Årsrapport34209936Grant Thornton, Godkendt RevisionspartnerselskabStockholmsgade, 452100, København Ø2022-01-012022-12-312023-01-012023-12-3138769359Adnami ApSStore Kongensgade54 A1159CopenhagenKøbenhavnGrant Thornton, Godkendt Revisionspartnerselskab34209936Kristian Randløv Lydolphstatsautoriseret revisormne47843Stockholmsgade452100København ØDanmark+45 33 110 220info@dk.gt.com2024-04-24Simon Kvist GaulshøjRegnskabsklasse BRevisionspåtegningCaseWare fra Revisorgruppen DanmarkanpartshaverneKøbenhavn2024-04-24Copenhagen2024-04-24Grundlag for konklusionKonklusion12251944109920553281908417151193228926660444505927417-22856406-12691000020340044850641765570874625322-22978774-13071157-3021786874003-19956988-13945160-19956988-13945160114423522282479051497441144235274322238408403109053692773117453701171175409778023401373747986449015466332841275138586754432153871150928117558301638427312539778567909431136825220633674367660333817464514789430102327102327892503557971341647860739563496255059694546295701635089016350896091362307446091362307442648185642040781569019043319378239753975407819721181280119222877023594150153831149543808973381746451478943301812331589471817064799621059313722943703281908417151193523118457170433863036182795708746253223244406629939551497441469354596192722892663251193114423525149744-5149744840840840840840840Adnami Ltd.London10012968664828723692775837231090531090506091361023279388608441102327102327579713427110033127901308613189250355797134395634964506428-23084889-139451600490022281647860739563496Today, the Board of Directors and the Managing Director have approved the annual report of Adnami ApS for the financial year 1 January - 31 December 2023. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2023 and of the results of the Company's operations for the financial year 1 January – 31 December 2023. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Simon KvistChristian LundKarl Fredrik LundHenrik Valentin PrintzlauJo Jemblie Leknes-MonssenDavid Søren BorringWe have audited the financial statements of Adnami ApS for the financial year 1 January - 31 December 2023, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity and notes, for the Company. The financial statements are prepared under the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2023, and of the results of the Company's operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. Basis for Opinion 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 Financial Statements” section of our report. We are independent of the Company 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of 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 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 Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about 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 these financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism 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 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 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 Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. 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. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the financial statements does not cover 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 Management’s Review and, in doing so, consider whether 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 Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that Management’s Review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of Management’s Review. Description of key activities of the company Like previous years, the principal activities has been the development and sale of software for use by media and advertisers in the digital advertising market and related activities. Uncertainties connected with recognition or measurement Completed development projects are recognized to DKK 11.442.352 as per 31. December 2023. We recognize the inherent uncertainty in realizing economic benefits from our development projects within the five-year depreciation period. Our valuations are based on cautious and realistic estimates, reflect current market conditions and available information. A receivable regarding tax credit scheme has been recognized to of DKK 1.385.867 as per 31. December 2023. Management believes that despite the increased approval requirements at the Danish Tax Authorities, the innovative value of the developed projects meets the necessary conditions. This assessment is based on the innovative merit of the projects and the history of previous acceptance by tax authorities. We refer to note 1 where the uncertainties are described. Development in activities and financial matters This year's gross profit has grown by 11 %. The gross profit for the year totals DKK 12.251.944 against DKK 10.992.055 last year. Income or loss from ordinary activities after tax totals DKK -19.956.988 against DKK -13.945.160 last year. Management considers the net loss for the year as expected. The annual report for Adnami ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, write-downs for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the company and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the company and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the presentation of the annual report and concern matters that exist on the reporting date. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Gross profit Gross profit comprises the revenue, changes in inventories of finished goods, and work in progress, own work capitalised and external costs. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Revenue is recognized exclusive of VAT and taxes and less any discounts relating directly to sales. Cost of sales comprises costs concerning purchase of services and consumables less discounts. Own work capitalised Own work capitalised includes staff cost and other internal costs incurred during the financial year and recognised in the cost of proprietary intangible fixed assets. Other external expenses comprise expenses incurred for sales, advertising, administration, premises, loss on receivables, and operational leasing costs. Staff costs Staff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Depreciation, amortisation, and write-down for impairment Depreciation, amortisation, and write-down for impairment comprise depreciation on, amortisation of, and write-down for impairment of intangible and tangible assets, respectively. Other operating expenses Other operating expenses comprise items of secondary nature as regards the principal activities of the enterprise, including losses on the disposal of intangible and tangible assets. Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, as well as surcharges and reimbursements under the advance tax scheme, etc. Results from investments in group enterprises Dividend from investments in group enterprises is recognised in the financial year in which the dividend is declared. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. Intangible assets Development projects Development costs and internally generated rights are recognised in the income statement as costs in the acquisition year. Depreciation is done on a straight-line basis according to an assessment of the expected useful life and the residual value of the individual assets. Residual value after use has not been included in the depreciation periods, as the intangible assets are not traded on an active market. Development projects are depreciated from completion and are depreciated over a period of 5 years. Profit and loss from the sale of development projects, are measured as the difference between the sales price less sales costs and the carrying amount at the time of sale. Profit or loss are recognised in the income statement as other operating income or other operating expenses, respectively. Investments in group enterprises Investments in group enterprises are recognised and measured at cost. If the recoverable amount is lower than the cost price, it shall be written down for impairment to this lower value. Deposits Deposits are measured at amortised cost and represent lease deposits. Impairment loss relating to non-current assets The carrying amount of both intangible and tangible fixed assets as well as equity investments in group enterprises are subject to annual impairment tests in order to disclose any indications of impairment beyond those expressed by amortisation and depreciation respectively. If indications of impairment are disclosed, impairment tests are carried out for each individual asset or group of assets, respectively. Write-down for impairment is done to the recoverable amount if this value is lower than the carrying amount. The recoverable amount is the higher value of value in use and selling price less expected selling cost. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the asset group and expected net cash flows from the sale of the asset or the asset group after the end of their useful life. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. Prepayments Prepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalents Cash and cash equivalents comprise cash at bank. Equity Reserve for development costs The reserve for development costs comprises recognised development costs less related deferred tax liabilities. The reserve cannot be used as dividends or for covering losses. Income tax and deferred tax Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Tax receivables from group enterprises" or "Income tax payable to group enterprises" According to the rules of joint taxation, Adnami ApS is unlimitedly, jointly, and severally liable to pay the Danish tax authorities the total income tax, including withholding tax on interest, royalties, and dividends, arising from the jointly taxed group of companies. Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisions Liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. Deferred income Payments received concerning future income are recognised under deferred income. 1. Uncertainties concerning recognition and measurement Completed development projects are recognized to DKK 11.442.352 as per 31. December 2023. We recognize the inherent uncertainty in realizing economic benefits from our development projects within the five-year depreciation period. Our valuations, based on cautious and realistic estimates, reflect current market conditions and available information. A receivable regarding tax credit scheme has been recognized to of DKK 1.385.867 as per 31. December 2023. Management believes that despite the increased approval requirements at the Danish Tax Authorities, the innovative value of the developed projects meets the necessary conditions. This assessment is based on the innovative merit of the projects and the history of previous acceptance by tax authorities. 10. Contingencies Contingent assets The unrecognised deferred tax asset relating to the Danish activities amounted to approximately T.DKK 4.252 at 31 December 2023. The deferred tax asset related to tax losses carried forward. Contingent liabilities 31/12 2023 DKK in thousands Lease liabilities 207.449 Total contingent liabilities 207.449 Joint taxation With QNTM Adtech SW BidCo ApS, CVR: 43 07 80 89 as administration company, the company is subject to the Danish scheme of joint taxation and unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for the total corporation tax. The company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. 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