44101297 2023-06-02 2023-12-31 44101297 2023-06-02 2023-12-31 auditor_1 44101297 2023-06-02 2023-12-31 auditor_2 44101297 2023-06-02 2023-12-31 memberOfBoardIdentifier_1 44101297 2023-06-02 2023-12-31 memberOfBoardIdentifier_1 44101297 2023-06-02 2023-12-31 memberOfBoardIdentifier_2 44101297 2023-06-02 2023-12-31 memberOfBoardIdentifier_3 44101297 2023-06-02 2023-12-31 memberOfBoardIdentifier_4 44101297 2023-12-31 44101297 2023-06-01 fsa:ContributedCapitalMember 44101297 2023-06-02 2023-12-31 fsa:ContributedCapitalMember 44101297 2023-06-02 2023-12-31 fsa:RetainedEarningsMember 44101297 2023-12-31 fsa:ContributedCapitalMember 44101297 2023-12-31 fsa:RetainedEarningsMember iso4217:USD pure Årsrapport 2023-06-02 2023-12-31 2024-07-01 44101297 2024-07-01 2023-06-02 Reporting class B KPMG P/S 2100 København Ø Dampfærgevej 28 25578198 Auditor's report on audited financial statements Copenhagen 2024-07-01 KPMG 25578198 KPMG 25578198 Danielle O'Brien Dickie The Board of Directors and the Executive Board have today discussed and approved the annual report for Numerous ApS for the financial year 2 June - 31 December 2023. 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 2023 and of the results of the Company's operations for the financial year 2 June - 31 December 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. Lasse Nyberg Thomsen CEO Johan Harald Gedda Chairman Lasse Nyberg Thomsen Board Member Maja Lovisa Strang Søndergaard Board Member Danielle O'Brien Dickie Board Member Independent auditor's report To the shareholder of Numerous ApS Opinion We have audited the financial statements of Numerous ApS for the financial year 2 June - 31 December 2023, 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 2023 and of the results of the Company's operations for the financial year 2 June - 31 December 2023 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. Jesper Bo Pedersen mne42778 Simon Mohammadi Andersen mne50643 Numerous ApS Nicolai Eigtveds Gade 26, 5. DK-1402 Copenhagen København Principal activities The purpose of the company is to develop and commercialize software, including subscription and cloud services, as well as any other business activities that, in the opinion of the management, are related thereto. Development in activities and financial position The Company's income statement for 2 June - 31 December 2023 shows a loss of USD 590,920. Equity in the Company's balance sheet at 31 December 2023 stood at USD -585,140. The financial year was in line with forecast, and results for the year are considered satisfactory. Capital resources The company has lost more than half of the contributed capital, and therefore the rules regarding capital loss in the Danish Companies Act is in force. The management expect that the equity furthermore will be restored by future earnings. The parent company, Teracloud ApS, has given a letter of support to the company in which the parent company declares to guarantee the company’s obligations, if required by the necessary contributions, in order to ensure that the company can continue as a going concern. This guarantee will be in force until the annual general meeting in 2025 when the annual report for the year ended 31-12-2024 will be approved. Based on this letter of support and the Management’s assessment of the company’s prospects of future earnings, it is Management’s opinion that the company can continue as a going concern, and the financial statements are therefore presented on a going concern basis. Research and development activities Costs related to research and development activities will not be capitalized until the Company is profitable. Events after the balance sheet date No events have occurred after the balance sheet date of material importance to the annual report for 2 June - 31 December 2023. -151674 444087 -595761 4884 43 -590920 0 -590920 -590920 58831 14958 73789 80418 154207 154207 5780 -590920 -585140 1550 641892 95905 739347 154207 5780 0 -590920 5780 -590920 The annual report of Numerous ApS for 2 June - 31 December 2023 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 annual report has been prepared in USD since this is the functional currency for the Parent entity.This is the Company's first financial year. Recognition and measurement Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Other external costs Other external costs comprise costs for administrative expenses, costs of premises etc. Staff costs Staff costs comprise wages and salaries, including holiday allowance, pension and other social security costs. Financial income and expenses Financial income and expenses comprise interest income and expense, payables and transactions denominated in foreign currencies 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. 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. EquityDividends The expected dividend payment for the year is disclosed as a separate item under equity. Corporation tax and deferred tax Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities measured on the planned use of the asset or settlement of the liability, respectively. However, deferred tax is not recognised on temporary differences relating to office buildings non-deductible for tax purposes and other items where temporary differences arise at the date of acquisition without affecting either profit/loss or taxable income. Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation within the foreseeable future; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Any deferred net assets are measured at net realisable value. Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a result of changes in tax rates are recognised in the income statement or equity, respectively. Liabilities Liabilities are measured at amortised cost. The parent company, Teracloud ApS, has given a letter of support to the company in which the parent company declares to guarantee the company’s obligations, if required by the necessary contributions, in order to ensure that the company can continue as a going concern. This guarantee will be in force until the annual general meeting in 2025 when the annual report for the year ended 31-12-2024 will be approved. Based on this letter of support and the Management’s assessment of the company’s prospects of future earnings, it is Management’s opinion that the company can continue as a going concern, and the financial statements are therefore presented on a going concern basis. 444087 9 Contingent liabilities The Group's Danish entities are jointly and severally liable for tax on the Group's jointly taxed income and for certain withholding taxes such as dividend tax and royalty tax. Any subsequent corrections of the taxable income subject to joint taxation or with-holding taxes on dividends, etc., may entail an increase in the entities' liability. The Group as a whole is not liable to any other parties.