BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2022-12-05Cynthia Ann SchyffFleet Complete Danmark ApSLautruphøj 52750 BallerupRevisionspåtegning318813072008-11-01Rudersdal2021-10-012022-09-302020-10-012021-09-30BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VNordeaGrønjordsvej102300Copenhagen SElmann AdvokatpartnerselskabBallerup2022-12-02Paul ten HaafAndonios LourakisHarald Alexander TreurCynthia Ann SchyffPeter Klinkby DamKonklusionGrundlag for konklusionCopenhagen2022-12-02BDO Statsautoriseret revisionsaktieselskab20222670Ole C. K. NielsenRevisionspåtegningState Authorised Public Accountantmne23299150864601544923698571689442768174607888836330952641412676387950370542980590284003073603677029003073603677029307360367702936475699005236475699005213769291742605137692917426051741685273265722421061842694224210618426944293506761000168224215994760245022019764715092414652651266729798672229492514763791140538815850402125000125000364756990052-4633674-5566330-4143918-4451278994565885182994565885182508660119887575982840234774894800520460683914538989540145547411941649815549306203016801140538815850402125000990052-5566330307360-625296625296125000364756-4633674121590544968423465448730588923411818819031276134219098571689442768805902840080590284003277154327715422871026252962912398364756276113875510849255930236871018535492559112078216467581376929994565Regnskabsklasse BtruetrueToday the Executive Board have discussed and approved the Annual Report of Fleet Complete Danmark ApS for the financial year 1 October 2021 - 30 September 2022. The Annual Report is presented 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 30 September 2022 and of the results of the Company's operations for the financial year 1 October 2021 - 30 September 2022. The Management Commentary includes in our opinion a fair presentation of the matters dealt with in the Commentary. We recommend the Annual Report be approved at the Annual General Meeting. To the Shareholders of Fleet Complete Danmark ApS We have audited the Financial Statements of Fleet Complete Danmark ApS for the financial year 1 October 2021 - 30 September 2022, which comprise income statement, Balance Sheet, statement of changes in equity, notes and a summary of significant 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 assets, liabilities and financial position of the Company at 30 September 2022 and of the results of the Company's operations for the financial year 1 October 2021 - 30 September 2022 in accordance with the Danish Financial Statements Act. Basis for Opinion Grundlag for konklusion 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 (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Management's Responsibilities for the Financial Statements 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 Commentary Management is responsible for Management Commentary. Our opinion on the Financial Statements does not cover Management Commentary, 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 Commentary and, in doing so, consider whether Management Commentary 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 Commentary provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that Management Commentary 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 Management Commentary. Principal activities The company's objective is to do operations with IT equipment and other related services. The company is subsidiary of the leading Telematics software as a service provider in 19 countries globally and a central hub for Fleet Complete Scandinavian operations and leadership. Development in activities and financial and economic position The company went through regional and global reorganisation to optimize the business, which have been a success. The company expecting net profit i % in financial year 2022-23. The core strength of the Company is the great breadth and depth of the software services on offer to our customers, which is now presented as a preferred solution for several markets. In 2021 the company’s revenues were at 28.9 million DKK and the number of units in service 21 173 units. The company strategy is to: 1. Work on channel sales strategies 2. Unify processes, services and systems to leverage global footprint with local presence 3. Expand sales force in the underpenetrated markets 4. Take advantage of different time zones and more advantageous labor market conditions in the various global regions; while maintaining excellent client service resulting in churn levels significantly below standards. The company has a stable cash-flow and is a net contributor to shared costs, such as cost of operational management and shared platform development costs. Shareholders have issued letter of support to provide continuous financing to Fleet Complete Danmark ApS. Significant events after the end of the financial year No events have occurred after the end of the financial year of material importance for the company's financial position. Share capital Reserve for development costs Retained earnings Total Equity at 1 October 2021 125.000 990.052 -5.566.330 -4.451.278 Proposed profit allocation 307.360 307.360 Other legal bindings Capitalized development costs -625.296 625.296 0 Equity at 30 September 2022 125.000 364.756 -4.633.674 -4.143.918 2021/22 2020/21 DKK DKK Staff costs 1 Average number of employees 12 15 Wages and salaries 9.054.496 8.423.465 Pensions 448.730 588.923 Social security costs 41.181 88.190 Other staff costs 312.761 342.190 9.857.168 9.442.768 Other financial expenses 2 Other interest expenses 80.590 28.400 80.590 28.400 Intangible assets 3 Development projects completed Cost at 1 October 2021 3.277.154 Cost at 30 September 2022 3.277.154 Amortisation at 1 October 2021 2.287.102 Amortisation for the year 625.296 Amortisation at 30 September 2022 2.912.398 Carrying amount at 30 September 2022 364.756 The development costs are based on the time spent on developing a new web sales system. The system was issued in year 2018/2019, and amortized over 5-year period. Property, plant and equipment 4 Other plants, machinery, tools and equipment Cost at 1 October 2021 2.761.138 Additions 755.108 Disposals -492.559 Cost at 30 September 2022 3.023.687 Depreciation and impairment losses at 1 October 2021 1.018.535 Reversal of depreciation of assets disposed of -492.559 Depreciation for the year 1.120.782 Depreciation and impairment losses at 30 September 2022 1.646.758 Carrying amount at 30 September 2022 1.376.929 Long-term liabilities 5 30/9 2022 Repayment Debt outstanding 30/9 2021 total liabilities next year after 5 years total liabilities Other liabilities 994.565 0 994.565 1.067.011 535.600 535.600.01 994.565 0 994.565 1.067.011 Contingent liabilities The company has signed a rental agreements, which are non-callable by up to 12 months. The commitments amounts to 225 DKK (000') as per 30 September 2022. The Annual Report of Fleet Complete Danmark ApS for 2021/22 has been presented in accordance with the provisions of the Danish Financial Statements Act for enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Net revenue Net revenue from sale of licens, hardware and services is recognised in the Income Statement if supply and risk transfer to purchaser has taken place before the end of the year and if the income can be measured reliably and is expected to be received. Net revenue is recognised exclusive of VAT, duties and less discounts related to the sale. Income from the sale of licenses is recognised in the income statement based upon accruals, in the periods the licenses are valid. Revenue from services comprising service contracts is recognised on s straight-line basis as the services are provided. Other operating income Other operating income includes items of a secondary nature in relation to the Group’s and the Company’s activities. In addition, profit from sale of intangible and tangible fixed assets as well as business interruption and conflict compensations are included. Compensations are recognised when the income is deemed to be realisable. Other operating expenses Other operating expenses include items of a secondary nature in relation to the enterprises' principal activities, including loss from sale of intangible and tangible fixed assets. Cost of sales Cost of sales comprise costs incurred to achieve the net revenue for the year, including direct and indirect costs of raw materials and consumables. Other external expenses Other external expenses include cost of sales, advertising, administration, buildings, bad debts, operational lease expenses, etc. Staff costs Staff costs comprise wages and salaries, including holiday pay and pensions and other costs for social security etc. for the company’s employees. Repayments from public authorities are deducted from staff costs. Financial income and expenses Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from investments in financial assets, debt and transactions in foreign currencies, amortisation of financial assets and liabilities as well as charges and allowances under the tax-on-account scheme etc. Financial income and expenses are recognised in the income statement by the amounts that relate to the financial year. Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the income statement by the portion that may be attributed to the profit for the year, and is recognised directly in the equity by the portion that may be attributed to entries directly to the equity. Intangible fixed assets Acquired goodwill is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over the expected useful life which is estimated to 7 years. The period of amortisation is determined based on an assessment of the acquired company’s position in the market and earnings profile, and the industry-specific conditions. Development costs comprise costs, including wages and salaries, and amortisation, which directly or indirectly can be related to the company’s development activities and which fulfil the criteria for recognition. Capitalised development costs are measured at the lower of cost less accumulated amortisation or recoverable amount. Capitalised development costs are amortised on a straight-line basis over the estimated useful life after completion of the development work. The amortisation period is normally 5 years. Intangible fixed assets are generally written down to the lower of recoverable value and carrying amount. Profit or loss from sale of intangible fixed assets is calculated at the difference between the sales price and the carrying amount at the time of the sale. Profit and loss are recognised in the Income Statement under other operating income or other operating expenses. Tangible fixed assets Other plant, fixtures and equipment are measured at cost less accumulated depreciation and impairment losses. The depreciation base is cost less estimated residual value after end of useful life. The cost includes the acquisition price and costs incurred directly in connection with the acquisition until the time when the asset is ready to be used. Straight-line depreciation is provided on the basis of an assessment of the expected useful lives of the assets and their residual value: Useful lifeResidual value Other plant, fixtures and equipment 3-5 years 0 % Leasehold improvements 3-5 years 0 % Profit or loss on disposal of tangible fixed assets is stated as the difference between the sales price less selling costs and the carrying amount at the time of sale. Profit or loss is recognised in the income statement as other operating income or other operating expenses. Impairment of fixed assets The carrying amount of intangible fixed and tangible assets are valued on an annual basis for indications of impairment other than that reflected by amortisation and depreciation. In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the net realisable value is lower than the carrying amount, the assets are written down to the lower value. The recoverable amount is calculated at the higher of net selling price and capital value. The capital value is determined as the fair value of the expected net cash flows from the use of the asset or group of assets and the expected net cash flows from sale of the asset or group of assets after the end of its useful life. Inventories Inventories are measured at cost using the FIFO-principle. If the net realisable value is lower than cost, the inventories are written down to the lower value. The cost of merchandise as well as raw materials and consumables is calculated at acquisition price with addition of transportation and similar costs. The net realisable value of inventories is stated at sales price less completion costs and costs incurred to execute the sale and is determined with due regard to marketability, obsolescence and development in expected sales price. Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is reduced by impairment losses to meet expected losses. Accruals, assets Accruals recognised as assets include costs incurred relating to the subsequent financial year. Tax payable and deferred tax Current tax liabilities and receivable current tax are recognised in the balance sheet as the calculated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and taxes paid on account. Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities. Deferred tax assets, including the tax value of tax loss carry-forwards, are measured at the expected realisable value of the asset, either by set-off against tax on future earnings or by set-off against deferred tax liabilities within the same legal tax entity. Deferred tax is measured on the basis of the tax rules and tax rates that under the legislation in force on the balance sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. Liabilities Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less borrowing costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recognised in the Income Statement over the term of loan. Amortised cost for short-term liabilities usually corresponds to the nominal value. Accruals, liabilities Accruals recognised as liabilities include payments received regarding income in subsequent years. Foreign currency translation Transactions in foreign currencies are translated at the rate of exchange on the transaction date. Exchange differences arising between the rate on the transaction date and the rate on the payment date are recognised in the income statement as a financial income or expense. Receivables, payables and other monetary items in foreign currencies that are not settled on the balance sheet date are translated at the exchange rate on the balance sheet date. The difference between the exchange rate on the balance sheet date and the exchange rate at the time of occurrence of the receivables or payables is recognised in the income statement as financial income or expenses. 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