35472088 2024-01-01 2024-12-31 35472088 2024-01-01 2024-12-31 auditor_1 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_1 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_2 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_1 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_2 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_3 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_4 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_5 35472088 2024-01-01 2024-12-31 memberOfBoardIdentifier_6 35472088 2023-01-01 2023-12-31 35472088 2024-12-31 35472088 2023-12-31 35472088 2023-12-31 fsa:ContributedCapitalMember 35472088 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 35472088 2023-12-31 fsa:RetainedEarningsMember 35472088 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 35472088 2024-01-01 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 35472088 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 35472088 2024-12-31 fsa:ContributedCapitalMember 35472088 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 35472088 2024-12-31 fsa:RetainedEarningsMember 35472088 2023-12-31 fsa:CompletedDevelopmentProjectsMember 35472088 2024-01-01 2024-12-31 fsa:CompletedDevelopmentProjectsMember 35472088 2024-12-31 fsa:CompletedDevelopmentProjectsMember 35472088 2023-12-31 fsa:FixturesFittingsToolsAndEquipmentMember 35472088 2024-12-31 fsa:FixturesFittingsToolsAndEquipmentMember iso4217:DKK pure Årsrapport 2024-01-01 2023-01-01 2024-12-31 2023-12-31 2025-06-26 35472088 2025-06-26 2013-09-10 Reporting class B KPMG 9000 Aalborg Østre Havnepark 22D 25578198 Auditor's report on audited financial statements Aalborg 2025-06-26 KPMG 25578198 Østre Havnepark 22D 9000 true Peter Holm Nielsen The Board of Directors and the Executive Board have today discussed and approved the annual report for TONSSER ApS for the financial year 1 January - 31 December 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. In our opinion, 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 matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. Peter Holm Nielsen CEO Simon Hjære Hansen CEO Henrik Juel Kraft Chairman Jannick Malling Laksø Per Casper Stylsvig Peter Holm Nielsen Rasmus Frøkiær Ankersen Simon Hjære Hansen Independent auditor's report To the shareholder of TONSSER ApS Opinion We have audited the financial statements of TONSSER ApS for the financial year 1 January - 31 December 2024, comprising income statement, balance sheet, statement of changes in equity and notes, including 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 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 in accordance with the Danish Financial Statements Act. 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. Management's responsibility for the financial statementsManagement 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 that 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 statementsOur objectives are to obtain reasonable assurance as to 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 in Denmark will always detect a material misstatement when it exists. Misstatements may 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 financial statement users made 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 alsoidentify and assess the risks of material misstatement of the company 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. Statement on the Management's reviewManagement is responsible for the Management's review.Our opinion on the financial statements does not cover the 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 the Management's review and, in doing so, consider whether the 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 the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review. Steffen S. Hansen mne32737 TONSSER ApS Brøndæblevej 2 DK-2500 Valby 26 25 24 35 peter@tonsser.com København Principal activities The Company's principal activities are to develop an IT platform for football players at all ages. Tonsser operates as a sports technology company focused on creating a global digital and social ecosystem tailored for youth football players. The company’s mission is to inspire and support the youth football community- encouraging more participation, long-term engagement in the sport, and enhancing the overall journey of young footballers both on and off the field. Tonsser's organizational structure includes the parent entity, Tonsser ApS, based in Denmark, along with two wholly owned subsidiaries: Tonsser FR SAS in France, and Tonsser NL BV in the Netherlands. Development in activities and financial position The Company's income statement for 2024 shows a loss of DKK 9,362,234 as against a loss of DKK 12,394,364 in 2023. Equity in the Company's balance sheet at 31 December 2024 stood at DKK 383,662 as against DKK 9,745,896 at 31 December 2023. In 2024, Tonsser continued to make solid strides, achieving significant business milestones and building a strong platform for future expansion and innovation in 2025. A new potential sports vertical was opened through a collaboration with the NBA through the NBA Launchpad, aimed at developing a prototype for a potential basketball-focused application. We extend our gratitude to all who support Tonsser and contribute daily to empowering the next generation of football talent. Management considers the Company's financial performance in the year satisfactory and in line with the expectations. Capital resources By the close of 2024, Tonsser successfully secured additional investment from current stakeholders and further capital was raised in June 2025. The leadership team remains committed to reinforcing long-term financial backing to accelerate the company's roadmap toward sustainable growth and profitability. The goal is to reach profitability by 2026 for key markets, with plans to raise a new funding round in second half year 2025, depending on the progress of current discussions and operational performance. Events after the balance sheet date In H1 of 2025, Tonsser successfully raised an additional DKK 6.3 million through a combination of convertible loan agreements and a capital increase. 5633318 2036344 4746017 4784281 8723158 9205951 -7835857 -11953888 -2659049 -1872938 3078 6398 697970 442761 -11189798 -14263189 -1827564 -1868825 -9362234 -12394364 -9362234 -12394364 18948895 0 0 0 0 0 21012 0 134648 0 1827564 0 33276 0 2074449 411449 23039844 22034728 652967 652967 14780138 15104657 -15049443 -6011728 383662 9745896 575823 0 155166 225412 730989 225412 10945546 0 7000051 6989655 17945597 6989655 198142 224249 1450018 1587647 2331436 3261869 3979596 5073765 21925193 12063420 23039844 22034728 652967 15104657 -6011728 0 -324519 324519 0 0 -9362234 652967 14780138 -15049443 The annual report of TONSSER ApS for 2024 has been prepared in accordance with the provisions applying to reporting class B entities under the Danish Financial Statements Act with opt-in from higher reporting classes.The accounting policies used in the preparation of the financial statements are consistent with those of last year. Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables, payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses. Revenue Revenue from the sale of services is recognised in the income statement when delivery to the buyer has taken place. Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts granted are recognised in revenue. Other external costs Other external costs comprise costs for distribution and sales costs, costs for advertising, administrative expenses, costs of premises, bad debts, operating leases, etc. Staff costs Staff costs comprise wages and salaries, including holiday allowance, pension and other social security costs. Income from equity investments in subsidiaries and participating interests (including associates) The proportionate share of the individual subsidiaries' profit/loss after tax is recognised in the Parent Company's income statement after full elimination of intra-group gains/losses and amortisation of goodwill. The proportionate share of the individual participating interests' profit/loss after tax is recognised in the Parent Company's income statement after elimination of a proportionate share of intra-group gains/losses and amortisation of goodwill. Financial income and expenses Financial income and expenses comprise interest income and expense, financial costs regarding finance leases, 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 loss for the year Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries directly in equity. Intangible assets Patents and licences are measured at cost less accumulated amortisation and impairment losses. Patents are amortised on a straight-line basis over the remaining life of the patent, and licences are amortised over the contract period, however, not exceeding # years. Development costs and costs for internally generated rights are recognised in the income statement in the acquisition year. Gains and losses on the disposal of intangible assets are determined as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating income or other operating costs, respectively. Property, plant and equipmentLand and buildings, plant and machinery and fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses.Cost comprises the purchase price and any costs directly attributable to the acquisition until the date on which the asset is available for use. Indirect production overheads and borrowing costs are not recognised in cost.Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.The basis of depreciation is cost less any projected residual value after the end of the useful life. Depreciation is provided on a straight-line basis over the estimated useful life.The useful life and residual value are reassessed annually. Changes are treated as accounting estimates, and the effect on depreciation is recognised prospectively.Land is not depreciated.Fixed assets under construction are recognised and measured at cost at the balance sheet date. Upon entry into service, the cost is transferred to the relevant group of property, plant and equipment. Gains and losses on the disposal of property, plant and equipment are stated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement as other operating income or other operating costs, respectively. Impairment of fixed assets The carrying amount of intangible assets and property, plant and equipment as well as equity investments in group entities and participating interests (including associates) is subject to an annual test for indications of impairment other than the decrease in value reflected by depreciation or amortisation. Impairment tests are conducted of individual assets or groups of assets when there is an indication that they may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount. The recoverable amount is the higher of an asset's net selling price and its value in use. The value in use is determined as the present value of the forecast net cash flows from the use of the asset or the group of assets, including forecast net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised write-downs are reversed when the basis for the write-down no longer exists. Receivables Receivables are measured at amortised cost. Write-down is made for bad debt losses where there is an objective indication that a receivable has been impaired. If there is an objective indication that an individual receivable has been impaired, write-down is made on an individual basis. Write-downs are calculated as the difference between the carrying amount of receivables and the present value of forecast cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Cash at bank and in hand Cash at bank and in hand comprise cash and bank deposits. Provisions Provisions are recognised when, as a result of past events, the Company has a legal or a constructive obligation, and it is probable that there may be outflow of resources embodying economic benefits to settle the obligation. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. Liabilities other than provisions Financial liabilities are recognised at the date of borrowing at cost, corresponding to the proceeds received less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost, corresponding to the capitalised value using the effective interest rate. Accordingly, the difference between cost and the nominal value is recognised in the income statement over the term of the loan together with interest expenses. Finance lease obligation comprise the capitalised residual lease obligation of finance leases. The liability in relation to frozen holiday funds is measured at net realisable value, including indexation. Indexation adjustments are recognised as interest expense in the income statement. Other liabilities are measured at amortised cost. Deferred income Deferred income comprises payments received regarding income in subsequent years. 3677269 3293437 35541 29253 1033207 1461591 19 21 8723158 9205951 71626147 8307107 79933254 -52261201 -8723158 -60984359 18948895 477005 477005 -477005 -477005 0 Convertible notes totals 1.722.500 EUR and the loan amount is exempt from repayment and irredeemable by the Borrower and the Lender until and including the 1 February 2026. Contingent liabilitiesThe Company has rental commitments at a total of DKK 32 thousand on the current property held under lease.A deed registered to credit institution of DKK 5,950 thousand (2023: DKK 5,950 thousand) secured on pledged assets has been registered as collateral for balances with credit institution. At 31 december 2024, pledged assets totalled DKK 18,948 thousand (2023: DKK 19,365 thousand).