BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2025-05-26Christian Richter-PedersenComa System ApSRovsingsgade 682100 Copenhagen ØErklæring om udvidet gennemgang338652792011-08-01Copenhagen2024-01-012024-12-312023-01-012023-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VKøbenhavn Ø2025-05-26Christian Richter-PedersenJesper Kingo ChristensenChairmanChristian Richter-PedersenKristian AndersenLars JuhlRasmus PultzKonklusionGrundlag for konklusionCopenhagen2025-05-26BDO Statsautoriseret revisionsaktieselskab20222670Mads Juul HansenErklæring om udvidet gennemgangState Authorised Public Accountantmne443861748359-40275050398654119914275517264589-3567023-4787253127512005162067967-3617368-48540200-88837-3617368-4765183-3617368-4765183-3617368-476518318913745713618913745713622554300722255430072211691487208332626747496032397342148780406047799515119042510768991596472187641418081632363622118225102804147528356567-2186924-1397078-1921171-9377075632305150006319761297626427576297706948473524188617815542723102907272503237293343301329180816323636221028040356567-1397078-36173681542126576190-391360-26184832618483-26799926799958960-589601182250147528-21869249649504574068694168306931741469184089751503986541199140-888372790629279062923334932679992601492189137640156401533943751841461225540Regnskabsklasse BtruetrueToday the Board of Directors and Executive Board have discussed and approved the Annual Report of Coma System ApS for the financial year 1 January - 31 December 2024. The Annual Report is presented 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. The Management Commentary includes in our opinion a fair presentation of the matters dealt with in the Commentary. We recommend the Annual Report be approved at the Annual General Meeting. To the Shareholder of Coma System ApS We have performed an extended review of the Financial Statements of Coma System ApS for the financial year 1 January - 31 December 2024, which comprise income statement, Balance Sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The Financial Statements are prepared under the Danish Financial Statements Act. Based on the work performed in our opinion, the Financial Statements give a true and fair view of the Company's 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 Conclusion Grundlag for konklusion We conducted our extended review in accordance with the Danish Business Authority's Assurance Standard for Small Enterprises and FSR – Danish Auditors' standard on extended review of Financial Statements prepared in accordance with the Danish Financial Statements Act. Our responsibilities under those standards and requirements are further described in the "Auditor's Responsibilities for the Extended Review 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 (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. 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. Our responsibility is to express a conclusion on the Financial Statements. This requires that we plan and perform procedures in order to obtain limited assurance for our conclusion on the Financial Statements and in addition perform specifically required supplementary procedures to obtain further assurance for our conclusion. An extended review comprises procedures that primarily consist of making inquiries of Management and others within the Company, as appropriate, analytical procedures and the specifically required supplementary procedures as well as evaluation of the evidence obtained. The procedures performed in an extended review are less than those performed in an audit, and accordingly, we do not express an audit opinion on the Financial Statements. Statement on the Management Commentary Management is responsible for the Management Commentary. Our conclusion 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 extended review 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 during the extended review, or otherwise appears to be materially misstated. Moreover, 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 conclude that the Management Commentary 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 the Management Commentary. Principal activities The company's primary activities consist of selling our in-house developed online contract management solution and providing implementation services for digital contract management workflows based on this system. Development in activities and financial and economic position In 2024, the company achieved success in growing its overall customer base with an unprecedented number of new customers. In an ongoing effort to keep the solution secure and future-proofed, the frontend of COMAsystem was exchanged and cleaned of legacy code. The company attracted a new investor mid-year and received positive financial commitments to further strengthen overall growth and provide the necessary measures to enhance the COMAsystem software. In 2025, the company expects these positive trends to continue as we grow our customer base, reduce customer churn, and further plan to develop the contract management solution with enhanced features. These enhancements will also include specialized AI features. Significant events after the end of the financial year The company received a major investment from internal shareholders by the end of 2024 and is scheduled to receive further investments in the spring of 2025. DKK Share capital Share Premium Reserve for development costs Retained earnings Total Equity at 1 January 2024 102.804 0 356.567 -1.397.078 -937.707 Proposed profit allocation -3.617.368 -3.617.368 Transactions with owners Capital increase 15.421 2.657.619 2.673.040 Cost of capital increase -39.136 -39.136 Transfers Retained premium -2.618.483 2.618.483 0 Depreciations -267.999 267.999 0 Tax on changes in equity 58.960 -58.960 0 Equity at 31 December 2024 118.225 0 147.528 -2.186.924 -1.921.171 1 | Staff costs Average number of full time employees 9 6 Wages and salaries 4.950.457 4.068.694 Pensions 1.683 0 Social security costs 69.317 41.469 Other staff costs 18.408 9.751 5.039.865 4.119.914 3 | Intangible assets DKK Development projects completed, including patents and similar rights originating from development projects Cost at 1 January 2024 2.790.629 Cost at 31 December 2024 2.790.629 Amortisation at 1 January 2024 2.333.493 Amortisation for the year 267.999 Amortisation at 31 December 2024 2.601.492 Carrying amount at 31 December 2024 189.137 COMAsystem has developed online contract management over the past 10 years. This has often required the development of a new platform. The GDPR requirements of the past year have introduced new demands for system architecture, not only for the system itself but also for the customers' ability to use COMAsystem in compliance with the legislation. Additionally, there have been new requirements for functionalities, integration capabilities, and design, necessitating the initiation of new development in this area. 4 | Property, plant and equipment DKK Other plant, fixtures and equipment Cost at 1 January 2024 64.015 Cost at 31 December 2024 64.015 Depreciation and impairment losses at 1 January 2024 33.943 Depreciation for the year 7.518 Depreciation and impairment losses at 31 December 2024 41.461 Carrying amount at 31 December 2024 22.554 5 | Long-term liabilities 31/12 2024 Debt outstanding 31/12 2023 DKK total liabilities after 5 years total liabilities Debt to owners and Management 563.230 0 515.000 Frozen holiday pay 63.197 0 61.297 626.427 0 576.297 Contingent liabilities Liabilities under rental or lease agreements until maturity is in total DKK 67,200. 7 | Going concern assumptions The company has a proactive approach to ensuring financial stability. The expected growth in the customer base will strengthen the company's financial position. Additionally, the company is at the date of approving the annual report 2024 in advanced dialogue with current investors of additional capital increase for 2025. Investors and management has agreed on the terms and amount of the capital increase that will ensure the liquidity for the remaining of 2025. At the time of approval of the annual report 2024 the final documents in terms of the investment are about to be finalized. The Annual Report of Coma System ApS for 2024 has been presented in accordance with the provisions of the Danish Financial Statements Act for enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Net revenue Sale of services is generally recognised on the basis of a measurable degree of completion, using straight-line recognition of services delivered over time in a regular pattern. Where the degree of completion is not measurable or the sales value or the total costs of completion are uncertain, revenue is recognised by the amount that the enterprise as a maximum believes to have a right to claim and is expected to be received for services delivered at the Balance Sheet date. Cost of sales Cost of sales comprise costs incurred to achieve the net revenue for the year, including direct and indirect costs of raw materials and consumables. Other operating income Other operating income includes items of a secondary nature in relation to the enterprises' principal activities, including profit from sale of intangible and tangible assets, operating loss and conflict compensations, as well as salary refunds. Compensations are recognised when the income is estimated to be realisable. Other external expenses Other external expenses include other production, sales, delivery and administrative costs, including costs of energy, marketing, premises, loss on bad debts, lease expenses, etc Staff costs Staff costs comprise wages and salaries, including holiday pay and pensions, and other costs of social security etc., for the Company's employees. Financial income and expenses Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices. Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity. Intangible fixed assets Development projects comprise costs, including wages and salaries, and amortisation, which directly or indirectly can be related to the Company’s development activities and which fulfil the criteria for recognition in the Balance Sheet. The accounting item is measured at the lower of the capitalised costs less accumulated amortisation and recoverable amount. Capitalised development costs are amortised on a straight-line basis over the estimated useful life after completion of the development work. The amortisation period is normally 5 years. Intangible fixed assets are generally written down to the recoverable amount if this is lower than the carrying amount. Profit or loss from sale of intangible fixed assets is calculated at the difference between the sales price and the carrying amount at the time of the sale. Profit and loss are recognised in the Income Statement under other operating income or other operating expenses. Property, plant and equipment Other plant, fixtures and equipment are measured at cost less accumulated depreciation and impairment losses. The depreciation base is cost less estimated residual value after end of useful life. The cost includes the acquisition price and costs incurred directly in connection with the acquisition until the time when the asset is ready to be used. Straight-line depreciation is provided on the basis of an assessment of the expected useful lives of the assets and their residual value: Useful life Residual value Other plant, fixtures and equipment 5 years 0 % Profit or loss on sale of tangible fixed assets is stated as the difference between the sales price less selling costs and the carrying amount at the date of sale. Profit or loss is recognised in the Income Statement as other operating income or other operating expenses. Impairment of fixed assets The carrying amount of intangible fixed and property, plant and equipment, are assessed annually for indications of impairment other than that reflected by amortisation and depreciation. In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the recoverable amount is lower than the carrying amount, the asset is written down to the recoverable amount. The recoverable amount is calculated at the higher of the capital value and the sales value less expected costs of a sale. The capital value is determined as the Company's share in the current value of the net cash flows which the subsidiary is expected to generate through its activities and from sale of assets after the end of their useful lives. A discount rate is used which reflects the risk-free market rate and the owners' minimum return on interest requirements for similar assets. The growth rate in the terminal period is determined in accordance with the standards within the industry. Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses. Write-off is performed to provide for losses when an objective indication has been assessed to have incurred that a receivable or a portfolio of receivables are impaired. If there is an objective indication that an individual receivable is impaired, the write-off is performed at individual level. Receivables for which there are no objective indication of impairment at individual level are assessed at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors’ registered office and credit rating in accordance with the Company’s policy for credit risk management. The objective indicators, which are applied for portfolios, are determined based on the historical loss experiences. Write-off is determined as the difference between the carrying amount of receivables and the present value of the expected cash flows, including realisable value of any received collaterals. The effective interest rate is used as discount rate for the single receivable or portfolio. Accruals, assets Accruals recognised as assets include costs incurred relating to the subsequent financial year. Tax payable and deferred tax Current tax liabilities and receivable current tax are recognised in the Balance Sheet as the calculated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and taxes paid on account. Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities. Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff against deferred tax liabilities within the same legal tax entity. Deferred tax is measured on the basis of the tax rules and tax rates that under the legislation in force on the Balance Sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. Liabilities Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less transaction costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recognised in the Income Statement over the loan period. The amortised cost of current liabilities corresponds usually to the nominal value. Accruals, liabilities Accruals recognised as liabilities include payments received regarding income in subsequent years. Foreign currency translation Transactions in foreign currencies are translated at the rate of exchange on the transaction date. Exchange differences arising between the rate on the transaction date and the rate on the payment date are recognised in the Income Statement as a financial income or expense. Receivables, payables and other monetary items in foreign currencies that are not settled on the Balance Sheet date are translated at the exchange rate on the Balance Sheet date. The difference between the exchange rate on the Balance Sheet date and the exchange rate at the date when the receivables or payables come into existence recognised in the Income Statement as financial income or expenses. 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