Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Østre Havnegade 65 9000 Aalborg 2024-01-01 2024-12-31 2023-01-01 2023-12-31 34478171 Cylindo ApS Livjægergade 17B, 2. th 2100 København Ø 2012-04-12 København EY Godkendt Revisionspartnerselskab 30700228 Østre Havnegade 65 9000 Aalborg 2025-06-30 Jostein Pedersen Regnskabsklasse C, mellemstor virksomhed Revisionspåtegning Grundlag for konklusion Konklusion true 2025-06-30 2025-06-30 CaseWare Working Papers Copenhagen Jostein Pedersen CEO Aalborg Hans B. Vistisen Mads Obel Knøsgaard State Authorised Public Accountant mne23254 State Authorised Public Accountant mne49041 65767000 77887000 46943000 -68344000 -17986000 -9244000 4855000 8076000 Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) -20299000 -5975000 576000 -4969000 -2746000 811000 -3080000 -2453000 -19486000 -9321000 -5226000 73121000 72562000 47496000 9335000 28821000 5431000 -59.4 -15.6 -46.4 -7.7 1.2 -34.7 6.5 19.6 37.5 48.8 -109.7 -62.3 -27.9 -10 1.2 -214.8 -108.5 12.8 39.7 11.4 -74.4 -67.6 -102.1 -54.4 -96.2 116225000 120314000 5000 24994000 156602000 137479000 -40372000 7829000 27972000 25815000 704000 771000 -69048000 -18757000 1534000 1712000 6503000 4458000 -74017000 -21503000 1444000 2043000 1444000 2043000 118000 81000 285000 285000 403000 366000 1847000 2409000 15047000 13633000 4336000 17642000 810000 375000 34015000 27176000 54208000 58826000 2606000 5992000 56814000 64818000 58661000 67227000 200000 200000 20933000 0 -147151000 -73134000 -126018000 -72934000 22149000 22445000 1172000 1172000 23321000 23617000 81340000 8198000 2112000 10288000 37906000 54288000 1795000 2632000 38205000 41138000 161358000 116544000 184679000 140161000 58661000 67227000 200000 0 -73134000 0 20933000 0 -74017000 200000 20933000 -147151000 24620000 24496000 0 1232000 3352000 87000 27972000 25815000 32 31 5282000 2244000 1221000 2214000 -74017000 -21503000 7021000 105000 7126000 4978000 704000 5682000 1444000 81000 285000 37000 0 118000 285000 118000 285000 Cylindo International ApS Denmark 100 2714 858 Chaos Software Ltd. United Kingdom 100 1296 1030 Chaos Software DOOEL Macedonia 100 36 0 2005000 201000 200000 103489000 81340000 22149000 22407000 1172000 0 1172000 1172000 Today, the Executive Board has discussed and approved the annual report of Cylindo ApS for the financial year 1 January - 31 December 2024. The annual report is prepared in accordance with the Danish Financial Statements Act. In my opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024. Further, in my opinion, the Management's review gives a fair review of the matters discussed in the Management's review. I recommend that the annual report be approved at the annual general meeting. To the shareholder of Cylindo ApS We have audited the financial statements of Cylindo ApS for the financial year 1 January - 31 December 2024, which comprise 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 financial position of the Company at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence 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. 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 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 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 the 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 note 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 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. The financial ratios stated under "Financial highlights" have been calculated as follows: Operating profit/loss Profit/loss before net financials +/- Other operating income and other operating expenses Operating margin Operating profit/loss (EBIT) x 100 Revenue Gross margin Gross profit/loss x 100 Revenue Return on assets Profit/loss from operating activites x 100 Average assets Equity ratio Equity, year-end x 100 Total equity and liabilities, year-end Return on equity Profit/loss after tax x 100 Average equity The Company's primary activities are related to the development and providing visual content and software as a service to its customers. The income statement for 2024 shows a loss of DKK 74,017 thousand against a loss of DKK 21,503 thousand last year, and the balance sheet at 31 December 2024 shows a negative equity of DKK 126,018 thousand. The company submitted annual accounts for 2023 in accordance with the Danish Financial Statements Act for accounting class B, and there was no requirement for disclosure on the outlook for 2024. The company has thus lost more than 50% of the share capital and is therefore subject to the capital loss rules in the Danish Companies Act section 119. To re-establish equity, Management considers capital injections from the parent company alongside with the Company’s owns earnings in the coming years. Going Concern The Company has received letter of support from the parent company Chaos Software Holding GmbH which commits itself, for the period of at least 12 months from 26 February 2025 to continue to financially support the Company, so that the Company has sufficient liquidity for the planned activities and operations and sufficient liquidity to meet its obligations as they may mature. Based on this, the Company's management has presented the annual report under the assumptions of going concern. Currency risks The company's activities result in the fact that earnings and equity are affected by the rate development for certain currencies. The company will constantly follow the rate development and continously assess the need of covering the risk including covering expected purchases and sales. The company does not use financial instruments for now. The company's environmental policy is based on an environmentally sound operationg condition as well as on a process quality and a product quality. In 2025, revenue is expected to be in the range of DKK 120 millions, while loss for the year is expected to be in the range of DKK 25 millions. The equity amounts to DKK -126,018 thousand as of 31 December 2024. The company has thus lost more than 50% of the share capital and is therefore subject to the capital loss rules in the Danish Companies Act section 119. To re-establish equity, Management considers capital injections from the parent company alongside with the Company’s owns earnings in the coming years. The annual report of Cylindo ApS for 2024 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to medium-sized reporting class C entities. Pursuant to section 112(1) of the Danish Financial Statements Act, the Company has not prepared Consolidated financial statements. The financial statements of Cylindo ApS are included in the consolidated financial statements of Chaos Software Holding GmbH, Karlsruhe, Germany, (reg. no. HRB 270142) The accounting policies used in the preparation of the financial statements are consistent with those of last year. With reference to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been prepared. The Company's cash flows are reflected in the consolidated cash flow statement for the higher-ranking parent company Chaos Software Holding GmbH. Reporting currency The financial statements are presented in Danish kroner (DKK'000). On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses. The company has chosen to use IFRS 15 to interpret the provisions of the Danish Financial Statements Act for the recognition of revenue. Revenue is measured on the basis of the consideration promised in the contract with a customer. Amounts collected on behalf of third parties are excluded. The Company recognizes revenue when control of goods or services is transferred to the customer. All discounts and rebates granted are recognised in revenue. Revenue is recognized using the five-step model to determine the amount and timing of revenue. The amount of revenue recognized reflects the consideration the Company receives or will receive from the customer. The Company's activities are based on Software as a Service (SaaS). The Company allows its customers to create 3D master assets and materials and render product variants under a pure SaaS model. Customized library materials, 360 HD viewers, content API and customized creation capabilities are also offered. The service is provided in two phases: (1) Product platform creation phase: In the first phase, Cylindo sets up an individual online product platform for its customers and works with them to produce individual 3D visualizations of furniture and room designs in the Cylindo system landscape. (2) Subscription phase: In the second phase, customers pay regularly, usually monthly or annually, to access the Cylindo platform and related services. The customer obtains the desired visualization output through the license during the product setup phase and the online product platform which is subsequently implemented. The product setup and subscription phases are two interdependent services. Without a platform license that allows customers to access the 3D master assets created specifically for them, they cannot benefit from the product set up by Cylindo. Conversely, without the initial product setup, the customer cannot benefit from the platform license and thus generate economic value. Consequently, the customer simultaneously receives and consumes the benefits resulting from the delivery of the product platform and the continuous provision of the cloud functionalities over the individual contract period. The Company therefore recognizes both revenue realized in the creation phase and revenue realized in the subscription phase evenly over the contract period. Prepayments received from customers for software as a service contracts are accounted for as deferred revenue in the balance sheet and substantially taken to revenue over the individual contract period. The Company recognizes revenue for these services over the period of the initial software service contract. Contract costs are capitalized. For contract costs that can be clearly attributed to a specific contract, Cylindo determines when the liability is recognized whether these costs should be capitalized or immediately expensed. If expenses are capitalized as contract costs, amortization begins at the inception of the customer contract and the asset is amortized over the entire term of the contract. Other operating income comprise items secondary to the principal activities of the Company, including compensation, government grants, refund of wages and salaries, gains on the disposal of fixed assets, etc. Compensation and grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, research and development costs that do not qualify for capitalisation etc. Staff costs comprise wages and salaries, including holiday allowance and pensions, and other social security costs, etc., for the Company's employees. The item comprises amortisation/depreciation of intangible assets and property, plant and equipment. The basis of depreciation, which is calculated as cost less any residual value, is depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows: Fixtures and fittings, other plant and equipment 5 years Depreciation is based on the residual value of the asset and is reduced by impairment losses, if any. The depreciation period and the residual value are determined at the acquisition date and are reassessed annually. Where the residual value exceeds the carrying amount of the asset, no further depreciation charges are recognised. In the case of changes in the depreciation period or the residual value, the effect on the depreciation charges is recognised prospectively as a change in accounting estimates. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. The parent company is covered by the Danish rules on mandatory joint taxation of the Group's Danish group entities. Group entities are included in the joint taxation arrangement from the date at which they are included in the consolidated financial statements and up to the date when they are no longer consolidated. The parent company acts as management company for the joint taxation arrangement and consequently settles all corporate income tax payments with the tax authorities. On payment of joint taxation contributions, the Danish corporate income tax charge is allocated between the jointly taxed entities in proportion to their taxable income. Entities with tax losses receive joint taxation contributions from entities that have been able to use the tax losses to reduce their own taxable income. Tax for the year, which comprises the current income tax charge, joint taxation contributions and deferred tax adjustments, including adjustments arising from changes in tax rates, is recognised in the income statement as regards the portion that relates to the profit/loss for the year and directly in equity as regards the portion that relates to entries directly in equity. Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. The Company has chosen IAS 17 as interpretation for classification and recognition of leases. Leases that do not transfer substantially all the risks and rewards incident to the ownership to the Company are classified as operating leases. Payments relating to operating leases and any other rent agreements are recognised in the income statement over the term of the lease. The Company's aggregate liabilities relating to operating leases and other rent agreements are disclosed under "Contingent liabilities". Deposits, investments Deposits are measured at cost. Deposits are measured at cost. Investments in group entities are measured at cost. Dividends received that exceed the accumulated earnings in the group entity during the period of ownership are treated as a reduction in the cost of acquisition. Gains and losses on disposal of group entities are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses. The carrying amount of property, plant and equipment and investments in group entities is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables. Receivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts. An impairment is recognised if there is objective evidence that a receivable is impaired. Prepayments recognised under "Assets" comprise contract costs amortized over the useful life of contracts. Other prepayments comprise prepaid expenses regarding subsequent financial reporting years. Cash and cash equivalents comprise cash and deposits at banks. Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to 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. Deferred tax assets are recognised at the expected value of their utilisation; 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. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. As management company for all the entities in the joint taxation arrangement, the parent company is liable for payment of the group entities' income taxes vis à vis the tax authorities as the group entities pay their joint taxation contributions. Joint taxation contributions payable or receivable are recognised in the balance sheet as income tax receivables or payables. The Company has chosen IAS 39 as interpretation for liabilities. Other liabilities are measured at net realisable value. Deferred income Deferred revenue relates to prepayments received from customers for which revenue is recognized over time. The prepayments are recognized as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer). No material events affecting the Company's financial position have occurred subsequent to the financial year-end. By reference to section 98b(3), (ii), of the Danish Financial Statements Act, remuneration to Management is not disclosed. Prepayments comprise contract costs amortized over the usefil life of contracts and prepaid expenses regarding subsequent financial reporting years. Non-current portion of prepayments amounts to DKK 12,126 thousand as of 31 December 2024 (2023: DKK 8,905 thousand). Deferred revenue relates to prepayments received from customers for which revenue is recognized over time. The prepayments are recognized as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer). Non-current portion of deferred income amount to DKK 6,132 thousand as of 31 December 2024 (2023: DKK 6,787 thousand). Other contingent liabilities As management company, the Company is jointly taxed with other Danish group entities and is jointly and severally with other jointly taxed group entities for payment of income taxes onwards as well as withholding taxes on interest, royalties and dividends. The company has tax loss carry-forwards totalling DKK 198,218 thousand. The nominal value thereof is 22%, totalling DKK 43,608 thousand. The deferred tax asset has not been recognised in the balance sheet due to the uncertainty as to application of the tax losses in the next 3-5 years. Information about consolidated financial statements Parent Domicile Requisitioning of the parent company's consolidated financial statements Chaos Software Holding GmbH Karlsruhe, Germany www.cvr.dk Related party transactions Cylindo ApS was engaged in the below related party transactions: DKK'000 2024 Sales of services 14,402 Purchase of services 128,197 Interest expense 5,282 Capital increase (by conversion of debt facility) 20,933 Receivables from group enterprises 4,336 Payables to group enterprises (current) 37,906 Payables to group entities (non-current) 103,489 34478171 2024-01-01 2024-12-31 34478171 2023-12-31 34478171 2024-12-31 34478171 2024-12-31 1 34478171 2024-01-01 2024-12-31 1 34478171 2024-01-01 2024-12-31 2 34478171 2024-01-01 2024-12-31 1 34478171 2024-12-31 e:ReceivablesFromOwnersAndManagementMember 34478171 2024-01-01 e:FixturesFittingsToolsAndEquipmentMember 34478171 2024-01-01 2024-12-31 e:FixturesFittingsToolsAndEquipmentMember 34478171 2024-12-31 e:FixturesFittingsToolsAndEquipmentMember 34478171 2024-01-01 e:InvestmentsInGroupEnterprisesMember 34478171 2024-01-01 2024-12-31 e:InvestmentsInGroupEnterprisesMember 34478171 2024-12-31 e:InvestmentsInGroupEnterprisesMember 34478171 2024-01-01 e:ContributedCapitalMember 34478171 2024-01-01 2024-12-31 e:ContributedCapitalMember 34478171 2024-12-31 e:ContributedCapitalMember 34478171 2024-01-01 e:SharePremiumMember 34478171 2024-01-01 2024-12-31 e:SharePremiumMember 34478171 2024-12-31 e:SharePremiumMember 34478171 2024-01-01 e:RetainedEarningsMember 34478171 2024-01-01 2024-12-31 e:RetainedEarningsMember 34478171 2024-12-31 e:RetainedEarningsMember 34478171 2023-01-01 2023-12-31 34478171 2022-05-01 2022-12-31 34478171 2022-12-31 34478171 2021-05-01 2022-04-30 34478171 2022-04-30 34478171 2020-05-01 2021-04-30 34478171 2021-04-30 34478171 2024-01-01 2024-12-31 2 34478171 2023-01-01 2023-12-31 2 34478171 2022-05-01 2022-12-31 2 34478171 2021-05-01 2022-04-30 2 34478171 2020-05-01 2021-04-30 2 34478171 2024-12-31 e:LongtermPayablesToGroupEnterprisesMember 34478171 2024-12-31 e:OtherLongtermPayablesMember 34478171 2024-01-01 2024-12-31 e:SubsidiaryMember 1 34478171 2024-01-01 2024-12-31 e:SubsidiaryMember 2 34478171 2024-01-01 2024-12-31 e:SubsidiaryMember 3 34478171 2024-12-31 e:SubsidiaryMember 1 34478171 2024-12-31 e:SubsidiaryMember 2 34478171 2024-12-31 e:SubsidiaryMember 3 34478171 2023-12-31 1 34478171 2024-01-01 e:DepositsLongtermInvestmentsAndReceivablesMember 34478171 2024-01-01 2024-12-31 e:DepositsLongtermInvestmentsAndReceivablesMember 34478171 2024-12-31 e:DepositsLongtermInvestmentsAndReceivablesMember iso4217:DKK xbrli:shares xbrli:pure