42435775 2023-01-01 2023-12-31 42435775 2023-01-01 2023-12-31 1 42435775 2023-01-01 2023-12-31 2 42435775 2022-01-01 2022-12-31 42435775 2023-12-31 42435775 2022-12-31 42435775 2022-12-31 fsa:ContributedCapitalMember 42435775 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 42435775 2023-12-31 fsa:ContributedCapitalMember 42435775 2022-12-31 fsa:RetainedEarningsMember 42435775 2023-01-01 2023-12-31 fsa:RetainedEarningsMember 42435775 2023-12-31 fsa:RetainedEarningsMember 42435775 2023-01-01 2023-12-31 1 42435775 2023-01-01 2023-12-31 2 42435775 2023-01-01 2023-12-31 3 iso4217:DKK xbrli:pure Karsten Langer Management’s Statement The Executive Board have today discussed and approved the annual report of REF IVV BidCo ApS for the financial year 1 January – 31 December 2023. 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 2023 and of the results of the company’s operations for the financial year 1 January – 31 December 2023. 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 Lafargue Dan Parksjö Independent Auditor’s Report To the Shareholder of REF IVV BidCo ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2023, and of the results of the Company’s operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of REF IVV BidCo ApS for the financial year 1 January - 31 December 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (“financial statements”). Basis for Opinion 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 (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. Statement on Management’s Review 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 Financial 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’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. 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 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. Aarhus PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Henrik Bering Rasmussen Martin Stenstrup Toft State Authorised Public Accountant State Authorised Public Accountant REF IVV BidCo ApS Åboulevarden 22, 2. sal 8000 Aarhus C Aarhus Ownership The majority of shares are owned by REF IVV TopCo ApS, Åboulevarden 22, 2. sal, 8000 Aarhus C, Denmark Management's review Development in the activities and financial affairs Profit before tax is DKK -72.7 million compared to DKK -64.3 million in 2022. Tax on profit for the year is a profit of DKK 5.4 million against a profit of DKK 5.5 million in 2022. After this, result for the year is a profit of DKK -67.3 million against a loss of DKK 58.8 million in 2022. Equity comprises DKK 625.8 million at year-end. Events after the balance sheet date After the balance sheet date, we have received a capital injection, where the majority of the capital is used to bring down the loan. Apart from this, no events of any significance affecting the financial position of the company occurred after the end of the financial year. PricewaterhouseCoopers Jens Chr. Skous Vej 1 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. 803843 -5036601 5201772 3218670 -4397929 -8255271 -48239926 -41206253 39319 21242 20061872 14862939 -72660409 -64303221 -5365867 -5484827 -67294542 -58818394 0 0 -67294542 -58818394 826139277 888880892 826139277 888880892 826139277 888880892 1667622 0 12681364 7965899 53583 0 14402569 7965899 5810238 269714 20212806 8235613 846352083 897116505 75700000 75000000 550143398 588607745 625843398 663607745 108193545 216621788 108193545 216621788 111740382 7969217 52068 301830 0 8282919 522689 333006 112315140 16886972 220508685 233508760 846352083 897116505 75000000 588607745 700000 6510910 7210910 22355700 22355700 0 -36415 -36415 0 -67294542 75700000 550143398 Note 1 Accounting policies 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 recognised 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. Income statement 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 cost includes 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 The proportionate share of the results after tax of the individual subsidiaries after full elimination of intra-group profits/losses and amortization of negative goodwill is recognized on a separate line in the income statement of the company. Financial income and cost Interest income and expense and similar items comprise interest income and expense, gains and losses on securities, payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities as well as surcharges and refunds under the on-account tax scheme etc. 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 recognised 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 unrealised intra-group profits and losses and with subtraction of the carrying amount of negative goodwill. Goodwill is amortised 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 amortised cost. Amortised cost corresponds in all material respects to nominal value. Write-down is made for bad debt losses. Equity Proposed dividends are recognised 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 and in hand Cash at bank and in hand include 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 recognised 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 recognised at the expected value of their utilisation; 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 recognised in the income statement. Financial debt 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. Other debts are measured at amortised cost, substantially corresponding to nominal value. true In accordance with section 112 (1) of the Danish Financial Statements Act the company has omitted the presentation of consolidated financial statements. true 2023 2022 Note 2 Staff costWages and salaries 4.591.137 3.060.032 Pensions 610.635 158.638 Other staff cost - - 5.201.772 3.218.670 3 2 Note 3 Tax on profit for the yearChanges in deferred tax for the year 5.365.867 5.031.765 Adjustment related to previous years - deferred tax 453.062 5.365.867 5.484.827 Note 4 Investments in subsidiariesCost at 1 January 959.092.008 959.092.008 Addition - - Cost at 31 December 959.092.008 959.092.008 Revaluations at 1 January (70.211.116) (21.043.508) Foreign exchange adjustments (36.415) (398.224) Profit/loss after tax (48.239.926) (41.206.253) Dividend (14.465.274) (7.563.130) Revaluations at 31 December (132.952.731) (70.211.116) Carrying amount at 31 December 826.139.277 888.880.892 Positive differences arising on initial measurement of subsidiaries 932.592.281 932.592.281 Remaining positive differences included in the above carrying amount 812.013.463 860.244.990 Share capital, Name and registered office Ownership DKK Cryptomathic A/S, Aarhus 100% 800.000 Note 5 Long term liabilitiesDebt settlement:More than 1 year and less than 5 years - More than 5 years 108.193.545 108.193.545 Note 6 Contingent liabilitiesThe 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 2023. Subsequent corrections of the joint taxable income, if any, might result in an increased liability for the company. Note 7 ShareholdersThe Company has registered the following shareholders to hold at least 5% of the voting share capital or at least 5% of the nominel value of the share capital:REF IVV TopCo ApSc/o Cryptomathic A/SÅboulevarden 22, 2. sal8000 Aarhus CDenmark Note 8 Consolidated financial statementsREF IVV BidCo ApS and subsidiaries are included in the consolidated financial statements for REF IVV TopCo ApSc/o Cryptomathic A/SÅboulevarden 22, 2. sal8000 Aarhus CDenmarkRegistration no.: 42 43 54 30 Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2023-01-01 2023-12-31 2022-01-01 2022-12-31 2024-05-29 Reporting class B 42435775 2021-06-02 2024-05-29 529900VSWLQF0O3GA946 33771231 Strandvajen 44 2900 Hellerup Opinion Basis for Opinion 2024-05-29 mne34157 529900VSWLQF0O3GA946 33771231 mne42786 529900VSWLQF0O3GA946 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup