39359197 2024-01-01 2024-12-31 39359197 2024-01-01 2024-12-31 1 39359197 2024-01-01 2024-12-31 2 39359197 2023-01-01 2023-12-31 39359197 2024-12-31 39359197 2023-12-31 39359197 2023-12-31 fsa:ContributedCapitalMember 39359197 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 39359197 2024-12-31 fsa:ContributedCapitalMember 39359197 2023-12-31 fsa:RetainedEarningsMember 39359197 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 39359197 2024-12-31 fsa:RetainedEarningsMember 39359197 2024-01-01 2024-12-31 1 39359197 2024-01-01 2024-12-31 1 39359197 2024-01-01 2024-12-31 2 39359197 2024-01-01 2024-12-31 3 39359197 2024-01-01 2024-12-31 4 39359197 2024-01-01 2024-12-31 5 iso4217:DKK xbrli:pure Lars Kolind København V Daniel Jensen CEO Lars Kolind Chairman Daniel Jensen Chris Lykke Christiansen William Pollard Linus Dahg Management's statementThe Executive Board and Board of Directors have today considered and adopted the Annual Report of NøieApS 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 Financial Statements give a true and fair view of the financial position at 31 December2024 of the Company and of the results of the Company operations for 2024.We recommend that the Annual Report be adopted at the Annual General Meeting. To the shareholders of Nøie ApS OpinionIn our opinion, the Financial Statements give a true and fair view of the financial position of the Company at31 December 2024 and of the results of the Company´s operations for the financial year 1 January - 31December 2024 in accordance with the Danish Financial Statements Act.We have audited the Financial Statements of Nøie ApS for the financial year 1 January - 31 December 2024,which comprise income statement, balance sheet, statement of changes in equity and notes, including asummary of significant accounting policies (”the Financial Statements”). Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs) and the additionalrequirements applicable in Denmark. Our responsibilities under those standards and requirements arefurther described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of ourreport. We are independent of the Company in accordance with the International Ethics Standards Board forAccountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additionalethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the IESBA Code. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going ConcernWe draw attention to Note 1 in the financial statements, which indicates that the Company is dependent onadditional capital being made available. As stated in Note 1, this along with other matters as set forth in Note1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability tocontinue as a going concern.Our opinion is not modified in respect of this matter. Statement on Management’s ReviewManagement is responsible for Management’s Review.Our opinion on the Financial Statements does not cover Management’s Review, and we do not express anyform of assurance conclusion thereon.In connection with our audit of the Financial Statements, our responsibility is to read Management’s Reviewand, in doing so, consider whether Management’s Review is materially inconsistent with the FinancialStatements 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 informationrequired under the Danish Financial Statements Act.Based on the work we have performed, in our view, Management’s Review is in accordance with the FinancialStatements and has been prepared in accordance with the requirements of the Danish Financial StatementsAct. We did not identify any material misstatement in Management’s Review. Management’s responsibilities for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view inaccordance with the Danish Financial Statements Act, and for such internal control as Managementdetermines is necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.In preparing the Financial Statements, Management is responsible for assessing the Company´s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the goinconcern basis of accounting in preparing the Financial Statements unless Management either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so. Independent Auditor's report Auditor’s responsibilities for the audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with ISAs and the additional requirements applicable in Denmark will always detect a materialmisstatement 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 ofusers taken on the basis of these Financial Statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable inDenmark, 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 orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraud may involvecollusion, 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 thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company´s internal control.● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by Management.● Conclude on the appropriateness of Management’s use of the going concern basis of accounting inpreparing the Financial Statements and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt on the Company´s abilityto continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor’s report to the related disclosures in the Financial Statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.● Evaluate the overall presentation, structure and contents of the Financial Statements, including thedisclosures, and whether the Financial Statements represent the underlying transactions and events in amanner that gives a true and fair view.We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit. Hellerup PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab Søren Alexander Daniel Sitch State Authorised Public Accountant State Authorised Public Accountan mne42824 mne47889 Nøie ApS Skelbækgade 2, 2. th DK 1717 København V København PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab Strandvejen 44 DK 2900 Hellerup Key activitiesThe company’s key activities comprise conducting industrial business and trade as well as all business whicin the opinion of the Executive Board, is related to this. Management's reviewDevelopment in the yearThe income statement of the Company for 2024 shows a loss of DKK -14,104 thousand and negative equity DKK -5,144 thousand at 31 December 2024.The result is as expected and reflects continued strategic investment in technology, AI models, and clinicalvalidation to enhance the concept of NØIE.In 2024, our primary focus was on developing a scalable software platform to enable personalised skincareacross channels. The new platform is built to support integration with multiple sources and developed withscalability, data security, and clinical accuracy at its core.Capital resourcesManagement follows the Company’s liquidity closely and currently expects to have adequate liquidity untilSeptember 2025. Management is currently in dialogue with potential business partners and/or investors inorder to continue the business, either as a stand-alone company through financial support or through the saof the activities to another company.Based on these current discussions, it is Management's assessment that an agreement will be made with abusiness partner or investor, which will secure adequate liquidity to continue the Company’s operations forthe rest of 2025 and/or to pay the liabilities of the company as they fall due. On this basis Managment hasprepared the financial statements on a going concern basis. However, Management also notes that thisassessment is subject to material uncertainty, which may cast significant doubt on the Company’s ability tocontinue as a going concern.Uncertainty relating to recognition and measurementRecognition and measurement in the Annual Report have not been subject to any significant uncertainty. -1177270 -5277360 8016611 12374828 213858 414291 -2807933 -2150394 24730 0 -12240402 -20216873 393 4126 1864894 593988 -14104903 -20806735 0 0 -14104903 -20806735 -14104903 -20806735 61241 88339 61241 88339 45173 487611 45173 487611 120265 520872 120265 520872 226679 1096822 418329 3053483 449831 1249804 868160 4303287 352708 223836 123759 254760 476467 478596 4836536 11472387 6181163 16254270 6407842 17351092 107747 107747 -5251761 8853142 -5144014 8960889 689457 0 689457 0 2124432 3363252 2124432 3363252 3556378 3059000 184162 856557 4357269 0 640158 1111394 8737967 5026951 10862399 8390203 6407842 17351092 107747 8853142 0 -14104903 107747 -5251761 1. Going concernThe income statement of the Company for 2024 shows a loss of DKK 14,104 thousand and negativeequity of DKK 5,144 thousand at 31 December 2024. Management follows the Company’s liquidityclosely and currently expects to have adequate liquidity until September 2025. Management iscurrently in dialogue with potential business partners and/or investors in order to continue thebusiness, either as a stand-alone company through financial support or through the sale of theactivities to another company.Based on these current discussions, it is Management's assessment that an agreement will be madewith a business partner or investor, which will secure adequate liquidity to continue the Company’soperations for the rest of 2025 and/or to pay the liabilities of the company as they fall due. On thisbasis Managment has prepared the financial statements on a going concern basis. However,Management also notes that this assessment is subject to material uncertainty, which may castsignificant doubt on the Company’s ability to continue as a going concern. 2024 2023DKK DKK2. Staff expensesWages and salaries7,831,661 12,175,611Pensions64,107 62,728Other social security expenses120,843 136,4898,016,611 12,374,828 13 20 2024 2023DKK DKK3. Impairment of current assetsExtraordinary write down of inventory2,807,933 2,150,3942,807,933 2,150,394The result for the year is impacted negatively by DKK 2,807 thousand (DKK 2,150 thousand in 2023)related to the extraordinary write-down of inventory materials. Write-down in 2024 is due to inventorymaterial beyond expiry date and overstock due to business restructuring. 2024 2023DKK DKK4. Other operating expensesRefund for public fee paid in previous years-95,000 0Other expenses119,730 024,730 0ÊOther operating expenses in 2024 primarily comprise DKK 119 thousand in losses in connection withdisposal of fixed assets as part of an office relocation. Further, other expenses comprise costs paid inpreviously years, which the Company has received partly refunds for in 2024. 5. Intangible fixed assetsAcquiredtrademarksDKKCost at 1 January244,469Cost at 31 December244,469ÊImpairment losses and amortisation at 1 January156,130Amortisation for the year27,098Impairment losses and amortisation at 31 December183,228ÊCarrying amount at 31 December61,241Ê 6. Property, plant and equipmentOther fixturesand fittings,tools andequipmentDKKCost at 1 January1,425,903Disposals for the year-773,604Cost at 31 December652,299ÊImpairment losses and depreciation at 1 January938,292Depreciation for the year186,760Impairment and depreciation of sold assets for the year-517,926Impairment losses and depreciation at 31 December607,126ÊCarrying amount at 31 December45,173Ê 7. Contingent assets, liabilities and other financialobligationsÊThe company has entered into a rental agreement with a total obligation of TDKK 20 as at 31.12.24equivalent to 1 month of rent.The company has entered into one agreement regarding software. This agreement has a total obligationof TDKK 35,7 as at 31.12.24. true true The Financial Statements for 2024 are presented in DKK.Recognition and measurementRevenues are recognised in the income statement as earned. Furthermore, value adjustments of financialassets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurredto achieve the earnings for the year are recognised in the income statement, including depreciation,amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates ofamounts that have previously been recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits attributable tothe asset will flow to the Company, and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow outof the Company, and the value of the liability can be measured reliably.Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured asdescribed for each item below.Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of aconstant effective interest rate over the maturity period. Amortised cost is calculated as original cost less anyrepayments and with addition/deduction of the cumulative amortisation of any difference between cost andthe nominal amount. In this way, capital losses and gains are allocated over the maturity period.Recognition and measurement take into account predictable losses and risks occurring before thepresentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balancesheet date.Translation policiesTransactions in foreign currencies are translated at the exchange rates at the dates of transaction. Gains andlosses arising due to differences between the transaction date rates and the rates at the dates of payment arerecognised in financial income and expenses in the income statement.Receivables, payables and other monetary items in foreign currencies that have not been settled at thebalance sheet date are translated at the exchange rates at the balance sheet date. Any differences between theexchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose arerecognised in financial income and expenses in the income statement.Fixed assets acquired in foreign currencies are measured at the transaction date rates.Income statementRevenueRevenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have beentransferred to the purchaser, the revenue can be measured reliably and it is probable that the economicbenefits relating to the sale will flow to the Company.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discountsrelating to sales.Cost of goods soldAll costs related to achieving the revenue for the year is recognized in the income statement. These costsinclude the cost price of the product, the cost of processing the payment of the order and the cost of thelogistics to send out the order to the customer.Other external expensesOther external expenses comprise indirect production costs and expenses for premises, sales and distributionas well as office expenses, etc.Gross lossWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as asummary of revenue, other operating income, costs of goods sold and other external expenses.Staff expensesStaff expenses comprise wages and salaries as well as payroll expenses.Amortisation, depreciation and impairment lossesAmortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment ofintangible assets and property, plant and equipment.Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to the mainactivities of the Company, including gains and losses on the sale of intangible assets and property, plant andequipment.Financial income and expensesFinancial income and expenses are recognised in the income statement at the amounts relating to thefinancial year.Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The taxattributable to the profit for the year is recognised in the income statement, whereas the tax attributable toequity transactions is recognised directly in equity.Balance sheetIntangible fixed assetsGoodwill acquired is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over its useful life, which is assessed at 3 year.Patents and licences are measured at the lower of cost less accumulated amortisation and recoverableamount. Patents are amortised over the remaining patent period, and licences are amortised over the licenceperiod; however not exceeding 5-10 years.Development costs and costs relating to rights developed by the Company are recognised in the incomestatement as costs in the year of acquisition.Property, plant and equipmentProperty, plant and equipment are measured at cost less accumulated depreciation and less any accumulatedimpairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time whenthe asset is ready for use. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over theexpected useful lives of the assets, which are:Other fixtures and fittings, tools and equipment 3 yearsLeasehold improvements 5 yearsThe fixed assets’ residual values are determined at nil.Depreciation period and residual value are reassessed annually.Impairment of fixed assetsThe carrying amounts of intangible assets and property, plant and equipment and investments are reviewedon an annual basis to determine whether there is any indication of impairment other than that expressed byamortisation and depreciation.If so, the asset is written down to its lower recoverable amount.InventoriesInventories are measured at the lower of cost based on weighted average prices and net realisable value.The net realisable value of inventories is calculated at the amount expected to be generated by sale of theinventories in the process of normal operations with deduction of selling expenses and costs of completion.The net realisable value is determined allowing for marketability, obsolescence and development in expectedselling price.The cost of goods for resale, raw materials and consumables equals landed cost.The cost of finished goods and work in progress comprises the cost of raw materials, consumables and directlabour.ReceivablesReceivables are measured in the balance sheet at the lower of amortised cost and net realisable value, whichcorresponds to nominal value less provisions for bad debts.PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest.Deferred tax assets and liabilitiesDeferred income tax is measured using the balance sheet liability method in respect of temporary differencesarising between the tax bases of assets and liabilities and their carrying amounts for financial reportingpurposes on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which theasset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferredtax liabilities within the same legal tax entity.Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislationat the balance sheet date when the deferred tax is expected to crystallise as current tax. Any changes indeferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred taxrelates to items recognised in equity.Current tax receivables and liabilitiesCurrent tax liabilities and receivables are recognised in the balance sheet as the expected taxable income forthe year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments andrepayment under the on-account taxation scheme are recognised in the income statement in financial incomeand expenses.Financial liabilitiesLoans, such as mortgage loans, are recognised initially at the proceeds received net of transaction expensesincurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds andthe nominal value is recognised as an interest expense in the income statement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2024-01-01 2024-12-31 2023-01-01 2023-12-31 2025-06-30 Reporting class B 39359197 2025-06-30 529900VSWLQF0O3GA946 33771231 Strandvejen 44 2900 Hellerup Opinion Basis for Opinion 2025-06-30 33771231 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab