The Annual General Meeting adopted the Annual
Report on 10.04.2025
WindowMaster International A/S
Skelstedet 13
2950 Vedbæk
Central business registration
No 13827532
Annual Report 2024
Chair of the General Meeting
0
Entity details 1
Management's Statement on Annual Report 2
Independent Auditor's Report 3
Management's Review 6
Consolidated Income Statement for 01.01.2024 - 31.12.2024 15
Consolidated Balance Sheet as at 31.12.2024 16
Consolidated statement of change in equity 18
Consolidated Cash Flow Statement for 01.01.2024 - 31.12.2024 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 01.01.2024 - 31.12.2024 46
Parent Balance Sheet as at pr. 31.12.2024 47
Parent statement of changes in equity for 2024 49
Parent accounting policies 50
Notes to parent Financial Statements 51
Table of contents
1
Entity
Central Business Registrations No (CVR): 13827532
Registered in: Rudersdal
Financial year: 01.01.2024 - 31.12.2024
Board of Directors
Lars Fournais, Chair
Nina Ringen, Vice Chair
Mette Søs Lassesen
Leif Jensen
Erik Koch Boyter
Directors
Erik Koch Boyter, CEO
Steen Overgård Sørensen, CFO
Auditors
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
Strandvejen 44
2900 Hellerup
Entity details
2
Board of Directors:
Executive Board:
_________________________
_________________________
_________________________
Management's Statement on Annual Report
_________________________
_________________________
_________________________
_________________________
We recommend that the Annual Report is tobe adopted at the Annual General Meeting.
3
Independent Auditor's Report
CVR No 33 77 12 31
6
2024
DKK'000
2023
DKK'000
2022
DKK'000
2021
DKK'000
2020
DKK'000
Financial
highlights
Key figures
Revenue 294,481 237,988 241,428 211,403 189,454
Gross profit 137,949 111,949 111,744 88,005 79,064
EBITDA 37,305 19,278 22,774 9,672 12,002
Net financials -5,498 -5,682 -5,087 -1,752 -2,326
Total assets 151,096 149,017 150,076 124,795 78,229
Equity 36,635 25,923 34,384 34,091 33,997
Ratios
Equity ratio 24.2% 17.4% 22.7% 27.3% 43.5%
Equity ratio
(net cash)
24.8% 17.7% 23.2% 28.4% 44.5%
Ratios
Return on equity %
Equity ratio %
The financial strength of the entity.
Equity ratio % (net
cash)
The financial strength of the entity.
Management's Review
Operating
profit/loss
3,098
645
3,333
Equity X 100 / Total assets
Equity X 100 / Total assets (cash and bank loans
netted)
Comparative figures for 2020-2021 has been presented in accordance with the provisions of the Danish
Financial State-ments Act. The comparative figures for 2022, 2023 and 2024 has been presented in
accordance with the provision of the IFRS Accounting Standards as adopted by the EU.
Return on
equity
17,682
-1,337
33.9%
0.0%
-5.1%
-5.7%
-36.7%
The entity's return on capital invested in the entity by the
owners.
-1
-1,947
-1,960
Financial highlights are defined and calculated as follow:
Profit/loss of the year X 100 / Avg. equity
Calculation formula
Calculation formula reflects
-11,077
Profit/loss for
the year
10,601
15,052
1,351
596
2,228
1,836
Investment in
property,
plant &
equipment
Management's Review, continued
7
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 including our current light assembly in North Wales, Pennsylvania. 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 PURPOSE
WindowMaster was initially founded in 1990 and then changed ownership in a management buy-in in 2015.
WindowMaster was successfully listed on Nasdaq First North Growth Market on October 27th, 2020.
Fresh air and safety have always been defining cornerstones for WindowMaster. That’s why we are driven by
our purpose:
To create a better world where every person has fresh air indoors and a safe built environment.
Fresh air Indoors
Fresh air is at the heart of who we are. It’s more than just a necessity – it’s a source of health, well-being, and
productivity, and energy efficiency. That’s why we are committed to designing ventilation solutions that bring
fresh air indoors. Our systems are developed to harness the power of nature while maintaining an optimal
indoor climate.
WINDOWMASTER IN BRIEF
We believe that when people breathe better, they live better. That’s why we create spaces that empower
people to thrive—be it in commercial, healthcare, or sports facilities that enhance productivity and comfort,
or in cultural and educational buildings that inspire learning and engagement. Our solutions empower
architects, engineers, building owners, and the fenestration industry to make indoor environments where
people thrive, no matter the building type.
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,
Ireland, Switzerland, and the United States, 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.
Management's Review, continued
8
Natural ventilation
Hybrid 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.
Hybrid 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.
Responsibility Beyond Buildings
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.
In 2023, 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.
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:
A safe built environment is fundamental to a better world. At WindowMaster, we are dedicated to protecting
people and property through intelligent smoke ventilation solutions. By harnessing the principles of airflow,
our systems enable the swift and efficient removal of heat and smoke during fire incidents, ensuring safe
evacuation and minimizing damage.
A Safe Built Environment
Our commitment to safety goes beyond WindowMaster’s products and solutions. CLIMATIC by
WindowMaster ensures safety inside and outside all building types through efficient façade maintenance and
fall protection systems. By making it more secure to work at height, CLIMATIC by WindowMaster empowers
maintenance teams to work with confidence.
Our purpose inspires us every day. It guides our innovation, shapes our decisions, and powers our
commitment to pioneering advanced, intelligent, and high-performing solutions that bring fresh air and
safety to buildings today and in the future. In doing so, we strive to be a Good Global Citizen, making a
positive impact on both humankind and the planet.
This is our purpose. This is WindowMaster.
Management's Review, 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 35-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.
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.
In general, market activity is high and investments in intelligent ventilation solutions are on the rise – both for
new buildings and integrated offerings for full indoor climate solutions, and for refurbishment of existing
buildings. As interest rates have leveled out, more market activity was seen in 2024. Within non-residential
buildings execution on projects was accelerated due to more profitable business cases, while the increase in
overall demand from residential buildings was less pronounced due to continued low overall customer
confidence. WindowMaster is mainly exposed towards the non-residential market and less so to residential
buildings, and mostly indirectly via large key accounts. The decrease in interest rates has therefore resulted in
accelerated execution of projects throughout 2024, although with less speed towards the end of 2024.
However, the profound demand remains and is driven by investments in energy efficient solutions and
environmental regulation in both EU and United States. 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.
Management's Review, continued
10
WindowMaster is confident that our strategic decisions over the past few years, including acquiring a
distribution company for window automation in North Wales, Pennsylvania, in late 2019, establishing a light
production facility in 2022, planned assembly facilities, and more US job creation will ensure our success. The
evolving political landscape in the United States is not a concern for us, rather, we see it as an opportunity to
thrive in this dynamic market.
The demand for our solutions comes from a niche industry focused on sustainable buildings, a sector that will
grow regardless of who is in the White House. We are ready to reap the rewards of our past strategic
decisions and the expected growth in US construction in a booming economy, with our opportunity pipeline
of North American projects being stronger and bigger than ever.
Our strong market presence and complete control of the supply chain into and across the United States
enables us to expand our business. Moreover, with the new administration's stated goal of potentially
lowering local taxes on "Made in America" products, we are closely monitoring the forthcoming guidelines
and believe we can fulfill the requirements in the short term with our planned assembly facilities.
In general, less constraints in the global supply chain have led to less ordering in advance, lowering the
visibility and making planning of resources less efficient. Uncertainty remains high due to geopolitical
tensions, which could once again affect the global supply chain. WindowMaster is actively working on
reducing this risk by looking at alternative local suppliers and by remaining focused on optimizing and
improving supply chains to have an efficient delivery performance with the lowest possible working capital.
Order intake reached DKK 281m (2023: 254m) based on significant growth in first half of the year. The
positive momentum continued into the beginning of 2025.
While there is an expectation of new tariffs on EU imports, we remain confident in our continued growing
presence in the United States, as we are the only leading brand in North America today, with our own sales
force, logistics setup, and local production. This allows us to support the North American fenestration
industry with our expertise and their ambitions to work with sustainability and energy efficiency.
WindowMaster will continue to prioritize this in our efforts to combat climate change as a responsible global
citizen.
Management's Review, continued
11
FINANCIAL DEVELOPMENTS 2024
Revenue
Gross profit
EBITDA
Revenue amounted to DKK 294m in 2024(2024: 238m) equivalent to an increase of 24% primarily explained
by increased project sales (Building Solution Integrator) in the Nordic, United Kingdom & Ireland and North
America markets; and in product sales. The revenue was significant above the estimate for the year – with
DKK 29-54m. The revenue was slightly above the latest guidance for the year of DKK 292.5-293.5m.
Climatic A/S – fall protection offering in the Nordic (Project and Service) - also grew significantly in 2024 with
a 57% increase in revenue in 2024. This positive topline development is expected to continue into 2025 and
with an increased focus on profitability.
Gross profit amounted to DKK 137.9m in 2024 (2023: DKK 111.9m) equivalent to a gross margin of 46.9%
(2023: 47.0%). The maintenance of the gross margin is related to the business mix with less revenue from key
accounts and more direct project revenue enabling to keep the margin ratio. This is fully linked to the
“Accelerate Core” strategy.
Management's Review, continued
12
Profit after tax
Cash flow and working capital
Net interest-bearing debt at the end of 2024 amounted to DKK 35.2m (End of 2023: 34.8m). The change is
primarily related to the decrease in networking capital as explained above and purchase of land and
buildings. Access to capital and good banking relationships have proved to be a source of competitive
advantage.
Financial gearing calculated as NIBD/EBITDA amounted to 0.9 at the end of 2024. (End of 2023: 1.8). The
target is to be below 2.0.
At the end of 2024, equity amounted to DKK 36.6m (End of 2023: 25.9), equivalent to an equity ratio of 24.8%
(net cash). The target is to be above 25%.
The result is considered satisfactory in the light of the market situation.
Operating profit (EBITDA) amounted to DKK 37.3m in 2024 (2023: DKK 19.3 m) equivalent to an EBITDA
margin of 12.7% (2023: 8.1%). The increase in the EBITDA margin is linked to the above-mentioned effects.
The EBITDA was 8-14m higher compared to the original estimate for the year – mainly due to increase in
revenue.
Earnings before tax (EBT) amounted to DKK 12.5 in 2024 (2023: DKK -7.0), equivalent to an EBT margin of
4.3% (2023: -2.9%)
Profit after tax amounted to DKK 10.6m in 2024 (2023: DKK -11.1m). The low tax on profit comes from
utilization of tax assets (tax loss carryforward).
The result is considered satisfactory in the light of the overall business environment.
The EBITDA is slightly above the latest guidance for the year of DKK 36-37m - the reasons here-for is in all
material respect the same as described in the revenue section.
At the end of 2024, net working capital amounted to DKK 39.6m (End of 2023: 43.8m). Net working capital as
a percentage of revenue (12-month running) ended at 14.0% (End of 2023: 18.1%).
Cash flow from operating activities amounted to DKK 28.1m (2023: 21.3m). The improvement last year is
primarily attributable to the increase in activity/revenue and the fact that it has been possible to detach
revenue growth from increased working capital. Consequently, growth in revenue did not put pressure on the
working capital.
Cash flow from investment activities in 2024 amounted to DKK -17.6m (2023: -6.1). Main investments have
been purchasing of the land and building of our factory in Germany – plus to boost digitalization (lead
generation, software development, support to process automation, etc).
Increase in cash ended at DKK 0.7m in 2024 (2023: DKK -0.6m). The cash conversion decreased from 102 days
in 2023 to 75 days in 2024. This improvement has resulted in a reduction of the facilities at our banks.
Management's Review, continued
13
OUTLOOK FOR 2025
INTELLECTUAL CAPITAL RESOURCES
RESEARCH AND DEVELOPMENT ACTIVITIES
However, WindowMaster is expecting the business environment to improve during 2025, and especially
during the second half 2025. As a result, WindowMaster’s guidance for 2025 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 the UK (including carry over from 2024). The growth is expected to materialize
in the second half of 2025.
UNUSUAL EVENTS
The financial position on 31 December 2024 of the Group and the results of the activities and cash flows of
the Group for the financial year for 2024 have not been affected by any unusual events.
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 continue to be below the target of maximum
2.0 by the end of 2025.
Unforeseen events such as geopolitical uncertainty and supply disruptions may impact developments in 2025.
In 2025, revenue is expected to grow organically by -1% to 6% to DKK 290-310m, while EBITDA is expected to
increase to DKK 36-41m, equivalent to an EBITDA-margin of around 12-13%.
The outlook for 2025 includes a high level of uncertainty particularly in relation to projects as this business
area is notorious for being somewhat unpredictable. Although global economic uncertainties and geopolitical
challenges may create volatility in the markets, WindowMaster remain on course. We are confident in the
long-term growth opportunities.
The uncertainty relates to when the improved business environment will materialize in terms of increasing
orders and revenue.
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.
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. The biggest activities are focused on improving/expanding the potential in already existing
solutions of the NV Embedded plus adding products/solutions to complement already existing solutions
within the product assortment. This has also been the case in 2024 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.
During the year there has been expensed DKK 2.6m (2023: DKK 2.2m) of RD-costs in the P&L.
UNCERTAINTY RELATING TO RECOGNITION AND MEASUREMENT
There has been no uncertainty regarding recognition and measurement in the Annual Report.
Management's Review, continued
14
RISKS
SUSTAINABILITY
EVENTS AFTER THE BALANCE SHEET DATE
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.
No events have occurred after the balance sheet date to this date, which would influence the evaluation of
this annual report.
WindowMaster stands firm on its sustainability ambitions aiming at integrating sustainability even more
strongly into its corporate strategy. WindowMaster has been a frontrunner among Danish SMEs in joining the
Science-Based Target Initiative (SBTI), an international collaboration that supports companies in reducing
their greenhouse gas emissions to live up to the goals of the Paris Agreement to halt global temperature rise
to 1.5°C.
Furthermore, WindowMaster supports the principles of the UN Global Compact and documents the
company’s impact on society and the environment, and it continuously strives to improve the company’s
sustainability performance. WindowMaster will publish a separate ESG report together with the Financial
Report for 2024 (19th of March 2025). The report can be assessed at the homepage.
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.
WindowMaster is ensuring the Group’s health and safety awareness, and standards are maintained to the
highest level in order to minimize the associated risks.
WindowMaster is ensuring the Groups’ quality control processes and procedures operate effectively, thus
ensuring customer satisfaction.
WindowMaster is continuing to ensure the Groups IT systems and security are “fit for purpose" and protect
the business from loss of intellectual property or malicious cyber-attacks.
Natural Ventilation contributes to reducing CO2 emissions compared to traditional mechanical ventilation
solutions. In addition to lower CO2 emissions throughout a buildings life cycle, the use of Natural Ventilation
in e.g. schools and office buildings often results in savings in capital expenditure as well as operating costs.
Natural Ventilation also improves the indoor climate, and several scientific studies show that improved
indoor climate increases children’s learning and employees’ well-being and productivity.
Consolidated Income Statement for 01.01.2024 - 31.12.2024
15
2024 2023
Notes DKK DKK
4 Revenue 294,481,472 237,987,985
Cost of sales -102,669,953 -80,508,239
Freight and other cost of sales -7,549,093 -5,204,606
5 External expenses -46,313,281 -40,325,934
Gross profit 137,949,145 111,949,206
6 Staff costs -100,643,848 -92,671,209
7 Depreciation, amortisation and impairment losses -19,623,173 -20,614,556
Operating profit/loss 17,682,124 -1,336,559
8 Finance income 2,332,899 1,675,270
8 Finance costs -7,831,254 -7,357,683
Profit/loss before tax 12,183,769 -7,018,972
9 Tax on profit/loss for the year -1,582,381 -4,058,333
Profit/loss for the year 10,601,388 -11,077,305
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation of foreign operations 109,845 449,365
Total comprehensive income for the period 10,711,233 -10,627,940
10 Earnings per share for profit attributable to the ordinary
equity holders of the company:
Basic earnings per share 0.78 -0.82
Diluted earnings per share 0.78 -0.82
Consolidated Balance Sheet as at 31.12.2024
16
Assets
2024 2023
Notes DKK DKK
Software 4,915,684 7,415,952
Completed Development projects 7,845,931 6,814,919
Development projects in progress 1,722,878 3,872,671
Acquired customer contracts 1,999,020 4,423,489
11 Intangible assets 16,483,513 22,527,031
Land and buildings 13,107,784 0
Other fixtures and fittings, tools and equipment 3,355,964 3,234,297
13 Right-of-use-assets 21,805,073 28,911,633
Leasehold improvements 1,794,371 1,630,963
12 Property, plant and equipment 40,063,192 33,776,893
Deposits 1,139,471 1,145,769
14 Non-current financial assets 1,139,471 1,145,769
17 Deferred tax 4,549,493 4,134,423
18 Receivables from related parties 0 2,596,553
Non-current assets 62,235,669 64,180,669
15 Inventories 31,473,626 29,659,654
16 Trade receivables 34,278,358 39,755,518
19 Contract assets 10,803,638 3,860,153
Income tax receivables 1,709,470 1,447,199
16 Other receivables 4,409,684 4,965,842
Prepayments 2,761,091 2,632,735
Receivables 53,962,241 52,661,447
Cash 3,424,718 2,514,811
Current assets 88,860,585 84,835,912
Total assets 151,096,254 149,016,581
Consolidated Balance Sheet as at 31.12.2024
17
Liabilities
2024 2023
Notes DKK DKK
20 Share capital 14,512,903 14,512,903
Currency translation reserve 1,553,977 1,444,132
Warrant programs 8,589,982 8,589,982
Proposed dividends 6,000,000 0
Retained earnings 5,977,790 1,376,402
Equity 36,634,652 25,923,419
13
Lease liabilities
16 Bank loans 11,283,255 0
24
Other payables
Non-current liabilities 32,625,611 24,562,842
24 Current portion of long-term liabilities 0 709,394
13
Lease liabilities
16 Bank loans 27,313,035 37,314,850
19 Contract liabilities 4,562,460 7,605,216
16
Trade payables
Income tax payables 1,420,847 1,863,617
21 Provisions 840,718 856,920
22
Other payables
Current liabilities 81,835,991 98,530,320
Total liabilities
Equity and liabilities 151,096,254 149,016,581
24 Financial risk management
25 Capital management
26 Unrecognized rental and lease commitments
27 Contingent liabilities
28 Assets charged and collateral
29
Group relations
30 Interest in other entities
31 Transactions with related parties
32 Related parties with controlling interest
33 Subsequent events
18
Share capital Total
DKK DKK DKK DKK DKK DKK
Share capital Total
DKK DKK DKK DKK DKK DKK
Profit/loss for
the year
Equity at
31/12 2024
Proposed
dividends
Equity at 1/1
2024
Other
comprehen-
sive income
Warrants
issued during
the year
Profit/loss for
the year
Equity at
31/12 2023
Currency
translation
reserve
Proposed
dividends
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.
Currency
translation
reserve
Equity at 1/1
2023
Other
comprehen-
sive income
Warrants
issued during
the year
Warrant
programs
Retained
earnings
-11,077,305
-11,077,305
Consolidated statement of change in equity
Warrant
programs
Retained
earnings
Consolidated Cash Flow Statement for 01.01.2024 - 31.12.2024
19
2024 2023
Notes DKK DKK
Operating profit/loss 17,682,124 -1,336,559
Amortisation, depreciation and impairment losses 19,623,173 20,614,556
Warrant program 0 2,167,750
23 Working capital changes -873,415 7,562,661
Cash flow from ordinary operating activities 36,431,882 29,008,408
Financial Income received 2,332,899 1,675,270
Financial expenses paid -7,831,254 -7,022,949
Income taxes refunded/(paid) -2,784,042 -2,361,486
Cash flow from operating activities 28,149,485 21,299,243
Acquisition etc of intangible assets -1,888,524 -4,175,044
Acquisition etc of property, plant and equipment -15,051,982 -1,351,120
Earn-out regarding purchase of subsidiaries -653,180 -619,512
Cash flows from investing activities -17,593,686 -6,145,676
Lease liabilities principal installments -11,146,957 -10,453,554
Bank loans 1,281,440 -5,337,002
Cash flows from financing activities -9,865,517 -15,790,556
Increase/decrease in cash and cash equivalents 690,282 -636,989
Cash and cash equivalents beginning of year 2,514,811 3,043,078
Exchange rate adjustments on cash and cash equivalents 219,625 108,722
Cash and cash equivalents end of year 3,424,718 2,514,811
Cash and cash equivalents at year-end are composed of:
Cash 3,424,718 2,514,811
Cash and cash equivalents end of year 3,424,718 2,514,811
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 Operating segments
Note 4 Revenue from contracts with customers
Note 5 Fees to auditors appointed at the general meeting
Note 6 Staff costs
Note 7 Depreciation, amortization and impairment losses
Note 8 Financial income and expenses
Note 9 Tax on profit/loss for the year
Note 10
Number of shares used as the denominator
Note 11 Intangible assets
Note 12 Property, plant and equipment
Note 13 Right-of-use-assets & liabilities
Note 14
Fixed assets investments
Note 15 Inventories
Note 16 Financial assets and financial liabilities
Note 17 Deferred tax
Note 18
Receivables from related parties
Note 19
Contract assets & liabilities
Note 20 Share capital
Note 21
Provisions
Note 22
Other short-term payables
Note 23 Change in working capital
Note 24 Financial risk management
Note 25 Capital management
Note 26
Unrecognized rental and lease commitments
Note 27 Contingent liabilities
Note 28
Assets charged and collateral
Note 29
Group relations
Note 30
Interest in other entities
Note 31 Transactions with related parties
Note 32 Related parties with controlling interest
Note 33 Subsequent events
Note 1 Summary of significant accounting policies
21
Basis of preparation
New standards and interpretations not yet adopted
Principles of consolidation
Subsidiaries
Furthermore, new or amended IFRS Accounting Standards and interpretations issued by the IASB that have
not yet become effective are generally not adopted until they become effective and endorsed by the EU.
Management does not anticipate any significant impact on the Consolidated financial statements in the
period of initial application from the adoption of these new standards and amendments, apart from IFRS 18
‘Presentation and Disclosure in Financial Statements’ which replaces IAS 1 effective from 1 January 2027. The
new IFRS 18 is expected to change the presentation of the Income statement and to differentiate between
earnings from operating activities, investment activities and financing activities. IFRS 18 will also add
additional disclosures but will not change any accounting policies on recognition and measurement, hence it
will not change reported net results.
There are no IFRSs or IFRIC interpretations that are not yet effective that is expected to have a material
impact on the Group.
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.
The consolidated financial statements are presented in Danish Kroner ('DKK').
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.
Management has assessed that new or amended IFRS Accounting Standards and interpretations issued by the
IASB and endorsed by the EU effective on or after 1 January 2024 has not had a significant effect on the
Consolidated financial statements.
Note 1 Summary of significant accounting policies, continued
22
Foreign currency translation
Functional and presentation currency
Transactions and balances
Income statement
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 4 on the accounting policies related to the recognition of revenue.
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
Note 1 Summary of significant accounting policies, continued
23
Financial income
Tax on profit/loss for the year
Balance
Capitalised development costs are amortised from the point at which the asset is ready for use.
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).
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.
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.
Note 1 Summary of significant accounting policies, continued
24
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
Property 50 years
Right-of-use assets and lease liabilities
At in is ao determine if it is or contaions a lease. Right-of-use assets and corresponding lease liabilities are
recognised at the lease commencement date, except for shot-term leases and leases with low value. For
these leases, lease payments are normally recognised as an operating expense on a straight-line basis over
the term of the lease.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date, plus any initial costs incurred.
The right-of-use assets are subsequently measured at cost less accumulated depreciation less impairment
losses. The right-of-use assets are depreciated from the commencement date over the shorter period of
lease term or useful life of the underlying asset.
Estimated useful lives and residual values are reassessed annually.
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:
For leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed the
contract period.
Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.
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.
Note 1 Summary of significant accounting policies, continued
25
Inventories
Contract assets
The lease liabilities are intinally measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate annot be readily
determined, the incremental borrowing rate. Generally, the incremental borrowing rate takes into account
the specific countries.
The lease liabilities are subsequently measured at amortised cost using the effective interest method. It is
remeasured then there is change in the future lease payments arinsing from a change in an index rate, if
there is a change in the estimated amount expected to be payable under a residual value guarantee, or if
there is a change in the assessment of the exercising a purchase, extension or termination option.
When the lease liabilities are remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recordedin profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
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.
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.
Note 1 Summary of significant accounting policies, continued
26
Trade receivables
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.
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.
Note 1 Summary of significant 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 and judgements
28
Significant estimates and 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.
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.
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
3
Operating segments
Notes to consolidated Financial Statements
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 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 CODM monitors EBITDA which is attributable to the geographical areas listed below:
DACH region consists of Germany, Austria and Switzerland. Denmark is the domicile country of the
Group.
2024 MDKK
Nordic DACH UK & Ireland
North
America
Interna-
tional
Reportable
segments
Other
activities
Eliminations Total
Revenue, external Projects 39,9 11,7 17,0 12,8 0,2 81,7 -3,3 0,0 78,4
Products 52,2 67,8 35,0 1,3 3,6 159,9 8,3 0,0 168,2
Service 29,8 17,6 4,4 0,0 0,0 51,8 -5,1 0,0 46,7
Other 0,0 0,1 0,0 0,0 0,0 0,1 0,1 0,0 0,2
Revenue, external Total 122,0 97,1 56,4 14,2 3,8 293,5 1,0 0,0 294,5
Revenue, internal 0,0 0,0 0,0 0,0 0,0 0,0 148,3 -148,3 0,0
Cost of Sales, incl. Freight and other CoS -63,0 -47,3 -27,6 -4,4 -2,0 -144,3 -113,4 147,5 -110,2
External costs -19,7 -16,8 -9,3 -3,8 -1,1 -50,7 4,4 0,0 -46,3
Staff costs -24,3 -17,1 -6,8 -6,3 0,0 -54,4 -46,3 0,0 -100,6
EBITDA 15,0 15,9 12,7 -0,3 0,6 44,1 -6,1 -0,8 37,3
HQ Country Revenue 104,7
30
3
Operating segments, continued
2024 2023
Operating segments fixed assets DKK DKK
Denmark 35,725,475 43,497,132
Germany 18,326,564 9,654,335
Other 3,633,865 4,298,226
Total fixed assets
57,685,904 57,449,693
Operating segments revenues
Denmark 104,673,449 80,235,256
Switzerland 30,077,265 27,995,719
Germany 62,784,669 54,956,324
United Kingdom
50,086,575 37,582,787
Total revenues
247,621,958 200,770,086
Information about major customers
4 Revenue from contracts with customers
Revenue recognized at a point in time:
Product revenue 152,481,089 126,346,340
Service revenue
56,972,887 51,069,802
Total revenue recognized at a point in time 209,453,975 177,416,142
Revenue recognized over time:
Project revenue 85,027,497 60,571,843
Total revenue recognized over time: 85,027,497 60,571,843
Notes to consolidated Financial Statements, continued
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.
The Group has one major customer in 2024 (2023: one) located in the geographical area Nordic
and DACH. Revenue from the customer during 2024 was DKK 43m (2023: 29m DKK). The Group has
long standing relationships with the major customer.
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.
31
4 Revenue from contracts with customers, continued
Product revenue
Service revenue
Project revenue
2024 2023
5 Fees to auditors appointed at the general meeting DKK DKK
PricewaterhouseCoopers:
Statutory audit fee 703,900 490,000
Other assurance services 0 0
Tax & direct tax consultancy 0 0
Other services 196,329 450,000
Total 900,229 940,000
6 Staff costs
Wages and salaries 88,823,991 80,532,145
Warrants program 0 2,167,750
Pension costs 5,239,608 4,231,923
Other social security costs 6,580,249 5,739,391
Total 100,643,848 92,671,209
Average number of employees 136 130
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 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.
32
6 Staff costs continued
2024 2023
Remuneration of management DKK DKK
Board of directors:
Short-term benefits 825,000 825,000
Management:
Short-term benefits 7,195,151 6,924,758
Warrant program 0 1,051,750
Total amount of key management personnel 8,020,151 8,801,508
Key Management Compensation
Warrants program
Costs of warrants program related to 2023-grant
0 2,167,750
Total warrants cost related to grants 0 2,167,750
Specification of outstanding warrants
Number of warrants Employees Total
Outstanding 1. January 2023 10.42 398,807 253,785 652,592
Granted 2023 5.78 175,000 250,000 425,000
Exercised 2023 - - - -
Cancellation of warrants * - - 86,255- 86,255-
Exercised 2024 - - - -
Cancellation of warrants * - - - -
8.67
Key
management
personnel
Outstanding at 31. December
2023
8.67
573,807
417,530
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
991,337
Outstanding at 31. December
2024
573,807
417,530
991,337
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.
Key management includes Board of Directors and Executive Board.
The compensation paid or payables to key management for employee services is shown above.
Notes to consolidated Financial Statements, continued
*Cancelled warrants are the result of employees leaving their position before exercising their
warrants regarding all warrant programs for the year ended
33
6 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 2024 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%
2024 2023
7 Depreciation, amortization and impairment losses DKK DKK
Amortization of intangible assets
8,988,051 9,952,711
Depreciation of property, plant and equipment 1,709,055 1,847,675
Depreciation of right-to-use-assets 8,984,743 8,814,170
-58,676 0
19,623,173 20,614,556
8
Finance income
Interest income 345,177 204,006
Gain of foreign exchange 1,987,722 1,471,264
Finance income
2,332,899 1,675,270
Finance expense
Interest expense 4,180,252 4,533,963
Loss on foreign exchange 3,038,821 2,315,214
Other financial expenses 612,181 508,506
Finance expense 7,831,254 7,357,683
Net finance expenses 5,498,355 5,682,413
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
Profit/loss from sale of intangible assets and property, plant and
equipment
04.24-05-24
08.24-09.24
2020 warrant
program
04.25-05-25
08.25-09.25
10.20-12-23
Warrants programs
Vesting
period
Exercise
period 1
Exercise
period 2
Exercise
period 3
Warrants
program
Notes to consolidated Financial Statements, continued
616,337
04-23-03.24
2023 warrant
program
04.25-05-25
08.25-09.25
04.26-05-26
34
2024 2023
9 Tax on profit/loss for the year DKK DKK
Current tax 1,767,608 1,920,573
Changes in deferred tax -415,070 1,328,663
Adjustment concerning previous years 229,843 809,097
1,582,381 4,058,333
Calculation of effective tax rate
Profit before tax 12,183,769 -7,018,972
Tax using the Danish tax rate 22 % 2,680,429 -1,544,174
Tax concerning previous years 229,843 809,097
Effect of tax in foreign jurisdictions 502,444 1,590,093
Non-tax-deductible expenses 118,631 165,719
Tax-exempt income and tax incentives 0 1,708,935
Changes in tax losses - capitalised -1,533,896 0
Changes in deferred tax for the year -415,070 1,328,663
Total income tax recognized in income statement 1,582,381 4,058,333
Effective tax rate 13% -58%
10 Number of shares used as the denominator
13,513,208 13,513,208
Adjustments for calculation of diluted earnings per share
Warrants program 991,337 991,337
14,504,545 14,504,545
DKK
DKK
11 Intangible assets
Cost beginning of year 2024 24,562,371 3,872,671
Additions 1,033,375 968,601
Transfer 3,118,394 -3,118,394
Cost end of year 2024 28,714,140 1,722,878
-17,747,452 0
Amortization for the year -3,120,757 0
-20,868,209 0
Carrying amount end of year 2024 7,845,931 1,722,878
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
Notes to consolidated Financial Statements, continued
Amortization and impairment losses beginning of year 2024
Amortization and impairment losses end of year 2024
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.
35
11 Intangible assets, continued
DKK
DKK
Intangible assets
Cost beginning of year 2023 20,821,215 4,251,449
Additions 0 3,362,378
Transfer 3,741,156 -3,741,156
Cost end of year 2023 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 2023 6,814,919 3,872,671
Software
DKK DKK
Intangible assets
Cost beginning of year 2024 39,132,091 28,053,900
Exchanges rate adjustments 255 91,608
Additions 919,923 0
Disposals 0 0
Cost end of year 2024 40,052,269 28,145,508
-31,716,139 -23,630,411
Exchanges rate adjustments -255 -68,974
Amortization for the year -3,420,191 -2,447,103
-35,136,585 -26,146,488
Carrying amount end of year 2024 4,915,684 1,999,020
Software
DKK DKK
Intangible assets
Cost beginning of year 2023 38,318,573 27,939,573
Exchanges rate adjustments 852 241,635
Additions 812,666 0
Disposals 0 -127,308
Cost end of year 2023 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 2023 7,415,952 4,423,489
Completed
development
projects
Development
projects in
progress
Amortization and impairment losses beginning of year 2023
Amortization and impairment losses end of year 2023
Acquired
customer
portfolio
Amortization and impairment losses beginning of year 2024
Amortization and impairment losses end of year 2024
Notes to consolidated Financial Statements, continued
Acquired
customer
portfolio
Amortization and impairment losses beginning of year 2023
Amortization and impairment losses end of year 2023
36
DKK DKK DKK
12
Property, plant and equipment
Cost beginning of year 2024 0 20,709,817 3,206,399
Exchange rate adjustments -1,279 50,862 470
Additions 13,160,501 1,340,011 551,470
Cost end of year 2024 13,159,222 22,100,690 3,758,339
Exchange rate adjustment 0 0 -121
Depreciation for the year -51,438 -1,269,206 -388,411
-51,438 -18,744,726 -1,963,968
Carrying amount end of year 2024 13,107,784 3,355,964 1,794,371
DKK DKK DKK
Property, plant and equipment
Cost beginning of year 2023 0 19,342,508 3,201,588
Exchange rate adjustments 0 20,314 686
Additions 0 1,346,995 4,125
Cost end of year 2023 0 20,709,817 3,206,399
Exchange rate adjustment 0 -19,244 -346
Depreciation for the year 0 -1,482,896 -364,779
0 -17,475,520 -1,575,436
Carrying amount end of year 2023 0 3,234,297 1,630,963
13
Right-of-use-assets & liabilities
2024 2023
Right-of-use-assets DKK DKK
Buildings 13,688,562 21,062,207
Vehicles 7,540,306 6,535,143
Other 576,205 1,314,283
Total right-of-use-assets 21,805,073 28,911,633
Lease liabilities
Current 8,268,773 8,785,584
Non-current 14,617,140 21,129,692
Total lease liabilities 22,885,913 29,915,276
Depreciation and impairment losses beginning
of year 2024
0
-17,475,520
Notes to consolidated Financial Statements, continued
-1,575,436
Depreciation and impairment losses end of
year 2024
Additions to the right-of-use-assets during the 2024 financial year were 4,676,262 DKK (2023:
4,667,597 DKK).
Land and
buildings
Leasehold
improve-
ments
Depreciation and impairment losses end of
year 2023
Other fixtures
and fittings,
tools and
equipment
Other fixtures
and fittings,
tools and
equipment
Leasehold
improve-
ments
Land and
buildings
Depreciation and impairment losses beginning
of year 2023
0
-15,973,380
-1,210,311
37
13 Right-of-use-assets & liabilities, continued
2024 2023
Depreciation charge of right-to-use-assets DKK DKK
Buildings 4,963,250 5,245,933
Vehicles 3,539,997 3,169,267
Other 481,496 398,970
Total depreciation charge of right-to-use-assets
8,984,743 8,814,170
Interest expenses (included in finance expense) 1,150,702 889,857
1,130,812 777,698
0 0
Maturity analysis, undiscounted cash flow for leasing liabilities
Up to 1 year
8,437,520 8,929,737
1-2 years
7,384,174 8,132,292
2-3 years
5,552,656 7,111,348
3-4 years
3,032,061 5,453,383
4-5 years
13,391 2,213,666
More than 5 years
- 13,378
Total undiscounted leasing liabilities
24,419,802 31,853,803
Deposits
DKK
14 Fixed assets investments
Cost beginning of year 1,145,769
Additions 4,761
Disposals -12,713
Exchange rate adjustment 1,654
Cost end of year 1,139,471
Carrying amount end of year 1,139,471
2024 2023
15 Inventories DKK DKK
Raw materials 23,394,664 20,345,291
Finished goods 9,155,950 10,346,445
Writ down on inventories 1,076,988- 1,032,082-
Total inventories 31,473,626 29,659,654
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)
See accounting policies for information on assigning costs to inventories.
Inventories recognized as an expense during the 2024 financial year amounted to 81,201,009 DKK
(2023: 68,421,641 DKK). These were included in cost of sales. Write down on inventories is part of
these expenses.
Notes to consolidated Financial Statements, continued
The statement of profit and loss shows the following amount related to leases:
38
16 Financial assets and financial liabilities
2024 2023
Financial assets at amortized cost: DKK DKK
Trade receivables 34,278,358 39,755,518
Other receivables 4,409,684 4,965,842
Deposits 1,139,471 1,145,769
Cash and cash equivalents 3,424,718 2,514,811
Total 43,252,231 48,381,940
Financial liabilities at amortized cost:
Trade payables 21,311,248 20,081,837
Other payables 16,894,864 21,312,902
Bank loans 27,313,035 37,314,850
Total 65,519,147 78,709,589
Trade receivables
Trade receivables 35,504,781 40,479,265
Loss allowance -1,226,423 -723,747
Total trade receivables 34,278,358 39,755,518
2024 2023
17 Deferred tax DKK DKK
Intangible assets -2,226,675 -2,905,444
Property, plant and equipment 385,542 436,836
Work in progress -2,938,702 -2,392,815
Lease liabilities less right-to-use-assets 275,571 242,429
Tax losses carried forward 9,053,757 8,753,417
4,549,493 4,134,423
Changes during the year
Beginning of year 4,134,423 5,463,086
Recognized in the income statement 415,070 -1,328,663
End of year 4,549,493 4,134,423
Tax losses carried forward
Tax losses carried forward is expected to be used within 3 - 5 years in the joint taxation.
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.
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.
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 does not use any factoring arrangement regarding the trade receivables.
Notes to consolidated Financial Statements, continued
39
18 Receivables from group enterprises
2024 2023
19 Contract assets & liabilities DKK DKK
Sales value of production of the period 60,600,094 49,473,015
Payments received on account -54,358,916 -53,218,078
6,241,178 -3,745,063
Recognized as follows in the balance sheet:
Contract assets 10,803,638 3,860,153
Contract liabilities -4,562,460 -7,605,216
6,241,178 -3,745,063
Contract assets
Contract assets at start of year 3,860,153 435,513
Impact from change in the measure of progress 8,903,257 6,804,622
Transfer from contract asstes, start of year, to receivables -1,959,772 -3,379,982
Contract assets at end of year 10,803,638 3,860,153
Contract Liabilities
Contract liabilities at start of year -7,605,216 -4,265,435
Revenue recognised, start of year, during fiscal year 6,236,475 1,485,365
Prepayments, excluding recognised revenue during fiscal year -3,193,719 -4,825,146
Contract liabilities at end of year -4,562,460 -7,605,216
Par value
Number DKK DKK
20 Share capital
Ordinary shares 14,512,903 1 14,512,903
14,512,903 14,512,903
21 Provisions
2024 2023
Provision for guarantee DKK DKK
Provision at start of year 856,920 926,157
Additions 0 0
Utilised during the year 0 0
Reversed during the year -17,018 -71,370
Exchange rate adjustment 816 2,133
Provision at end of year 840,718 856,920
Notes to consolidated Financial Statements, continued
All shares are fully paid and no shares carry any special rights.
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 orccures
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.
Receivables from group enterprises, is not expected to be received within the next 12 months.
40
2024 2023
22 Other short-term payables DKK DKK
VAT and duties 4,097,871 4,823,913
Payroll tax
and other
statutory
1,085,158 2,539,322
Holiday pay obligation 3,716,885 3,486,331
Other costs payable 7,994,950 10,463,336
16,894,864 21,312,902
23 Change in working capital
Increase/decrease in inventories -1,813,972 4,484,655
Increase/decrease in receivables 5,477,160 -8,314,881
Increase/decrease in Trade payables 786,641 3,951,128
Changes in contract assets & liabilities -9,986,241 4,180,576
Changes in other receivables/other payables 4,662,997 3,261,183
-873,415 7,562,661
24 Financial risk management
2024 2023
Impact on post tax profit and equity
DKK DKK
Change in USD rate - increase of 5%
1,492,486 1,025,007
Change in USD rate - decrease of 5%
- 1,492,486 - 1,025,007
Change in GBP rate - increase of 5%
- 1,859,941 - 989,704
Change in GBP rate - decrease of 5%
1,859,941 989,704
Change in CHF rate - increase of 5%
- 916,393 - 732,324
Change in CHF rate - decrease of 5%
916,393 732,324
Change in NOK rate - increase of 5%
- 91,333 - 179,906
Change in NOK rate - decrease of 5%
91,333 179,906
Cash flow and fair value interest rate risk
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.
Notes to consolidated Financial Statements, continued
The Group has no derivative financial instruments.
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 2024 and 2023, 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 0.7% lower revenue in 2024 using 2023 reporting currency.
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.
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.
41
24 Financial risk management, continued
Impact on post tax profit and equity 2024 2023
Interest rate - increase of 0.5%
-1.8 -1.8
Interest rate - decrease of 0.5%
1.8 1.8
Liquidity risk
2024 2023
Floating rate DKK DKK
Expiring within one year (bank overdraft)
10,172,116 3,954,507
Total 10,172,116 3,954,507
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 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. The Group has covenants linked to the facility in Sydbank
with financial KPI's: Solidity ratio at minimum 25 % and equity not below DKK 30 mio.
The proposed dividend for the year, will make the solidity ratio go below 25 %, this has been
approved by the banks.
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 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
Notes to consolidated Financial Statements, continued
New customers are asked for pre-payment.
Credit risk is managed on a group basis based on information from credit rating bureau.
The Group had access to the following undrawn borrowing facilities at the end of the reporting
period:
42
Maturities of financial liabilities
DKK
Less than
1 year
2 - 5 years
More than 5
years
Total
contractual
cash flows
Carrying
amount
At 31 December 2024
Trade
payables
21,311,248 - - 21,311,248 21,311,248
Bank loans 27,313,035 - - 27,313,035 27,313,035
Lease
liabilities
8,437,520 15,982,282 - 24,419,802 24,419,802
Other
payables
- 357,180 3,182,398 3,539,578 3,539,578
57,061,803 16,339,462 3,182,398 76,583,663 76,583,663
DKK
Less than
1 year
2 - 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
25
26 Unrecognized rental and lease commitments
1,249,997 1,954,667
Capital management
Other payables consists of long-term holiday pay obligations.
Notes to consolidated Financial Statements, continued
During 2024, the group’s strategy, which was unchanged from 2023, was to maintain a gearing
ratio below 2.0. The ratio was 0.9 (2023: 1.8).
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.
Consistent with others in the industry, the group monitors capital on the basis of the following
gearing ratio:
Liabilities under rental or lease agreements until maturity in total
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.
43
27
28
29
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 49,356,000.
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.
Notes to consolidated Financial Statements, continued
Name and registered office of the Parent preparing consolidated financial statements for the
smallest group: Berkshire Boyter Holding ApS, Hørsholm.
A floating charge of DKK 52,380,000 nominal has been provided as security for bank loans. The
Groups inventory, receivables and fixed assets has been deposited as security.
Contingent liabilities
Assets charged and collateral
Group relations
The Group has provided performance and payments guarantees amounting to DKK 4,892,919.
44
30 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 2024.
Sale of
ventilation
solutions
100.0
100.0
100.0
100.0
Marketing
company
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
WindowMaster Focair AG
WindowMaster BSI AS
Trimbach,
Switzerland
Hamburg,
Germany
WindowMaster Int. Inc.
100.0
100.0
100.0
Kettering,
Great Britan
The group’s principal subsidiaries at 31 December 2024 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
InShade ApS
WindowMaster GmbH*
Principal
activities
WindowMaster Control
Systems Ltd.
Rudersdal,
Denmark
Sale of
ventilation
solutions
WindowMaster Control
Systems Ltd.
Sale of
ventilation
solutions
Holding
company
Sale of
ventilation
solutions
Equity interest
2024
100.0
- WindowMaster Clearline Inc.
100.0
100.0
Sale of fall
protection
solutions
Equity
interest 2023
Production of
ventilation
solutions
100.0
100.0
100.0
100.0
100.0
100.0
Sale of
ventilation
solutions
100.0
100.0
Rudersdal,
Denmark
100.0
Sale of
ventilation
solutions
Herford,
Germany
Sale of
ventilation
solutions
Sale of
ventilation
solutions
Notes to consolidated Financial Statements, continued
100.0
45
31 Transactions with related parties
32 Related parties with controlling interest
33
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.
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 6. The transactions
during the period related to joint taxation amounts to a downpayment of DKK 74k. The outstanding
balance is from 2022 and 2021.
Notes to consolidated Financial Statements, continued
Parent Income Statement for 01.01.2024 - 31.12.2024
46
2024 2023
Notes DKK DKK
Revenue 44,115,363 41,265,926
1 Other operating income 36,365,322 12,683,067
Total income 80,480,685 53,948,993
External costs -28,926,138 -20,952,338
Gross profit 51,554,547 32,996,655
2 Staff costs -31,452,590 -32,048,347
3 Depreciation, amortisation and impairment losses -9,512,389 -10,304,435
Operating profit/loss 10,589,568 -9,356,127
Income from investments in group enterprises 1,765,443 2,363,949
4 Finance income 1,067,786 936,665
Finance expenses -3,327,131 -3,719,255
Profit/loss before tax 10,095,666 -9,774,768
5 Tax on profit/loss for the year 505,722 -1,302,537
6 Profit/loss for the year 10,601,388 -11,077,305
Proposed distribution of profit/loss
Proposed dividend for the year 6,000,000 0
Retained earnings 4,601,388 -11,077,305
10,601,388 -11,077,305
Parent Balance Sheet as at pr. 31.12.2024
47
Assets
2024 2023
Notes DKK DKK
Software 4,915,654 7,415,922
Completed development projects 7,546,622 6,814,919
Development projects in progress 1,722,878 3,498,535
7 Intangible assets 14,185,154 17,729,376
Other fixtures and fittings, tools and equipment 1,295,638 1,161,957
Right-of-use-assets 6,983,394 9,560,946
Leasehold improvements 1,357,479 1,498,633
8 Property, plant and equipment 9,636,511 12,221,536
Investments in group enterprises 40,309,837 38,434,549
Deposits 938,402 933,641
9 Fixed assets investments 41,248,239 39,368,190
11 Receivables from related parties 1,818,233 2,596,553
10 Deferred tax 6,047,319 5,541,597
Non-current assets 72,935,456 77,457,252
Receivables from group enterprises 6,360,405 8,781,351
Other receivables 4,458,372 4,994,246
12 Prepayments 2,341,003 2,080,811
Receivables 13,159,780 15,856,408
Cash 43,654 3,525
Current assets 13,203,434 15,859,933
Total assets 86,138,890 93,317,185
Parent Balance Sheet as at pr. 31.12.2024
48
Liabilities
2024 2023
Notes DKK DKK
13 Share capital 14,512,903 14,512,903
Reserved for net revaluation according to the equity method
8,747,015 10,871,727
Reserved for development expenditure
7,230,211 8,044,495
Proposed dividends 6,000,000 0
Retained earnings 144,523 -7,505,706
Equity 36,634,652 25,923,419
8
Lease liabilities
8,199,897 11,063,247
Other payables
2,128,563 2,064,562
14 Non-current liabilities 10,328,460 13,127,809
14 Current portion of long-term liabilities 0 653,180
8
Lease liabilities
3,549,079 3,808,735
Bank loans 19,829,253 40,359,269
Trade payables
3,964,468 4,229,215
Payables to group enterprises 7,854,084 2,093,450
15
Other payables
3,978,894 3,122,108
Current liabilities 39,175,778 54,265,957
Total liabilities
49,504,238 67,393,766
Equity and liabilities 86,138,890 93,317,185
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 2024
49
Share capital
Total
DKK DKK DKK DKK DKK DKK
14,512,903
Proposed
dividends
36,634,652
144,523
6,000,000
7,230,211
8,747,015
0
10,601,388
2,835,945
6,000,000
0
1,765,443
0
0
814,284
109,845
0
0
0
109,845
0
4,000,000
0
0
-4,000,000
14,512,903
0
-814,284
0
0
0
Dividends from group enterprises have been transferred to retained earnings, as the concurrency principle has
been applied.
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
Proposed
dividend
Equity end of
the year
Profit/loss for
the year
Development
projects
Exchange
rate
adjustments
Equity begin-
ning of the
year
Reserve for
net
revaluation
according to
the equity
method
25,923,419
-7,505,706
0
8,044,495
10,871,727
Note 1 Summary of significant accounting policies
50
Differences relative to the Group’s accounting policies
The financial statements for WindowMaster International A/S ('the Parent') for the year ended 2024 has been
prepared in accordance with the provisions of the Danish Financial Statements Act for reporting class B as
well as selected rules applying to reporting class C.
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.
Investments in subsidiaries
Subsidiaries are recognized using the equity 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.
Reserve for development costs
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 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.
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.
Notes to parent Financial Statements
51
Notes
1 Other operating income
2024 2023
2 Staff costs DKK DKK
Wages and salaries 28,821,392 27,840,250
Warrants program 0 2,167,750
Pension costs 2,379,304 1,862,756
Other social security costs 251,894 177,591
31,452,590 32,048,347
Average number of employees 32 30
3 Depreciation, amortization and impairment losses
Amortization of intangible assets 6,466,121 6,902,976
Depreciation of property, plant and equipment 630,625 721,190
Depreciation of right-to-use-assets 2,449,755 2,680,269
-34,112 0
9,512,389 10,304,435
4
Finance income
Financial income arising from group enterprises 106,407 157,157
Other financial income 961,379 779,508
1,067,786 936,665
5 Tax on profit/loss for the year
Change in deferred tax -505,722 1,302,537
Adjustment concerning previous years 0 0
Refund in joint taxation arrangement 0 0
-505,722 1,302,537
6 Proposed distribution of profit/loss
1,765,443 763,949
Proposed dividend 6,000,000 0
Retained earnings 2,835,945 -11,841,254
10,601,388 -11,077,305
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
52
Software
DKK
DKK DKK
7 Intangible assets
Cost beginning of year 38,744,808 24,562,371 3,498,535
Additions 919,923 1,033,375 968,601
Transfer 0 2,744,258 -2,744,258
Cost end of year 39,664,731 28,340,004 1,722,878
-31,328,886 -17,747,452 0
Amortization for the year -3,420,191 -3,045,930 0
Reversal regarding disposals 0 0 0
-34,749,077 -20,793,382 0
Carrying amount end of year 4,915,654 7,546,622 1,722,878
DKK DKK
8
Property, plant and equipment
Cost beginning of year 9,788,278 2,890,604
Additions 423,273 199,879
Disposals 0 0
Cost end of year 10,211,551 3,090,483
Depreciation and impairment losses beginning of year -8,626,321 -1,391,971
Depreciation for the year -289,592 -341,033
Reversal regarding disposals 0 0
Depreciation and impairment losses end of year -8,915,913 -1,733,004
Carrying amount end of year 1,295,638 1,357,479
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
53
8 Property, plant and equipment, continued 2024 2023
Right-of-use-assets DKK DKK
Buildings 5,361,076 7,278,112
Vehicles 1,539,244 1,598,283
Other 83,074 684,551
Total right-of-use-assets 6,983,394 9,560,946
Lease liabilities
Current 3,549,079 3,808,735
Non-current 8,199,897 11,063,247
Total lease liabilities 11,748,976 14,871,982
Depreciation charge of right-to-use-assets
Buildings 1,439,284 1,532,234
Vehicles 704,294 851,641
Other 306,177 296,394
Total depreciation charge of right-to-use-assets
2,449,755 2,680,269
Interest expenses (included in finance expense) 276,887 334,734
1,130,812 777,698
0 0
Deposits
DKK DKK
9 Fixed assets investments
Cost beginning of year 27,562,822 933,641
Additions 0 4,761
Cost end of year 27,562,822 938,402
Revaluations beginning of year 10,871,727 0
Exchange rate adjustments 109,845 0
Amortization on earn-out -277,242 0
Share of profit/loss for the year
2,042,685 0
Dividend paid out 0 0
Revaluations end of year 12,747,015 0
Carrying amount end of year 40,309,837 938,402
Carrying amount of customer contracts end of year 323,450
Notes to parent Financial Statements, continued
Additions to the right-of-use-assets during the 2024 financial year were 832,108 DKK (2023:
799,274 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
54
2024 2023
10 Deferred tax DKK DKK
Intangible assets -2,469,269 -3,041,300
Property, plant and equipment 108,359 177,022
Lease liabilities less right-to-use-assets 78,297 75,943
Tax losses carried forward 8,329,932 8,329,932
6,047,319 5,541,597
Changes during the year
Beginning of year 5,541,597
Recognized in the income statement 505,722
End of year 6,047,319
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 0 91,185 2,037,378
0 91,185 2,037,378
Other payables consists of long-term holiday pay obligations.
2024 2023
15 Other payables DKK DKK
231,997 645,124
Holiday pay obligation 1,376,878 1,286,092
Other costs payable 2,370,019 1,190,892
3,978,894 3,122,108
Nominal value
Prepayments comprise of the following cost categories relating to subsequent financial years:
Insurances, memberships, IT licenses and leasing costs.
Notes to parent Financial Statements, continued
DKK 1,818,233 of 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 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.
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
55
2024 2023
DKK DKK
16
Unrecognized rental and lease commitments
1,249,997 1,954,667
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
31.12.24, 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 10,831,755.