BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2024-06-18Peter Søren BæchKanpla ApSSøndergade 44 3.8000 Aarhus CErklæring om udvidet gennemgang403698132019-03-23Aarhus2023-01-012023-12-312022-01-012022-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VAarhus2024-06-18Jonas Sylvester Candsi GøttlerPeter Søren BæchRobert WolfJanus Benn SørensenChairmanJeppe UhdJonas Sylvester Candsi GøttlerPeter Søren BæchRobert WolfJan Nicolaas AndriessenKonklusionGrundlag for konklusionCopenhagen2024-06-18BDO Statsautoriseret revisionsaktieselskab20222670Mads Juul HansenErklæring om udvidet gennemgangState Authorised Public Accountantmne44386150385971397069255443241524309827119451-5731512-26470052253580283427102397-5789581-2749402-164129-199219-5625452-2550183-5625452-2550183-5625452-2550183155921677346913557500291496677346919333281991933328199214626494852146264948531489258511538968053649102117151645381470861250001255606654448796807013221254922367613875702123726011472685551875518751216188603305233457285729073602635922808726630331528476247758141356316499061069333970292876996654987681237260114726855518756033058572907-5625452962340-962340-176593176593-17286417286451875121618823345721710644775930609563329899284713116269393136341832869255443241524-211715-1169524758600-822678829670962340147900018453071479000109498017659312325028609112325015592161355750497641118508822156599843154919333494851651412146262146260Regnskabsklasse BtruetrueToday the Board of Directors and Executive Board have discussed and approved the Annual Report of Kanpla ApS for the financial year 1 January - 31 December 2023. 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 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023. 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 Kanpla ApS We have performed an extended review of the Financial Statements of Kanpla 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. 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 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. 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 Kanpla ApS excels in providing innovative solutions for canteen management and catering services, focusing on software development and digital transformation. Development in activities and financial and economic position In 2023, we achieved a 140% increase in Annual Recurring Revenue (ARR), demonstrating effective market strategies and growing platform adoption. Despite a reported loss, our strategic investments were essential for long-term growth and international expansion. The current year is in line with expectations, and significant investments have been made in the company's growth. The income statement of the company shows a loss for the year of DKK'000 5,741, and at 31 December 2023 the balance sheet shows an equity of DKK'000 3,487. Kanpla is well-positioned for continued growth and market leadership. Our strategic investments and focus on innovation ensure long-term profitability and expansion, paving the way for significant future success and industry impact. International Expansion and Strategic Investments Our robust financial position, supported by a strong equity base and successful capital raising in early 2024, has enabled us to expand from 1 to 8 markets. Significant investments in 2023 were crucial to enhancing our platform and supporting this international growth. The completion of major development projects further solidified our leadership in digital transformation within the industry. Significant events after the end of the financial year No events have occurred after the end of the financial year of material importance for the Company's financial position. The company raised additional capital in 2024, which ensures the cash flow for at least 2024. DKK Share Capital Reserve for development costs Retained earnings Total Equity at 1 January 2023 51.875 603.305 8.572.907 9.228.087 Proposed profit allocation -5.625.452 -5.625.452 Other legal bindings Capitalized development costs 962.340 -962.340 0 Transfers Depreciations -176.593 176.593 0 Tax on changes in equity -172.864 172.864 0 Equity at 31 December 2023 51.875 1.216.188 2.334.572 3.602.635 Staff costs 1 Average number of full time employees 17 10 Wages and salaries 6.447.759 3.060.956 Pensions 332.989 92.847 Social security costs 131.162 69.393 Other staff costs 13.634 18.328 6.925.544 3.241.524 Intangible assets 3 DKK Development projects completed, including patents and similar rights originating from development projects Goodwill Cost at 1 January 2023 882.967 0 Additions 962.340 1.479.000 Cost at 31 December 2023 1.845.307 1.479.000 Amortisation at 1 January 2023 109.498 0 Amortisation for the year 176.593 123.250 Amortisation at 31 December 2023 286.091 123.250 Carrying amount at 31 December 2023 1.559.216 1.355.750 Completed development projects include the development of the canteen platform Kanpla, including new features that the company's management expects will set new standards in digitalization and online presence for canteens. Costs primarily consist of salaries for own employees and dedicated consultants. The book value of completed development projects amounts to DKK'000 1,559 as of December 31, 2023. Property, plant and equipment 4 DKK Other plant, fixtures and equipment Cost at 1 January 2023 49.764 Additions 1.118 Cost at 31 December 2023 50.882 Depreciation and impairment losses at 1 January 2023 21.565 Depreciation for the year 9.984 Depreciation and impairment losses at 31 December 2023 31.549 Carrying amount at 31 December 2023 19.333 Financial non-current assets 5 DKK Rent deposit and other receivables Cost at 1 January 2023 49.485 Additions 165.141 Cost at 31 December 2023 214.626 Carrying amount at 31 December 2023 214.626 Long-term liabilities 6 31/12 2023 Repayment Debt outstanding 31/12 2022 total liabilities next year after 5 years total liabilities Other non-current liabilities 2.663.033 0 0 1.528.476 535.600 535.600.01 2.663.033 0 0 1.528.476 Contingent liabilities The company has entered into lease obligations that, as of the balance sheet date, amount to DKK'000 512 during the notice period. The company has entered into an agreement with the lender regarding an exit premium on a loan with a principal amount of DKK'000 1,500. The exit premium amounts to a sum equivalent to 5% of the increase in value of the borrower, but a maximum of the loan's principal amount, equivalent to DKK'000 1,500. The company has entered into an agreement with the lender regarding an exit premium on a loan with a principal amount of DKK'000 1,000. The exit premium amounts to a sum equivalent to 5% of the increase in value of the borrower, but a maximum of 20% of the loan's principal amount, equivalent to DKK'000 200. Charges and securities 8 As security for a loan with the Danish Export and Investment Fund amounting to DKK'000 2,778 the company has provided a corporate charge of nominally DKK'000 2,500. The corporate charge covers the following assets, whose accounting value as of the balance sheet date is: Completed development projects, including patents and similar rights arising from development projects. 1.559.216 411 Goodwill 1.355.750 413 Other plant, fixtures and equipment 19.333 422 Trade receivables 896.805 450.100 The Annual Report of Kanpla ApS for 2023 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 Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. 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.Work performed for own account and capitalized under assets Work performed for own account and capitalized under assets only includes personnel costs.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 Acquired goodwill is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over the expected useful life which is estimated to 5 years. The period of amortisation is determined based on an assessment of the acquired Company’s position in the market and earnings profile, and the industry-specific conditions. 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. Tangible fixed assets 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 lifeResidual 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. Financial non-current assets Deposits include rental deposits which are recognised and measured at cost. Deposits are not depreciated. Impairment of fixed assets The carrying amount of intangible fixed and tangible assets together with fixed assets, which are not measured at fair value,, 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. 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