Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2024-01-01 2024-12-31 2023-01-01 2023-12-31 41241454 P-Esoft 2022 A/S Scandiagade 8, 6. 2450 København SV 2020-03-09 København EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg Danmark +45 73 23 30 00 2025-06-10 Søren Holm Pedersen Regnskabsklasse C, stor virksomhed Revisionspåtegning Grundlag for konklusion Konklusion true 2025-06-10 2025-06-10 CaseWare Working Papers Copenhagen Henrik Bonnerup CEO Allan Bach Pedersen Chairman Jan Johan Kühl Rune Lillie Gornitzka Copenhagen Søren Smedegaard Hvid State Authorised Public Accountant mne31450 138841000 51824000 13966000 15289000 -15986000 Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) -31982000 30857000 15351000 10493000 Normalized EBITDA Normalized EBITDA Normalized EBITDA Normalized EBITDA Normalized EBITDA -20231000 -18365000 -5526000 -36798000 453402000 4107000 5694000 1506000 196412000 3755000 -405894000 421693000 -8182000 -3319000 19554000 Total cash flows Total cash flows Total cash flows Total cash flows Total cash flows -6.6 -5.8 -16 46.1 40.8 37.3 4.3 5 -11.5 EBITDA-margin EBITDA-margin EBITDA-margin EBITDA-margin EBITDA-margin -5 -4 -14.1 64.7 46.5 62.6 Current ratio Current ratio Current ratio Current ratio Current ratio 33.7 32.3 34.8 -20.3 -18.5 -28.2 961 327305000 303205000 0 0 118717000 93568000 0 0 93000 88000 0 0 57676000 86018000 40000 62000 151005000 123707000 -40000 -62000 137039000 108418000 0 0 35558000 32807000 0 0 -21592000 -17518000 -40000 -62000 0 0 -28965000 -27360000 3320000 2151000 144000 13000 23551000 20516000 0 0 -41823000 -35883000 -28861000 -27409000 -5889000 -3310000 23000 -11000 -35934000 -32573000 -28884000 -27398000 7050000 5175000 -32573000 25096000 14947000 0 0 6825000 7374000 0 0 156806000 170023000 0 0 193025000 184874000 0 0 381752000 377218000 0 0 7776000 5610000 0 0 78000 56000 0 0 7854000 5666000 0 0 0 0 144544000 128336000 3215000 1286000 0 0 1812000 1706000 0 0 5027000 2992000 144544000 128336000 394633000 385876000 144544000 128336000 21360000 21873000 0 0 0 0 0 10000000 0 0 237000 260000 4516000 4137000 0 0 2537000 1707000 0 0 28413000 27717000 237000 10260000 9007000 17189000 706000 602000 37420000 44906000 943000 10862000 432053000 430782000 145487000 139198000 23618000 19931000 23618000 19931000 19575000 11659000 0 0 -511000 -1039000 0 0 102793000 108634000 121857000 119254000 30789000 31644000 0 0 176264000 170829000 145475000 139185000 13802000 19716000 0 0 13802000 19716000 0 0 113719000 77395000 0 0 70389000 66265000 0 0 184108000 143660000 0 0 7428000 18400000 0 0 17382000 43501000 0 0 5994000 8211000 0 0 0 575000 0 0 0 1730000 0 0 24457000 22861000 12000 13000 2618000 1299000 0 0 57879000 96577000 12000 13000 241987000 240237000 12000 13000 432053000 430782000 145487000 139198000 18931000 6585000 76000 132106000 38714000 1000000 9000000 0 0 0 -27398000 -5175000 0 1115000 0 276000 0 0 0 -1619000 10068000 -10068000 3513000 -3513000 1481000 -1481000 0 19931000 11659000 -1039000 108634000 31644000 3687000 30960000 0 0 0 -28884000 -7050000 0 -528000 0 -112000 0 0 -322000 6083000 17090000 -17090000 7027000 -7027000 2147000 -2147000 0 1237000 1558000 23618000 19575000 -511000 102793000 145475000 30789000 18931000 138767000 1000000 9000000 -27398000 0 1115000 19931000 119254000 3687000 30959000 -28884000 0 -528000 23618000 121857000 -35934000 -32573000 29257000 28493000 -2302000 -12412000 -8979000 -16492000 37453000 10068000 4107000 5694000 0 2654000 20525000 0 -2035000 -856000 -64120000 -13964000 29880000 14226000 -4528000 0 4124000 4164000 1500000 4119000 1890000 1247000 34647000 10000000 -404000 -1619000 64917000 27137000 -8182000 -3319000 17189000 20508000 9007000 17189000 687000 711000 527000 543000 140000 51000 20000 117000 137938000 94108000 0 0 3559000 2177000 0 0 1346000 9344000 0 0 2586000 5557000 0 0 137039000 108418000 0 0 787 764 0 0 3320000 2151000 144000 13000 23551000 20516000 0 0 7172000 1111000 0 0 -13061000 -4421000 23000 -11000 -28884000 -27398000 67724000 8193000 189969000 201622000 0 93000 0 0 0 0 0 0 0 0 360000 16428000 0 500000 20525000 0 360000 0 0 0 -360000 84605000 8193000 190469000 222147000 0 52777000 819000 19946000 16748000 0 -295000 0 0 0 0 0 0 500000 0 0 7027000 549000 13217000 12374000 0 59509000 1368000 33663000 29122000 0 25096000 6825000 156806000 193025000 0 29757000 203000 4038000 69000 -30000 -25000 33765000 247000 24147000 147000 1842000 47000 0 25000 25989000 169000 7776000 78000 1286000 1706000 1929000 387000 0 281000 3215000 1812000 3215000 1812000 Esoft HoldCo A/S Denmark 81.82 Esoft BidCo A/S Denmark 100 Esoft Systems A/S Denmark 100 EFKT Danmark A/S Denmark 100 EFKT Media ApS Denmark 100 Esoft International A/S Denmark 100 EFKT Sverige AB Sweden 100 EFKT Norge AS Norway 100 Esoft Vietnam Co., Ltd. Vietnam 100 EFKT Group A/S Danmark 100 178446000 44645000 223091000 -50110000 528000 -29690000 725000 144544000 19716000 0 -260000 0 13802000 19716000 41682000 31902000 -237000 -260000 -327000 -6790000 0 0 429000 -67000 0 0 -27982000 -5329000 0 0 121147000 7428000 113719000 0 70389000 0 70389000 0 35558000 32807000 -5889000 -3310000 -412000 -1004000 -696000 -4430000 1606000 7982000 -106000 0 -2394000 0 -500000 0 -4788000 0 -22313000 0 9007000 17189000 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of P-Esoft 2022 A/S for the financial year 1 January - 31 December 2024. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Company at 31 December 2024 and of the results of the Group's and the Company's operations and of the consolidated cash flows for the financial year 1 January - 31 December 2024. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. To the shareholders of P-Esoft 2022 A/S We have audited the consolidated financial statements and the parent company financial statements of P-Esoft 2022 A/S for the financial year 1 January - 31 December 2024, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies, for the Group and the Parent Company, and a consolidated cash flow statement. The consolidated financial statements and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2024, and of the results of the Group's and Parent Company's operations as well as the consolidated cash flows for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements and the parent Company financial statements" (herinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements and the parent company financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the Management's review. For terms and definitions, please see the accounting policies. It is a priority for the Group to offer customers a high level of security and business continuity as well as proper and ethical usage of data protecting both customers, vendors and the Group itself. To solidify our commitment to data security and ethics core parts of the Group are ISO 27001 certified. In 2024 we have also made and implemented a group wide Al Policy outlining our use of Al and the ethics we apply in this area. P-Esoft 2022 A/S and its subsidiaries represent one of the leading players in real estate marketing, primarily for realtors and photographers. The Group provides services worldwide. The Group’s activities are separated into two groups: i) EFKT Group which consists of the retail activities in Scandinavia and ii) Esoft Systems which consists of the wholesale activities globally and the postproduction in Vietnam. The Group’s headquarters moved to Copenhagen during 2024 where the EFKT Group is also headquartered. EFKT Group furthermore has an office in Oslo, Norway. Esoft Systems is based in Copenhagen, Denmark and Hanoi, Vietnam. To adhere to our commitment to transparency and compliance, Esoft HoldCo A/S ensures that all reporting practices, including those concerning our group structure and operations, are conducted with clarity and are accessible for review. This commitment aligns with our efforts to maintain the highest standards of corporate governance. Report on Corporate Social Responsibility (CSR) according to the Danish Financial Statements Act (ARL) §99a is published in Esoft HoldCo A/S’ Sustainability Report, which can be accessed via the following link: ESG LINK Retail The EFKT Group are commercial entities that focuses on delivering end-to-end digital marketing solutions for real estate agents in Scandinavia This includes the entire value chain with regards to real estate marketing: Photography, film, floorplans, and copywriting for real estate (listings); editing and refining of raw materials, seamless integration to real estate agents’ case systems, activation of content via an automated data management platform (called “Shine”), and tailored branding and media activation in digital channels. The Nordic footprint has been strengthened through the acquisitions of Zigna ApS in January 2024. This further strengthened the market position in Denmark and allows the EFKT Group to pursue a dual brand strategy in Denmark. The integration of Zigna into the Group has been well received by the customers. In QI 2025 EFKT Sweden was closed to focus on delivering excellent customer value in Denmark and Norway. Wholesale The Wholesale business focuses on real estate photographer networks and independent photographers worldwide. The Wholesale business sells solutions and services that offer efficiency, seamlessness, quality, and consistency to customers. The business unit functions as “one-stop-shop” for Wholesale customers and can support them in scaling their businesses. The product offering in Esoff is partly developed based on the Group’s learnings from being a market leader via EFKT in Denmark and Norway which are among the most digitally mature real estate markets in the world. In 2024, the Wholesale business has grown the number of enterprise clients substantially and thereby grown the business substantially more than the market. An upgraded version of Imagelife, a platform targeting the fragmented real estate photographer market, has been introduced. Production The Production business unit continues to be the backbone of the Group’s Retail and Wholesale business and focuses on the refinement of content delivered by the Retail business and Wholesale customers. The Production unit delivers seamless, high quality, high consistency and on-time content. In 2024 we continued working with improving our production efficiency, which has developed according to plans. We started the implementation of an ambitious but much needed production execution plan to transition our production set-up from a ‘human-based model supported by tech’ to a ‘tech-driven model supported by humans. Number of employees At year-end 2024, the Group had 756 employees. We entered the year with 801 employees in the Group. The 2024 average for the Group ended at 787 employees. There have been no unusual circumstances which should be referred to in relation to the accounts. The Group’s revenue amounted to DKKt 327,305, representing an increase of 7.95% over the Group’s revenue of DKKt 303,205 in 2023 EBITDA amounted to DKKt 14,007 (2023: DKK 15,351), reflecting a modest decrease. In 2024, a focus has been on the integration of the Zigna acquisition and reorganization of EFKT Danmark. The Group incurred significant costs related to integration and reorganization. Normalized EBITDA was DKKt 30,857 (2023: DKKt 31,852) equal to a decline of 3.2% compared to the previous year. Shareholders’ equity amounted to DKKt 145,475 (2023: DKKt 139,185), and consolidated assets to DKKt 432,053 (2023: DKKt 430,782). At year-end 2024, cash and non-utilized credit facilities amounted to approx. DKK 31,8m. Equity and cash position The shareholders contributed 50.3 mDKK in new equity to fund the acquisition of Zigna and ensure that the Group has a suitable capitalisation and financial resources available for the strategy period. In connection with this a new bank agreement for the Group was obtained. This agreement ensures sufficient liquidity for the comings years also taking into consideration the seasonal nature of the industry in which the Group operates. Market Risks As stated under the Market Outlook section above, the Group is vulnerable in uncertain market conditions and low activity in the real estate markets around the world. Should interest rates increase to even higher levels and consumer confidence further decline in its core markets, resulting in significantly fewer real estate listings than expected, the financial results of the Group are potentially affected. Currency Risks Foreign activities mean that profit, cash flow and equity are affected by the exchange rate development between DKK, NOK, USD, VND, and EUR. Exchange rate fluctuations related to the translation of the result and inter Group balance of foreign subsidiaries at the balance sheet date constitute a risk. No hedging is performed to meet fluctuations unless the risk is considered substantial. Interest Rate Risks The short-term interest rates around the world have had a decreasing trend in 2024 and this is expected to continue during 2025 barring adverse impact from a sustained trade war. Currently no hedging is performed, however, management will continuously assess the risk and to the extent of the assessed risk perform relevant hedging. Credit Risks The Group’s credit risks related to trade receivables are included in the balance sheet. Management has at year-end assessed the risks related to trade receivables and has made relevant provisions for losses Employee Risks Having the right competencies with adequate experience is vital. Therefore, it is important that the Group continues to attract, retain, and develop skilled employees. Failure to do so has the potential to negatively impact the expected development of the Group. Supplier Risks The Group is not dependent on individual suppliers, and the supplier risk is assessed as limited. IT Risks The Group depends on Information Technology to manage critical business processes, ranging from sales, production, to administrative and financial functions. The Group uses IT systems for internal purposes and externally for its customers. Extensive disruption of IT systems could have a negative effect on the Group. Compliance The Group prioritizes offering customers the highest level of security and contingency, as well as the proper and ethical usage of data, to protect customers, vendors, and the Group itself. In recent years, several organizational changes have been implemented to ensure compliance, including relocating the Wholesale business to the HQ location in Denmark.To further strengthen the Group’s focus on quality, security and compliance, the Group has obtained ISO 27001 and ISO 9001 in Esoft Systems. Research and development activities primarily include own software development with a focus on Al and state-of-the-art infrastructure. In the financial year, software development corresponding to DKK 17.2 million is capitalized. The Group continuously invests in the development of its central IT infrastructure and Al, which is a key lever in the continued successful development of the Group Our Commitment The Group’s commitment to corporate social responsibility is founded on respect for internationally recognized principles for sustainable development, human rights (including labor rights), the environment, business ethics and the UN Global Compact principles as expressed in the UNGPs/OECD Guidelines. This commitment is integrated into the Group’s strategy and business operations. The Group has conducted an impact assessment (risk assessment) and accordingly updated its ESG Strategy. This process included the formulation of a Sustainability Statement, as well as the selection of ESG and sustainability KPIs relevant to the Group, both of which have received approval from the Board of Directors. For the 2024 financial year, there is a separate ESG report: https://esoft.group/esg Sustainability Statement In Esoft, we are a passionate, action-oriented team that purposefully help real estate agents to market and sell properties. With over 20 years of experience delivering media solutions and effective marketing tools to brokers around the world, we know what we are talking about. We are working diligently to set tomorrow’s global standards for how we conduct our business including IT security, system reliability and customer service. We live our values of quality, credibility, openness, innovation, care, and passion every day, in our engagement with our customers, suppliers, and most importantly, with each other. Our presence in the Nordics and Vietnam influence how we perceive our responsibility towards our employees and communities. For Esoft, sustainability means: Ensuring that we have a diverse and skilled workforce: Our strong focus on always delivering high and consistent quality means that we prioritize the development of the right competences. We have a strong focus on training and upskilling of our employees and ensuring that we have a diverse organization in terms of gender and people with determination. Ensuring a good work environment for our employees: A good work environment and strong sense of community is an important value proposition across our organization. Throughout the entire organization, we build on our Nordic values and tradition for employee benefits (such as private health insurance and subsidized canteen) and thereby provide above standard work environment for our employees outside the Nordics. The main risk that the Group faces when trying to secure a healthy and safe working environment while ensuring our employee s well-being is their physical and mental wellbeing. To strengthen our work environment, especially in Vietnam, we have had several workshops focusing on how to improve this. In 2025 we will continue doing workshops focusing on the work environment and employee conditions.Reducing the environmental impact of our operations: The environmental footprint of our operations is mainly related to emissions from our car fleet when driving out to customers, our IT hardware setup and our business travel. The Group's CO2 baseline has been established, and we are continuously working on reducing the footprint from our operations. Our overall ambition is to run operations as environmentally friendly as possible. In 2025, we are going to invest in electric vehicles and energy efficient technology. Ensuring that we have good governance in place: We have a strong focus on running our business responsibly and ensuring that we have good governance in place and respect human rights. The main risk in terms of respecting human rights is first and foremost data privacy and security due to our business handling large amounts of data on behalf of our customers. As a large part of our operation is in Vietnam, which generally ranks low on Transparency International’s Corruption Perception Index, this has been of specific importance throughout Esoft’s history. In 2024, the Group held several sessions regarding data privacy and security to strengthen the focus on human rights. No human rights violations have been registered in 2024. For 2025 the Group will continue to train regarding data privacy and other human rights aspects. In 2024, we have informed all our current and in-scope business partners about our anti-corruption policy. In 2024, there has not been identified any cases of corruption or bribery. In the future, we will communicate our guidelines and expectations regarding anticorruption to employees and business relations through our code of conduct. Support local community in Vietnam: Over the past 15 years we have built a sustainable model around training and employing disadvantaged people in the Vietnamese community under people with determination. We do this in collaboration with local NGOs and educational institutions in our community. We are satisfied with our efforts regarding our work with social and employee condition in 2024. Governance The Board of Directors and the Executive Board work constantly to ensure that appropriate and sufficient control systems are in place, managed by a robust management team structure. The Board of Directors and the Executive Board have a number of duties that are defined by the Companies Act, the Danish Financial Statements Act and the Articles of Association and Rules of Procedure for the Board of Directors, among other regulations and policies. On this basis, the necessary internal procedures are continually being developed, refined, and maintained to ensure active, reliable and profitable management of the Group. The Board of Directors ensures that the Executive Board complies with the approved objectives, strategies, business procedures and rules of procedure for the Executive Board. The information presented to the Board of Directors is provided systematically before and during meetings, as well as in written and verbal reports. The topics of these reports include market development and the Group’s development and profitability. The Board of Directors and the Executive Management have overall responsibility for risk management and internal controls related to financial reporting. The Board of Directors of the Group meet at least six times a year. Furthermore, information about the Group, results and financial position is shared with the Board of Directors on a regular basis (monthly). If relevant, extraordinary meetings are held. Audit and risk committee The board and management have discussed the need for an audit and risk committee and have assessed that it is not relevant at this time given the size of the company. Remuneration to Management and the Board of Directors To attract and retain the Group’s management competencies, the remuneration of Management, senior employees and the Board of Directors is based on tasks, value creation and conditions in comparable companies. An incentive program has been implemented in the form of bonus schemes and share and warrant-based incentive programs for key employees. The statutory CSR report is published on the Company’s website: https://esoft.group/esg Subsequent to the reporting period, the Group has closed the Swedish retail business after several years of not being able to obtain critical mass in the market 2024 once again proved to be a turbulent year with several challenges for the macroeconomy worldwide with the wars in Ukraine and the Middle East and the global economic uncertainties. The inflation rates and interest rates fell during the year, and this positively impacted the real estate market worldwide, in particular in the US where the number of listings increased by 7%, albeit this remains at a level significantly below pre-covid numbers. The Scandinavian markets also recovered modestly during 2024. The recovery towards historical levels of market activity is expected to gradually continue in 2025, barring a global recession induced by the introduction of tariffs by the US government. The outlook for interest rates is also very uncertain, which is another important factor in the global real estate market. EFKT Group - Retail The focus will be on continuing to offer state-of-the-art real estate marketing materials in Denmark and Norway, while also continuing to harvest synergies from the acquired targets in the Retail business. A modest decrease in revenue in 2025 is expected after the closure of the Swedish Retail operation and the churn of one of the major customers in Denmark Esoft Systems - Wholesale & Production In Esoft Systems, the focus will be on continuing to win new customers and offer products and solutions that help clients to develop and grow their business. Strengthening partnerships with industry leading players is also an area that has our focus. In Production, we will continue to work to improve quality and production efficiency. Esoft Systems is expected to continue the growth path with double-digit growth in revenue in 2025. As part of the strategy, the group is continuously in dialogue with potential acquisition targets, which will also be a focus area in 2025. The annual report of P-Esoft 2022 A/S for 2024 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to large reporting class C entities. The accounting policies used in the preparation of the financial statements are consistent with those of last year. In the financial year and the comparative figures, certain reclassifications have been made in the income statement and the balance sheet without affecting the results. Reporting currency The financial statements are presented in Danish kroner (DKK'000). Control The consolidated financial statements comprise the Parent Company and group entities controlled by the Parent Company. Control means a parent company’s power to direct a group entity’s financial and operating policy decisions. Besides the above power, the parent company should also be able to yield a return from its investment. In assessing if the parent company controls an entity, de facto control is taken into consideration as well. The existence of potential voting rights which may currently be exercised or converted into additional voting rights is considered when assessing if an entity can become empowered to direct another entity’s financial and operating decisions. Preparation of consolidated financial statements The consolidated financial statements are prepared as a consolidation of the parent company's and the individual group entities' financial statements, which are prepared according to the group's accounting policies. On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends, and realised and unrealised gains on intra-group transactions are eliminated. Unrealised gains on transactions with associates are eliminated in proportion to the group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains if they do not reflect impairment. In the consolidated financial statements, the accounting items of group entities are recognised in full. Non-controlling interests' share of the profit/loss for the year and of the equity of group entities which are not wholly-owned are included in the group's profit/loss and equity, respectively, but are disclosed separately. Acquisitions and disposals of non-controlling interests which are still controlled are recognised directly in equity as a transaction between shareholders. Investments in associates and joint ventures are recognised in the consolidated financial statements using the equity method. The group's activities in joint operations are recognised on a line-by-line basis. On initial recognition, non-controlling interests are measured at the fair value of the non-controlling interests' equity interest. Intra-group business combinations The book value method is applied to business combinations such as acquisition and disposal of investments, mergers, demergers, contributions of assets and share conversions, etc. in which entities controlled by the parent company are involved, provided that the combination is considered completed at the time of acquisition without any restatement of comparative figures. Differences between the agreed consideration and the carrying amount of the acquiree are recognised directly in equity. On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses. The Company has chosen IAS 11/IAS 18 as interpretation for revenue recognition. Income from the rendering of services is recognised as revenue as the services are rendered. Accordingly, revenue corresponds to the market value of the services rendered during the year (percentage-of-completion method). Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue. Other operating income comprise items secondary to the principal activities of the Company, including rental income from the temporary lease out of production facilities, compensation, government grants, refund of wages and salaries, gains on the disposal of intangible assets and property, plant and equipment, etc. Compensation and grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. Cost of sales includes the cost of goods used in generating the year's revenue. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs comprise wages and salaries, including holiday allowance and pensions, and other social security costs, etc., for the Company's employees. The item comprises amortisation/depreciation and impairment of intangible assets and property, plant and equipment. The cost net of the expected residual value for completed development projects and acquired IP rights is amortised over the expected useful life. Acquired IP rights include patents, rights and licences. Goodwill is amortised over the expected economic life of the asset, measured by reference to Management’s experience in the individual business segments. Goodwill is amortised on a straight-line basis over the amortisation period, which is between 5 and 20 years. The amortisation period is based on the strategical importance of the acquired subsidiary. The basis of amortisation/depreciation, which is calculated as cost less any residual value, is amortised/depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows: Completed development projects 5 years Patent and brand 15 years Customer relationships 5-15 years Goodwill 5-20 years Fixtures and fittings, other plant and equipment 3-5 years Leasehold improvements 5 years Depreciation is based on the residual value of the asset and is reduced by impairment losses, if any. The depreciation period and the residual value are determined at the acquisition date and are reassessed annually. Where the residual value exceeds the carrying amount of the asset, no further depreciation charges are recognised. In the case of changes in the depreciation period or the residual value, the effect on the depreciation charges is recognised prospectively as a change in accounting estimates. The income statement includes the proportional share of the underlying companies' profit or loss after elimination of internal profit/loss and after tax. In group entities, the full elimination of internal profit and loss is carried out without regard to ownership shares. The proportionate share of the individual group entities' profit/loss after tax after full elimination of internal gains/losses are recognised in the parent company's income statement. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The Company and its Danish group entities are jointly taxed. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption). Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company. Goodwill is amortised over the expected economic life of the asset, measured by reference to Management’s experience in the individual business segments. Goodwill is amortised on a straight-line basis over the amortisation period. Development costs comprise expenses, salaries and amortisation directly or indirectly attributable to development activities. Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities areidentifiable and where the Company intends to produce, market or use the project, are recognised as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling costs and administrative expenses and development costs. Other development costs are recognised in the income statement as incurred. Development costs that are recognised in the balance sheet are measured at cost less accumulated amortisation and impairment losses. On completion of a development project, development costs are amortised on a straight-line basis over the estimated useful life. Patents and licences are measured at cost less accumulated amortisation and impairment losses. Patents are amortised on a straight line basis over the remaining term of the patent, and licences are amortised over the term of the licence, but not exceeding 15 years Gains and losses on the sale of intangible assets are recognised in the income statement under "Other operating income" or "Other operating expenses", respectively. Gains and losses are calculated as the difference between the selling price less selling expenses and the carrying amount at the time of sale. Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. The Company has chosen IAS 17 as interpretation for classification and recognition of leases. Leases that do not transfer substantially all the risks and rewards incident to the ownership to the Company are classified as operating leases. Payments relating to operating leases and any other rent agreements are recognised in the income statement over the term of the lease. The Company's aggregate liabilities relating to operating leases and other rent agreements are disclosed under "Contingent liabilities". Equity investments in group entities are measured according to the equity method. Equity investments in joint ventures are also measured according to the equity method in the consolidated financial statements. On initial recognition, equity investments in group entities are measured at cost, i.e. plus transaction costs. The cost is allocated in accordance with the acquisition method; see the accounting policies regarding business combinations. The cost is adjusted by shares of profit/loss after tax calculated in accordance with the Group's accounting policies less or plus unrealised intra-group gains/losses. Identified increases in value and goodwill, if any, compared to the underlying entity's net asset value are amortised in accordance with the accounting policies for the assets and liabilities to which they can be attributed. Negative goodwill is recognised in the income statement. Dividend received is deduced from the carrying amount. Equity investments in group entities measured at net asset value are subject to impairment test requirements if there is any indication of impairment. Gains and losses on disposal of group entities and associates are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal including non-amortised goodwill and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses. The carrying amount of intangible assets, property, plant and equipment, investments in group entities and associates is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Impairment losses on goodwill are not reversed. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash consist of cash in hand. Reserve for net revaluation according to the equity method The net revaluation reserve according to the equity method includes net revaluations of investments in group entities and associates relative to cost. The reserve can be eliminated in case of losses, realisation of investments or a change in accounting estimates. The reserve cannot be recognised at a negative amount. Reserve for development costs The reserve for development costs comprises recognised development costs. The reserve cannot be used to distribute dividend or cover losses. The reserve will be reduced or dissolved if the recognised development costs are amortised or are no longer part of the Company's operations by a transfer directly to the distributable reserves under equity. Translation reserve The translation reserve comprises the share of foreign exchange differences arising on translation of financial statements of entities that have a functional currency other than DKK, foreign exchange adjustments of assets and liabilities considered part of the Company's net investments in such entities and foreign exchange adjustments regarding hedging transactions that hedge the Company's net investments in such entities. The reserve is dissolved on the sale of foreign entities or if the conditions for effective hedging no longer exist. When equity investments in group entities and associates in the parent company financial statements are subject to the limitation requirement in the net revaluation reserve according to the equity method, foreign exchange adjustments will be included in this equity reserve instead. Proposed dividends Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Grants without consideration within a group Grants to a parent company without consideration are taken to equity as a dividend distribution, whereas grants received from the parent company are recognised under "Retained earnings in equity" in the balance sheet as a capital injection. Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. The Company has chosen IAS 39 as interpretation for liabilities. Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases. Other liabilities are measured at net realisable value. Deferred income Deferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years. The cash flow statement shows the Company's net cash flows broken down according to operating, investing and financing activities, the year's changes in cash and cash equivalents as well as the cash and cash equivalents at the beginning and the end of the year. Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non cash operating items, changes in working capital and paid corporate income tax. Cash flows from investing activities comprise payments in connection with acquisitions and disposals of entities and activities and of intangible assets, property, plant and equipment and investments. Cash flows from financing activities comprise changes in the size or composition of the Company's share capital and related expenses as well as raising of loans, repayment of interest bearing debt and payment of dividends to shareholders. Cash and cash equivalents comprise cash. The allocation of revenue to activities and geographical markets is disclosed where these activities and markets differ significantly in the organisation of sales of goods and services. The financial ratios stated under "Financial highlights" have been calculated as follows: Operating profit/loss Profit/loss before net financials +/- Other operating income and other operating expenses Operating margin Operating profit/loss (EBIT) x 100 Revenue Gross margin Gross profit/loss x 100 Revenue EBITDA-margin Earnings before interest, taxes and amortisations (EBITDA) x 100 Revenue Return on assets Profit/loss from operating activites x 100 Average assets Current ratio Current assets x 100 Current liabilities Equity ratio Equity excl. non-controlling interests, year-end x 100 Total equity and liabilities, year-end Return on equity Profit/loss for the year after tax excl. non-controlling interests x 100 Average equity excl. non-controlling interests Subsequent to the reporting period, the Group has closed the Swedish retail business after several years of not being able to obtain critical mass in the market. Breakdown of revenue by business segment: Retail 221,309 213,797 0 0 Wholesale & Production 105,996 89,408 0 0 327,305 303,205 0 0 Staff costs include remuneration to the Parent Company’s Executive Board and Board of Directors totaling DKK 0 thousand (2023: DKK 0 thousand). The depreciation period for customer relations and goodwill is between 5-20 years. The depreciation is usually 5 years except for acquistions which has strategic importance for the future development of the business. Completed development projects Development projects is primarily related to the development of artificial intelligence solutions. Management has assessed that there are substantial savings potentials associated with the AI solutions and that the projects proceed as planned. The relating expenses primarily consist of internal expenses in the form of payroll costs The depreciation period on completed development projects is usually 5 years and does not exceed 20 years. Depreciation on completed projects is started, when the project is considered completed and revenue or saving can be recognized reliably. The depreciation period on completed development projects is usually 5 years. Depreciation on completed projects is started, when the project is considered completed and revenue or savings can be recognised reliably. Management has assessed that there are no indications of impairment in relation to the carrying amount. Note 18 provides more details on security for loans, etc. as regards property, plant and equipment. P-Esoft 2022 A/S owns 81,82% of Esoft HoldCo A/S. Esoft HoldCo A/S owns 100% of the above mentioned entities. The share capital consists of 19,930,784 shares of a nominal value of 0,01 DKK each. No shares carry any special rights. Management considers it likely that there will be future taxable income against which tax deductions can be offset on the basis of expected future results. Other payables, recognized under liabilities, primarily comprise items related to payroll and payable VAT. Other contingent liabilities Group The Danish entities of Esoft HoldCo A/S Group is jointly taxed with the ultimate Parent Company P-Esoft 2022 A/S (P-Esoft 2022 A/S acts as the administration company in the joint taxation group). The Danish entities of Esoft HoldCo A/S Group has unlimited joint and several liability, together with P-Esoft 2022 A/S, for payment of Danish corporation taxes for the income year 2022 as well as withholding taxes on dividends, interest and royalties within the joint taxation group. Group The Group has entered into operating leases which can be terminated within 1-30 months, and the total remaining nominal lease commitment is DKK 2,116 thousand as of 31 December 2024. The Group has entered rent agreements which can be terminated within 185 months and the total obligation as of 31 December 2024 amounts to DKK 17,684 thousand. As security for the Group’s debt to the Danish bank Nykredit A/S a receivables charge of DKK 500 thousand has been issued. The Group’s loan agreement with Nykredit A/S is furthermore based on a negative pledge that prohibits the Group from creating a security interest on a number of the Danish entities’ assets (goodwill, intellectual property rights, motor vehicles, other plant, fixtures and fittings, tools and equipment, inventories and trade receivables). The Danish entities of P-Esoft 2022 A/S Group are jointly and severally liable for the Group’s net debt to Nykredit A/ S which amounts to DKK 138,529 thousand. As security for the Group’s debt to the Danish bank Nykredit A/S a receivables charge of DKK 500 thousand has been issued. The Group’s loan agreement with Nykredit A/S is furthermore based on a negative pledge that prohibits the Group from creating a security interest on a number of the Danish entities’ assets (goodwill, intellectual property rights, motor vehicles, other plant, fixtures and fittings, tools and equipment, inventories and trade receivables). The Danish entities of P-Esoft 2022 A/S Group are jointly and severally liable for the Group’s net debt to Nykredit A/ S which amounts to DKK 138,529 thousand. Parties exercising control Related party Domicile Basis for control Polaris Private Equity V K/S Axeltorv 2, 1609 København V Participating interest Related party transactions The Company solely discloses related party transactions that have not been carried out on an arm's length basis, cf. section 98c(7) of the Danish Financial Statements Act. All transactions have been carried out on an arm's length basis. Remuneration of the Parent Company's Executive Board and the Board of Directors is disclosed in note 4. 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