Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2022-10-01 2023-09-30 2021-10-01 2022-09-30 36904089 Tiimo A/S C/O Ferdinand Kontorhotel, Rahbeks Alle 21 1801 Frederiksberg C 2015-05-26 Frederiksberg EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg 2024-03-22 Steen Ulf Jensen Regnskabsklasse B Revisionspåtegning Grundlag for konklusion Konklusion true true 2024-03-18 2024-03-18 CaseWare Working Papers Frederiksberg C Helene Lassen Nørlem CEO Steen Ulf Jensen Chairman Christian Damsgaard Tost Helene Lassen Nørlem Melissa Würtz Azari Helga Valfells Mattias Lennart Storm Copenhagen Kennet Hartmann State Authorised Public Accountant mne40036 -1278584 1522233 5848588 2654817 2688233 1944656 -9815405 -3077240 148172 0 562657 358365 -10229890 -3435605 -990395 -690583 -9239495 -2745022 -9239495 -2745022 7064937 5245181 7064937 5245181 0 6192 0 6192 85000 80000 85000 80000 7149937 5331373 1256578 433671 1680978 1216736 300151 523842 103790 9501 3341497 2183750 7197682 19468190 10539179 21651940 17689116 26983313 669592 669141 0 0 5510651 4091242 2264168 14129510 8444411 18889893 3107452 3470816 216248 216248 340003 641128 3663703 4328192 1152591 924133 2892373 1566124 471505 206954 1064533 1068017 5581002 3765228 9244705 8093420 17689116 26983313 669141 0 4091242 14129510 451 43562 0 0 -9239495 -43562 43562 -1419409 1250000 669592 0 5510651 2264168 9001452 4856282 97582 0 8394 88084 288877 142762 5848588 2654817 16 11 148172 0 301177 335859 7248 22506 254232 0 -990395 -690583 9298599 4501797 13800396 4053418 2682041 6735459 7064937 37150 37150 30958 6192 37150 0 438645 A 438645 438645 230947 B 230947 230947 3958918 851466 3107452 0 216248 0 216248 216248 641128 301125 340003 0 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of Tiimo A/S for the financial year 1 October 2022 - 30 September 2023. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 30 September 2023 and of the results of the Company's operations for the financial year 1 October 2022 - 30 September 2023. 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. To the shareholders of Tiimo A/S We have audited the financial statements of Tiimo A/S for the financial year 1 October 2022 - 30 September 2023, which comprise 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 financial position of the Company at 30 September 2023 and of the results of the Company's operations for the financial year 1 October 2022 - 30 September 2023 in accordance with the Danish Financial Statements Act. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence 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. 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 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 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 the 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 note 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. Management 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. The activities of the Company include the development and sale of applications. The income statement for 2022/23 shows a loss of DKK 9,239 thousand against a loss of DKK 2,745 thousand last year, and the balance sheet at 30 September 2023 shows equity of DKK 8,444 thousand. Management considers the performance in line with expectations given that the Company is still at a stage of development. The Company has confirmed a total of DKK 7,5 million of funding in March 2023. As of such sufficient funds have been secured to support the budgeted cash burn for a period of at least 12 months from balance sheet date. The funding has been granted as a convertible loan. For the purpose of offering incentive pay in the form of share options, the Company’s Board of Directors is authorised for the period until 31 December 2024 once or several times to increase the Company’s share capital with up to nominally 285,591 shares in total without pre-emption right for the Company’s shareholders. The authorisation empowers the Board of Directors to determine the terms for the granted share options, including the exercise price. The annual report of Tiimo A/S for 2022/23 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions applying to reporting class C entities. The accounting policies used in the preparation of the financial statements are consistent with those of last year. Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year. Reporting currency The financial statements are presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate 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 and payables and other monetary items denominated in foreign currencies are translated at the exchange rate 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 most recent financial statements is recognised in the income statement as financial income or financial expenses. The Company has chosen IAS 11/IAS 18 as interpretation for revenue recognition. Income from the rendering of services is recognised as revenue as the services are rendered. Accordingly, revenue corresponds to the market value of the services rendered during the year (percentage-of-completion method). Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue. The items revenue, cost of sales, other operating income and external expenses have been aggregated into one item in the income statement called gross profit/loss in accordance with section 32 of the Danish Financial Statements Act. Other operating income comprise items of a secondary nature relative to the Company's core activities. Cost of sales includes the cost of goods used in generating the year's revenue. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs include wages and salaries, including compensated absence and pension to the Company's employees, as well as other social security contributions, etc. The item is net of refunds from public authorities. The item comprises amortisation/depreciation of intangible assets and property, plant and equipment. The cost net of the expected residual value for completed development projects is amortised over the expected useful life. The basis of amortisation/depreciation, which is calculated as cost less any residual value, is amortised/depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows: Completed development projects 4 years Fixtures and fittings, other plant and equipment 3 years Depreciation is based on the residual value of the asset and is reduced by impairment losses, if any. The depreciation period and the residual value are determined at the acquisition date and are reassessed annually. Where the residual value exceeds the carrying amount of the asset, no further depreciation charges are recognised. In the case of changes in the depreciation period or the residual value, the effect on the depreciation charges is recognised prospectively as a change in accounting estimates. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. Development costs comprise expenses, salaries and amortisation directly or indirectly attributable to development activities. Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities areidentifiable and where the Company intends to produce, market or use the project, are recognised as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling costs and administrative expenses and development costs. Other development costs are recognised in the income statement as incurred. Development costs that are recognised in the balance sheet are measured at cost less accumulated amortisation and impairment losses. On completion of a development project, development costs are amortised on a straight-line basis over the estimated useful life. The amortisation period is usually 4 years. Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. The carrying amount of intangible assets and property, plant and equipment is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash comprises bank deposits. Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. When taxcredit scheme is applied, the receivable tax receivable is disclosed as an asset. The Company has chosen IAS 39 as interpretation for liabilities. Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases. Other liabilities are measured at net realisable value. Prepayments received from customers comprise amounts received from customers prior to delivery of the goods agreed or completion of the service agreed. Deferred income Deferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years. The value of the recognized development projects depends on the Company's ability to continue developing the platform the company uses in its operations, as well as attracting enough customers, who through the platform generate positive earnings that could yield the total investment. The management believes that the company will succeed in doing so in the coming years. A number of employees have been granted warrant programs. A total of 38.940 warrants has been granted to employees. For equity-settled warrants, the fair value is measured at the time of the grant and is not recognized in the income statement. Completed development projects The development project comprise digital development of a digital platform (App) which the Company uses in its operations. The platform is used by the Company’s customers and employees. The platform is still undergoing development but the underlying projects are continuously put to use, after which the amortisation is started. With reference to section 83(2) of the Danish Financial Statement Act, deferred tax is set off against the capitalised costs for development projects in the reserve for development costs under equity. Number Nominal value Share of capital DKK Purchased in the year 55,453 23 5.81 Balance at 30 September 2023 55,453 23 5.81 At the time of the sale of A-shares in Tiimo A/S, the seller was in liquidation. Tiimo has rights of first refusal to the A-shares and acquired the A-shares put up for sale by the Seller. Other rent liabilities: Rent liabilities 180,000 80,000 The Company have two Business Angel matching loans from Vækstfonden. The total principal amounts to DKK 3,450,000. The loans involves a high degree of certainty for the lender. It has been agreed, to ensure a balance between risk and return, that in case a founder’s or investor’s investments in the borrower (individually an “original investment”) are transferred at gross proceeds per investment, which are more than four times (4x) as high as the price per investment relative to the equity investment (a “qualified sale”), the borrower must then pay a bonus to the lender corresponding to the principal (“the bonus”). If gross proceeds per investment do not constitute a qualified sale, the Company should not pay the bonus. 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