BDO Statsautoriseret revisionsaktieselskabVestre Ringgade 28DK-8000 Aarhus C20222670Årsrapport2024-06-28Germaine Marie Mathieu Zelissen-ZeijenCommaxx Nordic A/SLægårdsvej 9C st.8520 LystrupRevisionspåtegning250577081999-11-15Aarhus2023-01-012023-12-312022-01-012022-12-31BDO Statsautoriseret revisionsaktieselskabVestre Ringgade288000Aarhus CDanske BankJægergårdsgade101B8000Aarhus CLystrup2024-06-28Charlotte Strømman HaveHubertus Antonius Arnoldus PeelsChairmanWillem WaaijenGermaine Marie Mathieu Zelissen-ZeijenKonklusionGrundlag for konklusionAarhus2024-06-28BDO Statsautoriseret revisionsaktieselskab20222670Morten KristensenRevisionspåtegningState Authorised Public Accountantmne4778574542392300795677426263452262877441455791151490377084-5500222-27209-1097229950067010537113740291194571-79714801600001178571-79714800-3512581178571-76202221178571-7971480210750513641210750513641169994420812669012300014368916720835443968084901649554302489460018985003796492814493086295540192586612104600010460001809641790531418161093863888772718414137196518063752440852907380366644120734638717513120000012000001643864005720-31713256876831154011339331543275141243750072500043750072500011350474944652040656836692524110168366925241101412073463871751312000000400572-31713115401101178571-2361862361863171120000001643860325687687842900625682582211624439117810348180899264475190567677426263452263125350637532095006701600001511733317635119409899809030248628774498334821075079017912300003690790179126690-7459710-274140-7733850-2050-205016999126690Regnskabsklasse BtruetrueToday the Board of Directors and Executive Board have discussed and approved the Annual Report of Commaxx Nordic A/S for the financial year 1 January - 31 December 2023. 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 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023. 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. To the Shareholder of Commaxx Nordic A/S We have audited the Financial Statements of Commaxx Nordic A/S for the financial year 1 January - 31 December 2023, 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 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. Basis for Opinion Grundlag 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. 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. Principal activities The company's activities comprise in sales of electronic devices to the Scandinavian market. Development in activities and financial and economic position The income statement for 2023 shows a profit of DKK'000 1.179 against DKK'000 -7.971 in 2022. The balance sheet shows an equity of DKK 33.930. The Management finds this year's result satisfactory. It is in line with the expectations. The company has changed its name from Adexi A/S to Commaxx Nordic A/S during the fiscal year.This happened in connection with Commaxx International B.V.s acquisition of the company last year. The company has sold it's entire inventory to the parent company (Commaxx International B.V) during the year. The company now has no inventory of it's own. Significant events after the end of the financial year No events have occurred after the end of the financial year of material importance for the Company's financial position. Share Capital Reserve for net revaluation under the equity method Reserve for development costs Fair value reserve for hedge accounting Retained earnings Total Equity at 1 January 2023 1.200.000 0 400.572 -3.171 31.154.011 32.751.412 Proposed profit allocation 1.178.571 1.178.571 Other legal bindings Capitalized development costs -236.186 236.186 0 Change fair value reserves Value adjustments in the year 3.171 3.171 Equity at 31 December 2023 1.200.000 0 164.386 0 32.568.768 33.933.154 Staff costs 1 Average number of full time employees 7 8 Wages and salaries 4.290.062 5.682.582 Pensions 2.116.244 391.178 Social security costs 103.481 80.899 Other staff costs 264.475 190.567 6.774.262 6.345.226 Other financial income 2 Group enterprises 312.535 0 172.110 Other interest income 637.532 0 950.067 0 Intangible assets 4 Development projects completed Cost at 1 January 2023 1.511.733 Disposals -317.635 Cost at 31 December 2023 1.194.098 Amortisation at 1 January 2023 998.090 Reversal of amortisation of assets disposed of -302.486 Amortisation for the year 287.744 Amortisation at 31 December 2023 983.348 Carrying amount at 31 December 2023 210.750 Completed development projects consist of development of new kitchen appliances. In the fiscal year of 2023, there has been revenue related to the completed development projects. The completed development projects furthermore consist of a new IT-system for internal use in the company. The IT-system is taken into use during the fiscal year. Financial non-current assets 5 Investments in subsidiaries Fixed asset investments Cost at 1 January 2023 790.179 123.000 Additions 0 3.690 Cost at 31 December 2023 790.179 126.690 Revaluation at 1 January 2023 -745.971 0 Revaluation and impairment losses for the year -27.414 0 Revaluation at 31 December 2023 -773.385 0 Exchange adjustment -205 0 Impairment losses and amortisation of goodwill at 31 December 2023 -205 0 Carrying amount at 31 December 2023 16.999 126.690 2023 2022 DKK DKK Other provisions 6 0-1 år 218.750 362.500 Contingent assets The company has a deferred tax asset of DKK'000 4,931, which has not been recognised in the balance sheet. The deferred tax asset is attributed to tax losses carried forward which are not expected to be utilised within the next 3-5 years. The deferred tax asset can be carried forward infinite. Contingent liabilities Lease commitments The company has concluded lease agreements on cars and copymachines with total lease payments are DKK'000 187. Rent commitments The company has concluded lease agreements on rent, which is non-cancellable for 11 months, with payments of DKK'000 403 and with a cancellation of 6 months with payments of DKK'000 220. Related parties 8 The Company's related parties include: Controlling interest Commaxx International B.V., Wiebachstraat 37-39, 6466 NG Kerkrade, Holland Transactions with related parties The Company did not carry out any material transactions that were not concluded on market conditions. According to section 98c, subsection 7 of the Danish Financial Statements Act information is given only on transactions that were not performed on common market conditions. The Annual Report of Commaxx Nordic A/S for 2023 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 B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Net revenue Net revenue from the sale of merchandise and finished goods is recognised in the Income Statement if supply and risk transfer to purchaser has taken place before the end of the year and if the income can be measured reliably and is expected to be received. Net revenue is recognised exclusive of VAT and less duties and discounts related to the sale. Cost of sales Cost of sales comprise costs incurred to achieve the net revenue for the year, including direct and indirect costs of raw materials and consumables. 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, as well as salary refunds. Compensations are recognised when the income is estimated to be realisable. 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. Other operating expenses Other operating expenses include items of a secondary nature in relation to the Group’s and the Company’s activities. Losses from sale of intangible and tangible fixed assets are also included. Income from investments in subsidiaries The proportional share of the results of subsidiaries, stated according to the Parent Company’s accounting policies and with full elimination of unrealised intercompany profits/losses and deduction of amortisation of added value and goodwill resulting from purchase price allocation at the date of acquisition, is recognised in the Parent Company’s Income Statement. In connection with transfers, potential profits are recognised when the economic rights related to the sold subsidiaries 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, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, 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 Acquired goodwill is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over the expected useful life which is estimated to 5 years. The period of amortisation is determined based on an assessment of the acquired Company’s position in the market and earnings profile, and the industry-specific conditions. Completed development projects are measured at cost less accumulated amortisation. Completed development projects are amortised over the expected useful life which is estimated to 5 years. 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. Financial non-current assets Investments in subsidiaries are measured in the Parent Company Balance Sheet under the equity method, which is regarded as a method of measuring/consolidation. Investments in subsidiaries are measured in the balance sheet at the proportional share of the enterprises’ carrying equity value, calculated in accordance with the Parent Company’s accounting policies with deduction or addition of unrealised intercompany profits or losses and with addition or deduction of the residual value of positive or negative goodwill calculated according to the acquisition method. Negative goodwill is recognised in the Income Statement when the equity interest is acquired. Where the negative goodwill is related to acquired contingent liabilities, the negative goodwill will be recognised as income when the contingent liabilities have been settled or cease. Net revaluation of investments in subsidiaries is transferred under equity to reserve for net revaluation under the equity value method to the extent that the carrying amount exceeds the acquisition value. Investments in subsidiaries are determined as the difference between the net selling price and the carrying amount of the disposed investment at the time of sale, including non-depreciated excess values and goodwill. Profit and loss are recognised in the Income Statement under income from investments. Impairment of fixed assets The carrying amount of intangible fixed assets 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. Inventories Inventories are measured at cost using the FIFO-principle. If the net realisable amount is lower than cost, the inventories are written down to the lower amount. The cost of merchandise as well as raw materials and consumables is calculated at acquisition price with addition of transportation and similar costs. The net realisable value of inventories is stated at the expected sales price less direct completion costs and costs incurred to execute the sale and is determined with due regard to marketability, obsolescence and development in expected sales price of the inventories. 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. Accruals, assets Accruals recognised as assets include costs incurred relating to the subsequent financial year. Other provisions for liabilities Other provisions for liabilities include the expected cost of warranty commitments, loss on work in progress, restructurings etc. and deferred tax. Warranty commitments include liabilities for improvement of work within the warranty period of 1 to 5 years. The provision for liabilities is measured and recognised on the basis of experience with warranty work. When it is likely that the total costs will exceed the total income on the contract work in progress, a provision is made for the total loss that is anticipated on the contract. 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. 250577082023-01-012023-12-31250577082023-12-31250577082022-12-31250577082022-01-012022-12-31250577082023-01-01g:ContributedCapitalMember250577082023-12-31g:ContributedCapitalMember250577082023-01-012023-12-31g:ReserveForNetRevaluationAccordingToEquityMethodMember250577082023-01-01g:ReserveForNetRevaluationAccordingToEquityMethodMember250577082023-12-31g:ReserveForNetRevaluationAccordingToEquityMethodMember250577082023-01-012023-12-31g:RetainedEarningsMember250577082023-01-01g:RetainedEarningsMember250577082023-12-31g:RetainedEarningsMember250577082023-01-012023-12-31g:ReserveForDevelopmentExpenditureMember250577082023-01-012023-12-31g:ReserveForCurrentValueOfHedgingMember250577082023-01-01g:ReserveForDevelopmentExpenditureMember250577082023-01-01g:ReserveForCurrentValueOfHedgingMember250577082023-12-31g:ReserveForDevelopmentExpenditureMember250577082023-12-31g:ReserveForCurrentValueOfHedgingMember250577082023-01-012023-12-311250577082023-01-012023-12-31g:CompletedDevelopmentProjectsMember250577082023-01-01g:CompletedDevelopmentProjectsMember250577082023-12-31g:CompletedDevelopmentProjectsMember250577082023-01-01g:DepositsLongtermInvestmentsAndReceivablesMember250577082023-01-012023-12-31g:DepositsLongtermInvestmentsAndReceivablesMember250577082023-12-31g:DepositsLongtermInvestmentsAndReceivablesMember250577082023-01-012023-12-31g:InvestmentsInGroupEnterprisesMember250577082023-01-01g:InvestmentsInGroupEnterprisesMember250577082023-12-31g:InvestmentsInGroupEnterprisesMember250577082023-01-012023-12-311250577082023-01-012023-12-312250577082023-01-012023-12-313250577082023-01-012023-12-311xbrli:pureiso4217:DKK