL RATIO (%)
12 months 12 months 12 months 12 months 12 months
Revenue growth 5% 32% 19% 20% -
Gross margin 26% 25% 28% 31% 30%
EBITDA margin 9% 9% 9% 10% 10%
Normalized EBITDA margin 11% 10% 11% 11% 11%
Normalized EBITDA growth 17% 24% 14% 20% -
Return on assets 4% 4% 2% 2% 2%
Solvency ratio 22% 26% 32% 35% 36%
OTHER
Average number of employees (FTE) 1,060 947 907 852 709
Some words from the CEO
Capnor Connery HoldCo A/S - Annual Report 2023/24 5
I would like to thank our customers, employees and partners for a record strong financial year 2023/24. We grew our Services business from DKK 944
million to DKK 1,122 million. Fastest growing services is our Managed Services that grew 21% to a record high level. Our normalized EBITDA came to DKK
510 million, a growth of 17% compared to last year. Underlying business was very strong, and both results exceeded our expectations due to a
combination of a good level of commercial activity and taking market share in most of our markets.
We have further strengthened our engagement with customers through our broad services and solutions offering based on deep expertise in our core
areas of Cybersecurity, Networking, and Hybrid Cloud. During the year we have also added Observability as a key part of our strategy. Through our
Network of Knowledge, we continue to make sure that our customers in every country will get the best out of our over 1,000 employees across the Group.
During the year, we welcomed many new colleagues, and we strive to be an attractive place to work. Our NPS scores from customers and employees are
77 and 57, respectively, which are considered very high for the industry, and it gives us confidence that we will stay relevant for both customers and
employees in the years to come.
In 2023/24 we acquired ITGL Limited in the UK and entered the UK market with a very strong customer and competence base. We also acquired Siemify
Software AB in Sweden to expand our security and observability portfolio with Splunk. Our collaboration and innovation with large technology partners are
important for our customers and for Conscia’s success as well. We have also during September and October 2024 signed agreements to acquire Kanari
Group in Norway to expand managed observability across the Nordics as well as PlanNet21 Group in Ireland to expand into Ireland. At Conscia, we are
looking forward to continuing 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
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Capnor Connery HoldCo A/S - Annual Report 2023/24 6
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Management review
Description of the company
The main activities of Capnor Connery Holdco A/S (the “Company” or
the “Parent Company”) consist of owning the Conscia group, including
its direct and indirect subsidiaries (the “Group”), and capital shares of
the affiliated companies. The Parent Company also employs the
Executive Management of the Group.
In the following sections, the management review will describe the
development in the Group’s top operating company Conscia A/S
(Conscia), and address business activities, strategy, sustainability, and
risk management from the perspective of Conscia A/S. The governance
section covers the structure of the reporting entity, Capnor Connery
Holdco A/S .
Organizational structure
All companies in the Group are directly owned 100% by Capnor
Connery Holdco A/S.
As of 30 September 2024, Conscia had 1060 employees, an increase of
12% (113 employees) since September 2023. 823 employees (78%) are
located outside Denmark.
Conscia in brief
Conscia is a leading provider of cybersecurity and networking solutions
for mission-critical IT infrastructure in large European organizations.
Conscia’s experts design, implement, and run innovative, customized IT
solutions across cybersecurity, networking, and hybrid cloud,
supporting our customers throughout their technology lifecycles.
Founded in 2003, Conscia is owned by private equity investor Nordic
Capital. With over 1,000 employees, Conscia serves large organizations
in finance, healthcare, manufacturing, utilities, retail, and the public
sector from offices in Denmark, Germany, Norway, Slovenia, Sweden,
the Netherlands, and the UK.
Conscia aims to be the best place to work in Europe for talented IT
specialists with deep technical expertise.
For more information, please visit www.conscia.com.
Capnor Connery
Holdco A/S
Capnor Connery
Midco A/S
Capnor Connery
Bidco A/S
AX IV Con ApS
Conscia A/S
Conscia
Danmark A/S
NIL d.o.o.
Conscia
Netherlands B.V.
Conscia Deutschland
GmbH
Lifecon GmbH
Conscia Norge AS
Conscia
Sverige AB
Conscia UK
HoldCo Limited
ITGL Limited
Conscia U.S Inc.
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
Capnor Connery HoldCo A/S - Annual Report 2023/24 7
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Ambition
Conscia’s ambition
The long-term ambition of Conscia is to become the market leader in
cybersecurity and managed services in Europe. We want to secure and
simplify technology use in society and be the first choice for
organizations with mission-critical infrastructure to secure and run
their networking and cybersecurity based on our leadership in
expertise and service levels.
Strategy execution
In the financial year 2023/24, Conscia has updated the business
strategy towards 2028/29. The ambition of the strategy is to become a
market leader as a cybersecurity and managed services company in
Europe.
The Core of the strategy relies on four pillars:
• Scale services: Conscia will continue to accelerate growth in Service
offerings, especially within managed services, and strengthened
the operation center platforms to deliver Services from anywhere
in the Group to customers.
• Scale cybersecurity: Conscia will seek to scale and expand offerings
to cover a broader strategic portfolio, including Palo Alto and
Microsoft. Hereunder strengthen our expertise to continue to be a
trusted and relevant partner to our customers.
• Transform software: Conscia seek to further develop our business
model, to accommodate marketplaces as a growing sales channel,
and will continue to develop our proprietary asset management
system CNS and expertise to support the customer lifecycle.
• Scalability: Conscia continue to build competence, common
systems and standardize processes to ensure customers across our
markets will benefit from all our competence and offerings
independent of which country they engage in with Conscia. Conscia
enables our employees to work across our countries in each
technology area to offer and connect the best experts in the
market. Conscia enable this through a common HR system and IT
tools.
Our performance last year was recognized by several partner awards
from Cisco, Palo Alto Networks, and VMware showcasing our expertise
across diverse technologies. These awards validate our strategy of
investing in people, knowledge, and market approach.
Financial review 2023/24
Revenue was mDKK 4,563, corresponding to a growth of 5% versus last
year and on expectations. Revenue growth was mainly driven by strong
sales and commercial activities across the group and performance was
particularly strong in sale of software subscriptions, strong growth in
our services business partly off-set by hardware and software sales.
The acquisitions of ITGL Limited and Siemify Software AB late in the
year made an additional minor contribution to this strong performance.
Conscia continues to have a healthy mix of organic and inorganic
growth.
Normalized EBITDA came to mDKK 510, a growth of 17% versus last
year and above expectations of high single digit EBITDA growth. This
was mainly driven by the mix in our Revenue and expansion of
associated gross margins, further supported by strong cost control in
our fixed cost base.
The number of employees grew by 113, driven by all other countries
other than Germany, and was also impacted by the acquisitions of ITGL
Limited and Siemify Software AB.
Management considers the results very satisfactory.
Capnor Connery HoldCo A/S - Annual Report 2023/24 8
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Corporate Governance
This section covers the governance of Capnor Connery HoldCo A/S, but
as the main activities of Capnor Connery HoldCo A/S consist of owning
Conscia and capital shares of the affiliated companies, any reference to
activities and conditions in the Company refer to Conscia A/S apart
from Board of Directors and Executive Board composition and
activities.
By virtue of its Private Equity ownership, Capnor Connery HoldCo A/S is
subject to “Guidelines for responsible ownership and good corporate
governance” as defined by the trade association of Active Owners
Denmark. The guidelines are available at the website
www.aktiveejere.dk
The organization of management is, among other things, based on the
Danish Companies Act, the Danish Financial Statements Act, and the
Company’s articles of association. The Company has based its
corporate governance efforts on a two-tier system where the Board of
Directors and the Executive Board have two distinct roles. The
Executive Board undertakes the operational management of the
Company, whereas the Board of Directors determines the overall
company strategy and acts as an active sparring partner to the
Executive Board. In addition, the Board of Directors uses committees
for special tasks. Board meetings and audit committee meetings are
held four to five times a year.
Gender diversity and composition of
Board of Directors and Executive Board
At Conscia, we are committed to fostering a diverse, unbiased, and
inclusive workplace where all employees, regardless of their race,
ethnicity, gender, sexual orientation, disability, age, religion, or any
other characteristic, are treated with respect, dignity, and fairness. We
believe that a diverse and inclusive workforce is not only essential for
our success but also reflects our core values and leadership principles.
It is our policy to place the best person in a position regardless of their
gender, orientation, ethnicity, religion, or other private considerations.
The Board of Directors is committed to fostering a dynamic and diverse
team, where members bring a rich blend of perspectives in terms of
age, experience, nationality, and gender. This ensures a well-rounded,
versatile board that can drive Conscia’s vision and strategy forward
with competence and innovation. As we seek new candidates for the
Board, we prioritize identifying those whose skills not only align with
Conscia’s needs but also enhance the board’s collective strength and
effectiveness.
As of 2024, the Board of Directors comprises four members, with
women making up 25% (one woman). Capnor Connery HoldCo A/S has
Other Management in Capnor Connery HoldCo A/S is currently
composed of 2 members, with women representing 0% (same as in
2023). As Other Management has only 2 members, equal gender
Bo ard o f D irectors 2024 2023 2022
Total numbers of members 4 6 5
Underrepresented gender in % 25 .0% 33.0% 40.0%
Other management 2024 2023 2022
Total numbers of members 2 2 2
Underrepresented gender in % 0.0 % 0.0% 0.0%
Capnor Connery HoldCo A/S - Annual Report 2023/24 9
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Share based remuneration
To encourage common goals between key employees and the Group’s
strategy, an investment program for management, external board
members, and a number of employees was established in 2019. Please
see note 5 for further information.
Interest Rate risks
Conscia is exposed to fluctuations in interest rates. The Group monitors
interest rate developments and takes advice from advisors on how best
to mitigate the impact of changes in interest rates.
Currency risks
Conscia is exposed to currency fluctuations in the countries where it
has its main activities. The risk relates primarily to the rise/fall in USD,
as almost all hardware and software are purchased in USD. It is a Group
policy to seek to offset exchange-rate risks by matching revenue, as
well as positive cash flow, against costs in the same currencies. If this is
not possible, the currency exchange risk is hedged via foreign exchange
contracts. No speculative currency positions are taken.
Exchange rate fluctuations related to the translation of the results and
inter-Group balance of foreign subsidiaries at the balance sheet date
constitute a risk. The Group does not hedge this type of risk.
Consequently, in the short term, Conscia may be affected by exchange
rate fluctuations related to the translation of the results and inter-
Group balance of subsidiaries into DKK.
Credit Risk
Due to Conscia´s customer composition, which primarily consists of
public and large and robust companies, the credit risk is assessed as
minimal – and monitored daily by the Finance department, according
to Group policies.
Key risks
Conscia is exposed to uncertainties and risk factors, which may affect
some or all its activities. The group monitors key risks to access and
mitigate their impact.
Employee risks
Conscia acknowledges that the employees are its most important asset.
As Conscia’s business model is founded on IT consultancy and extensive
partnerships, having the right competencies is vital.
Therefore, it is important that Conscia continues to attract, retain and
develop skilled employees, and thus, Conscia has initiated several
activities to strengthen employer branding, employee experience, and
not least constant development of skills and competencies in the
organization. Failure to do so will negatively impact the continued
development of the Group. The increased competition for new
employees during the course of the last year has resulted in talent
acquisition and attraction being prioritized as a key focus for the new
financial year.
The Board of Directors
Chairperson of Conscia’s Board of Directors, Morten Hübbe, was CEO of
Tryg A/S from 2011 to 2023, was a member of SimCorp A/S’ Board of
Directors from 2018 to 2023 and Chairperson of Siteimprove since
2020. Morten Hübbe has been Chairperson of Trustly since June 2023.
Board member Sisse Fjelsted Rasmussen holds a number of other
board positions, including with Demant A/S, Schouw & Co A/S, Hempel
foundation and Dades A/S, amongst others.
Board member Jacob Brandt is Investment Manager at Nordic Capital
and Board Observer at Trustly.
Board member Rolf Torsøe is Managing Director, Nordic Capital, and
board member of Signicat and Siteimprove.
Capnor Connery HoldCo A/S - Annual Report 2023/24 10
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Contractual risks
As Conscia’s business model is founded on extensive partnerships, it is
essential to secure that vendor contracts, or other agreements do not
impose abnormal obligations on Conscia nor are drafted in an
unbalanced manner with regard to the protection of Conscia’s
business. Therefore, before entering any agreements, suppliers are
thoroughly evaluated regarding financial solidity, delivery quality,
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 security. Conscia has many
IT security specialists that assist its clients but also support improving
its own IT security to ensure that a high level of security is always
maintained.
Additionally, an internal IT Information Security Policy secures the
employees are knowledgeable about the best possible way of
minimizing the risk of exposing or losing data in case of accidents, theft,
intentional and unintentional data leaks or direct attacks. All
employees across the Group have been trained in the Security Policy,
and proper adoption has been ensured.
The Audit Committee assists the Board of Directors with reviews of
financial reporting processes, review of internal control systems,
including risk management, and the ongoing dialogue with the external
auditor.
Research and development activities
Conscia does not conduct research but continuously develops internal
systems and tools to support its customers’ business.
Conscia is well-positioned in attractive markets that are impacted by
several positive trends, e.g., shift to hyper-converged infrastructures
and software-defined networks, cloud transformation, increased
cybersecurity risks, and cost of network failures. For 2024/25, Conscia
expects to deliver a normalized EBITDA (reported EBITDA adjusted for
non-recurring costs) growth in the range of 8% to 12% and add more
than 80 employees compared with 2023/24. The majority of our non-
recurring costs are related to M&A activity, associated due diligence
and integration costs. This outlook excludes acquisitions agreed after
the end of the financial year.
This view is considered to be the most likely scenario. However, global
events beyond the control of Conscia, such as the war in Ukraine,
variability in inflation and interest rates, have increased the risk of
uncertainty. Conscia acknowledges that a negative development in the
general business environment could impact Conscia’s ability to deliver
the expected results.
Intellectual capital resources
To some extent, Conscia is dependent on attracting and retaining
employees who can continue the development of the core solutions
and services. However, due to the size of our technical resource pool,
this risk is manageable.
Unusual events
No unusual events during 2023/24.
Uncertainty relating to recognition and
measurement
For a description related to uncertainty relating to recognition and
measurement, a reference is made to note 2 – “Critical accounting
estimates and judgments”.
Outlook for 2024/25
Ownership
NC CONNERY, L.P, acting by its general partner, NC CONNERY GP
LIMITED, holds more than 5% of the shares in Capnor Connery Holdco
A/S.
Information about treasury shares is shown in note 17 of the
consolidated financial statements.
Own shares
Capnor Connery HoldCo A/S - Annual Report 2023/24 11
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
For a description of subsequent events, a reference is made to note 26
in the Consolidated Financial Statements.
Events subsequently to the financial year
1. Identification of topics in accordance with
EU disclosure regulation (ESRS)
2. Addition of topics from other frameworks
e.g., SASB
3. Insights from existing material and
previous analysis
1. Long list of 18 potentially material ESG
topics
1. Value chain mapping to gather evidence
of Impacts, Risks and Opportunities (IROs)
2. Evidence gathered through internal and
external stakeholder interviews
1. Mapped Value Chain
2. Long list of >50 IROs
1. Identification of topics in accordance with
EU disclosure regulation (ESRS)
2. Addition of topics from other frameworks
e.g., SASB
3. Insights from existing material and
previous analysis
1. Conscia material topics identified and
placed on matrix
2. Conscia management agreement on
identified material topics
Topics:
Define the long list of potentially material
topics
Evidence:
Gather evidence of impact and financial
materiality
Impact and rating:
Assess and rate impact and financial
materiality
1 2 3
Step
Process details
Result
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Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
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Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Executive Management
Board of Directors
Capnor Connery HoldCo A/S - Annual Report 2023/24 17
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Independent Auditor’s Report
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mne28705
mne35483
CVR No 33 77 12 31
Capnor Connery HoldCo A/S - Annual Report 2023/24 21
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Consolidated financial statements
Income statement Other comprehensive income
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Result for the period (103,082 ) (64,430 )
Exchange differences on translation of foreign
operations
(1,837 ) (87,169 )
Hedging gains/loss (11,106 ) (18,525 )
Fair value adjustment of hedging intruments (411 ) 11,106
Other comprehensive income for the period (13,354 ) (94,588 )
Total comprehensive income for the period (116,436 ) (159,018 )
1 October 2023 to 1 October 2022 to
tDKK Note 30 September 2024 30 September 2023
Revenue 3 4,562,961 4,336,926
Expenses for raw materials and consumables (3,072,425 ) (3,020,902 )
Other external expenses (292,621 ) (236,431 )
Gross profit 1,197,915 1,079,593
Staff expenses 4 (801,214 ) (687,904 )
EBITDA 396,701 391,689
Depreciation and amortization 6 (178,770 ) (177,643 )
Result before financial items 217,931 214,046
Financial income 7 9,579 3,813
Financial expenses 8 (277,072 ) (242,837 )
Result before tax (49,562 ) (24,978 )
Income tax 9 (53,520 ) (39,452 )
Result for the period (103,082 ) (64,430 )
Capnor Connery HoldCo A/S - Annual Report 2023/24 22
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Balance sheet
Assets
Equity & liability
30 September 30 September
tDKK Note 2024 2023
Intangible assets 10 3,708,306 3,488,996
Property, plant and equipment 11 57,970 53,789
Right-of-use assets 13 105,625 110,054
Other receivables 68,771 12,430
Prepayments 442,726 271,386
Total non-current assets 4,383,398 3,936,655
Inventories 14 93,075 169,792
Trade receivables 15 521,379 664,812
Contract work in progress, assets 16 66,426 50,275
Income tax receivables 3,767 3,244
Derivatives 19 0 24,579
Other receivables 132,305 139,192
Prepayments 442,455 355,662
Cash and cash equivalents 329,982 243,474
Total current assets 1,589,389 1,651,030
Total assets 5,972,787 5,587,685
30 September 30 September
tDKK Note 2024 2023
Share capital 17 2,021 2,007
Share premium 2,001,341 2,009,356
Foreign currency translation reserve (94,205 ) (92,368 )
Hedging reserve 19 (411 ) 11,106
Retained earnings (579,087 ) (476,005 )
Total equity 1,329,659 1,454,096
Borrowings 18 2,050,888 1,951,278
Lease liabilities 13 79,015 88,117
Income tax payables 24,442 16,401
Deferred tax liabilities 12 114,133 140,096
Prepayments from customers 16 35,780 34,637
Other payables 56,960 14,642
Deferred income 16 555,362 355,377
Total non-current liabilities 2,916,580 2,600,549
Borrowings 18 0 82,461
Trade payables 428,229 508,289
Contract work in progress, liabilities 16 177 1,935
Lease liabilities 13 30,728 25,957
Income tax payables 70,828 47,015
Prepayments from customers 16 101,574 59,901
Derivatives 19 2,801 0
Other payables 510,565 346,863
Deferred income 16 581,646 460,619
Total current liabilities 1,726,548 1,533,040
Total liabilities 4,643,128 4,133,589
Total equity and liabilities 5,972,787 5,587,685
Capnor Connery HoldCo A/S - Annual Report 2023/24 23
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Statement of changes in equity 1 October 2022 – 30 September 2023Statement of changes in equity 1 October 2023 – 30 September 2024
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 0 0 (87,169 ) (7,419 ) 0 (94,588 )
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
tDKK
Share capital
Share
premium
Foreign
currency
translation
reserve
Hedging
reserve
Retained
earnings
Total
Equity at 1 October 2023 2,007 2,009,356 (92,368 ) 11,106 (476,005 ) 1,454,096
Result for the period 0 0 0 0 (103,082 ) (103,082 )
Other comprehensive income 0 0 (1,837 ) (11,517 ) 0 (13,354 )
Total comprehensive income for the period 0 0 (1,837 ) (11,517 ) (103,082 ) (116,436 )
Transactions with owners in their capacity as owners:
Capital increase 14 24,712 0 0 0 24,726
Treasury shares 0 (32,727 ) 0 0 0 (32,727 )
Total transactions with owners 14 (8,015 ) 0 0 0 (8,001 )
Equity at 30 September 2024
Capnor Connery HoldCo A/S - Annual Report 2023/24 24
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Statement of cash flows
1 October 2023 to 1 October 2022 to
tDKK Note 30 September 2024 30 September 2023
Result for the period (103,081 ) (64,430 )
Adjustments 27 495,354 461,878
Changes in net working capital 28 288,347 125,625
Net cash flow from operating activities before interest and taxes paid 680,621 523,073
Interests received 9,579 2,251
Interests paid (273,428 ) (235,532 )
Income taxes paid (68,687 ) (47,745 )
Net cash flow from operating activities after interest and taxes paid 348,085 242,047
Purchase of intangible assets 10 (47,668 ) (30,636 )
Purchase of property, plant and equipment 11 (24,123 ) (20,456 )
Payment for acquisition of subsidiary, net of cash acquired 21 (212,562 ) (92,706 )
Net cash flow from investing activities (284,353 ) (143,798 )
Raising of borrowings 87,259 3,164
Repayment of borrowings (72,522 ) 0
Other payables 61,901 0
Principal elements of lease payments 13 (44,183 ) (40,283 )
Treasury shares (32,726 ) 0
Cash capital increase 24,726 55,142
Cash flow from financing activities 24,455 18,023
Net cash flow for the period 88,187 116,272
Cash and cash equivalents, beginning of the period 243,474 131,467
Effects of exchange rate changes on cash and cash equivalents (1,675 ) (4,265 )
Cash and cash equivalents at end of the period 329,986 243,474
25
25
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Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Notes
1. Material accounting policy information
2. Critical accounting estimates and judgements
3. Revenue
4. Staff expenses & other external expenses
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
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
Capnor Connery HoldCo A/S - Annual Report 2023/24 26
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Note 1 Material accounting policy information
The Consolidated Financial Statements of the Group have been
prepared in accordance with IFRS Accounting Standards as adopted by
the EU as well as additional Danish disclosure requirements applying to
entities of reporting class C for large enterprises.
Capnor Connery HoldCo A/S provides through its subsidiaries IT
solutions, consultancy, and services to some of the largest private
enterprises and public-sector organizations in the countries in which
the Group is represented.
The Consolidated Financial Statements have been prepared under the
historical cost convention, except for derivative financial instruments
that are measured at fair value. The Consolidated Financial Statement
are presented in Danish Kroner (DKK), as this is the Parent Company's
functional currency. The financial statements have been rounded to the
nearest thousand except when otherwise stated.
Reporting period
The reporting period for 2023/24 and 2022/23 cover the period 1
October to 30 September.
Change in presentation
With reference to a true and fair view - presentation has been changed
for deferred income (liability) and prepayments (assets). The change in
presentation has increased both deferred income (liability) and
prepayments (assets), comparative figures have been updated
accordingly. The change in presentation has not affected the Result,
Other comprehensive income or Equity.
Basis of preparation
No significant new IFRSs or IFRIC interpretations have been
implemented in 2023/24 affecting the recognition and measurement in
the Consolidated Financial Statements.
There are no IFRSs or IFRIC interpretations that are not yet effective
that are expected to have a material impact on the Consolidated
Financial Statements.
Basis of consolidation
The Consolidated Financial Statements include Capnor Connery HoldCo
A/S and its direct and indirect subsidiaries (together, Group).
Subsidiaries are all entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and can affect
those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that
control ceases.
Intercompany transactions, balances, and unrealized gains on
transactions between Group companies are eliminated. Unrealized
losses are also eliminated unless the transaction provides evidence of
an impairment of the transferred asset.
Foreign currency translation
Functional currency
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange rates
are generally recognized in profit or loss.
The results and financial position of foreign operations that have a
functional currency different from the Group's presentation currency
(DKK) are translated into the presentation currency as follows;
• assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance sheet.
• income and expenses for each statement of profit or loss and
statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of
the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the
dates of the transactions), and
• all resulting exchange differences are recognized in other
comprehensive income.
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Cash flow hedges
The Group uses derivatives (foreign currency forward contracts) to
hedge its exposure to foreign currency risk arising from its purchases of
goods and services for resale denominated in USD. These derivatives
are designated as cash flow hedges for the purpose of hedge
accounting.
These derivative financial instruments are initially recognized at fair
value on the date on which the derivative contract is entered into and
are subsequently remeasured at fair value. Derivatives are carried as
other receivables when the fair value is positive and as other payables
when the fair value is negative.
Provided the cash flow hedge is effective, changes in the fair value of
the hedging instrument are initially recognized in other comprehensive
income and taken to the hedging reserve in equity. Any ineffective
portion of the change in the fair value of the hedging instrument is
recognized directly in the statement of profit or loss. The cash flow
hedge reserve is adjusted to the lower of the cumulative gain or loss on
the hedging instrument and the cumulative change in fair value of the
hedged item.
The amount accumulated in other comprehensive income is reclassified
to profit or loss as a reclassification 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 account for all
business combinations. The consideration transferred for the
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 from a contingent
consideration arrangement, and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions,
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
• acquisition-date fair value of any previous equity interest in the
acquired entity over the fair value of the net identifiable assets
acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the business acquired,
the difference is recognized directly in profit or loss as a bargain
purchase.
Revenue from contracts with customers
The Group generates revenue from the sale of hardware, software,
support services, and consultancy services. Revenue from contracts
with customers is recognized when control of the goods or services are
transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for
those goods or services.
Some contracts include multiple deliverables, such as the sale of
hardware as well as the sale of software and consultancy services.
Management assesses whether each deliverable is distinct. If the Group
provides a significant service of integrating the hardware and software,
the deliverables are treated as one performance obligation. If on the
other hand, the customer could benefit separately from each derivable,
each derivable is treated as a separate performance obligation.
Therefore, each deliverable is accounted for as a separate performance
obligation.
Where the contracts include multiple performance obligations, the
transaction price will be allocated to each performance obligation
based on the stand-alone selling prices. The stand-alone selling prices
of each performance obligation are always directly observable.
The Group has concluded that it is the principal in its contracts with
customers. Further details regarding this judgement have been
provided in note 2 Critical accounting estimated and judgement.
The customer contracts do in general not include any variable
consideration in the form of volume rebates, customer bonuses or
price concessions.
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Revenue from the sale of hardware and software
The software sold by the Group is characterized as granting the
customer a right-to-use of the intellectual property as the customer
contracts for the sale of software does not require the Group to
undertake activities that significantly affect the license. Hardware is
operational only with specific software and generally software and
hardware are sold together . Due to the interdependency between the
software and hardware, the software and the hardware is considered
one performance obligation. Revenue is recognized upon delivery.
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 materials and consumables comprise the materials and
consumables consumed to achieve revenue for the year
Other external expenses
Other external expenses comprise expenses for premises, sales, and
distribution as well as office expenses, etc.
Other external expenses also includes costs related to M&A activities,
associated due diligence and integration costs.
Staff expenses
Staff expenses comprise wages and salaries as well as payroll expenses
other than production wages.
Amortization, depreciation and impairment losses
Amortization, depreciation and impairment losses comprise
amortization, depreciation and impairment of intangible assets and
property, plant and equipment.
Other operating income and expenses
Other operating income and other operating expenses comprise items
of a secondary nature to the main activities of the Group, including
gains and losses on the sale of intangible assets, and property, plant
and equipment.
Financial income and expenses
Financial income and expenses are recognized in the income
statements at the amounts that concern the financial year.
Interest expenses include interest on financial liabilities measured at
amortized cost.
Net financials include interest income and expenses as well as
exchange rate differences on current and noncurrent capital items,
allowances and surcharges under the advance-payment-of-tax scheme,
etc.
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Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to the same taxation authority. Current
tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or
to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the
extent that it relates to items recognized in other comprehensive
income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.
Intangible assets
Goodwill
Goodwill is measured as described under the accounting policy for
business combinations. Goodwill on acquisitions of subsidiaries is
included in intangible assets. Goodwill is not amortized but it is tested
for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal
of an entity include the carrying amount of goodwill relating to the
entity sold.
Goodwill is allocated to cash-generating units for the purpose of
impairment testing. The allocation is made to those cash-generating
units or Groups of cash-generating units that are expected to benefit
from the business combination in which the goodwill arose. The units
or Groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes, being the operating
segments.
Customer contracts, acquired rigths, software and trademark
Separately acquired intangible assets are measured at historical cost.
Customer relations, technology and trademark acquired through
business combinations are recognized at fair value at the acquisition
date. Except for trademarks, separately acquired intangible assets have
a finite useful life and are subsequently carried at cost less
accumulated amortization and impairment losses.
The Group amortizes intangible assets with a finite useful life using the
straight-line method over the following periods;
• Customer contracts 10-15 years
• Software 1-5 years
• Acquired rights 5 years
• Trademark Infinite
Trademark with an indefinite useful life is not amortized, but is tested
for impairment annually, or more frequently if events indicate that it
might be impaired and is carried at cost less accumulated impairment
losses.
Development projects
Intellectual property rights consist of development projects and
acquired customer relations.
Costs of development projects comprise salaries, amortization and
other expenses directly or indirectly attributable to the Company’s
development activities.
Income tax
The income tax expense or credit for the period is the tax payable on
the current period’s taxable income based on the applicable income tax
rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax
losses.
The current income tax charge is calculated based on the tax laws
enacted or substantively enacted at the balance sheet date in the
countries where the Company and its subsidiaries operate and
generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions, where
appropriate, based on amounts expected to be paid to the tax
authorities.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. Deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are
expected to apply when the related deferred income tax asset is
realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future
taxable amounts will be available to utilize those temporary differences
and losses.
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Development projects that are clearly defined and identifiable and in
respect of which technical feasibility, sufficient resources and a
potential future market or development opportunity in the enterprise
can be demonstrated, and where it is the intention to manufacture,
market or use the project, are recognized as intangible assets. This
applies if sufficient certainty exists that the value in use of future
earnings can cover cost of sales, distribution and administrative
expenses involved as well as the development costs.
Development projects that do not meet the criteria for recognition in
the balance sheet are recognized as expenses in the income statement
as incurred.
As of the date of completion, capitalized development costs are
amortized on a straight-line basis over the period of the expected
economic benefit from the development work.
The amortization period is 1-5 years.
Property, plant and equipment
Property, plant, and equipment are measured at historical cost less
accumulated depreciation. The cost includes expenditure that is
directly attributable to the acquisition of the items.
Property, plant, and equipment are measured at historical cost less
accumulated depreciation. The cost includes expenditure that is
directly attributable to the acquisition of the items.
The carrying amount of any component accounted for as a separate
asset is derecognized when replaced. All other repairs and
maintenance are charged to profit or loss during the reporting period in
which they are incurred.
Depreciations are calculated using the straight-line method, net of their
residual values over their estimated useful lives, as follows;
• Land and buildings 1-13 years
• Other fixtures and fittings, tools and equipment 3-5 years
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 comparing proceeds
with carrying amount. These are included in profit or loss as other
operating income/expenses.
Leases
Leases are recognized as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by the
Group. Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to profit or loss over the lease
period to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The right-of-use asset is
depreciated over the shorter of the asset's useful life and the lease
term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments;
• fixed payments (including in-substance fixed payments), less any
lease incentives receivable
• variable lease payment that are based on an index or a rate
• amounts expected to be payable by the lessee under residual value
guarantees
• the exercise price of a purchase option if the lessee is reasonably
certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term
reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in
the lease, if that rate can be determined, or the Group’s incremental
borrowing rate.
Lease liabilities are subsequently measured by increasing the carrying
amount to reflect interest on the lease liability and reducing 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.
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The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance
for all trade receivables.
See note 15 for a description of the Group’s impairment policies for
trade receivables.
Other 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 measured at the lower of cost under the FIFO method
and net realizable value. The net realizable value of inventories is
calculated at the amount expected to be generated by sale of the
inventories in the process of normal operations with deduction of
selling expenses. The net realizable value is determined allowing for
marketability, obsolescence and development in expected selling price.
Prepayments
Prepayments recognized as an asset comprise prepaid expenses
regarding subsequent financial reporting years.
Cash and cash equivalents
Cash and cash equivalents comprises cash and bank balances.
Equity
Share Capital
Ordinary and preference shares are classified as equity. Incremental
costs directly attributable to the issue of new shares are shown in
equity as a deductions, net of tax, from the proceeds.
Share Premium
Premium on issue of ordinary and preference shares are recognized as
share premium.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled
entity are recognized in other comprehensive income and accumulated
in a separate reserve within equity. The cumulative amount is
reclassified to profit or loss when the net investment is disposed of.
Hedging reserve
The hedging reserve includes the cash flow hedge reserve and is used
to recognize the effective portion of gains or losses on derivatives that
are designated and qualify as cash flow hedges. Amounts are
subsequently either transferred to the initial cost of inventory or
reclassified to profit or loss as appropriate.
Dividends
A liability is recognized for any dividend declared, being appropriately
authorized and no longer at the discretion of the entity, on or before
the end of the reporting period but not distributed at the end of the
reporting period.
The Group has elected to recognize short-term leases and leases of low-
value assets.
Impairment of non-current assets
Goodwill and intangible assets with an indefinite useful life are not
subject to amortization and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might
be impaired. Other assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of
disposal and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash
inflows from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each
reporting period.
Trade Receivables
Trade receivables are recognized initially at transaction price and
subsequently measured at amortized cost using the effective interest
method, less loss allowance.
The Group holds the trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at
amortized cost.
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The fair value of financial instruments that are not traded in an active
market is determined using generally accepted valuation technics
based on observable inputs from active markets. For financial liabilities
where the fair value is disclosed, the fair value is estimated by
discounting future contractual cash flows at the current market interest
rate.
Cash flow statement
The cash flow statement shows the Group's cash flows for the year
broken down by operating, investing, and financing activities, changes
for the year in cash and cash equivalents as well as the Group's cash
and cash equivalents at the beginning and end of the year.
Cash flows from operating activities are calculated as the net profit/loss
for the year adjusted for changes in working capital and non-cash
operating items such as depreciation, amortization and impairment
losses, and provisions. Working capital comprises current assets less
short-term debt excluding items included in cash and cash equivalents.
Cash flows from investing activities comprise cash flows from
acquisitions and disposals of intangible assets, property, plant and
equipment as well as fixed asset investments.
Cash flows from financing activities comprise cash flows from the
raising and repayment of long-term debt and principal element on
lease payments as well as payments to and from shareholders.
Financial liabilities
Borrowings are initially recognized at fair value which is generally
proceeds received, and net of transaction costs incurred. Subsequently,
borrowings are measured at amortized cost.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
Other financial liabilities, including trade and other payables, are on
initial recognition measured at fair value. The liabilities are subsequently
measured at amortized cost.
Contract assets/ liabilities
A contract liability is the obligation to transfer goods or services to a
customer for which the Group has received consideration (or an amount
of consideration is due) from the customer.
If a customer pays consideration before the Group transfers services to
the customer, a contract liability is recognized when the payment is
made, or the payment is due (whichever is earlier). Contract liabilities are
recognized as revenue when the Group performs under the contract.
If the Group transfers services or goods to the customer, before receiving
payments, a contract asset is recognized when the services or goods are
transferred to the customer.
Share-based payments
The share-based payment agreements of the Group are classified as
equity-settled transactions, for which a cost is recognized in the income
statement, with a corresponding increase in equity over the period in
which the services are fulfilled.
The value of employee services is measured at grant date indirectly with
reference to the fair value of the equity instruments granted.
Under the existing share-based payment agreements of the Group, the
shares acquired by the employees are purchased on marked terms (i.e.
no discounts or abnormal privileges have been afforded to the
employees). As a result, no costs associated with the share-based
payment agreements are to be recognized.
Further information about the share-based payment agreement is
disclosed in note 5.
Investments and other financial assets/ liabilities
The Group uses the fair value concept in connection with measurement
and disclosure requirements and for the recognition of financial
instruments. The fair value is defined as the price that can be obtained by
selling an asset or that must be paid to transfer an obligation in an
ordinary transaction between market participants (“exit price”).
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Key Figures
The financial ratios have been calculated as follows;
Revenue growth; (Revenue this year - Revenue last year) / Revenue last year * 100
Gross margin; Gross profit x 100 / Revenue
EBITDA ratio; EBITDA x 100 / Revenue
Normalized EBITDA ratio; EBITDA normalized x 100 / Revenue
Normalized EBITDA growth; (EBITDA normalized this year - EBITDA normalized last year) / EBITDA normalized last year * 100
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
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Note 2 Critical accounting estimates and judgements
In the preparation of the consolidated financial statements according
to IFRS, Management is required to make certain estimates as many
financial statement items that are associated with significant
estimation uncertainty, 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 are based on
historical experience and factors that Management considers to be
reliable, but which by their very nature are associated with uncertainty
and unpredictability. These assumptions may prove incomplete or
incorrect, and unexpected events or circumstances may arise. The most
critical judgments, estimates, and assumptions for the individual items
are described below.
Critical accounting estimates
Customer relations - useful lives
As part of the acquisition of AX IV CON IV ApS on 30 April 2019, and the
following acquisitions of XevIT GmbH, Secoa AB, NET IT Service A/S,
Credocom A/S, Damecon B.V, RedLogic, Miradot AB, ethcon GmbH,
lifecon GmbH, Siemify Software AB and ITGL Limited, the Group
identified customer relations as a separate intangible asset. On 30
September 2024, the carrying amount of customer contracts amounts
to tDKK 655,362. The customer relations are amortized on a straight-
line basis over their useful life. Management has estimated the useful
lives of the customer relations to be between 10 - 15 years depending
on the respective Group entity the customer relations are related to.
When estimating the useful lives management has considered among
other the expected churn-rate of the customers. However, the actual
useful life of the customer relations may be shorter or longer. The
useful life of customer relations are reassessed annually.
Impairment test of goodwill and trademark
The Group annually tests whether goodwill and trademark has suffered
any impairment, in accordance with the accounting policy stated in
note 1.
The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations. These calculations
require the use of estimates.
The estimates and assumptions are based on historical experience and
other factors, such as management expectations and outlook plans but
as by nature it is uncertain and unpredictable. Due to the risks and
uncertainties which the Group is subject to, actual outcomes may differ
from the estimates made.
Goodwill and trademark amounts to tDKK 2,927,695 and tDKK 34,129,
respectively and no impairment losses have been recognized in the
financial year 2023/24. Information on the impairment 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 determining whether a contract
for the sale of software, hardware and consultancy services to design a
network solution comprises one or more performance obligations. It is
Management’s assessment that due to the interdependency between
the hardware and the related software, these elements are not
separable within the context of the contract. Consequently, the
hardware and the related software is treated as one performance
obligation. Consultancy services are considered a separate
performance obligation due to the fact that another partner of the
hardware and software manufacturer would have the practical ability
to design the network solution comprising the hardware and software.
Recognizing revenue as a principal
The Group has concluded that it is the principal in satisfying the
performance obligations in all its contracts with customers. As a result,
the Group recognizes revenue on a gross basis.
In determining that the Group acts a principal (rather than an agent) in
satisfying its performance obligations, the Group has considered the
nature of its promises with its customers
Management has assessed that the Group acts as a principle mainly
due to the following circumstances;
• the Group is primarily responsible for fulfilling the promise to
provide the specified good or service; and
• the Group has discretion in establishing the prices for the specified
goods or services.
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Note 3 Revenue
The Group derives revenue from the following product lines:
Revenue related to Solution is recognized at a point in time
and revenue related to Service is recognized over time and as
such revenues for multiple year contracts agreed in prior years
are included in the current financial year.
The Group derives revenue in the following major geographical
regions:
Note 4 Staff expenses & other external expenses
Staff expenses
Non-recurring items
The increase in other external expenses is mainly driven by extensive cost related to M&A activity
both acquired companies, potential new companies and divestments.
*bought during the financial year
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Denmark 1,473,494 1,564,223
Nordic ex. Denmark 1,182,578 1,217,306
Netherlands 961,486 844,549
Slovenia 343,806 302,908
Germany 323,515 407,940
United Kingdom* 278,082 0
Group 4,562,961 4,336,926
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Solution 3,441,340 3,392,783
Service 1,121,621 944,143
Total 4,562,961 4,336,926
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Non-recurring items wages and salaries 9,993 0
Non-recurring items other 103,286 42,654
Total 113,279 42,654
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Wages and salaries 657,824 558,489
Defined contribution plans 69,426 61,710
Other social security costs 69,454 66,138
Other staff costs 4,510 1,567
Total 801,214 687,904
Average number of employees 1,060 947
Executive Board and key management:
Wages and salaries 13,044 6,675
Pension plans 330 318
Other social security costs 14 10
Total 13,388 7,003
Board of Directors:
Board compensation 1,829 2,235
Total 1,829 2,235
Total compensation of key management 15,217 9,238
Capnor Connery HoldCo A/S - Annual Report 2023/24 36
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 5 Share-based payment plans
The Group has in 2019 introduced an incentive program for its Executive Management and key
employees, under which the participants agree to purchase shares in Capnor Connery HoldCo A/S.
The shares acquired by the participants under the program comprise a combination of ordinary
shares and preference shares. The preference shares have preference right to repayment of the
amount invested plus dividend according to the shareholder agreement.
Under the program, the Group has a right, but not an obligation to repurchase all shares held by a
participant prior to an exit. The shares may not be sold to a third party by the employees.
All shares acquired under the incentive program are purchased by the participants at market terms.
The consideration paid by the participants therefore corresponds to the fair value of the shares at
the date of acquisition. Accordingly, no discount has been afforded to the participant. The
participants have not received any abnormal privileges by acquiring the shares either.
The shareholder agreement remains in force and effect for 10 years or until an exit event occurs.
Because the shares are acquired by the participants at market terms, no costs related to the incentive
program has been recognized because no compensation has been afforded. Accordingly, the
incentive program has no effect on the income statement or equity.
The following table shows the shares acquired and outstanding as part of incentive program at the
beginning and end of the reporting period:
Number of preference
shares
Number of ordinary
shares
As at 1 October 2023 17,586,247 11,666,959
Issued during the year 1,465,609 226,740
Exercised during the year (603,482) (229,058)
As at 30 September 2024 18,448,374 11,664,641
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
Capnor Connery HoldCo A/S - Annual Report 2023/24 37
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 6 Depreciation and amortization
Note 7 Financial income
Note 8 Financial expenses
Note 9 Tax on profit for the year
Uncertain tax position
The Dutch Tax authorities, following a tax review for 2018/19 and 2019/2020, increased the taxable
income for Conscia Netherlands in respect of interest rate deductibility for intragroup loans. Based
on expert advice, Management is of the view that the tax position as originally files can be sustained.
Letters of objection has been filed for both fiscal years. Should the Dutch tax authorities be able to
sustain their position, the estimated payment for the years up until 2023/24 amounts to tDKK 36,800.
Conscia Netherlands has made additional payments of tDKK 10,516. A corresponding uncertain tax
asset of the same value has been recognized in the 2023/24 financial year.
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Interest income 2,444 0
Gain on foreign exchange 7,135 0
Other financial income 0 3,813
Total 9,579 3,813
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Amortisation on intangible assets 115,731 120,198
Depreciation on property, plant and equipment 19,931 19,366
Depreciation on right-of-use assets 43,108 38,079
Total 178,770 177,643
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Interest on financial liabilities 272,578 236,648
Interest on lease liabilities (Right-of-use assets) 3,645 3,218
Hedge reserve adjustment 0 2,908
Loss on foreign exchange 0 63
Other financial expenses 849 0
Total 277,072 242,837
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Current tax:
Current tax on profits for the year 85,522 74,924
Current tax on profits for previous years 3,674 (1,980)
Deferred tax on profit for the year (37,771) (33,111)
Deferred tax on profit for previous years 2,095 (381)
Total 53,520 39,452
(10,903) (5,495)
Tax effects of:
Non-deductible expenses 13,836 5,358
Non-deductible interest 43,994 37,062
Tax related to previous years 5,768 2,318
Higher/lower tax rate in subsidiaries 825 209
Total 53,520 39,452
Effective tax rate -108% -158%
Calculated 22.0% tax on profit for the year before income tax
Capnor Connery HoldCo A/S - Annual Report 2023/24 38
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 10 Intangible assets
30 September 2024 30 September 2023
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
Completed
development
projects
Trademarks Total
Cost:
At 30 September 2023
39,155 1,025,517 2,704,111 175,316 0 34,129 3,978,228
Additions through business combinations
72 49,296 233,715 0 0 0 283,083
Additions during the year
13,004 0 0 22,611 12,053 0 47,668
Disposal during the year
(384) 0 0 0 0 0 (384)
Exchange difference 0 1,341 3,345 0 0 0 4,686
At 30 September 2024 51,847 1,076,154 2,941,171 197,927 12,053 34,129 4,313,281
Accumulated amortisation and impairment:
At 30 September 2023
25,578 335,395 0 128,259 0 0 489,232
Amortization for the year
4,180 85,369 0 25,717 465 0 115,731
Disposal during the year
(14) 0 0 0 0 0 (14)
Exchange difference (2) 28 0 0 0 0 26
At 30 September 2024 29,742 420,792 0 153,976 465 0 604,975
Carrying amount 30 September 2024
22,105 655,362 2,941,171 43,951 11,588 34,129 3,708,306
Capnor Connery HoldCo A/S - Annual Report 2023/24 39
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Trademarks
Trademarks are relating to the Conscia trademark and has a carrying
amount of tDKK 34,129 as of 30 September 2024. Trademarks are not
amortized, as the useful life is indefinite. The carrying amount of
trademarks is mainly related to the Conscia brand, which is considered
to have an indefinite useful life since there is no foreseeable limit to
the period over which the brand is expected to generate net cash
inflows. Factors that played a significant role in determining that the
Conscia brand has an indefinite useful life are: i) the Group’s strategy is
based on the Conscia brand and ii) acquired trademarks are converted
to or co-branded with the Conscia brand.
Impairment tests of goodwill and trademark
The Group tests whether goodwill and trademark has suffered any
impairment on an annual basis. For 2024, no impairment loss has been
recognized.
During 2023/24 Group acquired 100% of the issued share capital of
• Siemify Software AB (Sweden)
• ITGL Limited (United Kingdom)
Goodwill related to the acquisition of Siemify Software AB and ITGL
Limited amounted to tDKK 239,252.
Goodwill and trademarks are monitored by Management at the level of
the countries of operation of the Group (cash generating units). As of
30 September 2024, the carrying amount of goodwill and trademarks,
respectively, allocated to each cash generating units is the table;
Note 10 Intangible assets
-continued
Customer contracts
Customer contracts were acquired through business combinations in
2019, 2020, 2021, 2022, 2023 and 2024. They are recognized at their
fair value at the date of acquisition and are subsequently amortized on
a straight-line basis. As of 30 September 2024, the carrying amount of
customer contracts was tDKK 655,365. The Group estimates the
remaining useful life of the customer contracts to be 5 - 15 years.
Software and development projects
Software comprises of an asset management tool and was both
acquired through the business combination in 2019 of Conscia Group
and additional acquired Software doing the years. They are recognized
at their fair value at the date of acquisition and are subsequently
amortized on a straight-line basis. As of 30 September 2024, the
carrying amount of software was tDKK 43,951. The Group estimates the
remaining useful life of the software to be 1 - 5 years.
Development projects comprises of two new tools
• Conscia Connect is Conscia’s customer portal. This allows
customers to access our services, such as CNS and Service Now.
Additional security measure ensure that this access can be
provided safely for both parties.
• GRC is Conscia’s Governance, Risk and Compliance platform. It is
used to monitor and measure controls for ISO 27001, ISAE 3402 and
NIS-2.
Goodwill and trademark have been tested on each identified cash-
generating unit. The Group has seven separate cash-generating units,
represented by the geographical areas where the Group operates -
Denmark, Sweden, Norway, Netherlands, Germany, Slovenia and
United Kingdom. The Group tests whether goodwill and trademark
have suffered any impairment on an annual basis. The recoverable
amount of each cash generating unit is determined based on value-in-
use calculations which require the use of assumptions. The calculations
use cash flow projections based on financial budgets approved by
management covering a five-year period.
Cashflows beyond the five-year period are extrapolated using the
estimated growth rates stated below. These growth rates are
consistent with forecasts included in industry reports specific to the
industry in which the entity operates.
tDKK
Trademarks Goodwill Trademarks Goodwill
Cash-generating units:
Denmark
34,129 959,954 34,129 959,954
Sweden
428,298 417,220
Norway
207,303 217,316
Netherlands
717,973 717,877
Slovenia
218,525 218,559
Germany
173,554 173,185
United Kingdom
235,564 0
Total 34,129 2,941,171 34,129 2,704,111
30 September 2024
30 September 2023
Capnor Connery HoldCo A/S - Annual Report 2023/24 40
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 10 Intangible assets
-continued
Description of assumptions
Average sales growth is the average annual growth rate over the
budget period, which is based on past performance and Management’s
expectations of market development. The average sales growth for the
period 2025 – 2029, for the seven cash flow generating units, is in the
range 4-16% (2024 – 2028: 6-50%).
Projection of the revenue is based on existing and new sales and
whether this supports the Group's operation. New sales is based on
historic growth combined with Conscia's current pipeline and the
expectation of a general increase in existing market.
There is a base assumption that Conscia will continue to offer attractive
goods and services by developing its offering and incorporating new
technologies, such as artificial intelligence and cyber security, to meet
the increasingly data driven needs of its customers.
EBITDA margin is the average margin as a percentage of revenue over
the budget period. It is based on the current sales margin levels and
expectations to sales mix and the expectation that the budgeted
increasing level of activity will have a positive spill-over effect on the
Group's EBITDA margin. The average EBITDA Margin for the period
2025 – 2029, for the seven cash flow generating units, is in the range 4-
16% (2024 – 2028: 7-15%). There is a general assumption that increase
in size will allow realization of economies of scale and lead to
improved margins.
Assumption at 30 September 2024
Assumption at 30 September 2023
The average EBITDA margin in percent is different between countries
due to whether goods, service contract or a total enterprise contract
are provided. The composition of the products sold affects the
individual country's EBITDA margin.
The increasing focus on the Service business will contribute to an
increasing margin.
Marginal tax rate is the expected rate over the five-year forecast
period. It is based on each Country's current tax rate.
Sensitivity to changed assumptions
The calculated value in use of each cash-generating unit is considerably
higher than the carrying amount, and the prepared impairment tests
shows that goodwill and trademark are not impaired. In Management’s
opinion, no reasonable likely change to the above-mentioned
assumptions will imply that the carrying amount of each cash-
generating unit will exceed the value in use significantly.
Key assumptions, long term growth rates and discount rates used in the
value-in-use calculations are as follows;
(%)
Marginal tax
rate
Long term
growth rate
Pre-tax
discount rate
Denmark
22.0 2.0 13.7
Sweden
20.6 2.0 14.4
Norway
22.0 2.0 15.0
Netherlands
25.8 2.0 13.6
Slovenia
19.0 2.0 14.8
Germany
30.0 2.0 14.9
United Kingdom
n.a. n.a. n.a.
(%)
Marginal tax
rate
Long term
growth rate
Pre-tax
discount rate
Denmark
22.0 2.0 12.6
Sweden
20.6 2.0 12.9
Norway
22.0 2.0 14.1
Netherlands
25.8 2.0 12.8
Slovenia
19.0 2.0 12.6
Germany
30.0 2.0 12.7
United Kingdom
20.6 2.0 14.6
Capnor Connery HoldCo A/S - Annual Report 2023/24 41
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Note 11 Property, plant and equipment
30 September 2024
30 September 2023
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
tDKK
Other fixtures and
fittings, tools and
equipment
Cost:
At 30 September 2023
97,352
Additions through business combinations
798
Additions during the year
24,123
Disposals during the year
(7,345)
Exchange adjustment
(103)
At 30 September 2024 114,825
Accumulated depreciation:
At 30 September 2023
43,563
Depreciation for the year
19,931
Disposals for the year
(6,614)
Exchange adjustment
(25)
At 30 September 2024 56,855
Carrying amount 30 September 2024 57,970
Capnor Connery HoldCo A/S - Annual Report 2023/24 42
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Note 12 Deferred tax
The deferred tax include an amount of tDKK 2,262 which relates to
carried-forward tax losses of Conscia Deutschland GmbH who has
incurred the losses the previous years.
The group has concluded that the deferred tax asset related to tax loss
carry forward will be recoverable using the estimated future taxable
income based on the approved business plans and budgets for the
subsidiary. Both business plan and budgets show the subsidiary is
expected to generate taxable income from 2024/25 and onwards. The
losses can be carried forward indefinitely and have no expiry date.
tDKK
30 September 2024 30 September 2023
Deferred tax at 1 October
(140,096) (164,809)
Additions thorugh business combinations (12,229) (12,547)
Deferred tax recognised in the statement of profit or
loss
37,771 33,111
Adjustment prior years (2,095) 381
Deferred tax reccognised in other comprehensive
income
3,487 3,984
Exchange adjustment
(971) (216)
Deferred tax at 30 September (114,133) (140,096)
Deferred tax relates to:
Intangible assets
(179,056)
(185,134)
Property, plant and equipment
786
682
Right-of-use assets
(11)
39
Contract assets and liabilities
592
492
Deferred expenses
232
(1,337)
Adjustment on hedging instruments
517
(811)
Borrowing costs
15,833
13,111
Income for later taxation
(1,264)
(2,178)
Tax on loss carry forward
2,262
(1,426)
Deferred income/prepayments
45,976
36,466
Total (114,133) (140,096)
Of which presented as deferred tax assets 0 0
Of which presented as deferred tax liabilities (114,133) (140,096)
Total (114,133) (140,096)
Capnor Connery HoldCo A/S - Annual Report 2023/24 43
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Note 13 Leases (Right-of-use assets)
Additions to the right-of-use assets during the 2023/2024 financial year were tDKK
41,025 (2022/2023; tDKK 39,607).
The Group leases various properties and cars.
Most car leases have a lease term of 12 - 36 months. Most property leases are
perpetual and may be cancelled by either the Group or the lessor at any point after the
non-cancellable period. Lease terms are negotiated on an individual basis and contain a
wide range of different terms and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing purposes.
tDKK
30 September 2024 30 September 2023
Right-of-use assets:
Properties
60,329 70,355
Cars
45,296 39,699
Total 105,625 110,054
Lease liabilities:
Current
30,728 25,957
Non-current 79,015 88,117
Total 109,743 114,074
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
Depreciation charge of right-of-use assets
Properties
19,661 17,578
Cars
23,447 20,501
Total 43,108 38,079
Interest expense (included in financial expenses) 3,645 3,218
Total cash outflow from leases
44,183 40,283
Capnor Connery HoldCo A/S - Annual Report 2023/24 44
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Note 14 Inventories
tDKK
30 September 2024 30 September 2023
Finished goods and goods for resale
93,075 169,792
Total inventories 93,075 169,792
Impairment for the year
2,422 2,929
Reversed impairment for the year
(2,058) (2,490)
Decrease in inventory tDKK 77 is mainly due to lower backlogs across all countries
hence less good in stuck.
Note 15 Trade receivables
Trade receivables classified as current since they are non-interest bearing and are
generally due for settlement within 30 days.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade receivables and contract
asset.
When determining the expected credit loss rates supportable information about past
events as well as current and future economic conditions are considered. The historical
credit losses experienced in previous years are insignificant. Adjusting the historical
loss rates to reflect current information and Management's expectations about
forward-looking information affecting the customers' ability to settle the receivables,
the Group has determined the expected credit loss as of 30 September 2024 to be
insignificant.
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others,
when no dividend is expected to be received from a debtor's bankruptcy estate.
Further information about the Group's credit risk related to trade receivables are
provided in note 19.
tDKK
30 September 2024 30 September 2023
Trade receivable carring amount
529,830 668,725
Less allowance for impairment of trade receivables
(8,451) (3,913)
Trade receivables net 521,379 664,812
Current
421,924 508,564
More than 1 day past due
82,757 112,221
More than 30 days past due
11,589 17,542
More than 60 days past due
5,285 19,801
More than 90 days past due
8,275 10,597
Total 529,830 668,725
Capnor Connery HoldCo A/S - Annual Report 2023/24 45
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Note 16 Contract balances
The Group has recognized the following assets and liabilities related to contracts with
customers:
Deferred income is the accrual of service contracts to customers with a contract period
from 1 to 5 years where the Group has an ongoing delivery obligation to the customer.
The increase in deferred income is related to the increase in Service Revenue for the
year.
Prepayments from customers relate to projects where the Group not yet has started
the project. The project start will take place within the coming year.
In addition to acquisitions of a new company, the Group has experienced continued
organic growth in revenue throughout the year, with previous years' acquisitions of
companies contributing to this growth. A continues focus on trade receivables and
debtor days have resulted in lower trade receivables.
The increase in prepayments from customers of tDKK 42,816 is related to several large
projects starting in the financial year 2024/2025.
Of the total balance of prepayment from customers and deferred income as of 30
September 2024, tDKK 683,220 is expected to be recognized as revenue within less
than 1 year, tDKK 590,715 within 1-5 years and tDKK 427 more than 5 years.
As of 30 September 2024, the Group has a total order backlog of tDKK 454,455
(2022/2023: tDKK 566,984) which is expected to be delivered within the coming
financial year.
tDKK
30 September 2024 30 September 2023
Assets
Trade receivable
521,379 664,812
Contract work in progress, assets
66,426 50,275
Prepayments
885,181 627,048
Liabilities
Prepayments from customers
137,354 94,538
Contract work in progress, liability
177 1,935
Deferred income
1,137,008 815,996
Capnor Connery HoldCo A/S - Annual Report 2023/24 46
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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.
According to the shareholders agreement the B-shares carry a right of a preferred return of 10-12% per year. Holders of A-shares are only entitled to receive
dividend when the preferred dividend on the B-shares have been fully paid.
Treasury shares
During 2023/24 the company acquired 582,428 own shares corresponding to 0.28% of the share capital, the total payment amounted tDKK 32,727 , which have
been deducted from share premium under equity.
The shares was acquired as part of the company’s strategi and with the aim of allocating them to employees covered by the share-based program. As of 30
September 2024, the company owns 2,299,719 own shares, corresponding to 1.14% o the total company share capital.
All own shares are owned by Capnor Connery Holdco A/S.
30 September 2024 30 September 2023 30 September 2024 30 September 2023
The share capital comprises:
Number of shares Number of shares Nominal value
mDKK
Nominal value
mDKK
A shares (ordinary shares) - fully paid
41,307,751 41,143,492 413 411
B shares (preference shares) - fully paid
160,847,419 159,569,474 1,608 1,596
Share capital
202,155,170 200,712,966 2,021 2,007
tDKK
30 September 2024 30 September 2023 30 September 2024 30 September 2023
Changes in share capital
Opening balance
411 403 1,596 1,562
Capital increase
2 8 13 34
Total
413 411 1,609 1,596
B-shares
A-shares
30 September 2024 30 September 2023 30 September 2024 30 September 2023 30 September 2024 30 September 2023
Number of shares Number of shares Nominal value
mDKK
Nominal value
mDKK
Share of share capital Share of share capital
As at 1 October
1,717,291 1,165,179 18 12 0.86% 0.59%
Additions during the year
582,428 552,112 6 6 0.28% 0.26%
As at 30 September
2,299,719 1,717,291 24 18 1.14% 0.86%
Capnor Connery HoldCo A/S - Annual Report 2023/24 47
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Note 18 Borrowings
The borrowings comprise of acquisition related loans as well as a revolving credit facility to fund the ongoing
operations. All borrowings are standing loans which are subject to standard clauses and governance related
to gearing ratios of the Group.
tDKK
Interest rate
Effective
interest rate
Currency Maturity
Carrying
amount
30 September 2024
Loan from credit institution Variable 10.4-11.7 %
DKK, EUR,
NOK, SEK, GBP
05 October 2029 1,970,888
Revolving Facility Variable 6.0 %
DKK 05 October 2029 80,000
Total borrowings
2,050,888
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
Capnor Connery HoldCo A/S - Annual Report 2023/24 48
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Sensitivity:
Profit or loss and equity is sensitive to higher/lower interest, cost on
borrowings as well as income from cash and cash equivalents as a
result of changes in interest rates.
Note 19 Financial risk management
Financial risk factors
The Group’s financial liabilities comprise borrowings, leases and trade,
and other payables. The main purpose of these financial liabilities is to
finance the Group’s operations. The Group’s financial assets include
trade and other receivables and cash and cash equivalents. The Group
also enters derivative transactions for the purpose of hedging its
exposure to foreign currency risks. It is the Group's policy that no
trading in derivatives for speculative purposes may be undertaken.
The Group is exposed to market risk (interest rate and foreign exchange
rate), credit risk and liquidity risk. The Group's Management oversees
the management of these risks on an ongoing basis and responds to
those risks as appropriate.
Market risk
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market
interest rates. The Group’s main interest rate risk arises from long-term
borrowings with variable rates, which expose the Group to cash flow
interest rate risk.
The Group is closely monitoring the interest rate development and in
close dialog with advisors. The Group's policy is not to hedge its
exposure to change in interest rates.
Management is aware of exposure to rising interest rates and accepts
the risk, as management considers the cost of hedging to exceed the
risk.
The Group uses foreign currency forward contracts to hedge its
exposure to foreign currency risk arising from its purchases of goods
and services for resale denominated in USD. The Group hedges the
following currency, SEK, DKK, NOK, GBP and EUR against USD according
to the Group's foreign currency risk policy. The foreign currency
forward contracts are designated as hedging instruments in cash flow
hedges of forecast purchases in USD. These forecast transactions are
highly probable.
Accordingly, it is the Group's policy to hedge its exposure to foreign
currency risk arising from its purchases of goods for resale
denominated in USD, see further below. Considering those hedges, the
Group's exposure on USD purchases is considered insignificant. The
Group is further exposed to foreign currency risks from receivables
denominated in EUR and USD. However, the Group's financial
instruments denominated in EUR only create a limited exposure to the
Group due to the fixed DKK/EUR exchange rates. The Group is further
exposed to minor foreign currency risks from financial instruments
denominated in GBP, SEK and NOK against DKK. Group Management
does however find that exposure immaterial.
The impact presented in the above sensitivity analysis is based on the
financial assets and liabilities as of 30 September 2024. The analysis
does not consider the impact from repayments, proceeds etc. related
to the borrowings. Management considers the sensitivity analysis to be
based on reasonably possible current market conditions.
Foreign currency risk:
Foreign currency risk is the risk that the fair value or future cash flows
of an exposure will fluctuate because of changes in foreign exchange
rates.
The Group’s exposure to the risk of changes in foreign exchange rates
relates primarily to the Group’s operating activities (when revenue or
expense is denominated in a foreign currency different from the
respective entity's functional currency).
The Group's exposure to foreign currency is primarily related to USD, as
most of the Group's purchases of goods for resale are denominated in
USD.
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
Interest rates - increase by 100 basis points
19,859 18,970
Interest rates - decrease by 100 basis points
(19,859) (18,970)
Impact on post tax profit and equity
Capnor Connery HoldCo A/S - Annual Report 2023/24 49
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
The Group has established procedures for handling the credit risk to
limit the risks and loss on receivables. Historically, losses on receivables
are at a very low level.
There is an economic relationship between the hedged items and the
foreign currency forward contracts as the terms of the hedging
instruments match the terms of the expected highly probable forecast
transactions (i.e., notional amount and expected payment date). The
Group has established a hedge ratio of 1:1 for the hedging relationships
as the foreign currency forwards are denominated in the same currency
as the highly probable future purchases of goods and services.
The group has the following derivative financial instruments in the
following line items in the balance sheet:
Note 19 Financial risk management
- continued
Sensitivity:
The following table demonstrates the sensitivity to a reasonably
possible change in foreign exchange rates for currency forward
contracts for operating activities. Foreign currencies are translated at
the exchange rate on the balance sheet date on 30 September for resp.
2024 and 2023. With all other variables held constant, the Group's
profit is affected as follows:
See below for the movements in the Group's hedging reserve:
The impact presented in the above sensitivity analysis is based on the
financial assets and financial liabilities recognized as of 30 September
2024. All hedging relationships are assumed to be effective.
Management considers the sensitive analysis to be reasonably possible
based on the current market conditions.
Credit risk
Credit risk arises from cash and cash equivalents, as well as credit
exposures to customers, including outstanding receivables.
The Group’s primary credit exposure is related to trade receivables and
cash positions. The Group has no major exposure relating to one single
customer or business partner.
The hedged amount for foreign currency are below one year.
Liquidity risk
Management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount
of committed credit facilities to meet obligations when due and to
close out market positions.
Management monitors rolling forecasts of the Group’s liquidity reserve,
comprising the undrawn borrowing facilities and cash and cash
equivalents based on expected cash flows.
Management monitors each month their forecasted cash flow for the
coming period. Current liquidity and the expected cash flow in the
coming months are reported to the Board of Directors in the monthly
reporting. The report to the Board of Directors presents the
development of working capital and comments. Management
continuously focuses on their working capital in order to continuously
optimize it.
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
DKK/USD exchange rate - increase 10%
16,155 51,769
DKK/USD exchange rate - decrease 10%
(16,155) (51,769)
Forward currency contracts hedging
contracts impact on post tax profit
tD KK
30 September 2024 30 September 2023
Current derivates
Carrying amount of foreign currency forwards and
swaps - cash flow hedges.
2,801 23,080
Nominal amount
DKK/USD
67,031 6,555
EUR/USD
3,507 27,331
SEK/USD
15,957 14,865
NOK/USD
96,183 13,169
Average transactions rate
USD/DKK
6.88 6.98
EUR/DKK
7.46 7.45
SEK/DKK
0.65 0.65
NOK/DKK
0.64 0.67
GBP/DKK
8.72 8.56
Total hedge reserve
Opening balance 1 October 2023
11,106
Change in fair value of hedging instrument
recognised in other comprehensive income (OCI)
(15,004)
Reclassified from OCI to profit or loss
3,487
Closing balance 30 September 2024
(411)
tD KK
Less than 1
year
Between 1 and
5 year
More than 5
years
Total
As at 30 September 2024
Non-derivates
Borrowings
229,705 2,758,155
0 2,987,860
Lease liabilities
30,728 79,015
0 109,743
Trade payables
428,228 0
0 428,228
Other payables
522,357 100,058
0 622,415
Total 1,211,018 2,937,228 0 4,148,246
Derivates
Forward currency contracts (asset)
0 0
0 0
tD KK
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
Total 1,172,949 2,572,188 0 3,745,137
Derivates
Forward currency contracts (asset)
24,579 0
0 24,579
Capnor Connery HoldCo A/S - Annual Report 2023/24 50
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 19 Financial risk management
- continued
This is generally carried out at the local level in the operating
companies of the group, in accordance with practice and limits set by
the group. These limits vary by location to consider the liquidity of the
market in which the entity operates. In addition, the Group’s liquidity
management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these,
monitoring balance sheet liquidity ratios against internal and external
regulatory requirements and maintaining debt financing plans.
As at 30 September 2024 the Group has an undrawn credit facility of
tDKK 290,432 (tDKK 241,662).
Shortly after the year end date the loan facilities were renegotiated
resulting in an increase and extension of maturity to 2029. This
renegotiation will increase liquidity and ensure that funding is available
for future acquisitions.
Maturity analysis
The tables below analyze the Group’s financial liabilities into relevant
maturity groupings based on their contractual maturities.
The amounts disclosed in the table are the contractual undiscounted
cash flows (including interest payments, based on the current interest
rate). Balances due within 12 months equal their carrying balances as
the impact of discounting is not significant.
Capnor Connery HoldCo A/S - Annual Report 2023/24 51
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 19 Financial risk management
- continued
Measurement and fair value hierarchy
The fair value of forward currency contracts (level 2) is determined
using valuation techniques which 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 hedging of the future purchase of goods in USD, the Group
has entered forward exchange contracts of total tDKK 161,550.
Compared to forward prices at the Group balance date, the contracts
have a fair value of tDKK 10,316. The unrealized gain is recognized in
the equity.
The total financial liabilities amounts to tDKK 2,588,859 (level 3). The
Group has assessed the credit spread to reflect the market credit risk.
The carrying value of financial liabilities measured at amortized cost is
not considered to differ significantly from fair value.
For all other financial instruments, not measured at fair value, the fair
value approximates their carrying amount.
tDKK
30 September 2024 30 September 2023
Derivates
Financial assets and liability (-) at fair value
Forward currency contracts
0 24,579
Total
0 24,579
Financial assets
Financial assets at amortised cost:
Trade receivables
521,379 637,949
Cash and cash equivalents
329,982 243,474
Total
851,361 881,423
Financial liabilities
Liabilities at amortised cost:
Borrowings (current and non-current)
2,050,888 2,033,739
Lease liabilities (current and non-current)
109,743 114,074
Trade payables
428,228 508,289
Total
2,588,859 2,656,102
Capnor Connery HoldCo A/S - Annual Report 2023/24 52
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 20 Capital management
The Group´s objectives when managing capital are to:
Safeguard our ability to continue as a going concern, so that we can
provide returns for shareholders and benefits for other stakeholders
and maintain an optimal capital structure to reduce the cost of capital.
During 2024/25, the Group´s strategy is to maintain a net debt / EBITDA
LTM** in the range between 4-6, as in 2023/24.
Loan covenants
Under the terms of the major borrowing facilities, the Group is required
to comply with the following financial covenant:
The consolidated net debt* divided by the EBITDA LTM**, must not
exceed 9.0.
The Group has complied with this covenant throughout the reporting
period.
*Net debt definition: Loans minus cash in hand.
**EBIDTA LTM: EBIDTA post any M&As and restructuring
Capnor Connery HoldCo A/S - Annual Report 2023/24 53
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 21 Business combinations
Acquisition of Siemify Software AB and ITGL Limited
During 2023/24 Capnor Connery HoldCo A/S acquired through its
wholly owned subsidiaries 100% of the issued share capital of Siemify
Software AB (acquired 13 May 2024) in Sweden and of ITGL Limited
(acquired 29 February 2024) in United Kingdom. The companies
provide IT solutions, consultancy and services. The acquisitions are
important to bring Conscia closer to the position as one of Europe's
leading security and IT infrastructure partners.
Details of the purchase consideration, the net assets acquired, and
goodwill are as follows:
The goodwill is attributable to the workforce and the high profitability
of the acquired business. It will not be deductible for tax purposes.
The terms of the purchase of ITGL Limited included an Earn-out
payment. This payment is dependent on achievement of financial
targets provided by the selling shareholders over the 12 months from
01 April 2024 to 31 March 2025.
At the time of approval of the annual report for the financial year
2023/24, the purchase price allocation has been started but not yet
completed.
The fair value of acquired trade receivables is tDKK 30,964 which in all
material respects corresponds to the gross contractual amount on date
of acquisition.
The acquired business contributed revenue and net profit of:
Revenue for time of ownership
Siemify Software AB tDKK 4,155 for the period 13.05.2024-30.09.2024.
ITGL Limited tDKK 278,083 for the period 29.02.2024-30.09.2024.
Revenue full year effect
Siemify Software AB tDKK 13,164 for the period 01.10.2023-30.09.2024.
ITGL Limited tDKK 366,929 for the period 01.10.2023-30.09.2024.
Net profit for time of ownership
Siemify Software AB tDKK 679 for the period 13.05.2024-30.09.2024
ITGL Limited tDKK 15,943 for the period 29.02.2024-30.09.2024
Net profit full year effect
Siemify Software AB tDKK 1,582 for the period 01.10.2023-30.09.2024.
ITGL Limited tDKK 20,101 for the period 01.10.2023-30.09.2024.
Acquisition-related costs of tDKK 2,480 are included in other external
expenses in the income statement.
The above figures for the individual companies are the management's
best estimate.
tDKK
Siemify Software
AB
ITGL Limited
Cash 802 16,978
Trade receivables 972 29,992
Inventories 0 4,590
Plant and equipment 0 667
Income tax recivables 108 0
Prepayments 0 16,446
Other receivables 0 69,462
Intangible assets: Customer contracts 2,340 46,956
Intangible assets: Acquired rights 0 72
Borrowings (0) (46)
Trade payables (1,449) (38,662)
Deferred tax liability (490) (11,739)
Deferred income 0 (35,995)
Income tax paybles (59) 0
Other payables (293) (46,839)
Net identifiable assets acquired 1,931 51,882
Goodwill 3,592 230,123
Net assets acquired 5,523 282,006
Cash flow from acquisition:
Consideration paid 5,523 192,759
Contingent Consideration 0 89,247
Accrued Contingent Considerations 0 (57,187)
Less cash received (802) (16,978)
4,721 207,841
Capnor Connery HoldCo A/S - Annual Report 2023/24 54
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 22 Commitments and contingent liabilities
Charges and security
As security for borrowings and Group companies’ bank commitments, security in shares
for the Group companies - Capnor Connery MidCo A/S, Capnor Connery BidCo A/S, AX
IV Con ApS, Conscia A/S, Conscia Danmark A/S, Conscia Nederland B.V, Conscia Sverige
AB, Conscia Norge AS, NIL Skupina d.o.o, xevIT GmbH, Lifecon GmbH and ITGL Limited
have been issued.
Additionally, Capnor Connery HoldCo A/S has provided a share pledge agreement and
guarantees for all the subsidiaries’ bank debt.
Furthermore, Capnor Connery BidCo A/S has provided three bank guarantees, one to
De Lage Landen,Holland and two to Helse Sør-Øst RHF, Norway.
Note 23 Fee to auditors appointed at the general meeting
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
Audit fee to PwC
3,676 2,627
Other assurance engagements
345 0
Tax advisory services
2,017 451
Non-audit services
11,541 9,804
Total 17,579 12,882
Capnor Connery HoldCo A/S - Annual Report 2023/24 55
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 24 Changes in liabilities arising from financing activities
This section sets out an analysis of liabilities arising from financing activities and
the movements in each of the periods presented.
tDKK
1 October 2023
Other
adjustments
Repayment
New
loan/leasing
30 September
2024
2023/24
Current and non-current borrowings
2,033,739 2,412 (72,522) 87,259 2,050,888
Current and non-current lease liabilities
114,074 0 (44,184) 39,853 109,743
Total liabilities from financing activities 2,147,813 2,412 (116,706) 127,112 2,160,631
tDKK
1 October 2022
Other
adjustments
Repayment
New
loan/leasing
30 September
2023
2022/23
Current and non-current borrowings
2,035,651 (5,077) (43,440) 46,605 2,033,739
Current and non-current lease liabilities
11,716 0 (40,283) 42,641 114,074
Total liabilities from financing activities 2,047,367 (5,077) (83,723) 89,246 2,147,813
Capnor Connery HoldCo A/S - Annual Report 2023/24 56
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 25 Related parties
NC CONNERY, L.P, acting by its general partner, NC CONNERY GP
LIMITED, holds more than 5% of the shares in Capnor Connery HoldCo
A/S and controls the Company.
The Group's structure is set out in the Management's Review.
Information about Management's remuneration has been disclosed in
note 4 and 5. The Group had the following transactions with related
parties during the year:
Note 26 Events after the balance sheet date
Acquisition of Kanari Group
On 25 October 2024, Conscia closed an agreement to acquire 100% of
the shares in Kanari Group for a purchase price of tDKK 237,632.
The agreement was approved by Kanari and Conscia shareholders and
the payment of the acquisition was transferred on 25 October 2024,
from which date Conscia achieved control and the acquisition was
effective from that date. As a consequence of submission and approval
of the annual report 2023/24 is close to closing date of acquisition of
Kanari, the preparation of the purchase price allocation in accordance
with IRFS 3 is in progress, but not finalized. Therefore, opening
balances, total consideration, acquired receivables, contingent
liabilities, goodwill and profit and loss effects have not been disclosed
within the context of these Financial Statements.
About Kanari Group
Kanari is specialized in helping businesses implement observability
solutions that go beyond traditional monitoring by providing real-time
insights into digital ecosystems. Kanari was founded in 2011 and today
has 40 employees and a turnover of mEUR 19 last year.
Strategic synergies
Conscia acquires the Nordic market leader Kanari Group to bolster
activities within observability, adding a new area of expertise and also
strengthening Conscia’s services and solutions within cybersecurity.
Acquisition of PlanNet21
On 10 October 2024, Conscia signed an agreement to acquire 100% of
the shares in PlanNet21 Group. The acquisition is expected to be
executed on 28 November 2024.
The agreement was approved by PlanNet21 and Conscia shareholders
and the payment of the acquisition is expected to close in November
2024, from which date Conscia will achieve control and the acquisition
will be effective from that date.
About PlanNet21 Group
PlanNet21 is a leading provider of cybersecurity, networking, and
managed services operating in the Irish and UK markets. The group
consists of three brands PlanNet21 Communications Ltd, Agile
Networks Ltd, and eCom Solutions Ltd and were established in 1998 in
Dublin, Ireland, with regional offices in Cork, Galway, Belfast and
Edinburgh. In 2023, the group generated nearly mEUR 70 in turnover,
with around 200 people in total.
Strategic synergies
Conscia and PlanNet21 Group have both been servicing public
organizations and private enterprises with cybersecurity, secure
networking, IT infrastructure and hybrid cloud solutions for more than
20 years. The two companies share a strong commitment for
converting deep technical competencies and insights into customer
value. The acquisition opens many opportunities as we bring financial
strength, scale in competencies and certified experts, and our unique
cybersecurity offerings, especially with the Conscia SOC to PlanNet21.
Other events
No other events have occurred after the end of reporting period that
influence the evaluation of the Consolidated Financial Statements.
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
Transactions with NC Connery GP Limited:
Capital increase
0 0
Consculting and service
13 24
Transactions with key management
Purchase of shares
0 1,734
Sales of shares
3,144 0
Capnor Connery HoldCo A/S - Annual Report 2023/24 57
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 27 Cash flow statement - adjustments
Note 28 Cash flow statement - Changes in
net working capital
1 October 2023 to 1 October 2022 to
tDKK
30 September 2024 30 September 2023
Financial income
(9,579) (3,813)
Financial expenses
277,073 242,837
Tax on profit/loss for the year
53,520 39,452
Other adjustments
(4,430) 5,759
Depreciation and amortisation
178,770 177,643
Total 495,354 461,878
tDKK
30 September 2024 30 September 2023
Change in trade receivables
174,397 59,683
Change in contract assets
(17,909) (12,084)
Change in prepayments
(241,687) (480,536)
Change in inventories
81,306 (51,026)
Change in other receivables
20,006 (71,290)
Change in derivatives
27,379 3,873
Change in other payables
37,192 43,087
Change in prepayments
42,815 43,825
Change in trade payables
(120,172) 42,560
Change in deferred income
285,020 547,898
Total 288,347 125,625
Capnor Connery HoldCo A/S - Annual Report 2023/24 58
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Note 29 List of group companies
The Group's subsidiaries on 30 September 2024 are set out below;
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 A/S Subsidiary Brøndby, Denmark
100%
Conscia Danmark A/S Subsidiary Brøndby, Denmark
100%
Conscia Sverige AB Subsidiary Stockholm, Sweden
100%
Conscia Norge AS Subsidiary Oslo, Norway
100%
Conscia Nederland B.V. Subsidiary Gouda, Netherslands
100%
NIL Podatkovne komunikacije, d.o.o. Subsidiary Ljubljana, Slovenia
100%
Conscia Deutschland GmbH Subsidiary Ettlingen, Germany
100%
lifecon GmbH Subsidiary Hannover, Germany
100%
Conscia UK Holdco Limited Subsidiary Portsmouth, United Kingdom
100%
ITGL Limited Subsidiary Portsmouth, United Kingdom
100%
Conscia U.S. Inc. Subsidiary Delaware, US
100%
Parent Company
Capnor Connery HoldCo A/S - Annual Report 2023/24 60
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Financial statements
Income statement
1 October 2023 to 1 October 2022 to
tDKK Note 30 September 2024 30 September 2023
Revenue 9,398 9,721
Other external expenses (5,303) (21,486)
Gross profit 4,095 (11,765)
Staff expenses 2 (13,934) (9,267)
EBITDA (9,839) (21,032)
Result before net financials (9,839) (21,032)
Financial income 3 25,380 23,377
Financial expenses 4 (1,098) (2,806)
Result before tax 14,443 (461)
Income tax 5 (2,107) (5,797)
Result for the period 7 12,336 (6,258)
Capnor Connery HoldCo A/S - Annual Report 2023/24 61
Balance sheet
Equity & liability
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Assets
30 September 30 September
tDKK Note 2024 2023
Investments in subsidiaries 6 1,723,944 1,723,944
Income tax receivable 15,852 12,871
Total non-current assets 1,739,796 1,736,815
Receivables from group entities 342,394 343,632
Income tax receivable 12,680 5,904
Prepayments 157 0
Other receivables 1,022 6,700
Cash and cash equivalents 1,645 3,365
Total current assets 357,898 359,601
Total assets 2,097,694 2,096,416
30 September 30 September
tDKK Note 2024 2023
Share capital 2,021 2,007
Share premium 2,001,341 2,009,356
Retained earnings 34,794 22,458
Total equity 2,038,156 2,033,821
Income tax payables 17,125 16,401
Total non-current liabilities 17,125 16,401
Income tax payables 15,294 10,117
Payables to group enterprises 21,000 31,092
Other payables 6,119 4,985
Total current liabilities 42,413 46,194
Total liabilities 59,538 62,595
Total equity and liabilities 2,097,694 2,096,416
Capnor Connery HoldCo A/S - Annual Report 2023/24 62
Statement of changes in equity 1 October 2023 – 30 September 2024
Statement of changes in equity 1 October 2022 – 30 September 2023
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
tDKK
Share capital
Share
premium
Retained
earnings
Total
Equity at 1 October 2023 2,007 2,009,356 22,458 2,033,821
Result for the period 0 0 12,336 12,336
Capital increase 14 24,712 0 24,726
Treasury shares 0 (32,727) 0 (32,727)
Equity at 30 September 2024 2,021 2,001,341 34,794 2,038,156
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
63
63
Capnor Connery HoldCo A/S - Annual Report 2023/24
Notes
1. Material accounting policy information
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
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Capnor Connery HoldCo A/S - Annual Report 2023/24 64
Note 1 Material accounting policy information
The Annual Report of Capnor Connery Holdco A/S - parent company
("the Company") has been prepared in accordance with the provisions
of the Danish Financial Statements Act applying to enterprises of
reporting class B as well as selected rules applying to reporting class C.
'The Parent Company Financial Statements for 2023/24 are presented
in Danish kroner (tDKK).
The accounting policies applied remain unchanged from last year.
Recognition and measurement
With reference to section 86(4) of the Danish Financial Statements Act
and to the cash flow statement included in the Consolidated Financial
Statements of Capnor Connery HoldCo A/S, the Parent Company have
not prepared a cash flow statement.
All expenses incurred to achieve the earnings for the year are
recognized in the income statement, including amortization,
impairment losses and provisions as well as reversals due to changed
accounting estimates of amounts that have previously been recognized
in the income statement.
Assets are recognized in the balance sheet when it is probable that
future economic benefits attributable to the asset will flow to the
Parent Company, and the value of the asset can be measured reliably.
Liabilities are recognized in the balance sheet when it is probable that
future economic benefits will flow out of the Parent Company, and the
value of the liability can be measured reliably.
Assets and liabilities are initially measured at cost. Subsequently, assets
and liabilities are measured as described for each item below.
Net sales
Revenue is measured at the consideration received and is recognised
exclusive of VAT and net of discounts relating to sales.
Other external expenses
Other external expenses comprise costs for administration, etc.
Staff expenses
Staff expenses comprise wages and salaries as well as payroll expenses
other than production wages.
Tax on profit/loss for the year
Tax for the year consists of current tax for the year and changes in
deferred tax for the year. The tax attributable to the profit for the year
is recognized in the income statement, whereas the tax attributable to
equity transactions is recognized directly in equity.
The Company is jointly taxed with wholly owned Danish and foreign
subsidiaries. The tax effect of the joint taxation is allocated to
enterprises in proportion to their taxable incomes.
Investments in subsidiaries
Investments in subsidiaries are measured at cost. When the cost
exceeds the recoverable amount, write-down is made to this lower
value.
Current tax receivables and liabilities
Current tax liabilities and receivables are recognized in the balance
sheet as the expected taxable income for the year adjusted for tax on
taxable incomes for prior years and tax paid on account. Extra
payments and repayment under the on-account taxation scheme are
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.
Other financial liabilities
Other financial liabilities, including trade and other payables, are on
initial recognition measured at fair value. The liabilities are
subsequently measured at amortized cost.
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
Capnor Connery HoldCo A/S - Annual Report 2023/24 65
Note 2 Staff expenses
Note 3 Financial income
Note 5 Tax on profit for the year
Note 6 Investments in subsidiaries
Investments in subsidiaries are specified as follows:
Note 4 Financial expenses
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
tDKK 30 September 2024 30 September 2023
Cost at 1 October 2022: 1,723,944 1,723,944
Addition for the year 0 0
Carrying amount at 30 Sep3ember 2022 1,723,944 1,723,944
Name Place of registered office Share capital
Votes and
ownership
Capnor Connery Midco A/S Brøndby, Denmark 1,717 100%
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Interest received from group enterprises 25,300 23,380
Other financial income 80 (3)
Total 25,380 23,377
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Interest paid to group enterprises 604 1,968
Other financial expenes 494 838
Total 1,098 2,806
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Current tax:
Current tax on profits for the year 3,458 4,446
Current tax on profits for previous years (1,351) 0
Deferred tax on profit for the year and previous years
0 1,351
Total 2,107 5,797
1 October 2023 to 1 October 2022 to
tDKK 30 September 2024 30 September 2023
Wages and salaries 13,590 8,939
Defined contribution plans 335 322
Other social security costs 9 6
Total 13,934 9,267
Average number of employees 2 2
Capnor Connery HoldCo A/S - Annual Report 2023/24 66
Note 7 Distribution of profit
The group companies are jointly and severally liable for tax on the jointly taxed incomes etc. of the Group.
Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of
dividend tax, tax on royalty payments, and tax on unearned income. Any subsequent adjustments of
corporation taxes and withholding taxes may increase the Company’s liability.
Additionally, Capnor Connery HoldCo A/S has provided a share pledge agreement and guarantees for all the
subsidiaries’ bank debt.
Note 8 Contingent assets, liabilities and other financial obligations
Independent Auditor’s Report Financials Parent companyManagement’s statementManagement review
tDKK 30 September 2024 30 September 2023
Retained earnings 12,336 (6,258)
