Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2020-01-01 2019-01-01 2020-12-31 2019-12-31 39359197 Nøie ApS Højbro Plads 10 1200 København K København PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Danmark 2021-05-27 Thomas Ryge Mikkelsen Regnskabsklasse B 1 Revisionspåtegning The Executive Board and Board of Directors have today considered and adopted the Annual Report of Nøie ApS for the financial year 1 January - 31 December 2020. 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 December 2020 of the Company and of the results of the Company operations for 2020. We recommend that the Annual Report be adopted at the Annual General Meeting. København 2021-04-27 Daniel Jensen CEO Thomas Ryge Mikkelsen Chairman Beatrice Aliprandi Ekaterina Gianelli Chris Lykke Christiansen Daniel Jensen To the Shareholders of Nøie ApS In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2020 and of the results of the Company’s operations for the financial year 1 January - 31 December 2020 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 2020, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). 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’ Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 Financials Statements Act. Based on the work we have performed, in our view, 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 in Management’s Review. 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 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 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. Hellerup 2021-04-27 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Søren Alexander statsautoriseret revisor mne42824 Key activities The company's key activities comprise conducting industrial business and trade as well as all business which, in the opinion of the Executive Board, is related to this. Development in the year The income statement of the Company for 2020 shows a loss of DKK 10,312,940 and at 31 December 2020 the balance sheet of the Company shows negative equity of DKK 26,335,741. The result is as expected and budgeted and is characterized by development costs and expansion of the concept Nøie. 2020 was a year marked by the worldwide Covid19 pandemic. It is unknown to what extent Covid-19 has had a positive or negative effect on revenue and profit for 2020. But it is certain that the pandemic created turbulence. In the spring of 2020, it proved to be more difficult to raise investor capital. Covid-19 created uncertainty among investors, which resulted in some potential investors withdrawing. On the other hand, our business model proved to be robust in this time of crisis, as we achieved large revenue growth. Corporate Social Responsibility 2020 was also a year where we started focusing on the many sustainability challenges in the skincare industry and we committed to act on this. We rolled out an ambitious sustainability strategy where we want to be CO2 negative in 2021 and over the long-term, we aim to be 100 percent circular in everything we do. Capital resources The Company has lost more than 50 % of the share capital and is therefore comprised by paragraph 119 of the Danish Companies Act regarding capital loss. Reference is made to note 1. Uncertainty relating to recognition and measurement Recognition and measurement in the Annual Report have not been subject to any uncertainty. Subsequent events In the spring of 2021, a capital increase was made from new and existing investors, which ensures that equity is re-established. The capital increase comprised cash capital injections of approximately DKK 75 million, as well as settlement of all the convertible debt instruments by conversion to equity. No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. -3823740 -3525256 5628997 4184364 139754 78565 -9592491 -7788185 207405 86972 1400868 739354 -10785954 -8440567 -473014 -761734 -10312940 -7678833 -10312940 -7678833 171855 212287 4444 31111 176299 243398 232687 97189 232687 97189 8 8 8 8 408994 340595 1533937 648644 1533937 648644 0 87892 0 253582 596421 329486 473014 761734 704554 164147 1773989 1596841 3295254 2556630 6603180 4802115 7012174 5142710 50011 50011 50011 50011 -26385752 -16072812 -26335741 -16022801 30833103 19982907 30833103 19982907 80789 63334 905332 471752 68918 0 1459773 647518 2514812 1182604 33347915 21165511 7012174 5142710 50011 -16072812 -10312940 50011 -26385752 The income statement of the Company for 2020 shows a loss of DKK 10,312,940 and at 31 December 2020 the balance sheet of the Company shows negative equity of DKK 26,335,741. In the spring of 2021, a capital increase was made from new and existing investors, which ensures that equity is re-established. The capital increase comprised cash capital injections of approximately DKK 75 million, as well as settlement of all the convertible debt instruments by conversion to equity. With the capital increase received, it is Management’s assessment that there is adequate liquidity to continue the company’s operations for the rest of 2021 and to pay the liabilities of the company as they fall due. In the spring of 2021, a capital increase was made from new and existing investors, which ensures that equity is re-established. The capital increase comprised cash capital injections of approximately DKK 75 million, as well as settlement of all the convertible debt instruments by conversion to equity. 5399193 3914774 168593 227880 61211 41710 5628997 4184364 11 8 0 0 -473014 -761734 -473014 -761734 244469 80000 244469 80000 32182 48889 40432 26667 72614 75556 171855 4444 131863 208152 340015 34674 72654 107328 232687 Charges and security As security for balances with Danske Bank, the company has taken out a mortgage in TDKK 300, which is in a blocked account. As security for a loans received from Vækstfonden, the company has posted a company mortgage in the amount of TDKK 5,950. The company has entered into a rental agreement with a total obligation of TDKK 153. The Annual Report of Nøie ApS for 2020 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C. The Financial Statements for 2020 are presented in DKK. Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to 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 of amounts 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 to the 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 out of 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 as described for each item below. Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any repayments and with addition/deduction of the cumulative amortisation of any difference between cost and the 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 the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity. Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement. Fixed assets acquired in foreign currencies are measured at the transaction date rates. Expenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve revenue for the year. Other external expenses comprise indirect production costs and expenses for premises, sales and distribution as well as office expenses, etc. With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, other operating income, expenses for raw materials and consumables and other external expenses. Staff expenses comprise wages and salaries as well as payroll expenses. Amortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company, including gains and losses on the sale of intangible assets and property, plant and equipment. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity. Goodwill 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 years. Patents and licences are measured at the lower of cost less accumulated amortisation and recoverable amount. Patents are amortised over the remaining patent period, and licences are amortised over the licence period; however not exceeding 3 years. Development costs and costs relating to rights developed by the Company are recognised in the income statement as costs in the year of acquisition. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are: Other fixtures and fittings, tools and equipment 3 years The fixed assets’ residual values are determined at nil. Depreciation period and residual value are reassessed annually. The carrying amounts of intangible assets and property, plant and equipment are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. If so, the asset is written down to its lower recoverable amount. Investments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this lower value. Inventories are measured at the lower of cost under the FIFO method and net realisable value. The net realisable value of inventories is calculated at the amount expected to be generated by sale of the inventories in the process of normal operations with deduction of selling expenses. The net realisable value is determined allowing for marketability, obsolescence and development in expected selling 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 direct labour. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Prepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Deferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes on the basis of the intended use of the asset and settlement of the liability, respectively. Deferred tax assets are measured at the value at which the asset is expected to be realised, either by elimination in 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 will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Current tax liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses. Loans, such as loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period. 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