44181770 2023-12-31 44181770 2023-12-31 fsa:ContributedCapitalMember 44181770 2023-12-31 fsa:SharePremiumMember 44181770 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 44181770 2023-12-31 fsa:RetainedEarningsMember 44181770 2023-07-11 fsa:CompletedDevelopmentProjectsMember 44181770 2023-07-11 fsa:DevelopmentProjectsInProgressMember 44181770 2023-12-31 fsa:CompletedDevelopmentProjectsMember 44181770 2023-12-31 fsa:DevelopmentProjectsInProgressMember 44181770 2023-07-11 2023-12-31 44181770 2023-07-11 2023-12-31 gsd:RegisteredReportingPeriodDeviatingFromReportedReportingPeriodDueArbitraryDatesMember 44181770 2023-07-11 2023-12-31 1 44181770 2023-07-11 2023-12-31 memberOfBoardIdentifier_executive_board_1 44181770 2023-07-11 2023-12-31 memberOfBoardIdentifier_board_of_director_1 44181770 2023-07-11 2023-12-31 memberOfBoardIdentifier_board_of_director_2 44181770 2023-07-11 2023-12-31 memberOfBoardIdentifier_board_of_director_3 44181770 2023-07-11 2023-12-31 memberOfBoardIdentifier_board_of_director_4 44181770 2023-07-11 2023-12-31 2 44181770 2023-07-11 2023-12-31 fsa:RetainedEarningsMember 44181770 2023-07-11 2023-12-31 fsa:ContributedCapitalMember 44181770 2023-07-11 2023-12-31 fsa:SharePremiumMember 44181770 2023-07-11 2023-12-31 fsa:ReserveForDevelopmentExpenditureMember 44181770 2023-07-11 2023-12-31 fsa:RetainedEarningsMember 44181770 2023-07-11 2023-12-31 fsa:CompletedDevelopmentProjectsMember 44181770 2023-07-11 2023-12-31 fsa:DevelopmentProjectsInProgressMember iso4217:EUR pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2023-07-11 2023-12-31 2023-07-11 2023-12-31 44181770 CM Navigator A/S Klubiensvej 22 2150 Nordhavn København 2023-07-11 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2024-05-07 Simon Christensen Regnskabsklasse B Revisionspåtegning The Executive Board and Board of Directors have today considered and adopted the Annual Report of CM Navigator A/S for the financial year 11 July - 31 December 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 at 31 December 2023 of the Company and of the results of the Company operations for 2023. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. 2024-05-07 Nordhavn Simon Christensen CEO Bjørn Norholdt Eckford-Olsen Chairman Simon Christensen Mads Frank Markussen Indrek Aigro To the shareholders of CM Navigator A/S Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2023 and of the results of the Company´s operations for the financial year 11 July - 31 December 2023 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of CM Navigator A/S for the financial year 11 July - 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”). 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 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 about 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 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 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 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 Management’s Review. Our opinion on the Financial Statements does not cover 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 Management’s Review and, in doing so, consider whether 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 Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review 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 Management’s Review. Hellerup 2024-05-07 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Ulrik Ræbild State Authorised Public Accountant mne33262 Oliver Svane State Authorised Public Accountant mne49837 Key activities The company's activities mainly consist of development of IT solutions within trade and logistics as well as related business. Development in the year The income statement of the Company for 2023 shows a loss of EUR 825,494, and at 31 December 2023 the balance sheet of the Company shows a positive equity of EUR 517,804. Capital resources In the financial year the Company experienced a significant loss, leading to short-term liabilities surpassing its current assets on the balance sheet. The Parent Company has issued a letter of support ensuring the Company's capital resources is sufficient to continue operations and pay all obligations as these falls due going through 2024.The letter of support is valid until the general meeting in 2025.For further details refer to Note 1. Unusual events The financial position at 31 December 2023 of the Company and the results of the activities and cash flows of the Company for the financial year for 2023 have not been affected by any unusual events. Subsequent events After the balance sheet date, the Company has carried out a capital increase of DKK 9,000,000 to strengthen the Company's capital resources. No other events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. -724157 222801 112269 -1059227 1745 4240 -1061722 -236228 -825494 -825494 1087848 150499 1238347 1238347 14693 106992 239128 18517 379330 37073 416403 1654750 134330 0 117389 266085 517804 2900 2900 72560 57229 909583 94674 1134046 1134046 1654750 134330 1208968 0 0 0 0 0 -825494 0 -1208968 0 1208968 0 0 117389 -117389 134330 0 117389 266085 In the financial year the Company experienced a significant loss, leading to short-term liabilities surpassing its current assets on the balance sheet. The Parent Company has issued a letter of support ensuring the Company's capital resources is sufficient to continue operations and pay all obligations as these fall due going through 2024.The letter of support is valid until the general meeting in 2025. 196095 24722 1984 222801 4 3817 70 353 OtherFinanceExpenses 4240 -239128 2900 -236228 0 0 1200117 150499 1200117 150499 0 0 112269 0 112269 0 1087848 150499 Development projects consist of the IT platform "CM Navigator" used in the commodity business collection bids and offers for a number of agricultural commodities together with an extensive freight calculator collection freight prices for a huge number of routes. This development project is expected to contribute positively to the Company's future income. All development projects are conducted in close collaboration with the market, including the company's customers and partners, to ensure minimal errors and setbacks. Other contingent liabilities The Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of CM Holding A/S, which is the management company of the joint taxation purposes. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability. In addition, the company has no collateral or contingent liabilities as per. December 31, 2023. Consolidated Financial Statements The Company is included in the Group Annual Report of the Parent Company: Name Place of registered office CM Holding A/S Klubiensvej 22, 2150 Nordhavn The Annual Report of CM Navigator A/S for 2023 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C. The Financial Statements for 2023 are presented in EUR. 1 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. Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity. Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement Revenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Company. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Other external expenses comprise expenses for sales as well as office expenses, etc. With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue and other external expenses. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Amortisation, depreciation and impairment losses comprise amortisation and impairment of intangible assets. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity. The Company is jointly taxed with the Group's other Danish companies. The tax effect of the joint taxation is allocated to Danish enterprises in proportion to their taxable incomes. Costs of development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Company’s development activities. Development projects that are clearly defined and identifiable and in respect of which technical feasibility, sufficient resources and a potential future market or development opportunity in the enterprise can be demonstrated, and where it is the intention to manufacture, market or use the project, are recognised as intangible assets. This applies if sufficient certainty exists that the value in use of future earnings can cover cost of sales, distribution and administrative expenses involved as well as the development costs. Development projects that do not meet the criteria for recognition in the balance sheet are recognised as expenses in the income statement as incurred. Capitalised development costs are measured at cost less accumulated amortisation and impairment losses or at a lower recoverable amount. An amount corresponding to the recognised development costs is allocated to the equity item 'Reserve for development costs'. The reserve comprises only development costs recognised in financial years beginning on or after 1 January 2016. The reserve is reduced by amortisation of and impairment losses on the development projects on a continuing basis. As of the date of completion, capitalised development costs are amortised on a straight-line basis over the period of the expected economic benefit from the development work. The amortisation period is 5 year. The carrying amounts of intangible assets are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation. If so, the asset is written down to its lower recoverable amount. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Prepayments comprise prepaid expenses concerning subscriptions. Deferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes on the basis of the intended use of the asset and settlement of the liability, respectively. Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off 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 will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Current tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Debts are measured at amortised cost, substantially corresponding to nominal value.