Årsrapport34209936Grant Thornton, Godkendt RevisionspartnerselskabLautrupsgade, 112100, København Ø2024-02-062024-12-3144615584MS NewCom ApSKongevejen4182840HolteGrant Thornton, Godkendt Revisionspartnerselskab34209936Kasper Sone Randrupstatsautoriseret revisormne36175Lautrupsgade112100København ØDanmark+45 33 110 220info@dk.gt.com2025-06-27Benjamin KramarzRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningCaseWare fra Revisorgruppen DanmarkkapitalejerneKøbenhavn2025-06-27Holte2025-06-27Grundlag for konklusionKonklusionPengestrømme i alt Pengestrømme i altThe key figures appearing from the survey have been calculated as follows: Acid test ratio Current assets x 100 / Short term liabilities other than provisions Solvency ratio Equity less non-controlling interests, closing balance x 100 / Total assets, closing balance Return on equity *Profit x 100 / Average equity exclusive of non-controlling interests *Profit Net profit or loss for the year less non-controlling interests’ share hereof The key figures appearing from the survey have been calculated as follows: Acid test ratio Current assets x 100 / Short term liabilities other than provisions Solvency ratio Equity less non-controlling interests, closing balance x 100 / Total assets, closing balance Return on equity *Profit x 100 / Average equity exclusive of non-controlling interests *Profit Net profit or loss for the year less non-controlling interests’ share hereof49503404-50000392483170311297407142113-500000352137522493806349270673212434713751346418-1100053857063482375190333134823751542832259783595-15786028413580028013580028001938397539150503915051938397513971533193839752379531602072000166493826766602408370216649381777076704185446916649385582600221048913003564523564520352137518988523154671481043263629777611193449751125000001125000003750000017313404397293500003043031392512026142644614090171225201479839117039382604839117039385582600221048913538570634823754903978-3532375-9492582500007971020224938062495403970860-4713482051105680015862600-18660281-1586260015000000016268000158626006245303133045315862600177807400-99730177707670177707670357853970292378205391380392483170132000009101669300216693002166930021669300231129743112974311297431129741358002813580028000000035213750352137503521375MS BidCo ApSApSRudersdal65.01MS TopCo ApSApSRudersdal100Mansoft A/SA/SRudersdal100391505391505391505391505391505391505375000003750000040000400003164523564523564521550614815506148155061481550614803521375035213753482375-3900015506148155061481898852315467148311297400-3521375-224938063492701346418-11000345970-93531810-13940150000147098010297512200-1106810188270-19403130-107103550166930020-297512200Today, the Board of Directors and the Managing Director have approved the annual report of MS NewCom ApS for the financial year 6 February - 31 December 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2024, and of the results of the Group and the Company's operations and cash flows for the financial year 6 February – 31 December 2024. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Benjamin KramarzBenjamin KramarzJesper HørsholtDavid la Cour KjærumWe have audited the consolidated financial statements and the parent company financial statements of MS NewCom ApS for the financial year 6 February to 31 December 2024, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity, statement of cash flows and notes for both the Group the Parent Company. The consolidated financial statements and the parent company financial statements are prepared under the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2024, and of the results of the Group and the Company's operations and cash flows for the financial year 6 February - 31 December 2024 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 Consolidated Financial Statements and the Parent Company Financial Statements” section of our report. We are independent of the Group 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 consolidated financial statements and parent company 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 consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements and the parent company financial statements, Management is responsible for assessing the Group´s and the Parent 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 consolidated financial statements and the parent company financial statements unless Management either intends to liquidate the Group or 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 consolidated financial statements and the parent company 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 consolidated financial statements and parent company financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements and the parent 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 Group´s and 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 consolidated financial statements and the parent company 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 Group´s and 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 consolidated financial statements and the parent company 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 Group and the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the consolidated financial statements and the parent company financial statements, including the disclosures, and whether the consolidated financial statements and the parent company financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements and the parent company financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. 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 Management’s Review Management is responsible for Management’s Review. Our opinion on the consolidated financial statements and the parent company 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 consolidated financial statements and the parent company financial statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the consolidated financial statements and the parent company 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, we conclude that 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 Management’s Review. -41000017781000Pengestrømme i altPengestrømme i altPengestrømme i altPengestrømme i altPengestrømme i alt282.8LikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgrad34.736Development in activities and financial matters The gross loss for the parent company for the year totals DKK -50.000. Income or loss from ordinary activities after tax totals DKK 3.482.375. The gross profit for the group for the year totals DKK 49.503.404. Income or loss from ordinary activities after tax totals DKK 5.385.706. The board consists of: Benjamin Kramarz (chairman); board member in: - MS TopCo ApS (chairman) - SoftwareCentral A/S (chairman) - Mansoft A/S (chairman) - Continia TopCo ApS (chairman) - Continia Software A/S (chairman) - Continia MidCo ApS (chairman) - C&B TopCo ApS (chairman) - C & B Systemer A/S (chairman) - Ainavda HoldCo AB - VIA Partners Top-Up II K/S - VIA Partners Top-Up III K/S - VIA Partners IV K/S - VIA Partners A K/S - VIA Partners V K/S - VIA Partners B K/S - VIA Partners C K/S (chairman) - INTERFORM A/S (chairman) - InterForm Topco ApS (chairman) - InterForm MidCo ApS - HoldCo af 24. Februar 2025 ApS (chairman) - BidCo af 24. Februar 2025 ApS (chairman) - SWC BidCo ApS (chairman) - MS BidCo ApS (chairman) - SWC NewCo ApS (chairman) - MS NewCom ApS (chairman) Benjamin Kramarz is also the managing director and 100% owner of Kramarz Holding ApS, as well as the managing director of VIA Equity A/S, VIA Equity GP ApS, SWC NewCo ApS, MS NewCom ApS, Bidco af 24. februar 2025 ApS, HoldCo af 24. februar 2025 ApS, and Kramarz Holding ApS. David la Cour Kjærum; board member in: - ITF TopCo ApS - ITF MidCo ApS - IT Forum Gruppen A/S - MS NewCom ApS - MS BidCo ApS - MS TopCo ApS - Mansoft A/S - SWC NewCo ApS - SWC BidCo ApS - SoftwareCentral A/S - SC TopCo Oy - SC MidCo Oy - SC BidCo Oy - Saarni Cloud Oy David la Cour Kjærum is also the managing director and 100% owner of HLHM Holding ApS. Jesper Hørsholt; board member in: - Via Partners A K/S - Via Partners V K/S - Via Partners B K/S - MS Newcom ApS - SWC NewCo ApS - Via Partners Iv K/S - Via Partners Top-Up II K/S - Via Partners Top-Up III K/S - Via Partners C K/S - Doc BidCo AB Jesper Hørsholt is also managing director and 100% owner of WJH Holding ApS. Risk Assessment and Risk Management The Board of Directors and the Executive Board determine and approve overall policies, procedures and controls of important areas in the day-to-day operation of the company. The foundation for this is a clear organizational structure, clear guidelines, authorization and certification procedures and separation of persons. The Board of Directors and the Executive Board regularly (at least annually) assess significant risks and internal controls in connection with the company's activities. On this basis, ongoing actions are evaluated and adopted to eliminate and/or reduce risks, including business and financial risks. As part of the risk assessment, the Board of Directors and the Executive Board annually assess the risk of fraud and the measures taken to reduce and/or eliminate these risks. Business and Financial Risks The most important business risks include the ability to be strongly positioned in the markets the company operates in. It is important for the company to be at the forefront of technological development to maintain the company's market shares. MS NewCom ApS is exposed to several financial risks, including market risks (currency and interest rate risks) as well as liquidity and financing risks. MS NewCom ApS has a fiscal policy that sets the overall framework for financial risk management. It is the company's policy not to engage in speculation of financial risks. The company's financial policy focuses only on the management and reduction of the financial risks that are a direct consequence of the company’s operations, investments and financing. Environment The company and the management focus on a good working environment. The company focuses as far as possible on improving the general environment. The annual report for MS NewCom ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class C enterprises (medium sized enterprises). The annual report is presented in DKK. The annual report comprises the first financial year and hence comparative figures are not available. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, write-downs for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the group and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the group and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the presentation of the annual report and concern matters that exist on the reporting date. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Fixed assets acquired and paid for in foreign currency are measured at the exchange rate prevailing at the date of the transaction. Gross profit Gross profit comprises the revenue, other operating income, and external costs. The enterprise will be applying IAS 18 as its basis of interpretation for the recognition of revenue. Revenue comprises the value of services provided during the year, including outlay for customers less VAT and price concessions directly associated with the sale. Revenue is recognised in the income statement on the completion of sales. This is generally considered to be the case when: The service has been provided before the end of the financial year A binding sales agreement exists The sales price has been determined Payment has been received, or is anticipated with a reasonable degree of certainty. This ensures that recognition does not take place until the total income and costs and stage of completion at the reporting date can be reliably validated and it seems probable that the economic benefits, including payments, will flow to the enterprise. Cost of sales comprises costs concerning purchase of licenses and other related direct costs, less discounts. Other external expenses comprise expenses incurred for distribution, sales, advertising, administration, premises, loss on receivables, and operational leasing costs. Depreciation, amortisation, and write-down for impairment Depreciation, amortisation, and write-down for impairment comprise depreciation on, amortisation of, and write-down for impairment of intangible and tangible assets, respectively. Results from investments in group enterprises After full elimination of intercompany profit or loss less amortised consolidated goodwill, the equity investment in the individual entities are recognised in the income statement of the parent as a proportional share of the entities' post-tax profit or loss. Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, financial expenses from financial leasing, realised and unrealised capital gains and losses relating to securities, debt and transactions in foreign currency, amortisation of financial assets and liabilities as well as surcharges and reimbursements under the advance tax scheme, etc. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. The parent and the Danish group enterprises are subject to Danish rules on compulsory joint taxation of Danish group enterprises. The parent acts as an administration company in relation to the joint taxation. This means that the total Danish income tax payable by the Danish group companies is paid to the tax authorities by the company. The current Danish income tax is allocated among the jointly taxed companies proportional to their respective taxable income (full allocation with reimbursement of tax losses). Investments in group enterprises Investments in group enterprises are recognised and measured by applying the equity method. The equity method is used as a method of consolidation. Investments in group enterprises are recognised in the statement of financial position at the proportionate share of the enterprise's equity value. This value is calculated in accordance with the parent's accounting policies with deductions or additions of unrealised intercompany gains and losses as well as with additions or deductions of the remaining value of positive or negative goodwill calculated in accordance with the acquisition method. Negative goodwill is recognised in the income statement at the time of acquisition of the equity investment. If the negative goodwill relates to contingent liabilities acquired, negative goodwill is not recognised until the contingent liabilities have been settled or lapsed. Consolidated goodwill is amortised over its estimated useful life, which is determined on the basis of the management's experience with the individual business areas. Consolidated goodwill is amortised on a straight-line basis over the amortisation period, which represent 5-20 years. The depreciation period is determined on the basis of an assessment that these are strategically acquired enterprises with a strong market position and a long-term earnings profile. Investments in group enterprises with a negative equity value are measured at DKK 0, and any accounts receivable from these enterprises are written down to the extent that the account receivable is uncollectible. To the extent that the parent has a legal or constructive obligation to cover an negative balance that exceeds the account receivable, the remaining amount is recognised under provisions. To the extent the equity exceeds the cost, the net revaluation of equity investments in group enterprises transferred to the reserve under equity for net revaluation according to the equity method. Dividends from group enterprises expected to be adopted before the approval of this annual report are not subject to a limitation of the revaluation reserve. The reserve is adjusted by other equity movements in group enterprises. Newly acquired or newly established companies are recognised in the financial statement as of the time of acquisition. Sold or liquidated companies are recognised until the date of disposal. On the acquisition of enterprises, the acquisition method, the uniting-of-interests method or the book value method is applied, cf. the above description under Business combinations. Deposits Deposits are measured at amortised cost and represent lease deposits, etc. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value. The company has chosen to use IAS 39 as a basis for interpretation when recognising impairment of financial assets, which means that impairments must be made to offset losses where an objective indication is deemed to have occurred that an account receivable or a portfolio of accounts receivable is impaired. If an objective indication shows that an individual account receivable has been impaired, an impairment takes place at individual level. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. Prepayments Prepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand. Equity Treasury shares Purchase prices and sales prices of own shares are recognised directly in equity. The capital reduction arising from the cancellation of own shares will reduce the share capital by an amount corresponding to the nominal value of the shares and increase the results brought forward, respectively. The dividend of own shares is recognised directly in equity under retained earnings. Reserve for net revaluation according to the equity method The reserve for net revaluation according to the equity method comprises net revaluation of equity investments in subsidiaries, associates and equity interests proportional to cost. The reserve may be eliminated in the event of losses, realisation of equity investments, or changes in the accounting estimates. The reserve cannot be recognised by a negative amount. Income tax and deferred tax As administration company, MS NewCom ApS is liable to the tax authorities for the subsidiaries' corporate income taxes. Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Tax receivables from group enterprises" or "Income tax payable to group enterprises" Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisions Mortgage loans and bank loans are thus measured at amortised cost which, for cash loans, corresponds to the outstanding payables. For bond loans, the amortised cost corresponds to an outstanding payable calculated as the underlying cash value at the date of borrowing, adjusted by amortisation of the market value on the date of the borrowing effectuated over the repayment period. Other liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. Deferred income Payments received concerning future income are recognised under deferred income. The cash flow statement shows the cash flows of the group and parent for the year, divided in cash flows deriving from operating activities, investment activities and financing activities, respectively, the changes in the liabilities, and group and parent’ cash and cash equivalents at the beginning and the end of the year, respectively. The effect on cash flows derived from the acquisition and sale of enterprises appears separately under cash flows from investment activities. In the statement of cash flows, cash flows derived from acquirees are recognised as of the date of acquisition, and cash flows derived from sold enterprises are recognised until the date of sale. Cash flows from operating activities Cash flows from operating activities are calculated as the group's and moderselskabet's share of the profit adjusted for non-cash operating items, changes in the working capital, and corporate income tax paid. Dividend income from equity investments are recognised under “Interest income and dividend received”. Cash flows from investment activities Cash flows from investment activities comprise payments in connection with the acquisition and sale of enterprises and activities as well as the acquisition and sale of intangible assets, property, plant, and equipment, and investments, respectively. Cash flows from financing activities Cash flows from financing activities include changes in the size or the composition of the group's and moderselskabet's share capital and costs attached to it, as well as raising loans, repayments of interest-bearing payables and payment of dividend to shareholders. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and short-term financial instruments with a term of less than 3 months, which can easily be converted into cash and cash equivalents and are associated with an insignificant risk of value change. 7. Deferred tax assets Deferred tax arises from differences between tax and accounting depreciation of property, plant, and equipment. 11. Charges and security For bank debt in a group company amounting to DKK 15 million, a suretyship has been provided, limited to 65.01%. The company's total security for group enterprises amounts to a maximum of DKK 9.751.500. 12. Contingencies Contingent liabilities DKK in thousands Lease liabilities 1.411 Total contingent liabilities 1.411 Joint taxation The company acts as administration company for the group of companies subject to the Danish scheme of joint taxation and is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, to pay the total corporation tax. The company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. Any subsequent adjustments of corporate taxes or withholding taxes, etc., may result in changes in the company's liabilities. 13. Related parties Controlling interest VIA equity Fund B K/S, Hørmarken 2, 3520 Farum Majority shareholder Intangible assets Goodwill Acquired goodwill is measured at cost with deduction of accumulated amortisation. Goodwill is amortised over the estimated useful life, which is determined on the basis of management’s experience in the individual business areas. Goodwill is amortised on a straightline basis over the amortisation period, which is 20 years. 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