37996432 2023-01-01 2023-12-31 37996432 2023-01-01 2023-12-31 auditor_1 37996432 2023-01-01 2023-12-31 memberOfBoardIdentifier_1 37996432 2023-01-01 2023-12-31 memberOfBoardIdentifier_2 37996432 2022-01-01 2022-12-31 37996432 2023-12-31 37996432 2022-12-31 37996432 2022-12-31 fsa:ContributedCapitalMember 37996432 2022-12-31 fsa:ReserveForDevelopmentExpenditureMember 37996432 2022-12-31 fsa:RetainedEarningsMember 37996432 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 37996432 2023-01-01 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 37996432 2023-01-01 2023-12-31 fsa:RetainedEarningsMember 37996432 2023-12-31 fsa:ContributedCapitalMember 37996432 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 37996432 2023-12-31 fsa:RetainedEarningsMember 37996432 2022-12-31 fsa:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember 37996432 2023-01-01 2023-12-31 fsa:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember 37996432 2023-12-31 fsa:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember iso4217:DKK pure Årsrapport 2023-01-01 2022-01-01 2023-12-31 2022-12-31 2024-07-11 37996432 2024-07-11 2016-09-09 Reporting class B KPMG 2100 København Ø Dampfærgevej 28 25578198 Auditor's report on audited financial statements Copenhagen 2024-07-11 KPMG 25578198 Dampfærgevej 28 2100 Keenan Pinto The Executive Board has today discussed and approved the annual report for Nordetect ApS for the financial year 1 January - 31 December 2023. The annual report has been prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and financial position 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 fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. Keenan Pinto Palak Sehgal Independent auditor's report To the shareholder of Nordetect ApS Opinion We have audited the financial statements of Nordetect ApS for the financial year 1 January - 31 December 2023, comprising income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Company's assets, liabilities and financial position 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's responsibility for the financial statementsManagement 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 that 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. Auditor's responsibilities for the audit of the financial statementsOur 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 in Denmark will always detect a material misstatement when it exists. Misstatements may 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 financial statement users made 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 judgement and maintain professional scepticism throughout the audit. We alsoidentify and assess the risks of material misstatement of the company 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 the Management's reviewManagement 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 Statement Act. We did not identify any material misstatement of the Management's review. Henrik Y. Jensen mne35442 Nordetect ApS Ole Maaløes Vej 3 DK-2200 København N info@nordetect.com København Principal activities Nordetect’s mission is to develop cutting-edge technology and instruments for life sciences, focusing on agricultural and environmental testing. The company’s innovative solutions leverage core strengths in chemistry, nanotechnology, optical sensing, and web development. The flagship product, a patented method of rapid chemical analysis, is designed to optimize crop yields and maintain consistent quality in agriculture while also addressing critical environmental testing needs. Development in activities and financial position The Company's income statement for 2023 shows a loss of DKK 1,799,959 as against a loss of DKK 2,731,654 in 2022. Equity in the Company's balance sheet at 31 December 2023 stood at DKK -4,420,651 as against DKK -2,620,692 at 31 December 2022. The focus of the management team in 2023 has been on strategic realignment to enhance operational efficiency and ensure sustainable growth. In response to market conditions and to optimize resource allocation, management implemented a cost-reduction strategy that included reducing spending and executing necessary layoffs. These measures were taken to streamline operations and focus on core competencies. A significant strategic shift was the decision to transition from in-house manufacturing to contract manufacturing. This move allows Nordetect to leverage the expertise and efficiencies of specialized manufacturing partners, enabling the company to scale production more effectively and cost-efficiently. Most of the development projects initiated in previous years have been successfully completed, positioning the company to capitalize on these advancements. Management has initiated a new funding round to support this strategic pivot and ensure the continued growth and stability of the company. The commitment secured before the end of the fiscal year, along with further capital and progress in product development, is expected to drive an increase in sales and distribution as planned. Capital resources The Company has lost more than 50% of its contributed capital and is thus subject to the provisions on loss of capital under the Danish Companies Act. It is Management's expectation that the capital can be restored over operations going forward. Management is currently raising new capital in the form of a Seed Extension round of USD 2.5 Million (DKK 17 Million) from current investors and new investors and has already secured commitments of USD 400,000 (DKK 2.7 Million). Management expects to raise a total of DKK 5 Million in 2024. Events after the balance sheet date The Company has after the balance sheet date secured a term sheet for a new financing round round of USD 400,000 (DKK 2.7 Million) in June 2024 with the expected closing by 15th July 2024. Management further expects this round to secure another USD 350,000 (DKK 2.3 Million) before the end of Q3 2024. No other events have occurred after the financial year end, which could significantly affect the Company's financial position. 1036375 841904 2760327 4130600 18506 17468 -1742458 -3306164 184063 601 599442 529097 -2157837 -3834660 -357878 -1103006 -1799959 -2731654 1758162 2283548 -3558121 -5015202 11323664 9069610 48238 66744 11371902 9136354 37137 88563 495892 644078 0 138014 128162 175525 661191 1046180 525157 1130812 1186348 2176992 12558250 11313346 109679 109679 8832458 7074296 -13362788 -9804667 -4420651 -2620692 6430999 5833905 6126286 5461402 12557285 11295307 0 27963 194108 230351 4227508 2380417 4421616 2638731 12558250 11313346 109679 7074296 -9804667 0 1758162 -3558121 109679 8832458 -13362788 The annual report of Nordetect ApS for 2023 has been prepared in accordance with the provisions applying to reporting class B entities under the Danish Financial Statements Act with opt-in from higher reporting classes.The accounting policies used in the preparation of the financial statements are consistent with those of last year. However, reclassifications have been made in the comparison figures to comply with the current year presentation. Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates 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, payables and other monetary items denominated in foreign currencies are translated at the exchange rates 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 latest financial statements is recognised in the income statement as financial income or financial expenses. Revenue Income from the sale of goods, comprising the sale of manufactured goods and goods for resale, is recognised in revenue when delivery and transfer of risk to the buyer have taken place, and the income may be measured reliably and is expected to be received. The date of transfer of the most significant benefits and risks is determined using standard Incoterms. Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts granted are deducted from revenue. Other external costs Other external costs comprise costs for distribution and sales costs, costs for advertising, administrative expenses, costs of premises, operating leases, etc. Staff costs Staff costs comprise wages and salaries, including holiday allowance, pension and other social security costs. Financial income and expenses Financial income and expenses comprise interest income and expense, gains and losses on payables and transactions denominated in foreign currencies, as well as surcharges and refunds under the on-account tax scheme, etc. Tax on loss for the year Tax for the year comprises current corporation tax for the year and changes in deferred tax, including changes in tax rates. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to amounts directly recognised in equity is recognised directly in equity. Intangible assets Development costs comprise costs, wages, salaries and amortisation directly and indirectly attributable to development activities. Capitalized development costs are in progress, and are not depreciated, before the technology becomes commercial. Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities are evidenced, 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 as well development costs. Other development costs are recognised in the income statement as incurred. Property, plant and equipmentPlant and machinery are measured at cost less accumulated depreciation and impairment losses.Cost comprises the purchase price and any costs directly attributable to the acquisition until the date on which the asset is available for use. Indirect production overheads and borrowing costs are not recognised in cost.Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.The basis of depreciation is cost less any projected residual value after the end of the useful life. Depreciation is provided on a straight-line basis over the estimated useful life. The estimated useful lives are as follows:Plant and machinery5 yearsThe useful life and residual value are reassessed annually. Changes are treated as accounting estimates, and the effect on depreciation is recognised prospectively.Fixed assets under construction are recognised and measured at cost at the balance sheet date. Upon entry into service, the cost is transferred to the relevant group of property, plant and equipment. Gains and losses on the disposal of property, plant and equipment are stated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating income or other operating costs, respectively. Impairment of fixed assets The carrying amount of intangible assets and property, plant and equipment is subject to an annual test for indications of impairment other than the decrease in value reflected by depreciation or amortisation. Impairment tests are conducted of individual assets or groups of assets when there is an indication that they may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount. The recoverable amount is the higher of an asset's net selling price and its value in use. The value in use is determined as the present value of the forecast net cash flows from the use of the asset or the group of assets, including forecast net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Receivables Receivables are measured at amortised cost. Write-down is made for bad debt losses where there is an objective indication that a receivable or a portfolio of receivables has been impaired. If there is an objective indication that an individual receivable has been impaired, write-down is made on an individual basis. Write-downs are calculated as the difference between the carrying amount of receivables and the present value of forecast 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. Corporation tax and deferred tax Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities based on the planned use of the asset or settlement of the liability. However, deferred tax is not recognised on temporary differences at the date of acquisition without affecting either profit/loss or taxable income. Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation within the foreseeable future; 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. Any deferred net assets are measured at net realisable value. Deferred tax is measured in accordance with 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. Changes in deferred tax as a result of changes in tax rates are recognised in the income statement or equity, respectively. Cash at bank and in hand Cash at bank and in hand comprise cash and bank deposits. EquityReserve for development costs The reserve for development costs comprises capitalised development costs. The reserve cannot be used for dividends, distribution or to cover losses. If the recognised development costs are sold or in other ways excluded from the Company's operations, the reserve will be dissolved and transferred directly to the distributable reserves under equity. If the recognised development costs are written down, the part of the reserve corresponding to the write-down of the development costs will be reversed. If a write-down of development costs is subsequently reversed, the reserve will be re-established. The reserve is reduced by amortisation of capitalised development costs on an ongoing basis. Liabilities Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost using the effective interest method. Accordingly, the difference between cost and the nominal value is recognised in the income statement over the term of the loan together with interest expenses. Other liabilities are measured at net realisable value. Deferred income Deferred income comprises payments received regarding income in subsequent years. The Company has lost more than 50% of its contributed capital and is thus subject to the provisions on loss of capital under the Danish Companies Act. It is Management's expectation that the capital can be restored over operations going forward. Management is currently raising new capital in the form of a Seed Extension round of USD 2.5 Million (17 mDKK) from current investors and new investors and has already secured commitments of $400,000 (2.7mDKK). It expects to raise a total of 5mDKK in 2024. The carrying amounts of development projects in progress are reviewed on an annual basis to assess whether there is any indication of impairment other than that expressed by amortization. Annually, an impairment test is carried out to assess whether the recoverable amount is lower than the carrying amount, and the asset is written down to its lower recoverable amount. Development projects in progress are tested for impairment annually and whenever there is an indication of impairment. The impairment test includes significant judgments, such as assumption of projected future cash flows used in the valuation of the intangible assets. There are several variables and uncertainties related to the valuation and impairment assessment made by Management. The valuation is based expectations for future cashflow where factors such as customer and market potential are considered. Further the future interest and inflations levels may also impact the valuation. When carrying out the impairment test for development projects in progress, the entity is seen as one cash generating unit. The carrying value of the cash generating unit is compared to the value in use. If the carrying values are higher, the difference is charged to the income statement. The values in use are calculated using a valuation model based on discounted expected future cash flows (DCF-model covering a 5-year budget period) based on Management’s projections. The terminal growth is based on adjusted historical development taking into account the general level of inflation. Discount rates are based on the risk-free rate adjusted for the inherent risk and industry comparisons for each individual cash generating unit. The discount rates are based on the risk inherent in the related activity’s current business model and industry comparisons. 2705467 4063240 54860 67360 5 8 Current tax for the year0-644,078Deferred tax adjustment for the year138,014-311,092Adjustment of tax concerning previous years-495,892-2,630Adjustment of deferred tax concerning previous years0-145,206-357,878 -1,103,006 9069610 2254054 11323664 11323664 Development projects in progressIn the annual report development projects are recognized with a net book value of DKK 11.323.664. The assessed valuation at the balance sheet date involves a degree of estimation uncertainty. Development projects relates to development of a platform, for a portable analysis system for tracking of nutrients, in the environmental and agricultural sector. The development projects are progressing in line with management’s expectations. Deferred income of DKK 4.228 thousand (2022: DKK 2.380 thousand) comprise payments received from customers that cannot be recognised until the subsequent financial year.