Årsrapport16119040BUUS JENSEN, Statsautoriserede revisorerLersø Parkalle, 1122100, København Ø2019-07-012019-12-312020-01-012020-12-3137044687Sky.Garden ApSTranekærvej12665Vallensbæk Strand2015-08-20VallensbækBUUS JENSEN, Statsautoriserede revisorer16119040Michael MarkussenStatsautoriseret revisormne34295Lersø Parkalle1122100København ØDanmark39 29 08 00Buusjensen@buusjensen.dk2021-06-14Jakob Schilder-KnudsenRegnskabsklasse BRevisionspåtegningRevisorgruppen DanmarkkapitalejerneKøbenhavn2021-06-14Vallensbæk2021-06-14-893844-74095374145952597641173280359-2047035-1347288-3031764-1023529114546811044131358029-6121785-2724165-311256-280257-5810529-244390817724541290-6784848-34014727970749162743000192197830230001921978302278400151812784001518132785921993483591513457047066209591513523256913436222546415049492748720478354147422030602266022623401501543076-21437921-14653073-19037545-1304977175984713663258158543001350253003712523452771172029131705444124420797221977719689736831558906123821086177919744783541474220372783551798913624798774145952597621104413135802910441313580292058661143362234922838035941173249209130001927881270715163134722290113534997151631-7866090-6071631-177245-41290-2666494-1023529-3652700-11075099-713645027840015181One.Sky Garden LimitedLTDKenya89312870-29960616022660226602266022617724541290-177245-41290154307662680279707491627423401501543076-14653073-11251601-6784848-3401472-21437921-14653073Today, the board of directors and the managing director have presented the annual report of Sky.Garden ApS for the financial year 1 January - 31 December 2020. The annual report has been presented in accordance with the Danish Financial Statements Act. We consider the accounting policies appropriate and, in our opinion, the financial statements provide a fair presentation of the company’s assets, equity and liabilities, and financial position at 31 December 2020 and of the company’s results of activities in the financial year 1 January – 31 December 2020. We are of the opinion that the management commentary presents a fair account of the issues dealt with. We recommend that the annual report be approved by the general meeting. Martin Sassersen MajlundJesper Vesten DrescherUlrik Steen RasmussenJesper Hessel DamsgaardJakob Schilder-KnudsenChristian Bork GrubakSøren Grove StigWe have audited the financial statements of Sky.Garden ApS for the financial year 1 January - 31 December 2020, which comprise income statement, statement of financial position, statement of changes in equity, notes and accounting policies. The financial statements have been prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements present a fair view of the company's assets, equity and liabilities, and financial position at 31 December 2020 and of the results of the company's activities for the financial year 1 January - 31 December 2020 in accordance with the Danish Financial Statements Act. Basis for opinion We conducted our audit in accordance with international standards on auditing and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the section “Auditor’s responsibilities for the audit of the financial statements”. We are independent of the company in accordance with international ethical requirements for auditors (IESBA’s Code of Ethics), 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 the preparation of financial statements that provide a fair view in accordance with the Danish Financial Statements Act. Management is also responsible for such internal control as the 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 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 including an opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with international standards on auditing, 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 international standards on auditing, and the additional requirements applicable in Denmark, we exercise professional judgment 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 the 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 preparation of the financial statements using the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists arising from 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 disclosures in notes, and whether the financial statements reflect the underlying transactions and events in a manner that presents a 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 the 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 express no assurance opinion thereon. In connection with our audit of the financial statements, it is our responsibility to read the management commentary and to consider whether the management commentary is materially inconsistent with the financial statements or the evidence obtained during the audit, or whether it otherwise appears to contain material misstatement. Furthermore, it is our responsibility to consider whether the management commentary provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we believe that management commentary is consistent with the financial statements and that it has been prepared in accordance with the provisions of the Danish Financial Statement Act. We did not discover any material misstatement in the management commentary. The principal activities of the company The company's main activity is to develop an online platform for merchants in East Africa that can trade with consumers on their own webshop on the Sky.Garden platform. At present, the focus is on the Kenyan market. The company's Kenyan subsidiary is responsible for the operational operation of the platform. Development in activities and financial matters 2020 has been one for the books, ups and downs, some triumphs and some losses. We’ve been resilient in a year that most will remember for a global pandemic that turned the world upside down. The gross loss for the year totals DKK -893.844 against DKK -740.953 last year. Income or loss from ordinary activities after tax totals DKK -5.810.529 against DKK -2.443.908 last year. Management considers the net loss for the year as expected. As the equity represents less than half of the subscribed capital, the Company is subject to the Danish Companies Act section 119 regarding loss of capital. The capital is recover by completing a capital increase and converting subordinate loan capital in June 2021. Key activities in 2020 We transitioned our organisation to be working (effectively) from home. Our above-the-line communication (billboards & radio) in Q1 had a big effect in Q2. Combined with the shift in consumer behaviour during C19 we saw the best unit economy ever in Q2 while C19 was at its highest. Strong focus on improving supply- and delivery chains had a positive impact on business overall and will improve our standing as we prepare for scale in 2021. Fundraising has been an ongoing activity throughout the year and expected closing Q2-2021 Expected developments With the secured equity investment, cf. below, the company expects to see positive growth throughout 2021 and 2022. Events occurring after the end of the financial year Throughout 2020, the Company has actively worked on attracting external capital in the form of equity investment. The Company has signed an investment agreement in June 2021. At the time of signing the Company has signed an invest agreement securing the Company an equity investment of up to $4Mn, whereof $1Mn is to be disbursed before the end of June 2021. In connection with the investment, the company will convert the subordinate loan capital recognised in the balance as of 31 December 2020 into equity. 7. Charges and security As collateral for mortgage loans, T.DKK 3.848, security has been granted on development projects representing a carrying amount of T.DKK 3.000 at 31 December 2020. The annual report for Sky.Garden ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The annual report is presented in DKK. The accounting period was changed in the financial year before last and, consequently, the comparative figures in the income statement comprise the period 1 July 2019 – 31 December 2019. Changes in the accounting policies The company has changed its accounting policies for recognition of equity investments in group enterprises from the cost method to the equity method. The change in classification has no effect on the net profit or loss for the year, nor on the statement of financial position, for the current financial year. The comparative figures have been adjusted in accordance with the reclassification. The implications of the change in policies are that the result for the year 2019 was overestimated by DKK 1.024.000 and that the shareholders’ equity was overestimated by DKK 1.065.000 as per 31 December 2019. Except for the above, the accounting policies for the financial statements remain unchanged from last year. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, writedowns for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the company and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the company and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Certain financial assets and liabilities are measured at amortised cost, allowing a constant effective interest rate to be recognised during the useful life of the asset or liability. Amortised cost is recognised as the original cost less any payments, plus/less accrued amortisations of the difference between cost and nominal amount. In this way, capital losses and gains are allocated over the useful life of the liability. Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the presentation of the annual report and concern matters that exist on the reporting date. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Fixed assets acquired and paid for in foreign currency are measured at the exchange rate prevailing at the date of the transaction. Group enterprises abroad, associates, and equity investments are considered to be independent entities. The income statements are translated at an average exchange rate for the month, and the balance sheet items are translated at the closing rates. Currency translation differences, arising from the translation of the equity of group enterprises abroad at the beginning of the year to the closing rate and from the translation of income statements from average prices to the closing rate, are recognised directly in equity in the fair value reserve. This also applies to differences arising from translation of income statements from average exchange rate to closing rate. Translation adjustment of balances with group enterprises abroad that are considered part of the total investment in group enterprises are recognised directly in equity in the fair value reserve. Likewise, foreign exchange gains and losses on loans and derived financial instruments for currency hedging independent group enterprises abroad are recognised directly in equity. When recognising foreign group enterprises which are integral units, the monetary items are translated using the closing rate. Non-monetary items are translated using the exchange rate prevailing at the time of acquisition or at the time of the subsequent revaluation or writedown for impairment of the asset. Income statement items are translated using the exchange rate prevailing at the date of the transaction. However, items in the income statement derived from non-monetary items are translated using historical prices. Gross loss Gross loss comprises the revenue, cost of sales, and other external costs. The enterprise will be applying IAS 11 and IAS 18 as its basis of interpretation for the recognition of revenue. Revenue consists of service fees from the use of the company’s intangible assets. Revenue is recognized in the accounting period in which the services are rendered on a monthly basis over the contract term. Other external costs comprise costs incurred for distribution, sales, advertising, administration, premises, loss on receivables, and operational leasing costs. Staff costs Staff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Staff costs are less government reimbursements. Depreciation, amortisation, and writedown for impairment Depreciation, amortisation, and writedown for impairment comprise depreciation on, amortisation of, and writedown for impairment of intangible and tangible assets, respectively. Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, financial expenses from financial leasing, realised and unrealised capital gains and losses relating to securities, debt and transactions in foreign currency, amortisation of financial assets and liabilities as well as surcharges and reimbursements under the advance tax scheme, etc. Results from equity investments in group enterprises After full elimination of intercompany profit or loss less amortised consolidated goodwill, the equity investment in the individual group enterprises are recognised in the income statement as a proportional share of the group enterprises' post-tax profit or loss. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. Intangible assets Development projects Development costs comprise salaries, wages, and amortisation directly attributable to development activities. Clearly defined and identifiable development projects are recognised as intangible assets provided that they are proven to be technically practicable, that sufficient resources and a potential market or development opportunity exist, and insofar as the intention is to produce, market or utilise the project. It is, however, a condition that the cost can be reliably calculated and that a sufficiently high degree of certainty indicates that future earnings will cover the costs of production, sales, and administration. Other development costs are recognised in the income statement concurrently with their realisation. Development costs recognised in the statement of financial position are measured at cost less accrued amortisations and writedowns for impairment. After completion of the development work, capitalised development costs are amortised on a straight-line basis over the estimated useful economic life. The amortisation period is usually 5 years. Profit and loss from the sale of development projects, patents, and licenses are measured as the difference between the sales price less sales costs and the carrying amount at the time of sale. Profit or loss are recognised in the income statement as other operating income or other operating expenses, respectively. Equity in group enterprises Equity in group enterprises are recognised and measured by applying the equity method. The equity method is used as a method of consolidation. Equity in group enterprises recognised in the statement of financial position at the proportionate share of the enterprise's equity value. This value is calculated in accordance with the parent's accounting policies with deductions or additions of unrealised intercompany gains and losses as well as with additions or deductions of the remaining value of positive or negative goodwill calculated in accordance with the acquisition method. Negative goodwill is recognised in the income statement at the time of acquisition of the equity investment. If the negative goodwill relates to contingent liabilities acquired, negative goodwill is not recognised until the contingent liabilities have been settled or lapsed. Consolidated goodwill is amortised over its estimated useful life, which is determined on the basis of the management's experience with the individual business areas. Consolidated goodwill is amortised on a straight-line basis over the amortisation period, which represent 5-20 years. The depreciation period is determined on the basis of an assessment that these are strategically acquired enterpriseswith a strong market position and a long-term earnings profile. In relation to material assets and liabilities recognised in group enterprises, associates and equity interests but are not represented in the parent, the following accounting policies have been applied. Equity in group enterprises with a negative equity value measured at DKK 0, and any accounts receivable from these enterprises are written down to the extent that the account receivable is uncollectible. To the extent that the parent has a legal or constructive obligation to cover an negative balance that exceeds the account receivable, the remaining amount is recognised under provisions. To the extent the equity exceeds the cost, the net revaluation of equity investments in group enterprises are transferred to the reserve under equity for net revaluation according to the equity method. Dividends from group enterprises expected to be adopted before the approval of this annual report are not subject to a limitation of the revaluation reserve. The reserve is adjusted by other equity movements in group enterprises. Newly acquired or newly established companies are recognised in the financial statement as of the time of acquisition. Sold or liquidated companies are recognised until the date of disposal. On the acquisition of enterprises, the acquisition method, the uniting-of-interests method or the book value method is applied, cf. the above description under Business combinations. Impairment loss relating to non-current assets The carrying amount of both intangible and equity investments in group are subject to annual impairment tests in order to disclose any indications of impairment beyond those expressed by amortisation and depreciation respectively. If indications of impairment are disclosed, impairment tests are carried out for each individual asset or group of assets, respectively. Writedown for impairment is done to the recoverable amount if this value is lower than the carrying amount. The recoverable amount is the higher value of value in use and selling price less expected selling cost. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the asset group and expected net cash flows from the sale of the asset or the asset group after the end of their useful life. Previously recognised impairment losses are reversed when conditions for impairment no longer exist. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value. The company has chosen to use IAS 39 as a basis for interpretation when recognising impairment of financial assets, which means that impairments must be made to offset losses where an objective indication is deemed to have occurred that an account receivable or a portfolio of accounts receivable is impaired.If an objective indication shows that an individual account receivable has been impaired, an impairment takes place at individual level. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. Cash on hand and demand deposits Cash on hand and demand deposits comprise cash at bank and on hand. Equity Reserve for development costs The reserve for development costs comprises recognised development costs less related deferred tax liabilities. The reserve cannot be used as dividends or for covering losses. The reserve is reduced or dissolved if the recognised development costs are amortised or abandoned. This is done by direct transfer to the distributable reserves of the equity. Income tax and deferred tax Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisions Financial liabilities other than provisions related to borrowings are recognised at the received proceeds less transaction costs incurred. In subsequent periods, the financial liabilities are recognised at amortised cost, corresponding to the capitalised value when using the effective interest rate. The difference between the proceeds and the nominal value is recognised in the income statement during the term of the loan. Mortgage loans and bank loans are thus measured at amortised cost which, for cash loans, corresponds to the outstanding payables. For bond loans, the amortised cost corresponds to an outstanding payable calculated as the underlying cash value at the date of borrowing, adjusted by amortisation of the market value on the date of the borrowing effectuated over the repayment period. Other liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. 370446872020-01-012020-12-31370446872019-07-012019-12-31370446872019-12-31370446872020-12-31370446872020-01-012020-12-311370446872020-01-012020-12-312370446872020-01-012020-12-313370446872020-01-012020-12-314370446872020-01-012020-12-315370446872020-01-012020-12-316370446872020-01-012020-12-311370446872020-01-012020-12-311370446872020-01-01e:CompletedDevelopmentProjectsMember370446872020-01-012020-12-31e:CompletedDevelopmentProjectsMember370446872020-12-31e:CompletedDevelopmentProjectsMember370446872020-01-012020-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember370446872020-01-012020-12-31e:RetainedEarningsMember370446872019-07-012019-12-31e:RetainedEarningsMember370446872020-01-01e:InvestmentsInGroupEnterprisesMember370446872019-07-01e:InvestmentsInGroupEnterprisesMember370446872020-01-012020-12-31e:InvestmentsInGroupEnterprisesMember370446872019-07-012019-12-31e:InvestmentsInGroupEnterprisesMember370446872020-12-31e:InvestmentsInGroupEnterprisesMember370446872019-12-31e:InvestmentsInGroupEnterprisesMember370446872020-01-01e:ContributedCapitalMember370446872020-12-31e:ContributedCapitalMember370446872020-01-012020-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember370446872020-01-01e:RetainedEarningsMember370446872020-01-012020-12-31e:RetainedEarningsMember370446872020-12-31e:RetainedEarningsMember370446872020-01-012020-12-31e:OtherStatutoryReservesMember370446872019-07-012019-12-31e:OtherStatutoryReservesMember370446872019-07-012019-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember370446872020-01-012020-12-31e:SubsidiaryMember1370446872020-12-31e:SubsidiaryMember1370446872019-07-01e:ContributedCapitalMember370446872019-12-31e:ContributedCapitalMember370446872019-07-012019-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember370446872019-07-01e:RetainedEarningsMember370446872019-07-012019-12-31e:RetainedEarningsMember370446872019-12-31e:RetainedEarningsMember370446872020-01-01e:ReserveForDevelopmentExpenditureMember370446872020-01-012020-12-31e:ReserveForDevelopmentExpenditureMember370446872020-12-31e:ReserveForDevelopmentExpenditureMember370446872019-07-01e:ReserveForDevelopmentExpenditureMember370446872019-07-012019-12-31e:ReserveForDevelopmentExpenditureMember370446872019-12-31e:ReserveForDevelopmentExpenditureMemberiso4217:DKKxbrli:pure