26317797 2025-01-01 2025-12-31 26317797 2024-01-01 2024-12-31 26317797 2025-12-31 26317797 2024-12-31 26317797 2025-01-01 c:ContributedCapitalMember 26317797 2025-01-01 c:ReserveForDevelopmentExpenditureMember 26317797 2025-01-01 c:RetainedEarningsMember 26317797 2025-01-01 2025-12-31 c:RetainedEarningsMember 26317797 2025-01-01 2025-12-31 c:ReserveForDevelopmentExpenditureMember 26317797 2025-12-31 c:ContributedCapitalMember 26317797 2025-12-31 c:ReserveForDevelopmentExpenditureMember 26317797 2025-01-01 c:CompletedDevelopmentProjectsMember 26317797 2025-01-01 c:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember 26317797 2025-01-01 2025-12-31 c:CompletedDevelopmentProjectsMember 26317797 2025-01-01 2025-12-31 c:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember 26317797 2025-12-31 c:CompletedDevelopmentProjectsMember 26317797 2025-01-01 2025-12-31 1 26317797 2025-01-01 2025-12-31 1 26317797 2025-01-01 2025-12-31 2 26317797 2025-01-01 2025-12-31 3 26317797 2025-01-01 2025-12-31 4 26317797 2025-01-01 2025-12-31 1 26317797 2025-12-31 c:RetainedEarningsMember 26317797 2025-12-31 c:DevelopmentProjectsInProgressAndPrepaymentsForIntangibleAssetsMember 26317797 2025-01-01 c:LeaseholdImprovementsMember 26317797 2025-12-31 c:LeaseholdImprovementsMember 26317797 2025-01-01 2025-12-31 c:LeaseholdImprovementsMember 26317797 2025-01-01 c:InvestmentsInGroupEnterprisesMember 26317797 2025-01-01 c:OtherReceivablesMember 26317797 2025-01-01 2025-12-31 c:InvestmentsInGroupEnterprisesMember 26317797 2025-01-01 2025-12-31 c:OtherReceivablesMember 26317797 2025-12-31 c:InvestmentsInGroupEnterprisesMember 26317797 2025-12-31 c:OtherReceivablesMember iso4217:DKK xbrli:pure 34935176 30855514 22976369 21491629 5166002 4248540 6792805 5115345 6635821 5289078 -1021186 7657007 5289078 7657007 5289078 7657007 5289078 21985812 13842152 2867701 22691862 16709853 22768680 16815612 2506653 1543795 1021186 4221733 2855467 7549583 3739411 11771316 6594878 34539996 23410490 1320593 1320593 17699652 13033685 -3026880 18984405 11327398 6482650 6482650 6482650 6482650 1234288 1359859 1180354 1423378 3642023 1872018 9072941 5600442 9072941 5600442 34539996 23410490 1320593 13033685 -3026880 7657007 11131924 -11131924 -5149915 5149915 -1316042 1316042 1320593 17699652 20645375 19807163 1419699 1352914 22976369 21491629 -1021186 41101315 2867701 13293575 -13293575 11131924 54394890 27259163 5149915 32409078 21985812 true BDO Statsautoriseret Revisionspartnerselskab Havneholmen 2, 6. sal DK-2450 København SV 45719375 Årsrapport 2026-05-19 Eivind Bergsmyr ENCODIFY A/S Lindevangs Alle 12, 2. 2000 Frederiksberg Den uafhængige revisors erklæring 26317797 2001-10-31 Frederiksberg 2025-01-01 2025-12-31 2024-01-01 2024-12-31 BDO Statsautoriseret Revisionspartnerselskab Havneholmen 2, 6. sal 2450 Copenhagen S Today the Board of Directors and Executive Board have discussed and approved the Annual Report of ENCODIFY A/S for the fi­nan­ci­al year 1 January  - 31 December 2025. 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 2025 and of the results of the Company's operations for the fi­nan­ci­al year 1 January  - 31 December 2025. 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. Frederiksberg 2026-04-23 Claus Højbjerg Andersen Eivind Bergsmyr Chairman Martin Senning Eriksen Jakob Kemp Hessellund Mogens Nielsen To the Shareholder of ENCODIFY A/S Konklusion We ha­ve au­di­ted the Fi­nan­ci­al Sta­te­ments of ENCODIFY A/S for the fi­nan­ci­al year 1 January - 31 December 2025, which comprise income statement, Balance Sheet, sta­te­ment of chan­ges in e­qui­ty, no­tes and a summary of significant 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 assets, liabilities and financial position of the Com­pa­ny at 31 December 2025 and of the results of the Com­pa­ny's operations for the fi­nan­ci­al year 1 January - 31 December 2025 in accordance with the Da­nish Fi­nan­ci­al State­ments Act.   Basis for OpinionGrundlag for konklusion 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 (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.   Grundlag for konklusion 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 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 judgment and maintain professional skepticism 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.   Statement on Management Commentary Management is responsible for Ma­na­ge­ment Com­men­ta­ry.   Our opinion on the Fi­nan­ci­al Sta­te­ments does not cover Ma­na­ge­ment Com­men­ta­ry, 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 Com­men­ta­ry and, in doing so, consider whether Ma­na­ge­ment Com­men­ta­ry 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 Com­men­ta­ry provides the information required under the Danish Financial Statements Act.   Based on the work we have performed, we conclude that 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 of Ma­na­ge­ment Com­men­ta­ry.   Copenhagen 2026-04-23 BDO Statsautoriseret Revisionspartnerselskab 45719375 Mads Juul Hansen Den uafhængige revisors erklæring State Authorised Public Accountant mne44386 Principal activities The company's core business includes the development of its technology platform, sales, and support of solutions, along with providing support and consulting services to existing and potential future clients. Encodify’s customer target groups are: 1) Content creating agencies 2) National and international retailers The Encodify product is developed by Encodify A/S, and is implemented and delivered to the client as a hosted cloud solution. The company has offices in Copenhagen, Odense, London and Madrid, and delivers the software platform and services to customers in all countries.   Development in activities and financial and economic position In 2025, the Company achieved positive profitability, improving further on the results reported in 2024. During the year, several organizational changes were implemented. In the first half of the year, adjustments were made to senior management and the broader team structure. In August, the CEO was placed on long-term sick leave following an accident, and a new CEO assumed the role in October. Subsequently, additional resources were allocated to the commercial and delivery functions to support continued operations and growth. The Company expects to sustain profitability going forward, supported by stable revenues and disciplined cost management. The balance sheet on 31 December 2025 shows an equity of DKK'000 18,984 compared to DKK'000 11,327 year end 2024. The Company's income statement for 2025 reports a profit of DKK'000 6,636 before tax, an improvement from the pre-tax profit of DKK'000 5,289 in 2024 - an overall increase of DKK 1,347 thousand. The company’s result is satisfactory and aligns with the expectations that were set for the year.   Significant events after the end of the financial year No events have occurred after the balance sheet date which would influence the conclusions in this annual report 93.263 175.946 250.247 2.213 0 706.050 0 16.087 0 16.087 33.738 33.738 43.080 55.934 76.818 89.672 98.368 586.572 0 1.894 107.545 593.632 617.555 -35.840 28.856 981.320 DKKSha­re ca­pi­talReserve for development costsRetained profitTotal Equity at 1 January 20251.320.59313.033.685-3.026.88011.327.398 Proposed profit allocation 7.657.0077.657.007 Other legal bindingsCapitalized development costs 11.131.924-11.131.9240 TransfersDepreciations -5.149.9155.149.9150 Tax on changes in equity -1.316.0421.316.0420 Equity at 31 December 20251.320.59317.699.652-35.84018.984.405 -35.840 1 | Staff costs Ave­ra­ge num­ber of full ti­me em­ploy­ees2323 Wages and salaries 20.645.37519.807.163 Pensions 1.419.6991.352.914 Social security costs 911.295331.552 22.976.36921.491.629 23 23 911.295 331.552 2 | Depreciation, amortisation and impairment Development projects completed 5.149.9154.226.844 Leasehold improvements 16.08721.696 5.166.0024.248.540 3 | Other financial income Group enterprises 020.182 Other interest income 93.263155.764 93.263175.946 0 20.182 93.263 155.764 93.263 175.946 4 | Other financial expenses Group enterprises 25.5670 Other interest expenses 224.6802.213 250.2472.213 25.567 0 224.680 2.213 250.247 2.213 0 6 | Intangible assets DKKDevelopment projects completedDevelopment projects in progress and prepayments Cost at 1 January 2025 41.101.3152.867.701 Transfer 13.293.575-13.293.575 Additions 011.131.924 Cost at 31 December 2025 54.394.890706.050   Amortisation at 1 January 2025 27.259.1630 Amortisation for the year 5.149.9150 Amortisation at 31 December 2025 32.409.0780 Carrying amount at 31 December 202521.985.812706.050 Development projects in progress relates to the development of new versions of the Company’s existing software products, which has not yet been released at the balance sheet date.  Costs are essentially composed of internal costs in the form of salaries, IT costs as well as indirect development costs, which are registered through the company's internal project management. The projects are continuously completed, and marketing is started. The projects are progressing according to plan through the use of resources allocated by Management to the projects. The software is expected to be sold in the present market to the Company’s existing customers. Prior to the initiation of the projects, Encodify A/S has always had dialogue with relevant customers, and they indicate that the projects are needed. Costs related to market research are not capitalized. The carrying amount of development project in progress is pr. 31 December 2025 DKK'000 706. 0 706.050 0 0 0 706.050 7 | Property, plant and equipment DKKLeasehold improvements Cost at 1 January 2025 65.059Cost at 31 December 2025 65.059  Depreciation and impairment losses at 1 January 2025 48.972Depreciation for the year 16.087Depreciation and impairment losses at 31 December 2025 65.059 Carrying amount at 31 December 20250 65.059 65.059 48.972 16.087 65.059 0 8 | Financial non-current assets DKKEquity investments in group enterprisesRent deposit and other receivables Cost at 1 January 2025 33.73855.934 Disposals 0-12.854 Cost at 31 December 2025 33.73843.080   Carrying amount at 31 December 202533.73843.080 Investments in subsidiaries  Name and domicilOwnership Encodify Ltd., UK 100 % Encodify Spain S.L, ES 100 % 33.738 55.934 0 12.854 33.738 43.080 33.738 43.080 2025 DKK Other financial commitments The company has entered into lease obligations until maturity The total other financial commitments as of the balance sheet date amount to: 115.578 10 | Charges and securities As security for a balance with Danske Bank A/S, a floating charge has been created on receivables, operating equipment, fixtures and fittings as well as intellectual property rights, nom. DKK'000 6,500. The carrying amount of mortgaged assets is DKK'000 3,201. The Annual Report of ENCODIFY A/S for 2025 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 B1truetrueThe Annual Report is prepared consistently with the accounting principles applied last year.   Regnskabsklasse B true Net revenue Encodify A/S sells SaaS (Software as a Service) by hosting the software and related services as cloud-based service. The software is not installed on the customer´s own servers but on cloud servers that Encodify manages. The customers continuously receives this service, which includes license, support, and maintenance, during the term of the agreement and is recognized linearly over the contract period. The control is transferred to the customer continuously during the term of the agreement.    Sale of other services is generally recognised on the basis of a measurable degree of completion, using straight-line recognition of services delivered over time in a regular pattern. Where the degree of completion is not measurable or the sales value or the total costs of completion are uncertain, revenue is recognised by the amount that the enterprise as a maximum believes to have a right to claim and is expected to be received for services delivered at the Balance Sheet date.   Net revenue is recognised exclusive of VAT and less duties and discounts related to the sale.   Other operating income Other operating income includes items of a secondary nature in relation to the enterprises' principal activities, including profit from sale of intangible and tangible assets, operating loss and conflict compensations, reversal of provisions, as well as salary refunds. Compensations are recognised when the income is estimated to be realisable.    Work carried out on own account and capitalized as assets Work carried out on own account and capitalized as assets consists of development costs relating to staff costs and external development costs allocated to completed development projects and development projects in progress.   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.   Income from investments in subsidiaries Dividend from sub­si­dia­ri­es is recognised in the financial year in which the dividend is declared. In connection with transfers, potential profits are recognised when the economic rights related to the sold equity interests are transferred, however, at the earliest when the profit has been realised or is regarded as realisable. Moreover, realised losses other than impairments are included where identified.   Financial income and expenses Financial income and expenses include interest income and expenses, 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 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 3-5 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.    Property, plant and equipment Leasehold improvements 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 valueLeasehold improvements 5 years0 % Profit or loss on sale of property, plant and equipment 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 Investments in sub­si­dia­ri­es are measured at cost. If the cost exceeds the net realisable value, this is written down to the lower value.   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 pro­per­ty, plant and equip­ment 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.   Contract work in progress Work in progress on contract is measured at the sales value of the work performed. The sales value is measured on the basis of the degree of completion on the Balance Sheet date and the total anticipated revenue related to the specific piece of work in progress.   Accruals, assets Accruals recognised as assets include costs incur­red relating to the subsequent financial year.   Cash and cash equivalents Cash and cash equivalents include cash at bank.   Other provisions for liabilities Other provisions for liabilities include the expected cost of warranty commitments, loss on work in progress, restructurings etc., legal proceedings and deferred tax.   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. The difference between the exchange rate on the Balance Sheet date and the exchange rate at the date when the receivables or payables come into existence recognised in the Income Statement as financial income or expenses. Fixed assets acquired in foreign currencies are translated at the rate of exchange on the transaction date.