39841169 2023-06-01 2024-05-31 fsa:RetainedEarningsMember 39841169 2022-06-01 2023-05-31 fsa:RetainedEarningsMember 39841169 2022-06-01 2023-05-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 39841169 2023-06-01 2024-05-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 39841169 2023-06-01 2024-05-31 39841169 2024-05-31 39841169 2022-06-01 2023-05-31 39841169 2023-05-31 39841169 2023-06-01 2024-05-31 1 39841169 2023-06-01 2024-05-31 2 39841169 2023-06-01 2024-05-31 3 39841169 2023-06-01 2024-05-31 1 39841169 2023-06-01 2024-05-31 2 39841169 2023-06-01 2024-05-31 1 iso4217:DKK xbrli:pure 2023-06-01 2024-05-31 2024-12-11 2024-12-11 2024-12-11 Solrød Strand inforevision statsautoriseret revisionsaktieselskab 2860 Søborg coherence ApS Buddingevej 312 Lundehusvej 7 2680 Søborg 39841169 2022-06-01 2023-05-31 The company's primary activities is to develop, market and sell multiplayer network technologies for computer games and related activities. The results of the company's activities in the financial year amounted to a profit/loss of DKK -22.152.311 against DKK -2.911.775 in last financial year. The equity at the balance sheet date amounted to DKK 48.976.113. The company's equity is positive as of May 31, 2024. In order to strengthen the capital preparedness and ensure the necessary liquidity for continued operations, the company has received capital increase in 2024/25. The company expect the equity to remain positive at the end of 2024/25.The company has developed positively over the past year, with several new customers added to the customer base. In addition, the company has a strong pipeline of customers showing interest in purchasing products under development. The company's development projects show great potential and are both innovative and technologically a big step towards a better programming platform, which is confirmed by direct customer feedback. The company's budget for the coming financial year shows a continued negative result due to the company's development and sales activities. By meeting the budget and the capital increase, management expects that the company will be able to service its current obligations as they fall due. The company has launched its future products in the financial year 2023/24, and there has been a significant revenue development for the financial year 2023/24. Based on these expectations, the company will have sufficient funds to meet its payment obligations as they fall due. Based on the above, the financial statements have been prepared on a going concern basis. The company holds a portfolio of treasury shares, corresponding to 5,247.75 shares a DKK 0.01 corresponding to 5.59 % of the total the share capital. The Board of Directors and The Executive Board have today considered and adopted the annual report for 1 June 2023 - 31 May 2024 for coherence ApS. 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 the company's financial position at 31 May 2024 and of the results of its operations for the financial year 1 June 2023 - 31 May 2024. We believe that the Management's review contains a fair review of the affairs and conditions referred to therein. We recommend that the annual report be adopted at the Annual General Meeting. and notes. The financial statements are prepared under the Danish Financial Statements Act. and notes, including a summary of significant accounting policies. The financial statements are prepared under the Danish Financial Statements Act. To the shareholder's in coherence ApS We have audited the financial statements of coherence ApS for the financial year 1 June 2023 - 31 May 2024, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity and notes. The financial statements are prepared under the Danish Financial Statements Act. and notes, including a summary of significant accounting policies. 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 company's financial position as at 31 May 2024 and of the results of the company's operations for the financial year 1 June 2023 - 31 May 2024 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and 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 this auditor’s report. We are independent of the company in accordance with the International Ethics Standards Board of 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 and 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, for disclosing, as applicable, matters related to going concern, and for 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 content of the financial statements, including the disclosures in the notes, 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. 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. and notes. and notes, including a summary of significant accounting policies. The annual report has been prepared in accordance with Danish financial statement legislation as well as generally accepted accounting principles. The annual report has been prepared in accordance with the provisions of the Danish Financial Statements Act governing Reporting class B.Some provisions from reporting class C has been adopted. Consolidated financial statements has not been prepared in accordance with the Danish Financial Statement Act section 110. The financial statements have been prepared based on historical cost.The income is 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.The functional currency is Danish Kroner. All other currencies are considered foreign currencies. During the year, transactions in foreign currencies have been translated applying the exchange rate at the transaction date. If currency positions are considered hedge of future cash flows, the value adjustments are recognised directly in equity.Receivables and debt denominated in foreign currencies have been recognised at the exchange rate of the balance sheet date.Realised and unrealised exchange gains and losses have been recognised in the income statement under other financial income and expenses. Gross profit/loss includes "Revenue""Cost of sales""External expenses". Revenues from sale of goods are recognised in the income statement when the benefits and risk are transferred to the buyer, revenues can be measured reliably and it is probable that the economic benefits will flow to the company (collectability is probable). Revenues from services are recognised over time by the percentage of completion method, whereas the revenue corresponds to the market value of the rendered service performed in the financial year. The method is applied when revenue and attributable cost can be measured reliably and the stage of completion at the balance sheet date can be measured reliably, as well as it is probable that the economic benefits associated with the service will flow to the company (collectability is probable). The percentage of completion is determined based on the ratio between incurred cost and the total estimated cost related to the service. Revenue is measured at fair value excl. VAT and less granted discounts. Cost of sales comprise direct costs for game platform development. External expenses comprises Administrative expenses. Staff costs include wages and salaries including holiday pay and pensions and other social security costs etc. to the company's employees. Income from investments in group enterprises comprises the pro rata share of the group enterprises’ profit/loss adjusted for internal profits and losses less amortisation of goodwill on consolidation for the year. Financial income is recognised with amounts concerning the financial year. Financial income comprise interest, realised and unrealised exchange gains as well as interest reimbursements under the Danish Tax Prepayment Scheme. Financial expenses is recognised with amounts concerning the the financial year. Financial expenses comprise interest, realised and unrealised exchange losses as well as interest surcharge under the Danish Tax Prepayment Scheme. Tax on profit or loss for the year represents 22% of the book profit or loss adjusted for non-taxable and non-deductible items. Tax on profit or loss for the year consists of the anticipated tax portion of the taxable income for the year adjusted for the changes for the year in deferred tax. Changes in deferred taxes due to adjustments of tax rates is recognised in the income statement. Tax on profit or loss for the year is recognised in the income statement by the portion attributable to the profit or loss for the year and recognised directly in equity by the portion attributable to entries directly in equity. The company is subject to the Danish Tax Prepayment Scheme. Interest reimbursement and interest surcharge have been recognised in financial income and expenses. The balance sheet has been presented in account form. Intangible assets are measured at cost less accumulate amortisation. Cost comprises the acquisition price as well as costs directly related to the acquisition until the time when the asset is ready to be put into operation. Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the company can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs not meeting the criteria for capitalisation are recognised as costs in the income statement as incurred. Development projects in progress are transferred to completed development projects when the asset is ready to be put into operation.For own-developed development projects, capitalised after 1 January 2016 the carrying amount less deferred tax is transferred from "Retained earnings" to "Reserve for development expenditure" under equity. Carrying amounts which exist as a consequence of purchases of assets or enterprises' are not taken into the reserve. Assets are amortised on a straight-line basis over their estimated useful lives:Category Period Completed development projects 5 years Completed development projects 5 years Development projects in progress are not amortised.As the intangible assets are not being traded in an active and effective market, no residual values after end of use are included when determining the amortisation period.Profit/loss on sale has been included in the income statement under other operating income and other operating expenses.The carrying amounts of intangible assets are reviewed annually for indication of impairment for losses, apart from what is expressed by usual amortisation. If this applies, impairment for loss is made of each asset or group of assets, respectively, to lower recoverable amount. As recoverable amount, the higher of expected net selling price and net present value is applied. The net present value is calculated as the present value of the expected cash flows from the use of the asset or the group of assets.Impairment for loss for the year is recognised in the income statement as amortisation, depreciation and impairment for loss of property, plant and equipment and intangible assets. Investments in group enterprises have been recognised according to the equity method. This means that investments are measured at the pro rata share of the group enterprises' net asset value adjusted for internal dividends and profit or losses.Distributable reserves in group enterprises which are distributed as dividends to the parent at the balance sheet date are included in the value of investments.Group enterprises with negative net asset values are measured at zero, and any receivable from such enterprises is written down by the Parent's share of the negative net asset value to the extend deemed irrecoverable. If the negative net asset value exceeds the amount receivable, the remaining amount is recognised in provisions to the extent the Parent has a legal or constructive obligation to cover the relevant enterprise's liabilities.Acquisition of group enterprises are recognised at cost. The difference between the cost price and the net asset value of the acquired company, which appears at the time of establishing the consolidation, is as far as possible allocated to the assets and liabilities whose value is higher or lower than the carrying amount. A remaining positive difference is treated as goodwill and included in the value of investments.A negative difference, reflecting an expected cost or an unfavourable development, are recognised as income in the income statement in the year of acquisition.Goodwill is amortised in the income statement over 5 years. The amortisation period is based on an assessment of the market position, earnings profile, and expectations of customers loyality, which within reasonable limits is based on historical data/registrations. Amortisations are recognised in the income statement with other value adjustments in the item income from investments in group enterprises. The total net revaluation of investments in group enterprises is allocated through the profit or loss distribution to "Reserve for net revaluation according to the equity method" under equity. The reserve is reduced by dividend distributions to the Parent and is adjusted by changes in equity in the group enterprises. 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. Provisions for bad debts are determined on the basis of an individual assessment of each receivable. Prepayments comprise costs incurred relating to subsequent financial years. Reserve for net revaluation according to equity method comprise net revaluation in group enterprises, associates and participating interests. The reserve is reduced by dividend distributed to the Parent and adjusted for other equity movements in the group enterprises, associates and participating interests. The reverse may be eliminated with negative retained earnings. The reserve is reduced or dissolved when divesting the group enterprises, associates and participating interests.Reserve for development expenditure comprise capitalised development expenses from 1 January 2016. The reserve cannot be used for dividends or for elimination of negative retained earnings. The reserve is reduced or dissolved due to amortisation or divestment by transferring the amount from the reserve to retained earnings.Dividend distribution proposed by Management for the year is disclosed as a separate equity item. Deferred tax is measured using the balance sheet liability method. Provision has been made for deferred tax by 22% on all temporary differences between carrying amount and tax-based value of assets and liabilities. Deferred tax is also measures with respect of the planned use of the asset and the settlement of the liability. The tax value of the tax losses to be carried forward are included in the calculation of deferred taxes if it is probable that the losses can be used. Deferred tax assets are measured at net realisable value.Deferred tax assets which are not expected utilised within a few years have been disclosed in notes under contingent assets.Corporation tax relating to the the financial year which has not been settled at the balance sheet date is classified as corporation tax in receivables or liabilities other than provisions. Short-term debts are measured at amortised cost, substantially corresponding to nominal value. -16601145 -2720943 463724 488326 11488258 0 -28553127 -3209269 137031 -625961 142083 6807 163684 224657 -28437697 -4053080 -6285386 -1141305 -22152311 -2911775 -22152311 -2285814 0 0 45953030 0 6901095 57441288 52854125 57441288 216141 79110 216141 79110 53070266 57520398 420231 55154 72577 133493 8360563 8360563 123237 0 8976608 8549210 183092 17606159 9159700 26155369 62229966 83675767 93940 93940 180176 43145 41226218 44804205 7475779 26187134 48976113 71128424 2578905 8864291 2578905 8864291 243237 177492 3993550 2208810 6438161 1296750 10674948 3683052 10674948 3683052 62229966 83675767 -625961 0 STATEMENT OF CHANGES IN EQUITY Contributed capital Reserve for net revaluation according to equity method Reserve for development expenditure Retained earnings Total DKK DKK DKK DKK DKK Equity at 1 June 2022 93,940 669,106 24,285,644 48,991,509 74,040,199 Distributed profit/loss for the year -625,961 -2,285,814 -2,911,775 Transferred to reserve for development expenditure for the year 20,518,561 -20,518,561 0 Equity at 1 June 2023 93,940 43,145 44,804,205 26,187,134 71,128,424 Distributed profit/loss for the year 0 -22,152,311 -22,152,311 Transferred from net revaluation according to equity method to retained earnings 137,031 -137,031 0 Transferred to reserve for development expenditure for the year -3,577,987 3,577,987 0 Equity at 31 May 2024 93,940 180,176 41,226,218 7,475,779 48,976,113 In June, there has been a capital increase. The Company´s nominel share has increased by nominel DKK 50,813, with a premium of DKK 47,879 (See note 7) 442792 425024 10154 61125 1360 2177 9418 0 1 1 STAFF COSTS 2023/24 2022/23 DKK DKK Wages and salaries 442,792 425,024 Pensions 10,154 61,125 Other social security costs 1,360 2,177 Other staff cost 9,418 0 Total 463,724 488,326 Average number of full-time employees 1 1 DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS 2023/24 2022/23 DKK DKK Amortisation of intangible assets 11,488,258 0 Total 11,488,258 0 TAX EXPENSE Corporation tax Deferred tax Tax on profit/loss for the year 2022/23 DKK DKK DKK DKK Payables at 1 June 2023 -8,360,563 8,864,291 Adjustment tax, previous years 0 0 0 6,571,339 Tax on profit/loss for the year 0 -6,285,386 -6,285,386 -1,174,105 Payables at 31 May 2024 -8,360,563 2,578,905 Tax on profit/loss for the year recognised in the income statement -6,285,386 5,397,234 Recognition in balance sheet: Short-term receivables (current asset) -8,360,563 0 Provisions 2,578,905 Total -8,360,563 2,578,905 INTANGIBLE ASSETS Other similar rights originating from development projects Development projects in progress Total 2022/23 DKK DKK DKK DKK Cost at 1 June 2023 0 57,441,288 57,441,288 31,135,441 Transfers for the year 57,441,288 -57,441,288 0 0 Additions for the year 0 6,901,095 6,901,095 26,305,847 Cost at 31 May 2024 57,441,288 6,901,095 64,342,383 57,441,288 Amortisation for the year -11,488,258 -11,488,258 0 Amortisation and impairment losses at 31 May 2024 -11,488,258 0 -11,488,258 0 Carrying amount at 31 May 2024 45,953,030 6,901,095 52,854,125 57,441,288 During the financial year, the company completed its development project, which has been launched. The project has met expectations and consequently led to a significant increase in revenue. Development projects in progress regards add-on software, building and supporting a range of different games with new feature. All this is regarding to the finished project, that has been developed in the financial year. The project is progressing as planned and is expected to be completed during the next financial year. Management expect the development project will lead to significant efficiencies and quality in the company’s services.   INVESTMENTS Investments in group enterprises Total 2022/23 DKK DKK DKK Cost at 1 June 2023 35,965 35,965 35,965 Cost at 31 May 2024 35,965 35,965 35,965 Revaluations at 1 June 2023 43,145 43,145 669,106 Revaluations for the year 137,031 137,031 -625,961 Revaluations at 31 May 2024 180,176 180,176 43,145 Carrying amount at 31 May 2024 216,141 216,141 79,110 INVESTMENTS IN GROUP ENTERPRISES According to annual report coherence ApS' share Equity interest Contributed capital Profit/loss for the year Equity Share of profit/loss for the year Share of equity DKK DKK DKK DKK coherence AB + coherence AB Filial 100% 32,000 913,004 1,901,706 913,004 1,901,706 Total 913,004 1,901,706 Intercompany profit and losses -775,973 -1,685,565 Total 137,031 216,141 Recognition in balance sheet: Investments in group enterprises 216,141 Total 216,141 OTHER PAYABLES After the end of the fin­an­cial year, the par­ent com­pany has received cap­ital con­tri­bu­tions and debt con­ver­sion of DKK 4,760,101,  whereby these funds will fin­ance the opera­tions of the underly­ing com­pan­ies for the com­ing year's opera­tions and investments. Grundlag for konklusion Konklusion Regnskabsklasse B Årsrapport Revisionspåtegning Nicholas Michael Button-Brown Pierre-Edouard Planche Bestyrelsesmedlem Dino Christian Patti Bestyrelsesmedlem Senta Jakobsen Dino Christian Patti Administrerende Direktør Dino Christian Patti mne36161 Michael Dam-Johansen inforevision statsautoriseret revisionsaktieselskab 19263096