42435775 2024-01-01 2024-12-31 42435775 2024-01-01 2024-12-31 1 42435775 2024-01-01 2024-12-31 2 42435775 2024-01-01 2024-12-31 3 42435775 2024-01-01 2024-12-31 1 42435775 2024-01-01 2024-12-31 2 42435775 2023-01-01 2023-12-31 42435775 2024-12-31 42435775 2023-12-31 42435775 2023-12-31 fsa:ContributedCapitalMember 42435775 2023-12-31 fsa:RetainedEarningsMember 42435775 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 42435775 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 42435775 2024-12-31 fsa:ContributedCapitalMember 42435775 2024-12-31 fsa:RetainedEarningsMember iso4217:DKK xbrli:pure Karsten Langer The Executive Board have today discussed and approved the annual report of REF IVV BidCo ApS for the financial year 1 January – 31 December 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. It is our opinion that the financial statements give a true and fair view of the company’s assets, liabilities and financial position at 31 December 2024 and of the results of the company’s operations for the financial year 1 January – 31 December 2024. Further, in our opinion, the Management’s review gives a fair review of the issues included. We recommend that the annual report be approved at the annual general meeting. Aarhus, Karsten Langer Laurent Oliver Lafargue Dan Erik Parksjö To the Shareholder REF IVV BidCo ApS Opinion We have audited the financial statements for the financial year 01.01.2024 -31.12.2024, which comprise the income statement, balance sheet, statement of changes in equity, and notes, including 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 Entity’s financial position at 31.12.2024 and of the results of its operations for the financial year 01.01.2024-31.12.2024 in accordance with the Danish Financial Statements Act. Basis for Opinion 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 Entity 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 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 Entity’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 Entity or to cease operations, or has no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements 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 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 Entity’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 Entity’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 Entity 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. • Plan and perform the audit of the financial statements to obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business units as a basis for forming an opinion on the financial statements. We are responsible for the direction, supervision and review of the audit work performed. We remain solely responsible for our audit opinion. 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 commentary Management is responsible for the management commentary. Our opinion on the financial statements does not cover the 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 the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required by relevant law and regulations. Based on the work we have performed, we conclude that the management commentary is in accordance with the financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. Aarhus, Deloitte Statsautoriseret Revisionspartnerselskab 33963556 Mads Fauerskov Jonas Thøstesen Svensson State Authorised Public Accountant State Authorised Public Accountant mne35428 mne47824 REF IVV BidCo ApS Åboulevarden 22, 2. sal 8000 Aarhus C Denmark 42435775 Aarhus Værkmestergade 2 21, 8000 Aarhus C Principal activities The purpose of the company is to own shares, to make investments and asset management, to provide management services or other services to its subsidiaries and other business related hereto. Uncertainties and estimates As part of the financial statements for the year, the company has recognized a deferred tax asset based on expectations of future taxable income. Management assesses the recoverability of the deferred tax asset as probable, but it remains subject to uncertainty due to assumptions regarding future earnings and timing. Furthermore, the company has recognized goodwill in connection with investments in subsidiaries. The valuation of these investments, including the goodwill component, is subject to estimation uncertainty. Management regularly performs assessments for impairment, taking into account expected future earnings and the strategic importance of the subsidiaries to the Group. At the balance sheet date, no indication of impairment was identified. Events after the balance sheet date No events of any significance affecting the financial position of the company occurred after the end of the financial year. 1056728 803843 5530201 5201772 0 0 -4473473 -4397929 -65526292 -48239926 52354 39319 18170378 20061872 -88117788 -72660409 -4809425 -5365867 -83308363 -67294542 0 0 -83308363 -67294542 -83308363 -67294542 768377050 826139277 768377050 826139277 768377050 826139277 0 1667622 17490789 12681364 63398 53583 17554187 14402569 4883867 5810238 22438054 20212806 790815104 846352083 75700000 75700000 597670650 550143398 673370650 625843398 113715290 108193545 113715290 108193545 0 111740382 645983 52068 2650140 0 433041 522689 3729164 112315140 117444454 220508685 790815104 846352083 75700000 550143398 625843398 0 130530010 130530010 0 -305605 -305605 0 -83308363 -83308363 75700000 597670650 673370650 true In accordance with section 112 (1) of the Danish Financial Statements Act the company has omitted the presentation of consolidated financial statements. true Recognition and measurement Revenues are recognized in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortized cost are recognized. Moreover, all expenses incurred to achieve the earnings for the year are recognized in the income statement, including depreciation, amortization, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognized in the income statement. Assets are recognized 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 recognized 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. Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. Foreign exchange differences are recognised in the income statement as interest income or expense and similar items. On recognition of foreign subsidiaries, the income statements are translated at the average exchange rates for the year, and the balance sheet items are translated at the exchange rates at the balance sheet date. Foreign exchange differences arising on translation of the opening equity of foreign subsidiaries at the exchange rates at the balance sheet date and on translation of the income statements from average exchange rates to the exchange rates at the balance sheet date are recognized directly in equity. Non-current assets acquired in foreign currency are measured at the exchange rate at the transaction date. Income statement Gross profit In accordance with §32 of the Danish Financial Statements Act the company has aggregated the items revenue and other external cost and instead added the item gross profit. Revenue Revenue from sales is recognized in net sales when transition of the main benefits and risks to the buyer has taken place, the income can be calculated reliably, and payment is expected to be received. The time of transition of the main benefits and risks is based on standard delivery terms based on Incoterms® 2020. Net sales are measured at the fair value of the agreed consideration, excl. VAT and taxes charged on behalf of third parties. All forms of discounts are recognized in net sales. Other external cost Other external costs include administration cost. Staff cost Staff cost include cost related to wages, pensions, holidays, social security and other cost related to the employees in the company. Profits/losses from investments in subsidiaries Investments in subsidiaries are measured according to the equity method. The investments are measured in the balance sheet at the proportionate share of the enterprises' net asset values calculated in accordance with the parent company's accounting policies minus or plus unrealized intra-group profits and losses and with the addition of the carrying amount of goodwill. Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises are written down to net realizable value based on a specific assessment. Income statement If the Parent has a legal or constructive obligation to cover the liabilities of the relevant enterprise, it is probable that such obligation will involve a loss, a provision is recognized that is measured at present value of the costs necessary to settle the obligations at the balance sheet date. Net revaluation of investments in subsidiaries is transferred to the reserve for net revaluation according to the equity method in equity to the extent that the carrying amount exceeds cost. Financial income and cost Interest in income and expense and similar items comprise interest income and expense, gains and losses on securities, payables and transactions denominated in foreign currencies, amortization of financial assets and liabilities as well as surcharges and refunds under the on-account tax scheme etc. Financial income includes interest income from group companies as well as income from other investments and equity interests, including dividends and gains on securities, in addition to bank interest. Tax on profit/loss for the year REF IVV BidCo ApS is covered by the Danish regulations concerning compulsory joint taxation with the Danish subsidiary and the parent company REF IVV TopCo ApS and its Danish parent companies. The current Danish corporation tax is apportioned through payment of joint tax contribution between the jointly taxed companies in relation to their taxable incomes. Tax for the year, which comprises the year’s joint tax contribution and changes in deferred tax, is included in the income statement with the proportion that is attributable to the year’s result and directly in the equity with the proportion that is attributable to the items directly in the equity. The recognized tax relating to the extraordinary profit/loss for the year is allocated to this item whereas the remaining tax is allocated to the profit/loss for the year from ordinary activities. Balance sheet Investments in subsidiaries Investments in subsidiaries are measured according to the equity method. Investments in subsidiaries are measured in the balance sheet at the proportionate share of the enterprises' net asset values calculated in accordance with the parent company's accounting policies minus or plus unrealized intra-group profits and losses and with subtraction of the carrying amount of negative goodwill. Goodwill is amortized over the expected useful life of 15-20 years. Net revaluation of investments in subsidiaries is transferred to the reserve for net revaluation according to the equity method in equity to the extent that the carrying amount exceeds cost. Impairment of non-current assets The carrying amount of property, plant and equipment and investments in subsidiaries is assessed annually for indications of impairment, in addition to that expressed by depreciation. If there are indications of impairment, impairment tests of each asset or group of assets are carried out. Write-downs are made at the recoverable amount if this is lower than the carrying amount. Receivables Receivables are measured at amortized cost. Amortized cost corresponds in all material respects to nominal value. Write-down is made for bad debt losses. Equity Proposed dividends are recognized as a liability at the date when they are adopted at the annual general meeting (declaration date). The expected dividend payment for the year is disclosed as a separate item under equity. Cash at bank Cash at bank includes bank deposits. Corporation tax and deferred tax Joint tax contribution liabilities and receivables calculated on the taxable income for the year, adjusted for any tax from previous years’ taxable income as well as prepaid on-account taxes, are recognized in the balance sheet as corporation tax liability or corporation tax receivable. Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Deferred tax assets, including the tax base of tax loss carryforwards, are recognized at the expected value of their utilization; 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 and jurisdiction. Changes in deferred tax assets resulting from a change in the tax rate are recognized in the income statement. Financial debt Loans, such as loans from credit institutions, are recognized initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortized cost; the difference between the proceeds and the nominal value is recognized as an interest expense in the income statement over the loan period. Other debts are measured at amortized cost, substantially corresponding to nominal value. 2024 2023 Note 2 Staff cost Wages and salaries 4.796.465 4.591.137 Pensions 733.736 610.635 5.530.201 5.201.772 3 3 Note 3 Tax on profit for the year 2024 2023 Changes in deferred tax for the year 4.928.621 5.365.867 Adjustment related to previous years - deferred tax (119.196) - 4.809.425 5.365.867 2024 2023 Note 4 Investments in subsidiaries Cost at 1 January 959.092.008 959.092.008 Addition 7.458.460 - Cost at 31 December 966.550.468 959.092.008 Revaluations at 1 January (132.952.731) (70.211.116) Foreign exchange adjustments 305.605 (36.415) Share of profit for the year (17.294.765) (8.399) Amortization of goodwill (48.231.527) (48.231.527) Dividend - (14.465.274) Revaluations at 31 December (198.173.418) (132.952.731) Carrying amount at 31 December 768.377.050 826.139.277 Note 5 Long term liabilities Debt settlement: More than 1 year and less than 5 years 113.715.290 More than 5 years 0 113.715.290 Note 6 Contingent liabilities The company is jointly and severally liable for tax under the Danish joint taxation with the parent company REF IVV TopCo ApS. The known net tax liability of the jointly taxed companies is DKK 0 thousand as at 31 December 2024. Subsequent corrections of the joint taxable income, if any, might result in an increased liability for the company. Note 7 Shareholders The Company has registered the following shareholders to hold at least 5% of the voting share capital or at least 5% of the nominal value of the share capital: REF IVV TopCo ApS c/o Cryptomathic A/S Åboulevarden 22, 2. Sal 8000 Aarhus C Denmark Note 8 Consolidated financial statements REF IVV TopCo ApS serves as the smallest and largest entity in which REF IVV BidCo ApS is included in the consolidated financial statements. REF IVV TopCo ApS c/o Cryptomathic A/S Åboulevarden 22, 2. sal 8000 Aarhus C Denmark Registration no.: 42 43 54 30 Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2024-01-01 2024-12-31 2023-01-01 2023-12-31 2025-05-20 Reporting class B 2021-06-02 2025-05-20 42435775 REF IVV BidCo ApS Åboulevarden 22, 2. sal 8000 Aarhus C Opinion Basis for Opinion 2025-05-20 33963556 Deloitte Statsautoriseret Revisionspartnerselskab Værkmestergade 2 21, 8000 Aarhus C