The Annual General Meeting adopted the annual
report on 18.04.2024
WindowMaster International A/S
Skelstedet 13
2950 Vedbæk
Central business registration
No 13827532
Annual report 2023
Chairman of the General Meeting
0
Entity details 1
Statement by Management on annual report 2
Independent Auditor's Report 3
Management commentary 6
Consolidated income statement for 01.01.2023 - 31.12.2023 15
Consolidated balance sheet as at 31.12.2023 16
Consolidated statement of change in equity 18
Consolidated cash flow statement for 01.01.2023 - 31.12.2023 19
Contents of the notes to the consolidated financial statements 20
Consolidated accounting policies 21
Note to critical estimates, judgements and errors
28
Notes to consolidated financial statements 29
Parent income Statement for 01.01.2023 - 31.12.2023 47
Parent balance sheet as at pr. 31.12.2023 48
Parent statement of changes in equity for 2023 50
Parent accounting policies 51
Notes to parent financial statements 53
Table of contents
1
Entity
Central Business Registrations No (CVR): 13827532
Registered in: Rudersdal
Financial year: 01.01.2023 - 31.12.2023
Board of Directors
Lars Fournais, Chairman
Michael Gaarmann, Vice Chairman
Mette Søs Lassesen
Leif Jensen
Erik Koch Boyter
Directors
Erik Koch Boyter, CEO
Steen Overgård Sørensen, CFO
Auditors
PricewaterhouseCoopers
Strandvejen 44
2900 Hellerup
Entity details
2
Board of Directors:
Executive Board:
_________________________
_________________________
_________________________
Statement by Management on annual report
_________________________
_________________________
_________________________
_________________________
3
Independent Auditor's Report
4
CVR No 33 77 12 31
Management commentary
6
2023
DKK'000
2022
DKK'000
2021
DKK'000
2020
DKK'000
2019
DKK'000
Financial
highlights
Key figures
Revenue 237.988 241.428 211.403 189.454 201.583
Gross profit 111.949 111.744 88.005 79.064 83.348
EBITDA 19.278 22.774 9.672 12.002 14.542
645 3.098 4.987
Net financials -5.682 -5.087 -1.752 -2.326 -2.822
Total assets 148.546 149.605 124.795 78.229 90.756
Equity 25.452 33.913 34.091 33.997 11.668
Ratios
Equity ratio 17,1% 22,7% 27,3% 43,5% 12,9%
Equity ratio
(net cash)
17,4% 23,2% 28,4% 44,5% 13,1%
Ratios
Return on equity %
Equity ratio %
The financial strength of the entity.
Equity ratio % (net
cash)
The financial strength of the entity.
Operating
profit/loss
Financial highlights are defined and calculated in accordance with the current version of "Recommendations & Ratios" issued by the Danish Society of Financial Analysts.
Calculation formula
Calculation formula reflects
Profit/loss of the year X 100 / Avg. equity
The entity's return on capital invested in the entity by the
owners.
Comparative figures for 2019-2021 has been presented in accordance with the provisions of the Danish
Financial State-ments Act. The comparative figures for 2022 and 2023 has ben presented in accordance with
the provision of the IFRS Accounting Standards as adopted by the EU.
Equity X 100 / Total assets
Equity X 100 / Total assets (cash and bank loans
netted)
-1.947
408
-1.337
3.333
2.228
-1
596
1.622
Investment in
property,
plant &
equipment
-36,7%
Return on
equity
3,6%
0,0%
-5,1%
-5,7%
-2.431
Profit/loss for
the year
-11.077
1.351
1.836
Management commentary, continued
7
OUR HISTORY
WindowMaster is an international and market-leading cleantech company delivering more sustainable
indoor climate solutions based on nature's forces. Today, the company is the world's leading niche producer
of natural ventilation. These solutions automate and control roof and facade openings with intelligence to
provide a safe and healthy indoor climate.
We address safety in buildings through our patented heat and smoke ventilation solutions. When tested and
approved, these solutions can assist in the secure egress of building occupants by naturally venting the heat
and smoke in case of fire. Our leading fall protection and access solutions in Denmark with Climatic by
WindowMaster also addresses safety.
Today, the company employs cleantech specialists throughout Denmark, Germany, Norway, Great Britain,
Switzerland, and the USA, as well as a wide network of integrators and distributors worldwide. Based on
extensive expertise built up since 1990, WindowMaster helps the construction industry meet its obligations
and achieve its architectural and technical ambitions.
The group functions are located at the company’s headquarters north of Copenhagen in Vedbæk, Denmark.
The global supply chain function is based in Herford, Germany, which services all our sales subsidiaries
worldwide. Our production and logistics facility has been ISO 9001 certified since 2000. The principles of this
quality management standard support our efforts regarding solid customer focus and continuous
improvement.
OUR VISION & MISSION
WindowMaster was initially founded in 1990 as part of the VELUX Group and then changed ownership in a
management buy-in in 2015 with the mission to provide ventilation solutions to the construction industry
and optimise indoor climate. WindowMaster was successfully listed on Nasdaq First North Growth Market
on October 27th, 2020. In February 2021, WindowMaster acquired Climatic A/S, a specialist in smoke and
heat ventilation as well as installation and service of fall protection and access equipment.
Our vision statement captures WindowMaster’s aspiration: To provide people with the best and safest
indoor climate in the world in the most intelligent and sustainable way possible driven by our mission: To
create well-designed natural and smoke ventilation products and solutions that improve the indoor climate
for the benefit of people, productivity, and the environment.
With climate change at the top of the agenda all over the world, sustainability has gone from being an add-
on to being a value generator. It is now a performance indicator for companies in line with financial
performance, risk management, etc.
We have developed a strong and scalable platform to meet the needs of the industry now and in the future.
We focus on commercial clients, with the key segments being office buildings, healthcare, culture,
educational institutions, sports facilities, and shopping centres. Our vision is the underlying set of principles
and guidelines upon which WindowMaster was founded and sets the fundamental baseline for all our
actions to ensure that we keep expanding our mission of “Fresh air. Fresh people.”
WINDOWMASTER IN BRIEF
Management commentary, continued
8
Natural ventilation
Mixed mode ventilation
Heat and smoke ventilation
Building maintenance units and fall protection and access solutions
OUR CORPORATE STRATEGY: ACCELERATE CORE
Natural ventilation solutions are activated based on the indoor temperature, humidity, and CO2 level in a
given room. In short, the system regulates a building’s indoor climate by exploiting the natural forces
created by temperature differences between the interior and the exterior environment, thermal
displacement within the building, and winds around the building.
Mixed mode ventilation is a combination of natural and mechanical ventilation. In this setup, balanced use
of natural and mechanical ventilation occurs so that mechanical ventilation takes over when required by
external conditions or when needed in specific areas of the building. In this context, WindowMaster supplies
a natural ventilation solution that can be integrated with any mechanical ventilation product or building
management system.
Heat and smoke ventilation removes smoke and heat from a burning building, keeps escape routes and fire
service access areas free of smoke, and prevents fire flashovers.
To provide people with the best and safest indoor climate in the world in the most intelligent and
sustainable way possible.
To create well-designed natural and smoke ventilation products and solutions that improve the indoor
climate for the benefit of people, productivity, and the environment.
OUR MISSION
OUR SOLUTIONS
WindowMaster offers solutions that ensure optimal regulation of the indoor climate in buildings based on
continuous monitoring of CO2 levels, humidity, and temperature that can help increase the efficiency and
comfort of building users.
Design, installation and service of building maintenance units, fall protection, and access equipment for all
types of buildings in strategic collaboration with leading global equipment manufacturers.
OUR VISION
Our business strategy will lift growth and profitability by accelerating our core business and by focusing on
three strategic offerings based on our natural, mixed mode, and heat and smoke ventilation solutions:
In 2022, WindowMaster adopted a new strategy “Accelerate Core”, and committed to more ambitious
financial targets by 2026. WindowMaster has a solid foundation for accelerating its core business. The
company has established a scalable production platform in Herford (Germany), a streamlined and focused
product offering, structured internal processes, and a strengthened market position in Northern Europe,
including a successful expansion in North America. Sustainability is an integral part of our identity and key
business actions, and thus, it is naturally an embedded part of our new strategy.
Management commentary, continued
9
Integrated offerings of complete indoor climate solutions
Service contracts
Refurbishments
Financial targets 2026
Market activity
Integrated complete indoor climate solutions typically include the sale of products such as sensors, motors
and controllers, sales of hours (project management, installation, and commissioning), programming, and
various documentation. This offering especially targets building owners, contractors, facade builders, and
fenestration manufacturers. The products are combined in energy efficient ventilation solutions that
improve the indoor climate.
Service contracts provide stable and recurring revenue and increased customer satisfaction. Service
contracts will typically include annual inspection, service and maintenance of moveable components, and
repair of minor errors and damages.
Based on the 32-year history of WindowMaster, many of the previously installed solutions are now ready to
be refurbished and technological updated, leading to improved energy efficiency and sustainability
performance.
In general, market activity is high and investments in intelligent natural ventilation solutions are on the rise –
both for new buildings and integrated offerings for full indoor climate solutions, and for refurbishment of
existing buildings. But the sharp increase in interest rates seen during the first half of 2023 heavily affected
demand. Within non-residential buildings the effects were mainly delayed execution on projects due to less
profitable business cases. But within residential buildings there was a significant decline in overall demand.
WindowMaster majority of the exposure is linked to the non-residential market and less on residential –
only indirectly partly linked via one larger key account. The rise in interest rates has therefore resulted in a
momentary decline in execution of projects – seen in the first 5 months of 2023. As interest rates stabilized
and optimism came back in the 2nd half of 2023 so did orders and revenue for WindowMaster – resulting in
an acceptable financial performance in that isolated period.
But the profound demand remains and is driven by investments in energy efficient solutions and
environmental regulation in both EU and US. In the EU, the demand is fueled by the EU’s Green Deal and the
REPowerEU-plan. Building renovation is one of the most important and efficient solutions to address both
climate change and reliance on fossil fuels.
Revenue is expected to grow organically by 10-15% on average from 2021 to 2026 and the EBT margin is
expected to continually improve reaching a minimum of 10% in 2026.
Revenue growth will be driven by positive underlying market trends and the need for more energy-efficient
buildings. Integrated offerings will lead to increased scope and order sizes. Service contracts, geographical
expansion and leveraging the installed base for refurbishments will drive increased top-line.
Increased profitability will to a large extent be driven by increased operating leverage as the top-line growth
only requires minor increases in the fixed cost base.
Management commentary, continued
10
FINANCIAL DEVELOPMENTS 2023
Changing to IFRS from Danish GAAP
As of 1st of January 2023 reporting is done according to IFRS and comparable figures for 2022 (including
opening balance of 2022) have been adjusted accordingly. Outlook for 2024 and Strategy Targets for 2026
have also been updated to reflect the transition to IFRS.
The main effects of transitioning to IFRS are related to leasing and rental obligations, that are now
recognized in the balance sheet and impacting both depreciations and interest expenses, as well as salary
costs linked to warrant programs.
Order intake reached DKK 254m (2022: 254m) based on a sprint in the second half of the year. The positive
momentum has continued into the beginning of 2024.
In general, global supply chain release has led to less ordering in advance and enhancing visibility and
allowing for more efficient planning of resources. This has contributed to improved cash flow performance.
However, uncertainty remains high – due to war in middle east and Ukraine – and could once again affect
the global supply chain. WindowMaster are actively working to reduce this risk by looking at alternative local
suppliers.
In North America, the market for green technology is very attractive, and activity is high. Demand is likely to
be further supported by President Biden’s Climate agenda proposing plans to build a more resilient and
sustainable economy. It is not seen that the Presidential elections will change the outlook for
WindowMaster in North America as potential remains immense. WindowMaster is the only manufacturer of
window automation in the intelligent natural ventilation niche with local presence in the US. In 2016, a
subsidiary was established in the Bay Area in California, and in 2019, the national distributor Clearline in
Pennsylvania was acquired. Also, presence on the west coast is established.
Management commentary, continued
11
Revenue
Gross profit
The acquisition of Climatic A/S in the beginning of 2021 has added more resources to the combined service
and operational activities in the Nordic region and has contributed to additional sales and profit. In 2022, it
was decided to keep the non-core business of Climatic A/S, using core competencies from the remaining
part of the business. This has materialized into significant growth in both order intake (+98%) and turnover
(+58%) in 2023. This positive topline development will remain in 2024 with increased focus on profitability.
Gross profit amounted to DKK 111.9m in 2023 (2022: DKK 111.7m) equivalent to a gross margin of 47.0%
(2022: 46.3%). The increase in the gross margin is related to the business mix with less revenue from key
accounts and more direct project revenue. This is fully linked to the “Accelerate Core” strategy.
The first half of the year was marked by high uncertainty in the supply chain, delayed project execution,
lower product sales – all linked to the uncertainty around the developments in interest rates. In the second
quarter, things stabilized as interest rates flattened, which helped to secure a stronger order intake and
revenue at better margins. This is now at a level that supports the outlook for 2024.
Revenue amounted to DKK 238m in 2023(2022: 241m) equivalent to a decrease of 1.4% (1.6% in local
currency) primarily explained by decline in product sales to key accounts and due to delayed project
execution. The revenue reached the latest guidance for the year of DKK 233-238m.
Management commentary, continued
12
EBITDA
Profit after tax
Cash flow and working capital
Cash flow from operating activities amounted to DKK 21.3m (2022: 14.4m). The improvement on last year is
primarily attributable to the change in working capital due to the change in business mix. As a lower share of
the revenue comes from product sales and key accounts, and more comes from Project and service sales,
less working capital is needed as cash conversion is shorter in these segments. This has also been a part of
the new “Accelerate Core”-strategy – to improve working capital.
Operating profit (EBITDA) amounted to DKK 19.3m in 2023 (2022: DKK 22.8 m) equivalent to an EBITDA
margin of 8.1 % (2022: 9.4%). The decrease in the EBITDA margin is linked to the above-mentioned effects.
Adjusted for IFRS corrections, EBITDA was within the latest guidance of DKK 12-14m.
Despite the lower activity in the first half of 2023, management decided actively not to make any
adjustments to the fixed cost base. The aim was and is to be able to deliver on the “Accelerate Core”-
strategy in the coming years – and for that the company needs its skilled resources.
Earnings before tax (EBT) amounted to DKK -7.0 in 2023 (2022: DKK -1.8), equivalent to an EBT margin of -
2.9% (2022: -0.7%)
Profit after tax amounted to DKK -11.1m in 2023 (2022: DKK -2.0m). Evaluation of a tax loss carried forward
as a tax asset has resulted in a significant increase in tax costs. Main effect from high effective tax rate
comes from correction of tax concerning previous years and change in deferred tax. Both the existing tax
assets and the assets arising from the loss in 2023 have been evaluated lower and to zero for 2023.
The result is considered satisfactory in the light of the challenging interest rate situation in the beginning of
the year.
Management commentary, continued
13
OUTLOOK FOR 2024
At the end of 2023, Equity amounted to DKK 25.9m (End of 2022: 34.3), equivalent to an equity ratio of
17.7% (net cash). The target is to be above 30%.
The result is considered satisfactory in the light of the challenging situation beginning of the year as
described above.
Net interest-bearing debt end 2023 amounted to DKK 34.8m (End of 2022: 39.6m). The change is primarily
related to the decrease in net working capital as explained above. Access to capital and good banking
relationships have proved to be advantageous.
Financial gearing calculated as NIBD/EBITDA amounted to 1.8 at the end of 2023. (End of 2022: 1.8). The
target is to be below 2.0.
At the end of 2023, net working capital amounted to DKK 35.0m (End of 2022: 40.0m). Net working capital
as a percentage of revenue (12-month running) ended at 14.0% (End of 2022: 18.1%).
The cash conversion improved from 127 days in 2022 to 102 days in 2023. This improvement has resulted in
a reduction in the facilities at our banks.
Cash flow from investment activities in 2023 amounted to DKK -6.1m (2022: -9.5) and have been reduced
seen in the light of low revenue activity in the first part of 2023. Normally there is a relatively high level of
investment to boost digitalization (lead generation, software development, etc) – but this has been leveled
out to match acitivity.
In 2024, revenue is expected to grow organically by approximately 5-10% to DKK 240-265m and EBITDA to
grow to DKK 23-29m. This outlook includes IFRS adjustments – but is unchanged compared to the
announcement made 13-12-2023 excluding the IFRS adjustments.
The outlook for 2024 includes a high level of uncertainty particular in relation to projects and the residential
segment due to higher interest rates. However, WindowMaster is expecting the business environment to
improve during 2024, and especially during 2025. The uncertainty relates to when the improved business
environment will materialize in terms of increasing orders and revenue. As a result, WindowMaster’s
guidance for 2024 is below the targeted growth of 10-15% as announced in the strategy plan from June
2022. However, it is Management’s assessment that the most realistic growth scenario is between 5-10% -
coming partly from price increases and increasing project volumes in North America and UK (including carry
over from 2023).
The fixed cost and investment base is expected to be kept unchanged, which is expected to lead to
improved lead generation, opportunities, and revenue. Increased profitability and high cash conversion will
further reduce the financial gearing. Thus, NIBD/EBITDA is expected to be below the target of maximum 2.0
by the end of 2024. Unforeseen events such as geopolitical uncertainty and supply disruptions may impact
developments in 2024.
Management commentary, continued
14
INTELLECTUAL CAPITAL RESOURCES
RESEARCH AND DEVELOPMENT ACTIVITIES
RISKS
EVENTS AFTER THE BALANCE SHEET DATE
No events have occurred after the balance sheet date to this date, which would influence the evaluation of
this annual report.
The Company continues its focus to develop highly efficient solutions to secure the position as frontrunner
in the market. These activities have gone from more hardware driven developments to more software and
digital solutions. This has also been the case in 2023 and will remain the focus in the coming years. On top of
this there are requirements to invest in CE-marking of the solutions towards the Smoke Ventilation market –
investments that the Company will continue as a high priority also in the coming years.
WindowMaster is exposed to market risks including currency risks, interest risks and commodity price risks
as part of its ongoing operations and investment activities. As a supplier to the global construction industry,
the company is also partly exposed to cyclical market developments and a potential economic slowdown.
However, WindowMaster acts within a niche industry that are less affected by economic fluctuations.
The key commercial risks relate to the company’s ability to effectively manage the anticipated growth. This
involves attracting sufficient and skilled employees and safeguarding the level of competencies and market
knowledge within the company. Additionally, the company is dependent on consistent and timely delivery of
materials from suppliers to the assembly facility in Herford, Germany.
The Company has no significant risks relating to individual customers or cooperative partners other than the
usual business risks as well as generally occurring customer/supplier relationships. The Company is not
directly affected by the situation in Ukraine and does not have any activity or sales in the affected region.
The Company continuously relates to the necessity of being able to attract, retain and develop employees
with the right competences where each employee has a clearly defined responsibility and a large influence
on the planning and performing of his/her own tasks. Information and knowledge sharing across the
organization are given high priority, partly for the sake of the employees and partly to maintain the
Company’s leading position on the market.
Consolidated income statement for 01.01.2023 - 31.12.2023
15
2023 2022
Notes DKK DKK
5 Revenue 237.987.985 241.428.266
Cost of sales -80.508.239 -86.525.730
Freight and other cost of sales -5.204.606 -4.763.242
6 External costs -40.325.934 -38.395.313
Gross profit 111.949.206 111.743.981
7 Staff costs -92.671.209 -88.969.982
8 Depreciation, amortisation and impairment losses -20.614.556 -19.441.164
Operating profit/loss -1.336.559 3.332.835
9
Finance income
9 Finance expense -7.357.683 -8.027.794
Profit/loss before tax -7.018.972 -1.753.691
10 Tax on profit/loss for the year -4.058.333 -206.309
Profit/loss for the year -11.077.305 -1.960.000
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation of foreign operations 449.365 112.384
Total comprehensive income for the period -10.627.940 -1.847.616
11 Earnings per share for profit attributable to the ordinary
equity holders of the company:
Basic earnings per share -0,82 -0,15
Diluted earnings per share -0,82 -0,15
Consolidated balance sheet as at 31.12.2023
16
Assets
2023 2022 1 Jan 2022
Notes DKK DKK DKK
Software 7.415.952 10.035.145 11.367.368
Completed Development projects 6.814.919 6.544.880 5.802.573
Development projects in progress 3.872.671 4.251.449 4.338.121
Acquired customer contracts 4.423.489 7.626.981 9.079.466
12 Intangible assets 22.527.031 28.458.455 30.587.528
Other fixtures and fittings, tools and equipment 3.234.297 3.369.128 3.320.399
14 Right-of-use-assets 28.911.633 27.873.090 32.437.778
Leasehold improvements 1.630.963 1.991.277 2.013.244
13
Property, plant and equipment
Deposits 1.145.769 986.660 985.247
15 Non-current financial assets 1.145.769 986.660 985.247
18 Deferred tax 4.134.423 5.463.086 2.944.038
19 Receivables from related parties 2.596.553 2.670.365 2.430.962
Non-current assets 64.180.669 70.812.061 74.719.196
16 Inventories 29.659.654 34.144.309 44.300.673
17 Trade receivables 39.755.518 31.440.637 22.253.859
20 Contract assets 3.860.153 4.700.948 4.295.718
Income tax receivables 1.447.199 492.917 0
17 Other receivables 4.965.842 2.540.117 4.304.908
Prepayments 2.632.735 2.901.854 2.719.613
Receivables 52.661.447 42.076.473 33.574.098
Cash 2.514.811 3.043.078 4.638.915
Current assets 84.835.912 79.263.860 82.513.686
Total assets 149.016.581 150.075.921 157.232.882
Consolidated balance sheet as at 31.12.2023
17
Liabilities
2023 2022 1 Jan 2022
Notes DKK DKK DKK
21 Share capital 14.512.903 14.512.903 14.512.903
Warrant programs 8.589.982 6.422.232 4.281.488
Retained earnings 1.376.402 12.453.707 14.413.707
Equity 25.923.419 34.383.609 34.090.481
14
Lease liabilities
25
Other payables
Non-current liabilities 24.562.842 25.237.052 26.975.552
25 Current portion of long-term liabilities 709.394 1.138.484 719.487
14
Lease liabilities
17 Bank loans 37.314.850 42.651.852 39.827.789
20 Contract liabilities 7.605.216 4.265.435 4.247.057
17
Trade payables
Income tax payables 1.863.617 809.115 871.247
22 Provisions 856.920 926.157 981.917
23
Other payables
Current liabilities 98.530.320 90.455.260 96.166.849
Liabilities other than provisions 123.093.162 115.692.312 123.142.401
Equity and liabilities 149.016.581 150.075.921 157.232.882
25 Financial risk management
26 Capital management
27 Unrecognized rental and lease commitments
28 Contingent liabilities
29 Assets charged and collateral
30
Group relations
31 Interest in other entities
32 Transactions with related parties
33 Related parties with controlling interest
34 Subsequent events
Reserve for current value adjustments of
currency gains
18
Total
DKK DKK DKK DKK DKK
Total
DKK DKK DKK DKK DKK
The company's board of directors is authorized to use incentive remuneration in the form of warrants
until 16 March 2026, to increase the company's share capital one or more times by up to nominal DKK
1,150,102 in shares, without pre-emptive rights for the company's shareholders.
-11.077.305
-11.077.305
Equity at 31/12
2023
-1.960.000
-1.960.000
Currency
translation
reserve
Profit/loss for the
year
Share capital
Warrant
programs
Equity at 1/1 2023
Other
comprehensive
income
Retained
earnings
Consolidated statement of change in equity
Warrants issued
during the year
Currency
translation
reserve
Share capital
Warrant
programs
Retained
earnings
Warrants issued
during the year
Profit/loss for the
year
Equity at 31/12
2022
Equity at 1/1 2022
Other
comprehensive
income
Consolidated cash flow statement for 01.01.2023 - 31.12.2023
19
2023 2022
Notes DKK DKK
Operating profit/loss -1.336.559 3.332.835
Amortisation, depreciation and impairment losses 20.614.556 19.441.164
Warrant program 2.167.750 2.140.744
24 Working capital changes 7.562.661 -736.448
Cash flow from ordinary operating activities 29.008.408 24.178.295
Financial Income received 1.675.270 2.941.268
Financial expenses paid -7.022.949 -7.689.723
Income taxes refunded/(paid) -2.361.486 -5.039.458
Cash flow from operating activities 21.299.243 14.390.382
Acquisition etc of intangible assets -4.175.044 -7.305.944
Acquisition etc of property, plant and equipment -1.351.120 -1.836.102
Earn-out regarding purchase of subsidiaries -619.512 -371.855
Cash flows from investing activities -6.145.676 -9.513.901
Lease liabilities principal installments -10.453.554 -9.259.425
Bank loans -5.337.002 2.824.063
Cash flows from financing activities -15.790.556 -6.435.362
Increase/decrease in cash and cash equivalents
-636.989 -1.558.881
Cash and cash equivalents beginning of year 3.043.078 4.638.915
Exchange rate adjustments on cash and cash equivalents 108.722 -36.956
Cash and cash equivalents end of year 2.514.811 3.043.078
Cash and cash equivalents at year-end are composed of:
Cash 2.514.811 3.043.078
Cash and cash equivalents end of year 2.514.811 3.043.078
Contents of the notes to the consolidated financial statements
20
Note 1 Summary of significant accounting policies
Note 2 Critical estimates, judgements and errors
Note 3 First time adoption of IFRS
Note 4 Operating segments
Note 5 Revenue from contracts with customers
Note 6 Fees to auditors appointed at the general meeting
Note 7 Staff costs
Note 8 Depreciation, amortization and impairment losses
Note 9 Financial income and expenses
Note 10 Tax on profit/loss for the year
Note 11
Number of shares used as the denominator
Note 12 Intangible assets
Note 13 Property, plant and equipment
Note 14 Right-of-use-assets & liabilities
Note 15
Fixed assets investments
Note 16 Inventories
Note 17 Financial assets and financial liabilities
Note 18 Deferred tax
Note 19
Receivables from related parties
Note 20
Contract assets & liabilities
Note 21 Share capital
Note 22
Provisions
Note 23
Other short-term payables
Note 24 Change in working capital
Note 25 Financial risk management
Note 26 Capital management
Note 27
Unrecognized rental and lease commitments
Note 28 Contingent liabilities
Note 29
Assets charged and collateral
Note 30
Group relations
Note 31
Interest in other entities
Note 32 Transactions with related parties
Note 33 Related parties with controlling interest
Note 34 Subsequent events
Note 1 Summary of significant accounting policies
21
Basis of preparation
First-time adoption of IFRS
Refer to note 3 for information on how the Group adopted IFRS.
New standards and interpretations not yet adopted
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that
control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted
by the Group. These standards, amendments or interpretations are not expected to have a material impact
on the Group in the current or future reporting periods and on foreseeable future transactions.
This note provides a list of the significant accounting policies adopted in the preparation of these
consolidated financial statements. These policies have been consistently applied to all the years presented,
unless otherwise stated. The consolidated financial statements are for the group consisting of
WindowMaster International A/S and its subsidiaries ('the Group').
The consolidated financial statements for the Group have been prepared in accordance with IFRS
Accounting Standards as adopted by the EU as well as additional the Danish disclosure requirements
applying to entities of reporting class Medium-C for large enterprises.
These consolidated financial statements are the first consolidated financial statements that are presented in
accordance with IFRS.
The comparative figures for 2022 in the income statement and the balance sheet items as at 1 January 2022
and 31 December 2022 were restated in accordance with IFRS. The accounting policies applied are based on
the standards and interpretations effective for 2023. No standards or interpretations which are not yet
effective have been adopted.
The consolidated financial statements are presented in Danish Kroner ('DKK').
Accounting policies, continued
22
Foreign currency translation
Functional and presentation currency
Transactions and balances
Income statement
Other external expenses
Cost of sales
Cost of sales comprises goods consumed in the financial year measured at cost, adjusted for ordinary
inventory writedowns.
Other external expenses include expenses relating to the Entity’s ordinary activities, including expenses for
premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of
receivables recognised in current assets.
Staff Costs
Staff costs comprise salaries and wages as well as social security contributions, pension contributions, etc for
entity staff.
Remuneration to part of the Executive Board is not included in staff costs as the Executive Board is partially
remunerated by the Parent. Management fee is recognised under other external expenses, and the share
attributable to remuneration to the Executive Board is included as part of the management remuneration
disclosed in the notes.
Refer to note 5 on the accounting policies related to the recognition of revenue from contracts with
customers.
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 recognised in profit or loss. They are deferred in equity if they are
attributable to part of the net investment in a foreign operation.
The results and financial position of foreign operations that have a functional currency different from Danish
Kroner are translated into Danish Kroner 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, and
- all resulting exchange differences are recognized in other comprehensive income
On consolidation, exchange differences arising from the translation of any net investment in foreign entities
are recognized in other comprehensive income. When a foreign operation is sold, the associated exchange
differences are reclassified to profit or loss, as part of the gain or loss on sale.
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’). The
consolidated financial statements are presented in Danish Kroner (DKK), which is the also parent's functional
currency.
Revenue
Accounting policies, continued
23
Other financial income
Tax on profit/loss for the year
Other financial expenses comprise interest expenses, including interest expenses on payables to group
enterprises, net capital or exchange losses on securities, payables and transactions in foreign currencies,
amortisation of financial liabilities as well as tax surcharge under the Danish Tax Prepayment Scheme etc.
Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the
income statement by the portion attributable to the profit for the year and recognised directly in equity by
the portion attributable to entries directly in equity.
The Parent is jointly taxed with all Danish subsidiaries and other Danish group enterprises. Current Danish
income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation
with a refund concerning tax losses).
Other financial expenses
Depreciation, amortisation and impairment losses
Depreciation, amortisation and impairment losses relating to tangible and intangible assets comprise
depreciation, amortisation and impairment losses for the financial year, as well as gains and losses from the
sale of tangible and intangible assets.
Other financial income comprises interest income, including interest income on receivables from group
enterprises, net capital or exchange gains on securities, payables and transactions in foreign currencies,
amortisation of financial assets as well as tax relief under the Danish Tax Prepayment Scheme etc.
Financial expenses from group enterprises
Financial expenses from group enterprises comprise interest expenses etc from payables to group
enterprises.
Accounting policies, continued
24
Balance
Capitalised development costs are amortised from the point at which the asset is ready for use.
Development projects 5 years
Acquired customer contracts 5 years
Intellectual property rights etc 3-10 years
Property, plant and equipment
Other fixtures and fittings, tools and equipment 3-5 years
Leasehold improvements 5 years
Amortisation methods and useful lives
The Group amortises intangible assets with a limited useful life, using the straight-line method over the
following periods:
Other fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and
impairment losses.
Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of
the asset until the time when it is ready to be put into operation.
The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line
depreciation is made on the basis of the following estimated useful lives of the assets:
Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.
Development projects
Costs associated with research are recognised as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and unique software products controlled by the
group are recognised as intangible assets where the following criteria are met:
- it is technically feasible to complete the software so that it will be available for use
- management intends to complete the software and use or sell it
- there is an ability to use or sell the software
- it can be demonstrated how the software will generate probable future economic benefits
- adequate technical, financial and other resources to complete the development and to use or sell the
software are available, and
- the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of a development project include employee costs and
an appropriate portion of relevant overheads.
Acquired customer contracts
Intellectual property rights etc
Intellectual property rights etc comprise acquired intellectual property rights.
Intellectual property rights acquired are measured at cost less accumulated amortisation. Intellectual
property rights acquired are amortised on a straight-line basis over their estimated useful lives. The
amortisation period is usually five years.
Separately acquired customer contracts are shown at historical cost. Trademarks and other rights acquired
in a business combination are recognised at fair value at the acquisition date. They have a finite useful life
and are subsequently carried at cost less accumulated amortisation and impairment losses.
Accounting policies, continued
25
Inventories
Contract assets
Trade receivables
Impairment of assets
Inventories are measured at the lower of cost using the FIFO method and net realisable value.
Cost consists of purchase price plus delivery costs. Cost of manufactured goods and work in progress
consists of costs of raw materials, consumables, direct labour costs and indirect production costs. Indirect
production costs comprise indirect materials and labour costs, costs of maintenance, depreciation of
machinery, factory buildings and equipment used in the manufacturing process, and costs of factory
administration and management. Financial costs are not included in cost.
The net realisable value of inventories is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.
The net realisable value of inventories is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.
Contract assets are measured at the selling price of the work carried out at the balance date.
The selling price is measured based on the stage of completion and the total estimated income from the
individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total
budgeted consumption of resources.
If the selling price of a project in progress cannot be made up reliably, it is measured at the lower of costs
incurred and net realisable value.
Each contract in progress is recognised in the balance sheet under receivables or liabilities other than
provisions, depending on whether the net value, calculated as the selling price less prepayments received, is
positive or negative.
Costs of sales work and of securing contracts as well as financecosts are recognised in the income statement
as incurred.
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they
contain significant financing components when they are recognised at fair value. They are subsequently
measured at amortised cost less loss allowance. The group applies the IFRS 9 simplified approach to
measuring expected credit losses which uses a lifetime expected loss.
Development projects in progress are not subject to amortisation and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that they might be impaired. Other non-
current assets are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised 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, if any, that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
Estimated useful lives and residual values are reassessed annually.
For leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed the
contract period.
Accounting policies, continued
26
Other receivables
Prepayments
Dividend
Deferred tax
Cash comprise of petty cash and bank deposits outside of the cash-pool.
Provisions
Other provisions comprise anticipated costs of non-recourse guarantee commitments and loss on contract
work in progress.
Other provisions are recognised and measured as the best estimate of the expenses required to settle the
liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the
balance sheet date are measured at their discounted value.
Non-recourse guarantee commitments comprise commitments to remedy defects and deficiencies within
the guarantee period.
Once it is probable that total costs will exceed total income from a contract in progress, provision is made
for the total loss estimated to result from the relevant contract.
Trade and other payables
These amounts represent liabilities for goods and services provided to the group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition. Trade and other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.
Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at
cost.
Dividend is recognised in the balance sheet as a liability when adopted at the annual general meeting.
Proposed but not yet paid dividend for the financial year is recognised in equity until approved by the
shareholders at the general meeting.
Deferred tax is recognised on all temporary differences between the carrying amount and the tax-based
value of assets and liabilities, for which the tax-based value is calculated based on the planned use of each
asset or the planned settlement of each liability.
Deferred tax assets, including the tax base of tax loss carry forwards, are recognised in the balance sheet at
their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.
Cash
Other receivables consist of accrual accounting, deposits and other accounts receivable.
Accounting policies, continued
27
Borrowings
The cash flow statement shows cash flows from operating, investing and financing activities as well as cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the op-
erating profit/loss adjusted for non-cash operating items, working capital changes and income taxes paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments as well as purchase, development, improvement and sale,
etc of intangible assets and property, plant and equipment, including acquisition of assets held under
finance leases.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs as well as the raising of loans, inception of finance leases, instalments on interest-bearing
debt, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk less short-
term bank loans.
Cash flow statement
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in profit or loss over the period of the borrowings using the
effective interest method.
Income tax receivable or payable
Current tax receivable or payable is recognised in the balance sheet, stated as tax calculated on this year's
taxable income, adjusted for prepaid tax.
Note 2 Critical estimates, judgements and errors
28
Significant judgements
Leasing period for rental agreements
Recognition of revenue related to work over time
As part of the preparation of the financial statements, Management makes a number of accounting
estimates and assumptions as a basis for recognizing and measuring the Groups assets, liabilities, income,
and expenses as well as judgements made in applying the Group’s accounting policies. The estimates,
judgements and assumptions made are based on experience gained and other factors that are considered
sensible by Management in the circumstances, but which are inherently subject to uncertainty and volatility.
The assumptions are always made with an best estimate approach to ensure that the level of uncertainty is
at a minimum. Unforeseen events or circumstances may occur, for which reason the actual results may
differ from the estimates and judgements made.
Management considers the following accounting estimates and judgements to be significant in the
preparation of the financial statements.
Tax loss carried forward
Revenue recognized over time is based on a percentage-of-completion for project revenue based on the
actual costs occurred versus the budgeted costs for each project. The recognition of the percentage-of-
completion is based primarily on the actual costs versus budgeted cost, where budget are being review each
month with the project manager and the finance department plus the CFO for the Group. This secures a high
level of certainty that close monitoring of the percentage-of-completion, recognizes the correct revenue in
the profit and loss.
Executive management of the Group have decided to write down the booked value of the tax loss carried
forward. This the best estimate of Management to ensure that the booked value in the financial statement
reflex the expected use of the tax loss carried forward for the coming years.
The Group has several rental agreements, with no end-date for rental of office spaces. The agreements are
rolling agreements for a given time, but according to the IFRS 16, management has taken a look at for how
long it's fair to determine with reasonable certainty that the given entity within the Group will stay at that
given location. If the rental contract doesn't have a fixed ending date, the Group has elected to use a 5 year-
period for the leasing duration.
29
Notes
3 First-time adoption of IFRS
Notes to the reconciliation from Danish GAAP to IFRS
Leases
Share-based payments
Cash flow statement
Notes to consolidated financial statements
The financial statements for the year ended 31 December 2023 are the first that the Group has
prepared in accordance with IFRS. For periods up to and including the year ended 31 December
2022, the Group prepared its financial statements in accordance with The Danish Financial
Statements Act (’Danish GAAP’)
The Group has prepared financial statements that comply with IFRS applicable as at 31 December
2023, together with the comparative period information for the year ended 31 December 2022.
In preparing these financial statements, the Group’s opening statement of financial position was
prepared as at 1 January 2022 (date of transition to IFRS).
The disclosures required by IFRS 1 First-time Adoption of IFRS explaining the principal adjustments
made by the Group in restating Danish GAAP financial statements are provided below.
Except in respect of leases and share-based payments, as described below, there was no material
impact on the cash flow statement in the adoption of IFRS.
In accordance with the provisions in IFRS 1, the Group has adopted IFRS 16 Leases from the date of
transition. With the adoption of IFRS 16, the Group recognized lease liabilities in relation to leases
which under Danish GAAP were classified as operating leases. These liabilities were measured at
the present value of the remaining lease liabilities as at the transition date using the incremental
borrowing rates of 1 January 2022. The weighted average incremental borrowing rate applied was
2,99% at the date of transition. The associated right-of-use assets were measured at the amount
equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
By 31 December 2022, a lease liability and a right-of-use asset of DKK 32,437,778 was recognized.
In the cash flow statement, lease payments were under presented in cash flow from operating
activities Danish GAAP. Under IFRS, the principal element of lease payments are presented in cash
flows from financing activities, whereas the interest element is presented as cash flows from
operating activities.
In accordance with the provisions in IFRS 1, the Group has adopted IFRS 2 Share-based payments
from the date of the transaction. With the adoption of IFRS 2, the Group recognized share-based
payments which under Danish GAAP were not recognized. These share-based payments were
measured at the grant date at estimated fair-value by using the Black-Scholes model. For further
information see note 6. By 31 December 2022, share-based payments of DKK 2,140,744 was
recognised.
In the cash flow statement, share-based payments were not presented in accordance with Danish
GAAP. Under IFRS, the principal element of share-based payments are reversed in cash flows from
operating activities as it does not have any cash effect.
30
3 First-time adoption of IFRS continued
Exemptions applied
Impact on consolidated income statement 2022
2022 IFRS applied 2022
DKK DKK DKK
Revenue 241.428.266 - 241.428.266
Cost of sales 86.599.332- 73.602 86.525.730-
Freight and other cost of sales 4.763.242- - 4.763.242-
External costs 46.514.856- 8.119.543 38.395.313-
Gross profit 103.550.836 8.193.145 111.743.981
Staff costs 86.829.238- 2.140.744- 88.969.982-
Operating profit/loss 5.309.825 1.976.990- 3.332.835
Finance income 2.770.490 - 2.770.490
Finance expense 7.035.775- 821.241- 7.857.016-
Profit/loss before tax 1.044.540 2.798.231- 1.753.691-
Tax on profit/loss for the year 843.097- 165.824 677.273-
Profit/loss for the year 201.443 2.632.407- 2.430.964-
After IFRS
adoption
Impact from
adoption
As reported
under DFSA
By the transition date, 1 January 2022, there as been changes for recognition of warrants of DKK
4,281,488 directly on the equity according to IFRS 2. Recognition of right-of-use-assets and lease
liabilities of DKK 32,437,778 under assets and liabilities according to IFRS 16.
- Leases: Lease liabilities were measured at the present value of the remaining lease payments,
discounted using the lessee’s incremental borrowing rate at 1 January 2022. Right-of-use assets
were measured at the amount equal to the lease liabilities, adjusted by the amount of any prepaid
or accrued lease payments relating to that lease recognized in the statement of financial position
immediately before 1 January 2022. The lease payments associated with leases for which the lease
term ends within 12 months of the date of transition to IFRS and leases for which the underlying
asset is of low value have been recognized as an expense on either a straight-line basis over the
lease term or another systematic basis.
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain
requirements under IFRS. The Group has applied the following exemptions:
- The Group assessed all contracts existing at 1 January 2022 to determine whether a contract
contains a lease based upon the conditions in place as at 1 January 2022.
Depreciation, amortization and impairment
losses
11.411.773-
8.029.391-
19.441.164-
- IFRS 3 Business Combinations has not been applied to either acquisitions of subsidiaries that are
considered businesses under IFRS, or acquisitions of interests in associates and joint ventures that
occurred before 1 January 2021. Use of this exemption means that the Danish GAAP carrying
amounts of assets and liabilities, that are required to be recognised under IFRS, are their deemed
cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance
with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the
opening IFRS statement of financial position. The Group did not recognise any assets or liabilities
that were not recognised under Danish GAAP or exclude any previously recognised amounts as a
result of IFRS recognition requirements.
Furthermore, there are reclassified amounts as a result of IFRS 16. The reclassifications are made
from operating profit/loss to financial expenses paid and lease liabilities principal installments. The
amount for the latter is DKK 10.5 million and for financial expenses it is DKK 821k. The total
amount is moved from operating profit/loss.
Notes to consolidated financial statements, continued
31
3 First-time adoption of IFRS continued
Impact on consolidated statement of financial position 2022
31/12 2022 IFRS applied 31/12 2022
DKK DKK DKK
Assets:
Right-of-use-assets 0 27.873.090 27.873.090
Goodwill 7.626.981 -7.626.981 0
Acquired customer contracts 0 7.626.981 7.626.981
Deferred tax 4.825.358 165.824 4.991.182
Equity:
Share capital 14.512.903 0 14.512.903
994.842 0 994.842
Warrant programs 0 6.422.232 6.422.232
Retained earnings 18.896.638 -6.913.970 11.982.668
Liabilities:
Lease liabilities 0 -28.531.517 -28.531.517
4
Operating segments
Currency translation reserve
As reported
under DFSA
Impact from
adoption
After IFRS
adoption
The Group serves 5 segments/geographical areas, which is inherent in the way Executive
Management considers and operates the Company. The cost related to the main nature of the
business, being development, production and service of ventilation systems, are not attributable
to any specific revenue stream or customer type but are measured based on geographical areas.
The earnings before interest, tax, depreciations and amortization (EBITDA) of the 5 reporting
segments, comprising the geographical areas of the business, are shown below.
The segment performance is evaluated by the CODM monthly based on EBITDA for the segments
and is measured consistently with EBITDA in the financial statements of the Group.
The Executive management and the Board of Directors is the Chief Operating Decisions Maker
(CODM), which is responsible for the strategic decision making and for the monitoring of the
operating results of the single operating segment for the purpose of performance assessment.
Segment performance is evaluated by the CODM based on EBITDA for the single segment and is
measured consistently with EBITDA in the financial statements of the Company.
The total impact on equity at 31 December 2022 is DKK 491.6k and is a result of IFRS 16. There are
no effect on equity at 1 January 2022. IFRS 2 has no effect on equity.
Notes to consolidated financial statements, continued
The profit & loss effect from IFRS 16 is DKK 491.6k for 2022. The profit & loss effect from the
implementation of IFRS 2 is DKK 2.1 million as presented above. The cost has no tax effect as it is
considered as non tax-deductible cost.
32
4
Operating segments continued
2023 2022
Operating segments fixed assets DKK DKK
Denmark 43.497.132 48.845.692
Germany 9.654.335 8.562.139
Other 4.298.226 5.270.778
Total fixed assets
57.449.693 62.678.609
Operating segments revenues
Denmark 80.235.256 72.779.086
Switzerland 27.995.719 31.074.897
Germany 54.956.324 53.765.705
United Kingdom
37.582.787 36.761.466
Total revenues
200.770.086 194.381.154
Information about major customers
5 Revenue from contracts with customers
Revenue recognized at a point in time:
Product revenue 126.346.340 141.994.454
Service revenue
51.069.802 48.603.920
Total revenue recognized at a point in time 177.416.142 190.598.374
Revenue recognized over time:
Project revenue
60.571.843 50.829.892
Total revenue recognized over time: 60.571.843 50.829.892
Notes to consolidated financial statements, continued
The CODM monitors EBITDA which is attributable to the geographical areas listed below:
The Group has one major customer in 2023 (2022: one) located in the geographical area Nordic
and DACH. Revenue from the customer during 2023 was DKK 29m (2022: 38m DKK). The Group has
long standing relationships with the major customer.
33
5 Revenue from contracts with customers
Product revenue
Service revenue
Project revenue
2023 2022
6 Fees to auditors appointed at the general meeting DKK DKK
PricewaterhouseCoopers (2022 Deloitte):
Statutory audit fee 490.000 570.000
Other assurance services - -
Tax & direct tax consultancy - 70.000
Other servics 450.000 -
Total 940.000 640.000
7 Staff costs
Wages and salaries 80.532.145 77.258.985
Warrants program 2.167.750 2.140.744
Pension costs 4.231.923 4.248.880
Other social security costs 5.739.391 5.321.373
Total 92.671.209 88.969.982
Average number of employees 130 131
Revenue related to project sales is recognized over time using a percentage-of-completion
measure for actual costs occurred versus the budget calculated before the project start. Revenue
is recognized over time because the delivery of products and hours used on the projects, is used
over a long period of time. Projects can vary in duration from 6 months up to 5 years. The
contracts for projects has agreed milestone payments within and a part of the milestone payments
is paid upfront.
Revenue arising from product sales, is sales of standardized products to partners, distribution and
other customers. These products are recognized in the profit and loss once the delivery of
products has happened.
Revenue from service is related to visits of technicians at the customer. During a service visit, there
will be consumed hours from the technician and also replacements of existing products to new
products may occur. The revenue from this segment is recognized over the period of the service
contract. The maximum duration of a service visit is up to 5 days. The average service visit is 1 day
or less.
Project revenue arises from customized solutions for the specific refurbishment or building of a
new building. The ventilation solution is tailored to the customers need, and the duration of the
project can vary from project to project. Revenue is recognized as percentage-of-completion based
in actual costs occurred versus the budget made before the project start. The finance department
of the Group is involved with budget follow-ups each month the project managers, to ensure that
the correct revenue is recognized in the profit and loss during the financial year.
Notes to consolidated financial statements, continued
Revenue recognized at a point in time comprise the sale of products and service of previously sold
ventilation solutions. The revenue is recognized once the product has been delivered to the
customer and the service is completed at the customer. The group has set internal limits for when
a service must to be recognized under project revenue, for better matching of revenue and cost –
giving better margin follow-up. Generally payment for products and services are paid after delivery
of goods and services - except for service contracts that are paid beginning of the year.
34
7 Staff costs continued
2023 2022
Remuneration of management
DKK DKK
Board of directors:
Short-term benefits 825.000 825.000
Management:
Short-term benefits 6.924.758 6.456.272
Warrant program 1.051.750 1.385.190
Total amount of key management personnel 8.801.508 8.666.462
Warrants program
Costs of warrants program related to 2020-grant 0 2.140.744
Costs of warrants program related to 2023-grant 2.167.750 0
Total warrants cost related to grants 2.167.750 2.140.744
Specification of outstanding warrants
Number of warrants Employees Total
Outstanding 1. January 2022 10,42 398.807 253.785 652.592
Exercised 2022 N/A - - -
Granted 2023 5,78 175.000 250.000 425.000
Exercised 2023 N/A - - -
Cancellation of warrants * N/A - 86.255- 86.255-
Outstanding at 31. December
2022
10,42
398.807
Costs of warrants program are recognized in profit or loss as staff costs with a corresponding entry
in equity. In the year ended 31.12.2022 the period cost of warrants program for 2020 has been
recognized as the result of first time IFRS adoption.
A number of shares were granted as a warrants programme with the intention to be a combined
incentive and retention tool. If the employee leaves the company prior to exercising the warrants,
the warrants are lost, and the shares cancelled from the warrant programme. The warrants
granted in 2020 can be exercised after publication of the annual report for 2023, 2024 and 2025.
The warrants granted in 2023 can be exercised after publication of the annual report for 2024,
2025 and 2026. The exercise window is 2 weeks after the publication of the annual and semi-
annual reports.
Weighted
average
exercise price
652.592
Outstanding at 31. December
2023
573.807
417.530
991.337
Key
management
personnel
Notes to consolidated financial statements, continued
WindowMaster International A/S has an incentive programme under which warrants are awarded
to key employees. The criterias for earning such awards are based on the employee having a
central role in the business and having leadership responsibilities. After the completion of the
public listing in October 2020, employees were offered to participate in the company’s first
Employee Share Scheme (i.e., the warrant programme). WindowMaster International A/S has
granted warrants to key employees during the years 2020 and 2023.
8,67
253.785
*Cancelled warrants are the result of employees leaving their position before exercising their
warrants regarding all warrant programs for the year ended
35
7 Staff costs continued
Vesting and exercise periods of the 2 warrants programs
Total
2 weeks after publishing of annual and semi-annual reports
2 weeks after publishing of annual and semi-annual reports
Outstanding at 31. December 2023 991.337
Theoretical market value
Black-Scholes parameters: 2020 2023 2023
Granting date 27.10.2020 04.04.2023 08.06.2023
Initial issued warrants 725.102 325.000 100.000
Market share price (DKK) 10,42 6,01 5,15
Exercise price (DKK) 10,42 6,01 5,15
Theoretical market value (DKK) 1,7 0,24 0,21
Vesting period (No. Of months) 3Y 3M 1Y 10M
Approx. duration (Years [Y] and Months [M]) 5Y 8M 3Y 5M 3Y 3M
Volatility rate (% p.a.) 23,5% 2,89% 4%
Risk free interest rate (% p.a.) -0,4% 4% 4%
2023 2022
8 Depreciation, amortization and impairment losses DKK DKK
Amortization of intangible assets 9.952.711 9.613.200
Depreciation of property, plant and equipment 1.847.675 2.100.245
Depreciation of right-to-use-assets 8.814.170 7.731.534
0 -3.815
20.614.556 19.441.164
9
Finance income
Interest income 204.006 177.209
Gain of foreign exchange 1.471.264 2.764.059
Finance income
1.675.270 2.941.268
Finance expense
Interest expense 4.533.963 2.908.952
Loss on foreign exchange 2.315.214 4.426.641
Other financial expenses 508.506 692.201
Finance expense 7.357.683 8.027.794
Net finance expenses 5.682.413 5.086.526
375.000
The fair value of the warrants issued, are measured as a calculated market price at the grant date,
based on the Black-Scholes option pricing model. The calculation is based on the following
assumptions at the grant date:
04.26-05-26
08.26-09.26
04.27-05-27
04.25-05-25
80.25-09.25
04.26-05-26
616.337
04-23-03.24
04.25-05-25
80.25-09.25
Warrants programs
Profit/loss from sale of intangible assets and property, plant and
equipment
2023 warrant
program
10.20-12-23
04.24-05-24
08.24-09.24
2020 warrant
program
Notes to consolidated financial statements, continued
Vesting
period
Exercise
period 1
Exercise
period 2
Exercise
period 3
Warrants
program
36
2023 2022
10 Tax on profit/loss for the year DKK DKK
Current tax 1.920.573 1.813.676
Changes in deferred tax 1.328.663 -2.518.108
Adjustment concerning previous years 809.097 910.741
4.058.333 206.309
Calculation of effective tax rate
Profit before tax -7.018.972 -1.753.691
Tax using the Danish tax rate 22 % 1.544.174 385.812
Tax concerning previous years -809.097 -910.741
Effect of tax in foreign jurisdictions -1.590.093 -1.684.612
Non-tax-deductible expenses -165.719 -130.751
Tax-exempt income and tax incentives -1.708.935 -384.125
Changes in deferred tax for the year -1.328.663 2.518.108
Total income tax recognized in income statement -4.058.333 -206.309
Effective tax rate 58% 12%
11 Number of shares used as the denominator
13.513.208 13.513.208
Adjustments for calculation of diluted earnings per share
Warrants program 991.337 652.952
14.504.545 14.166.160
DKK
DKK
12 Intangible assets
Cost beginning of year 20.821.215 4.251.449
Additions 0 3.362.378
Transfer 3.741.156 -3.741.156
Cost end of year 24.562.371 3.872.671
-14.276.335 0
Amortization for the year -3.471.117 0
-17.747.452 0
Carrying amount end of year 6.814.919 3.872.671
Number of ordinary shares used as the denominator in
calculating the basic earnings per share
Number of ordinary shares and potential ordinary shares used as
the denominator in calculating diluted earnings per share
Completed
development
projects
Development
projects in
progress
Amortization and impairment losses beginning of year
Amortization and impairment losses end of year
The aim of development projects is to further develop the Company's products. During the financial
year, the Company has completed a series of projects. It is expected that the development projects in
progress are completed within 1 - 3 years.
Notes to consolidated financial statements, continued
37
12 Intangible assets continued
Software
DKK DKK
Intangible assets
Cost beginning of year 38.318.573 27.939.573
Exchanges rate adjustments 852 241.635
Additions 812.666 0
Disposals 0 -127.308
Cost end of year 39.132.091 28.053.900
-28.283.428 -20.312.592
Exchanges rate adjustments -852 -268.084
Amortization for the year -3.431.859 -3.049.735
-31.716.139 -23.630.411
Carrying amount end of year 7.415.952 4.423.489
DKK DKK
13
Property, plant and equipment
Cost beginning of year 19.342.508 3.201.588
Exchange rate adjustments 20.314 686
Additions 1.346.995 4.125
Cost end of year 20.709.817 3.206.399
Depreciation and impairment losses beginning of year -15.973.380 -1.210.311
Exchange rate adjustment -19.244 -346
Depreciation for the year -1.482.896 -364.779
Depreciation and impairment losses end of year -17.475.520 -1.575.436
Carrying amount end of year 3.234.297 1.630.963
14
Right-of-use-assets & liabilities
2023 2022
Right-of-use-assets DKK DKK
Buildings 21.062.207 21.004.028
Vehicles 6.535.143 5.792.523
Other 1.314.283 1.076.539
Total right-of-use-assets 28.911.633 27.873.090
Lease liabilities
Current 8.785.584 8.188.071
Non-current 21.129.692 20.343.446
Total lease liabilities 29.915.276 28.531.517
Acquired
customer
portfolio
Amortization and impairment losses beginning of year
Amortization and impairment losses end of year
Other fixtures
and fittings,
tools and
equipment
Additions to the right-of-use-assets during the 2023 financial year were 4,667,597 DKK (2022 -
4,393,914 DKK).
Leasehold
improve-
ments
Notes to consolidated financial statements, continued
38
2023 2022
Depreciation charge of right-to-use-assets DKK DKK
Buildings 5.245.933 4.927.393
Vehicles 3.169.267 2.466.970
Other 398.970 337.171
Total depreciation charge of right-to-use-assets
8.814.170 7.731.534
Interest expenses (included in finance expense) 889.857 821.242
777.698 525.586
0 0
Maturity analysis, undiscounted cash flow for leasing liabilities
Up to 1 year
8.929.737 8.277.418
1-2 years
8.132.292 5.932.703
2-3 years
7.111.348 5.235.870
3-4 years
5.453.383 4.299.440
4-5 years
2.213.666 3.098.445
More than 5 years
13.378 1.904.370
Total undiscounted leasing liabilities
31.853.803 28.748.246
Deposits
DKK
15 Fixed assets investments
Cost begging of year 986.660
Additions 158.670
Exchange rate adjustment 439
Cost end of year 1.145.769
Carrying amount end of year 1.145.769
2023 2022
16 Inventories DKK DKK
Raw materials 20.345.291 24.642.558
Finished goods 10.346.445 10.493.637
Writ down on inventories 1.032.082- 991.886-
Total inventories 29.659.654 34.144.309
Expenses relating to variable lease payments not included in
lease liabilities (included in external costs)
See accounting policies for information on assigning costs to inventories.
Inventories recognized as an expense during the 2023 financial year amounted to 68,421,641 DKK
(2022 - 78,994,408 DKK). These were included in cost of sales. Write down on inventories is part of
these expenses.
The statement of profit and loss shows the following amount related to leases:
Expenses relating to leases of low-value assets (included in
external costs)
Notes to consolidated financial statements, continued
39
17 Financial assets and financial liabilities
2023 2022
Financial assets at amortized cost: DKK DKK
Trade receivables 39.755.518 31.440.637
Other receivables 4.965.842 2.540.117
Deposits 1.145.769 986.660
Cash and cash equivalents 2.514.811 3.043.078
Total 48.381.940 38.010.492
Financial liabilities at amortized cost:
Trade payables 20.081.837 17.185.211
Other payables 21.312.902 15.290.935
Bank loans 37.314.850 42.651.852
Total 78.709.589 75.127.998
Trade receivables
Trade receivables 40.479.265 31.753.517
Loss allowance -723.747 -312.880
Total trade receivables 39.755.518 31.440.637
The carrying amounts are assessed as equivalent to the fair value of the assets and liabilities.
Trade receivables are amounts due from customers for goods sold or services performed in the
ordinary course of business. They are generally due after 7 days, and are therefore all classified as
current. Trade receivables are recognized initially at the amount of consideration that is
unconditional, unless they contain significant financing components, when they are recognized at
fair value. The group holds the trade receivables with the objective of collecting the contractual
cash flows and therefore measures them subsequently at amortized cost using the effective
interest method.
The group doesn't use any factoring arrangement regarding the trade receivables.
Management has assessed the expected credit loss related to trade receivables. The method is
chosen on the basis of historical experience. The material risk is covered by the assessment of
contract assets and the determination of percentage of completion and the valuation of contract
assets.
Notes to consolidated financial statements, continued
40
2023 2022
18 Deferred tax DKK DKK
Intangible assets -2.905.444 -3.390.684
Property, plant and equipment 436.836 473.115
Receivables -2.392.815 -2.267.473
Lease liabilities less right-to-use-assets 242.429 165.824
Tax losses carried forward 9.383.349 10.482.304
4.764.355 5.463.086
Changes during the year
Beginning of year 5.463.086
Recognized in the income statement -1.328.663
End of year 4.134.423
Tax losses carried forward
19 Receivables from group enterprises
2023 2022
20 Contract assets & liabilities DKK DKK
Sales value of production of the period 49.473.015 61.262.152
Payments received on account -53.218.078 -60.826.639
-3.745.063 435.513
Recognized as follows in the balance sheet:
Contract assets 3.860.153 4.700.948
Contract liabilities -7.605.216 -4.265.435
-3.745.063 435.513
Contract assets
Contract assets at start of year 435.513 48.661
Invoiced during the year 59.310.179 44.295.304
Sales value of production of the year -63.490.755 -43.908.452
Contract work in progress at end of year -3.745.063 435.513
Receivables from group enterprises, is not expected to be received within the next 12 months.
Tax losses carried forward is expected to be used within 3 - 5 years in the joint taxation. The loss
carried forward have been revaluated per December 31 2023. The total tax value of tax loss carried
forward amounts to DKK 12 million. The unrecognised tax value is DKK 3.9 million.
The significant assumptions for the recognized deferred tax assets are the current order logs,
pipeline considering a modest win rate and the legal requirements related to refurbishment in the
EU and North America, as well as the focus on sustainability and environmentally friendly solutions
which is an advantage for the Group.
Notes to consolidated financial statements, continued
41
Par value
Number DKK DKK
21 Share capital
Ordinary shares 14.512.903 1 14.512.903
14.512.903 14.512.903
22 Provisions
2023 2022
Provision for guarantee DKK DKK
Provision at start of year 926.157 981.917
Additions 0 0
Utilised during the year 0 0
Reversed during the year -71.370 -55.774
Exchange rate adjustment 2.133 14
Provision at end of year 856.920 926.157
2023 2022
23 Other short-term payables DKK DKK
VAT and duties 4.823.913 4.565.902
Payroll tax
2.539.322 1.921.867
Holiday pay obligation 3.486.331 3.230.596
Other costs payable 10.463.336 5.572.570
21.312.902 15.290.935
24 Change in working capital
Increase/decrease in inventories 4.484.655 10.156.364
Increase/decrease in receivables
-8.314.881 -9.186.778
Increase/decrease in Trade payables 3.951.128 -7.248.581
Changes in contract assets & liabilities 4.180.576 -386.852
Changes in other receivables/other payables 3.261.183 5.929.399
7.562.661 -736.448
25 Financial risk management
The Group has no derivative financial instruments.
Nominal value
Provision is made for estimated guarantee expenses related to products sold. The group offers a 5
year guarantee on products from the installation date. The general guarantee expenses orc cures
within the first 12-months of the selling date of the products. The group makes a provision for the
last 3-years actual guarantee expenses in percentage of the last 3-years turnover.
All shares are fully paid and no shares carry any special rights.
The group’s risk management is predominantly controlled by the central treasury department
under policies approved by the board of directors. Group treasury identifies, evaluates and hedges
financial risks in close co-operation with the group’s operating units. The board provides written
principles for overall risk management, as well as policies covering specific areas, such as foreign
exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-
derivative financial instruments, and investment of excess liquidity.
Notes to consolidated financial statements, continued
42
2023 2022
Impact on post tax profit and equity
DKK DKK
Change in USD rate - increase of 5%
1.025.007 1.198.302
Change in USD rate - decrease of 5%
- 1.025.007 - 1.198.302
Change in GBP rate - increase of 5%
- 989.704 - 1.906.983
Change in GBP rate - decrease of 5%
989.704 1.906.983
Change in CHF rate - increase of 5%
- 732.324 - 754.986
Change in CHF rate - decrease of 5%
732.324 754.986
Change in NOK rate - increase of 5%
- 179.906 - 200.939
Change in NOK rate - decrease of 5%
179.906 200.939
Cash flow and fair value interest rate risk
Impact on post tax profit and equity
2023 2022
Interest rate - increase of 0.5%
-1,8 -2,1
Interest rate - decrease of 0.5%
1,8 2,1
The group’s main interest rate risk arises from short-term borrowings with variable rates, which
expose the group to cash flow interest rate risk. Generally, the group enters into short-term
borrowings at floating rates available if the borrowing rate is lower than if the group borrowed at a
fixed rate. During 2023 and 2022, the group’s borrowings at variable rate were mainly
denominated in DKK and EUR.
The sensitivity of currency can be seen if measuring the revenue using last year reporting currency
on this year revenue. The deviation is 0.3% higher revenue in 2023 using 2022 reporting currency.
New customers are asked for pre-payment.
For derivative financial instruments, management has established limits so that, at any time, less
than 10% of the fair value of favorable contracts outstanding are with any individual counterparty.
The borrowings are periodically contractually repriced and to that extent are also exposed to the
risk of future changes in market interest rates.
Credit risk management
Credit risk is managed on a group basis based on information from credit rating bureau.
Notes to consolidated financial statements, continued
The main risk lies within currency risk – as there are exposures to USD, GBP, CHF, NOK, DKK, EUR.
The exposures are evaluated on a quarterly basis – and has, based on historic developments shown
that there is a natural hedging between the different cash flow in the different currencies. For that
reason and taking into account the cost of hedging there has not been used any hedging in the last
4 years and is not expected for the coming 1 year.
If customers are independently rated, these ratings are used. Otherwise, if there is no independent
rating, Finance department assesses the credit quality of the customer, taking into account its
financial position, past experience and other factors. Individual risk limits are set based on internal
or external ratings in accordance with limits set by the board. The compliance with credit limits by
customers is regularly monitored by management.
The table below demonstrates the sensitivity to a reasonably possible change in USD, GBP, CHF
and NOK exchange rate, with all other variables held constant. The Group’s exposure to changes in
EUR is not material due to DKK/EUR fixed rate policy.
43
Liquidity risk
2023 2022
Floating rate DKK DKK
Expiring within one year (bank overdraft)
3.954.507 -
Total 3.954.507 -
Maturities of financial liabilities
DKK
Less than
1 year
1 - 5 years
More than 5
years
Total
contractual
cash flows
Carrying
amount
At 31 December 2023
Trade
payables
20.081.837 - - 20.081.837 20.081.837
Bank loans 37.314.850 - - 37.314.850 37.314.850
Lease
liabilities
8.929.737 22.910.688 13.378 31.853.803 31.853.803
Other
payables
709.394 204.940 3.228.210 4.142.544 4.142.544
67.035.818 23.115.628 3.241.588 93.393.034 93.393.034
DKK
Less than
1 year
1 - 5 years
More than 5
years
Total
contractual
cash flows
Carrying
amount
At 31 December 2022
Trade
payables
17.185.211 - - 17.185.211 17.185.211
Bank loans 42.651.852 - - 42.651.852 42.651.852
Lease
liabilities
8.277.418 18.566.459 1.904.370 28.748.246 28.748.246
Other
payables
1.138.484 1.598.010 3.295.596 6.032.090 6.032.090
69.252.965 20.164.469 5.199.966 94.617.399 94.617.399
Notes to consolidated financial statements, continued
Prudent liquidity risk management implies maintaining sufficient cash and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due.
Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in
funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the group’s liquidity position on the basis of expected
cash flows. This is generally carried out at local level in the operating companies of the group, but
in close coordination by the group. In addition, the group’s liquidity management policy involves
projecting cash flows and considering the level of liquid assets necessary to meet these,
monitoring balance sheet liquidity ratios against internal and external regulatory requirements and
maintaining overall debt financing plans.
The Group had access to the following undrawn borrowing facilities at the end of the reporting
period:
The bank overdraft facilities may be drawn at any time and may be terminated by the bank
without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities
may be drawn at any time in either EUR or DKK.
44
26
27 Unrecognized rental and lease commitments
1.954.667 2.699.172
28
29
30
The group is involved in various court disputes, the outcome of which is not expected to affect the
group's financial position.
The assets provided security in has a book value of DKK 75,825,675.
Name and registered office of the Parent preparing consolidated financial statements for the
smallest group: Berkshire Boyter Holding ApS, Hørsholm.
Berkshire Boyter Holding ApS, Hørsholm.
During 2023, the group’s strategy, which was unchanged from 2022, was to maintain a gearing
ratio below 2.0. The ratio was 1.7 (2022: 1.7).
The unrecognized rental and lease commitments are based on variable non-lease elements that
exist in the recognized lease contracts. The disclosed amounts above is the minimum amounts
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Net interest-bearing debt divided by EBITDA.
Capital management
The group’s objectives when managing capital are to:
• safeguard their ability to continue as a going concern, so that they can continue to provide
returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
Notes to consolidated financial statements, continued
Consistent with others in the industry, the group monitors capital on the basis of the following
gearing ratio:
Group relations
A floating charge of DKK 52,358,700 nominal has been provided as security for bank loans. The
Groups inventory, receivables and fixed assets has been deposited as security.
Liabilities under rental or lease agreements until maturity in total
Contingent liabilities
The Group participates in a Danish joint taxation arrangement in which Berkshire Boyter Holding
ApS serves as the administration company. According to the joint taxation provisions of the Danish
Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the jointly taxed
entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is
disclosed in the administration company's financial statements.
The Group has provided performance and payments guarantees amounting to DKK 5,285,140.
Other payables consists of long-term holiday pay obligations and earn-out to previously owners of
Climatic A/S, that are due after more than 5 years. The earn-out regarding Climatic A/S is
recognised after best estimate based on the fair value hierarchy level 3. The significant
assumptions for the recognised earn-out is related to the expected EBIT of Climatic A/S. The
payable at 31 December 2023 is DKK 653k (2022: DKK 1.4 million).
Assets charged and collateral
45
31 Interest in other entities
Name of entity % %
*The German subsidiaries, made use of the exemption option in accordance with § 264 par. 3 HGB
(German Commercial Code) concerning the obligation to prepare notes, management report, as
well as to audit and to disclose the annual financial statements and the management report for
fiscal year 2023.
Marketing
company
Sale of
ventilation
solutions
WindowMaster Control
Systems Ltd.
WindowMaster GmbH*
Hamburg,
Germany
WindowMaster Int. Inc.
- WindowMaster Clearline Inc.
InShade ApS
WindowMaster Control
Systems Ltd.
Rudersdal,
Denmark
Rudersdal,
Denmark
Dublin, Ireland
100,0
100,0
100,0
WindowMaster Industries
GmbH*
100,0
Frederikstad,
Norway
Delaware, USA
Pennsylvania,
USA
Pennsylvania,
USA
Rudersdal,
Denmark
Climatic A/S
- Clearline Inc.
WindowMaster A/S
100,0
100,0
100,0
100,0
100,0
Principal
activities
100,0
100,0
WindowMaster Focair AG
WindowMaster BSI AS
Sale of fall
protection
solutions
Equity
interest 2022
Trimbach,
Switzerland
Production of
ventilation
solutions
100,0
Sale of
ventilation
solutions
Sale of
ventilation
solutions
100,0
100,0
100,0
100,0
100,0
Kettering,
Great Britan
The group’s principal subsidiaries at 31 December 2023 are set out below. Unless otherwise stated,
they have share capital consisting solely of ordinary shares that are held directly by the group, and
the proportion of ownership interests held equals the voting rights held by the group. The country
of incorporation or registration is also their principal place of business.
Country of
incorporation
Sale of
ventilation
solutions
100,0
100,0
Notes to consolidated financial statements, continued
100,0
100,0
Sale of
ventilation
solutions
Sale of
ventilation
solutions
Holding
company
Sale of
ventilation
solutions
Equity interest
2023
100,0
100,0
100,0
Sale of
ventilation
solutions
Herford,
Germany
46
32 Transactions with related parties
33 Related parties with controlling interest
34
Subsequent events
No events have occurred after the balance sheet date to this date, which would influence the
evaluation of this annual report.
Erik Koch Boyter, Immortellevej 10, DK-2950 Vedbæk possess through Berkshire Boyter Holding
ApS, CVR-no. 35042296, Selskabet af 5. februar 2015 ApS, CVR-no. 36501065 and WMa Holding
ApS, CVR-no. 41679298 the majority of shares, and has therefore like Berkshire Boyter Holding
ApS, Selskabet af 5. februar 2015 ApS and WMa Holding ApS controlling interest.
Notes to consolidated financial statements, continued
Transactions with related parties comprises of income tax receivables from joint taxation with the
administration company. There has not been other transactions with related parties other than the
remuneration of the Executive Board and Board of Directors disclosed in note 7. The transactions
during the period related to joint taxation amounts to a downpayment of DKK 74k. The
outstanding balance is from 2022 and 2021.
Parent income Statement for 01.01.2023 - 31.12.2023
47
2022
2023 Restated
Notes DKK DKK
Revenue 41.265.926 36.671.322
1 Other operating income 12.683.067 11.866.644
Total income 53.948.993 48.537.966
External costs -20.952.338 -20.684.992
Gross profit 32.996.655 27.852.974
2 Staff costs -32.048.347 -27.271.692
3 Depreciation, amortisation and impairment losses -10.304.435 -9.615.477
Operating profit/loss -9.356.127 -9.034.195
Income from investments in group enterprises 2.363.949 6.148.957
4
Finance income
936.665 1.499.675
Finance expenses -3.719.255 -3.215.558
Profit/loss before tax -9.774.768 -4.601.121
5 Tax on profit/loss for the year -1.302.537 2.641.121
6 Profit/loss for the year -11.077.305 -1.960.000
Parent balance sheet as at pr. 31.12.2023
48
Assets
2022
2023 Restated
Notes DKK DKK
Software 7.415.922 10.035.115
Completed development projects 6.814.919 6.544.880
Development projects in progress 3.498.535 3.877.313
7 Intangible assets 17.729.376 20.457.308
Other fixtures and fittings, tools and equipment 1.161.957 516.483
Right-of-use-assets 9.560.946 10.607.817
Leasehold improvements 1.498.633 1.837.113
8
Property, plant and equipment
12.221.536 12.961.413
Investments in group enterprises 38.434.549 37.348.543
Deposits 933.641 824.970
9 Fixed assets investments 39.368.190 38.173.513
11 Receivables from related parties 2.596.553 2.670.365
10 Deferred tax 5.541.597 6.844.134
Non-current assets 77.457.252 81.106.733
Receivables from group enterprises 8.781.351 15.027.534
Other receivables 4.994.246 1.457.508
12 Prepayments 2.080.811 2.260.573
Receivables 15.856.408 18.745.615
Cash 3.525 10.598
Current assets 15.859.933 18.756.213
Total assets 93.317.185 99.862.946
Parent balance sheet as at pr. 31.12.2023
49
Liabilities
2022
2023 Restated
Notes DKK DKK
13 Share capital 14.512.903 14.512.903
Reserved for net revaluation according to the equity method
10.871.727 9.658.413
Reserved for development expenditure
8.044.495 8.129.311
Warrant programs 8.589.982 6.422.232
Retained earnings -16.095.688 -4.339.250
Equity 25.923.419 34.383.609
8
Lease liabilities
11.063.247 12.607.611
Other payables
2.064.562 3.394.746
14 Non-current liabilities 13.127.809 16.002.357
14 Current portion of long-term liabilities 653.180 92.599
8
Lease liabilities
3.808.735 3.565.476
Bank loans 40.359.269 38.399.095
Trade payables
4.229.215 3.684.960
Payables to group enterprises 2.093.450 861.668
15
Other payables
3.122.108 2.873.182
Current liabilities 54.265.957 49.476.980
Liabilities other than provisions 67.393.766 65.479.337
Equity and liabilities 93.317.185 99.862.946
16 Unrecognized rental and lease commitments
17 Contingent liabilities
18 Assets charged and collateral
19 Related parties with controlling interest
20 Transactions with related parties
Parent statement of changes in equity for 2023
50
Total
DKK DKK DKK DKK DKK DKK
The company's board of directors is authorized to use incentive remuneration in the form of warrants until 16
March 2026, to increase the company's share capital one or more times by up to nominal DKK 1,150,102 in
shares, without pre-emptive rights for the company's shareholders.
Retained
earnings
Reserve for
develop-
ment
projects
Reserve for
net
revaluation
according to
the equity
method
Equity begin-
ning of the
year
Exchange
rate
adjustments
Warrants
issued during
the year
Development
projects
Profit/loss for
the year
Equity end of
the year
14.512.903
6.422.232
9.658.413
8.129.311
-4.339.250
34.383.609
0
0
449.365
0
0
0
0
2.167.750
0
0
0
0
0
0
-84.816
84.816
Warrant
programs
Share capital
-11.077.305
14.512.903
8.589.982
10.871.727
8.044.495
-16.095.688
25.923.419
0
0
763.949
0
-11.841.254
449.365
2.167.750
Note 1 Summary of significant accounting policies
51
Adoption of IFRS standards
Share-based payments
Differences relative to the Group’s accounting policies
The financial statements for WindowMaster International A/S ('the Parent') for the year ended 2023 has
been prepared in accordance with the provisions of the Danish Financial Statements Act for class Medium-C.
The Parent has decided to adopt IFRS 16 Leases for the financial year ending 31 December 2022 as
permitted under the Danish Financial Statements Act. This is a change of the Parent's accounting policies as
leases was previously recognised and measured in accordance with the general requirements in the Danish
Financial Statements Ast. Due to the change of accounting policies the comparative figures has been
adjusted to give the financial statement a true and fair view.
Investments in subsidiaries
Subsidiaries are recognized using the cost method. At initial recognizing this is the consideration paid to
acquire the subsidiary plus transaction costs.
Subsequently, the investments in subsidiaries are measured at the original cost until the investment is de-
recognised or impaired. The investments are not subsequently remeasured.
Dividends received from a subsidiary is recognized in profit or loss when the Parent's right to receive the
dividend is established (i.e., the dividends are declared). Dividend income is recorded at fair value.
The Parent has decided to adopt IFRS 2 share-based payments for the financial year ending 31 December
2022 as permitted under the Danish Financial Statements Act. This is a change of the Parent's accounting
policies as leases was previously not recognised and measured in accordance with the general requirements
in the Danish Financial Statements Ast. Due to the change of accounting policies the comparative figures has
been adjusted to give the financial statement a true and fair view.
The adoption of IFRS 16 and 2 have had a negative effect on the restated profit and loss for 2022 of DKK
2,161,443. The restated profit and loss equals DKK -1,960,000 (2022 before IFRS adoption DKK 201,443). The
adoption of IFRS 16 have had an effect on the assets and liabilities of DKK 16,152,313.
Leases
The accounting policies for the Parent are the same as for the consolidated financial statements with the
adjustments described below. For a description of the accounting policies of the Group, please refer to the
consolidated financial statements.
Revenue
Because a statement of cash flows is prepared for the Group in the consolidated financial statements, no
separate statement of cash flows has been prepared for the Parent (as permitted under the Danish Financial
Statements Act). Please refer to the consolidated statement of cash flows for the Group.
The Parent has decided to adopt IFRS 15 Revenue from Contracts with Customers for the financial year
ending 31 December 2022 as permitted under the Danish Financial Statements Act. This is a change of the
Parent's accounting policies as revenue was previously recognised and measured in accordance with the
general requirements in the Danish Financial Statements Ast. Due to the change of accounting policies the
comparative figures has been adjusted to give the financial statement a true and fair view.
The adoption of IFRS 15 have had no effect on the profit and loss or equity.
Accounting policies, continued
52
Reserve for development costs includes recognized development costs with deduction of associated
deferred tax liabilities. The reserve cannot be used for dividends or to cover losses. The reserve is reduced
or dissolved if the recognized development costs are written off or exit from the company's operations. This
is done by transferring directly to the equity's free reserves.
Reserve for development costs
Notes to parent financial statements
53
Notes
1 Other operating income
2023 2022
2 Staff costs DKK DKK
Wages and salaries 27.840.250 23.170.587
Warrants program 2.167.750 2.140.744
Pension costs 1.862.756 1.781.380
Other social security costs 177.591 178.981
32.048.347 27.271.692
Average number of employees
30 28
Remuneration of management
Board of directors:
Short-term benefits 825.000 825.000
Management:
Short-term benefits 6.924.758 6.456.272
Warrant program 1.051.750 1.385.190
Total amount of key management personnel 8.801.508 8.666.462
3 Depreciation, amortization and impairment losses
Amortization of intangible assets 6.902.976 6.582.532
Depreciation of property, plant and equipment 721.190 637.736
Depreciation of right-to-use-assets 2.680.269 2.395.209
0 0
10.304.435 9.615.477
4
Finance income
Financial income arising from group enterprises
157.157 281.151
Other financial income 779.508 1.218.524
936.665 1.499.675
5 Tax on profit/loss for the year
Change in deferred tax 1.302.537 -2.641.121
Adjustment concerning previous years 0 0
Refund in joint taxation arrangement 0 0
1.302.537 -2.641.121
6 Proposed distribution of profit/loss
763.949 -3.337.917
Retained earnings -11.841.254 1.377.917
-11.077.305 -1.960.000
Other operating income comprise of residual profit payment from subsidiaries within the Group.
Profit/loss from sale of intangible assets and property, plant and
equipment
Transferred to reserve for net revaluation according to the
equity method
54
Software
DKK
DKK DKK
7 Intangible assets
Cost beginning of year 37.932.142 20.821.215 3.877.313
Additions 812.666 0 3.362.378
Transfer 0 3.741.156 -3.741.156
Cost end of year 38.744.808 24.562.371 3.498.535
-27.897.027 -14.276.335 0
Amortization for the year -3.431.859 -3.471.117 0
Reversal regarding disposals 0 0 0
-31.328.886 -17.747.452 0
Carrying amount end of year 7.415.922 6.814.919 3.498.535
DKK DKK
8 Property, plant and equipment
Cost beginning of year 8.760.094 2.890.604
Additions 1.028.184 0
Disposals 0 0
Cost end of year 9.788.278 2.890.604
Depreciation and impairment losses beginning of year -8.243.611 -1.053.491
Depreciation for the year -382.710 -338.480
Reversal regarding disposals 0 0
Depreciation and impairment losses end of year
-8.626.321 -1.391.971
Carrying amount end of year 1.161.957 1.498.633
Finished
Development
projects
Ongoing
Development
projects
Amortization and impairment losses beginning
of year
Amortization and impairment losses end of
year
The aim of development projects is to further develop the Company's products. During the
financial year, the Company has completed a series of projects. It is expected that the
development projects in progress are completed within 1 - 3 years.
Notes to parent financial statements, continued
Other fixtures
and fittings,
tools and
equipment
Leasehold
improve-
ments
55
2023 2022
Right-of-use-assets DKK DKK
Buildings 7.278.112 7.976.222
Vehicles 1.598.283 1.650.650
Other 684.551 980.945
Total right-of-use-assets 9.560.946 10.607.817
Lease liabilities
Current 3.808.735 3.565.476
Non-current 11.063.247 12.607.611
Total lease liabilities 14.871.982 16.173.087
Depreciation charge of right-to-use-assets
Buildings 1.532.234 1.387.169
Vehicles 851.641 711.646
Other 296.394 296.394
Total depreciation charge of right-to-use-assets 2.680.269 2.395.209
Interest expenses (included in finance expense) 334.734 338.071
777.698 525.586
0 0
Deposits
DKK DKK
9 Fixed assets investments
Cost beginning of year 27.690.130 824.970
Additions -127.308 108.671
Cost end of year 27.562.822 933.641
Revaluations beginning of year 9.658.413 0
Exchange rate adjustments 449.365 0
Amortization on earn-out -336.000 0
Share of profit/loss for the year 2.699.949 0
Dividend paid out -1.600.000 0
Revaluations end of year 10.871.727 0
Carrying amount end of year 38.434.549 933.641
Carrying amount of customer contracts end of year 600.692
Notes to parent financial statements, continued
Additions to the right-of-use-assets during the 2023 financial year were 799,274 DKK (2022 -
negative 5,684,505 DKK).
The statement of profit and loss shows the following amount related to leases:
Expenses relating to leases of low-value assets (included in
external costs)
Expenses relating to variable lease payments not included in
lease liabilities (included in external costs)
Investments
in group
enterprises
56
2023 2022
10 Deferred tax DKK DKK
Intangible assets -3.041.300 -3.433.749
Property, plant and equipment 177.022 227.317
Lease liabilities less right-to-use-assets 75.943 42.540
Tax losses carried forward 8.329.932 10.008.026
5.541.597 6.844.134
Changes during the year
Beginning of year 6.844.134
Recognized in the income statement -1.302.537
End of year 5.541.597
Tax losses carried forward
11 Receivables from related parties
12 Prepayments
Number Par value
13 Share capital DKK DKK
Ordinary shares
14.512.903 1 14.512.903
14.512.903 14.512.903
DKK DKK DKK
14 Liabilities other than provisions
Other payables 653.180 0 2.064.562
653.180 0 2.064.562
Other payables consists of long-term holiday pay obligations.
2023 2022
15 Other payables DKK DKK
645.124 622.649
Holiday pay obligation 1.286.092 1.189.608
Other costs payable 1.190.892 1.060.925
3.122.108 2.873.182
Nominal
value
Prepayments comprise of the following cost categories relating to subsequent financial years:
Insurances, memberships, IT licenses and leasing costs.
Tax losses carried forward is expected to be used within 3 - 5 years in the joint taxation. The loss
carried forward have been revaluated per December 31 2023. The booked value of the tax loss
carried forward is 54,666,576 DKK.
The significant assumptions for the recognized deferred tax assets are the current order logs,
pipeline considering a modest win rate and the legal requirements related to refurbishment in
the EU and North America, as well as the focus on sustainability and environmentally friendly
solutions which is an advantage for the Group.
Notes to parent financial statements, continued
DKK 2,596,553 of receivables from group enterprises, is not expected to be received within the
next 12 months.
Due within 2-
5 years
Wages and salaries, personal income taxes, social security costs,
etc. payable
Due after
more than 5
years
Due within 1
year
57
2023 2022
DKK DKK
16
Unrecognized rental and lease commitments
1.954.667 2.699.172
17
18
19 Related parties with controlling interest
20 Transactions with related parties
Liabilities under rental or lease agreements until maturity in
total
Notes to parent financial statements, continued
Transactions with related parties comprises of income tax receivables from joint taxation with the
administration company. There has not been other transactions with related parties.
Contingent liabilities
Assets charged and collateral
A floating charge of DKK 10,000,000 nominal has been provided as security for bank loans.
The Entity participates in a Danish joint taxation arrangement in which Berkshire Boyter Holding ApS
serves as the administration company. According to the joint taxation provisions of the Danish
Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the jointly taxed entities. The
jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the
administration company's financial statements.
Collateral provided for group enterprises
The Entity has guaranteed group enterprises’ debt with Danske Bank. The guarantee is unlimited. As per
31.12.23, there are no debt to Danske Bank.
Erik Koch Boyter, Immortellevej 10, DK-2950 Vedbæk possess through Berkshire Boyter Holding ApS, CVR-
no. 35042296, Selskabet af 5. februar 2015 ApS, CVR-no. 36501065 and WMa Holding ApS, CVR-no.
41679298 the majority of shares, and has therefore like Berkshire Boyter Holding ApS, Selskabet af 5.
februar 2015 ApS and WMa Holding ApS controlling interest.
The assets provided security in has a book value of DKK 32,368,563.