431151972024-01-012024-12-31431151972024-12-31431151972023-12-31fsa:ContributedCapitalMember431151972023-12-31fsa:RetainedEarningsMember431151972023-12-31431151972024-01-012024-12-31fsa:ContributedCapitalMember431151972024-01-012024-12-31fsa:RetainedEarningsMember431151972024-12-31fsa:ContributedCapitalMember431151972024-12-31fsa:RetainedEarningsMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:LiquidationAccountMember431151972024-01-012024-12-31cmn:ConsolidatedMember431151972024-01-012024-12-31cmn:ConsolidatedMember1431151972024-01-012024-12-31cmn:ConsolidatedMember1431151972024-01-012024-12-31cmn:ConsolidatedMember2431151972024-01-012024-12-31cmn:ConsolidatedMember3431151972024-01-012024-12-31cmn:ConsolidatedMember1431151972024-01-012024-12-31cmn:ConsolidatedMember2431151972024-12-31cmn:ConsolidatedMember431151972023-12-31cmn:ConsolidatedMemberfsa:ContributedCapitalMember431151972023-12-31cmn:ConsolidatedMemberfsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember431151972023-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember431151972023-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember431151972023-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:ContributedCapitalMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember431151972024-12-31cmn:ConsolidatedMemberfsa:ContributedCapitalMember431151972024-12-31cmn:ConsolidatedMemberfsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember431151972024-12-31cmn:ConsolidatedMemberfsa:RetainedEarningsMember431151972024-12-31cmn:ConsolidatedMemberfsa:EquityAttributableToParentMember431151972024-12-31cmn:ConsolidatedMemberfsa:MinorityInterestsMember431151972023-12-31cmn:ConsolidatedMember431151972024-01-012024-12-31cmn:ConsolidatedMember1431151972024-01-012024-12-31cmn:ConsolidatedMember1431151972024-01-012024-12-31cmn:ConsolidatedMemberfsa:ShorttermDeferredIncomeMember431151972023-01-012023-12-31431151972023-01-012023-12-31cmn:ConsolidatedMember431151972023-01-012023-12-31cmn:ConsolidatedMember1431151972023-01-012023-12-31cmn:ConsolidatedMember1431151972022-12-31cmn:ConsolidatedMemberiso4217:DKKxbrli:pure43115197Årsrapport631252045000372585934-63125The Board of Directors and the Executive Board have today considered and approved the annual report of P-Cepheo A/S for the financial year 01.01.2024 - 31.12.2024.-4500042313208-39171130The annual report is presented in accordance with the Danish Financial Statements Act.-151135811001483085407066In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2024 and of the results of their operations and the consolidated cash flows for the financial year
01.01.2024 - 31.12.2024.42103178500476962788We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.421042236250358-34789977We recommend the annual report for adoption at the Annual General Meeting.-15158592266739889952687Copenhagen02239319-35742664Henrik Bonnerup-15158592-327288500Jan Johan Kühl0025216831Chairman076408725216831Allan Bach Pedersen0290505525216831Henrik Bonnerup0-34869818445500To the shareholders of P-Cepheo A/S30868121-1553941445500We have audited the consolidated financial statements and the parent financial statements of P-Cepheo A/S for the financial year 01.01.2024 - 31.12.2024, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a
summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements
are prepared in accordance with the
Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2024 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2024 - 31.12.2024 in accordance
with the Danish Financial Statements Act.30868121-33315877295305We conducted our audit in accordance with International Standards on Auditing (ISAs) and 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 financial statements" section of this auditor’s
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.4757911519375740805Management is responsible for the preparation of consolidated financial statements and parent 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 financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue
as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements unless Management either intends to liquidate
the Entity or to cease operations, or has no realistic alternative but to do so.313439122654237425957636Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent 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 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 consolidated financial statements and the parent 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 ofnot 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 Entity’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 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 Entity’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 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 Entity to cease to continue as a going concern.Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures
in the notes, and whether the consolidated financial statements and the parent 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 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.31343912280617496385995100880054234018062329Management is responsible for the management commentary.
Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management
commentary and, in doing so, consider whether the management commentary is materially inconsistent with
the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
Moreover, it is our responsibility to consider whether the management commentary provides the information
required by relevant law and regulations.Based on the work we have performed, we conclude that the management commentary is in accordance with
the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary.-1467994710443824448324-136711476467780Copenhagen449670600108125Brian Schmit Jensen450004762547445500mne4005004267100952687State Authorised Public Accountant090296473000Marcus Rathje2999377381741509312mne5148345015059879686051509312State Authorised Public Accountant45015059142173825957636Financial highlights2024
DKK'0002023
DKK'0002022
DKK'000Key figuresRevenue519,442372,5860Gross profit/loss271,763236,250(69)Operating profit/loss(71,948)(32,729)(69)Net financials(5,828)(2,141)(6)Profit/loss for the year(57,316)(33,316)(75)Profit for the year excl
.
minority interests(35,743)(15,159)(72)Balance sheet total195,160163,3771,011Investments in property, plant and equipment1931,2430Equity10,286(30,369)981Equity excl. minority interests24,448(13,671)937Cash flows from operating activities(82,676)(39,906)3Cash flows from investing activities(193)21,4030Cash flows from financing activities87,56644,9671,009Average number of
employees3853870RatiosEquity ratio (%)12.53(8.37)92.68Financial highlights are defined and calculated in accordance with the current version of "Recommendations &
Ratios" issued by the CFA Society Denmark.Equity ratio (%)
:Equity excl. minority interests * 100
Balance sheet total3134391218278151008800Primary activitiesCepheo empowers businesses to adapt and succeed in a world of change through the passion of people and the power of Microsoft technology.
We help customers transform by bringing business and technical expertise to the table and help our customers use technology and data to make more informed decisions, optimize daily operations and bring out the very best in their people.
We support the full lifecycle of our customers’ cloud and on-premise platforms, from scoping and validation, through development and deployment, to managed services including upgrade, release and deployment services.
Cepheo has a dedicated focus on the Microsoft platform, including Dynamics 365, Power Platform and Azure withrelated services.
-151585920-7776550Development in activities and financesThe Cepheo Group was established on 1st April 2023 as a carve-out of the activities from a large global company.
At the end of the financial year, Cepheo Group had 457 employees and contractors spread across Denmark (200),Norway (112), Sweden (68) and Poland (77).
The acquisition of Axdata Denmark and Axdata Norway was completed in August 2023 and the companies were merged into Cepheo Denmark and Cepheo Norway subsequently and integration has continued in 2024.
Cepheo was awarded the Microsoft Partner of the Year award in Norway in 2024.
During this financial year, all companies in the Group have been moved to one common IT platform. The new IT platform has enabled Cepheo to optimize its business further both within each company and across the Group. All costs related to the investment in the new IT platform have been booked to the income statement this fiscal year.
The new finance system has provided better tools to manage our complex licenses subscription business. As described in more details under the Accounting Principles section, this has resulted in a correction of the booked licenses costs in 2024 related to past periods.
We have also made significant changes and investments in several business areas during the fiscal year, includingmoving a large part of the shared functions to a new Shared Service Center in Poland, moved 1st and 2nd line customer support to Poland, spin-off of the Infrastructure Managed Services business, and decentralized people from Group to the operating companies to have people closer to the customers. The changes have resulted in extraordinary restructuring costs, which have been booked to the income statement this financial year.
The revenue for the Group in the financial year is DKK 519,442k. The 2024 financial year is the first full 12 monthsperiod of operational activities. As the first financial year (2023) only had 9 months of operational activities, there are no comparable annual figures. However, the 9 months revenue growth compared to the same period last year is in line with expectations to deliver revenue growth in the range of 5-10%.
The net result is a loss of DKK 57,316k and is significantly below expectations. Main reasons are the establishment of the new IT platform and finance systems taking more effort and time than expected and the negative initial impact of the many change initiatives.
The net result after tax is positively impacted by the deferred tax asset, which management expects to utilize in the near future as results continue to improve. Management has identified key risks related to the deferred tax asset in the financial statement preparation and has prepared a sensitivity analysis to address the uncertainties. For further details, please refer to consolidated note 1.
6660076978782340Profit/loss for the year in relation to expected developmentsThis is the first full financial year for the Group. We refer to the section above “Development in activities and finances” for a description of the profit/loss for the year in relation to expected developments.27761044-6903397OutlookDue to the significantly improved result and continued topline growth the last quarter of 2024 and the first 5 months of 2025 as a result of new large customer wins, the investments and changes executed make the Group anticipate to grow the revenue with approx. 7–10% for the upcoming year, driven by organic growth, and we expect a positive result in the range of 0 to 2 DKK million.125639278-6903397
Use of financial instrumentsForeign currency risks
The Group is exposed to foreign currency risks primarily from EUR, USD, PLN, SEK and NOK due to purchase and sales transactions that are settled in currencies other than DKK. No hedging is done in respect of these currencies, as it is not considered optimal from a risk and cost point of view.
Interest rate risks
Reasonable changes in the interest rate level will have no material impact on the Group. Consequently, no agreements are made on hedging of interest rate exposure.1633774525377195Research and development activitiesThe Group focuses on developing own software to support and enhance the Microsoft standard functionality within Dynamics 365 Platform. Costs related to development and maintenance of the Cepheo Software are booked to the income statement. 100880081091030Group relationsThe primary owners are Polaris Private Equity, who have the majority vote and who are represented at the Board of Directors. These have been held both virtually through video conference and in person. Furthermore, a number of meetings have been held during the year covering specific topics including strategy updates, various oversight of projects, and general business updates.
The Board has not established any separate formal committees (e.g., remuneration committee or audit committee) due to the size of the company. The Board regularly assesses whether such committees are required in order to ensure adequate focus on e.g. risk management.
Ownership
The Group is owned approx. 67.4% by Polaris Private Equity. The following companies own more than 5% of the share capital: JMAC Holding ApS
and ERNA IT ApS.
Polaris Private Equity is a member of Active Owners Denmark (formerly called the Danish Venture Capital and Private Equity Association (DVCA)) and therefore Cepheo adheres to the guidelines and recommendations published by Active Owners Denmark and comments if any recommendations are not followed. For further information please refer to www.aktiveejere.dk
14335386468225Statutory report on corporate social responsibilityCode of conducts, ethics and anti-corruption
The Code of Conduct and anti-corruption policy is intended to reinforce the values of the Cepheo Group to remain tied to service, commitment, reliability and honesty. It links these values to exceptional standards of professional conduct that are expected of all leaders, employees, business partners and suppliers. The Business relationships- and Employee Code of Conduct and anti-corruption policy specifies our standpoint of human rights, workplace responsibilities, as well as ethics and anticorruption. We have not identified any significant risks related to anti-corruption or bribery.
New employees are introduced to both Code of Conduct and anti-corruption as part of the onboarding process. Existing employees are obligated to complete the training once a year.
Environmental and climate
We have not identified any significant risks related to environmental matters, and therefore we have not developed a formalized stand-alone policy on the topic.
However, at Cepheo we strive to reduce the climate and environmental footprint of our business. We recognize that it is inevitable for our business to have an impact on climate and environment, but we are committed to mitigate these impacts to reduce our footprint on the climate and environment.
One of our strategic focus areas is a commitment through our solutions to help humans and technology work together to make industries more efficient and sustainable.
We are also committed to strive for reducing our footprint from our own operations.
Social
We have not identified any significant risks related to social matters. No breaches to employee code of conduct have been reported to the Group. At Cepheo, we treat each other with respect, and we are committed to supporting proper terms of employment and working conditions. We aim to attract employees with passion for their work and we believe in the power of diversity, inclusion, and support of each other’s development. We are committed to promote diversity in our organization and it is an integrated part of our management strategy.Employee code of conduct
To support our commitment to ethical business, we have a Code of Conduct that represents the foundation and the ethical values for the way that we wish to do business.
The employee code of conduct serves as a guidance for our employees on how they should conduct their day-to-day business. The purpose of the code of conduct is to ensure that all employees have a clear understanding of the principles and ethical values that Cepheo wants to live up to.
The Code of Conduct has been rolled out across the Cepheo Group and all employees must complete the annualmandatory training.
Governance
We have not identified any significant risks related to human rights. In our code of conduct we have described our principles for human rights.
We take action to prevent or mitigate actual or potential adverse impacts identified and track implementation. In instances where an adverse impact has occurred, we seek to provide access to remedy (for example apologies, restitution, rehabilitation, financial or non-financial compensation, etc.). In 2024, no incidents of human rights violations have been reported within the organization.
Business ethics policy
At Cepheo, we have a zero-tolerance policy against corruption and prohibit all corrupt practices throughout our business operations. We wish to conduct our business responsibly and according to what is morally and ethically right.
Business relationships code of conduct
Cepheo depends to a high degree on the performance of our business partners, consultants, suppliers, and sub suppliers. For that reason, Cepheo has developed a Business Relationships Code of Conduct. Whistleblower policy
Cepheo Group has implemented a whistleblower scheme that provides all employees, as well as members of both Executive Management and the Board of Directors, with an alternative reporting channel in addition to the regular reporting lines. The policy ensures that employees know how to act and whom to contact if they discover or suspect fraud, bribery or conduct that is in violation of the law or Cepheo Group’s internal rules and policies.
This policy relates to serious matters that may threaten Cepheo Group’s financial performance or reputation, such as fraud, bribery, extortion, misuse of internal information, violation of financial regulations, or similar issues.
The purpose of this policy is to complement the management system, enabling both leadership and employees to anonymously report on objectionable conditions, serious transgressions, or suspicions thereof within the Group. This is intended to be done without placing the whistleblower in an uncomfortable situation or jeopardising the whistleblower’s status within the organisation. At our homepage there is a link to our whistleblowing reporting channel.
Management StructureOur commitment to good corporate governance is anchored in our rules of procedure and management structure, specifically, our Board of Directors and Management teams. DiversityCepheo strives to promote an inclusive and diverse environment. A diverse composition of both management and staff can provide many benefits, including enhanced creativity, innovation, and problem-solving, which can help identify new opportunities and ensure future growth and performance. A starting point is to create equal opportunities for individuals of all ages, genders, nationalities, religions, ideologies, and skill sets. In 2024, womenmade up 32% of the management team. We will strive to improve the share of women in the management.-148233000-13671147914219-16697467914219Statutory report on data ethics policyThe Group has during 2024 focused on implementing a new IT platform and restructure the business. This work has required much effort and has been pivotal in merging and integrating all companies properly into the Group. Unfortunately, it has meant that we have not had the resources to prioritize the work with data ethics. We expect the data ethics policy to be completed in 2025.-30368614-11691871Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 6511521-116918715194424336511521-35742664504560901670578640638599585667420449670601806232927176275812520616337827355439467171 Other financial income2024
DKK2023
DKKFinancial income from group enterprises5,407,066421,0315,407,066421,031588332602 Other financial expenses2024
DKK2023
DKKOther interest expenses959,163326,565Other financial expenses3,62594,477962,788421,042-7194792332025673 Proposed distribution of profit and loss2024
DKK2023
DKKRetained earnings(35,742,664)(15,158,592)(35,742,664)(15,158,592)5548982597585-357426641722854075508001872345454 Financial assetsInvestments in group enterprises
DKKReceivables from group enterprises
DKKCost beginning of year514,4880Additions47,740,27543,356,686Cost end of year48,254,76343,356,686Impairment losses beginning of year(514,488)0Exchange rate adjustments(914,219)0Transfers0(7,199,513)Share of profit/loss for the year(39,171,130)0Investments with negative equity value depreciated over receivables 10,940,342(10,940,342)Other adjustments(18,595,268)0Impairment losses end of year(48,254,763)(18,139,855)Carrying amount end of year025,216,831A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.In other adjustments, DKK -6,903,397 relate to adjustment of material misstatement prior years. Refer to description in accounting policies.-777203801872345455 EmployeesThe Entity has no employees other than the Executive Board. The Executive Board has not received any
remuneration.-204046501633774526 Contingent liabilitiesThe Entity serves as the administration company in a Danish joint
taxation arrangement. According to the joint
taxation provisions of the Danish Corporation Tax Act, the Entity
is therefore liable for income taxes etc. for the
jointly taxed entities, and also for obligations, if any, relating to
the withholding of tax on interest, royalties and
dividends for these entities.-5731573022393197 Related parties with controlling interest
Polaris Private Equity V K/S owns the majority of the shares in the Entity, thus exercising control. 1187875-268313028 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. No
such transactions were conducted during the financial year.2059608619555367Investments in group enterprisesInvestments in group enterprises are recognised and measured in the parent financial statements according to the equity
method.
This means that investments are measured at the pro rata share of the enterprises’ equity value plus
unamortised goodwill and plus or minus unrealised intra-group profits or losses. Reference is made to the above
section on
business combinations for more details about the accounting policies applied to acquisitions of
investments in
group enterprises.
Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises
are written down to net realisable value based on a specific assessment. If the Parent has a legal
or constructive
obligation to cover the liabilities of the relevant enterprise, and it is probable that such
obligation will involve a
loss, a provision is recognised that is measured at present value of the costs
necessary to settle the obligations at
the balance sheet date.
Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to
the reserve for net revaluation according to the equity method in equity.
Goodwill is the difference between cost of investments and fair value of the pro rata share of assets and liabilities arising
from
acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the
experience gained by Management for each business area. For one amount of goodwill, useful life has been determined based on an assessment of whether
the amount of goodwill includes intangible resources of a temporary nature that cannot be
separated and
recognised as separate assets. Useful lives are reassessed annually. The amortisation periods
used are 6 years.
Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.
21783961-377654661933177640873547429050552287910711489-39906434491297802620854921403052318330162140305253845768185033829701066844967060359771805603939069220030043104496706010928585526463678320279571011439141313812285927195159580277610446385995387-770866-1515859218833195-1815728524448324-1416235010285974518803251880321993240199324043625796634574638770141445500535018224644862052021776923341796855741951595801008800143353-7919903-6767750-831259700-6903397-6903397-8384870537719581091030864682250091421909142195020100-11691871-11691871246101930-35742664-35742664-215730666385995-7708661883319524448324-14162350-15288267864682251416229129183225883326-6028862Adjustment of material misstatement0-72093459172285475508004755085-82676490193317Acquisition of subsidiaries, net of cash acquired0-1933178286980701341264243874086468225875657014695894-428981320279571 Uncertainty relating to recognition and measurement
Management considers the accounting estimates and judgements of the deferred tax asset to be significant in the preparation of the financial statement.
The key uncertainties in the measurement of these assets are outlined below:
Spin-off of non-strategic business area
Cepheo plans to spin off a non-strategic business area during 2025. Once the spin-off is completed, it will utilize most of the deferred tax asset in Denmark for 2025. The spin-off is expected to be concluded early Q4 2025. Moving forward, the spin-off will reduce annual revenue by DKK 28-31 million and EBITDA by DKK 9-10 million.
Revenue Growth
The group anticipates revenue growth in 2025 and the subsequent years with a CAGR of 6-7%, which correspondsto an average increase of DKK 50 million per year. Management considers this growth expectation conservative compared to the available market studies, which indicate a growth range of 12-15%.
If the CAGR varies by +1%/-1% from the target, it will impact the planned revenue by DKK 20-25 million per year on average, with a corresponding effect on EBITDA of approximately DKK 1.0-1.5 million.
Management segments the revenue into recurring and non-recurring, with the latter offering higher predictabilitydue to longer-term contracts and, consequently, a lower inherent risk.
Non-recurring revenue
The non-recurring revenue, which constitutes approximately 67% of the Group's total revenue, is derived from consulting hours invoiced to customers for projects and managed services. Management calculates non-recurring revenue based on the number of productive employees, the average rate-card, and the average billing hours per employee.
An assumed 6 percentage point improvement in billability is factored into the revenue and related cost calculations, which is expected to result in an improved EBITDA of DKK 30 million starting in 2025 and beyond. Additionally, transferring 14% more hours from the Nordic workforce to our capability center in Poland is anticipated to reduce costs and enhance billability, realizing an improved EBITDA of DKK 1.0-1.5 million from 2025onwards.
The primary uncertainties stem from our ability to achieve the planned billability targets and the market conditions affecting the average rate-card. Management has prepared the following sensitivity analysis to addressthese uncertainties:
- If the assumed 6 percentage point increase in billability varies by +1ppt/-1ppt, it will impact the planned revenueby DKK 5.0-5.5 million, with a corresponding impact on EBITDA of DKK 1.0-1.5 million.- If the average rate-card differs by +1%/-1% from expectations, it will affect the revenue by DKK 3.5-4.0 million, with a full impact on EBITDA.- If the expected hours transferred to Poland vary by +10%/-10% from the target, it will impact the planned EBITDA by DKK 0.1-0.3 million.A tight follow-up on billability and resource mix has been implemented in the management system to provide early warnings on deviations from estimates, enabling quicker adjustments to the plan.
Recurring Revenue
The recurring revenue consists of selling licenses and the fixed-price portion of managed services. Management has predicted a CAGR of 3-4%. A 1 percentage point change in the recurring growth rate will have an average yearly impact on revenue of DKK 6.0-7.0 million and a derived impact on EBITDA of DKK 0.5-1.0 million.
Reduction of general and administration (G&A) costs
Following the implementation of the new IT platform, G&A costs are anticipated to decrease by 1 percentage point relative to revenue annually from 2025 to 2027, resulting in average cost efficiency gains of DKK 14 million per year. Already, DKK 11 million of these savings have been realized in 2024. The remaining savings will stem from transferring additional back-office tasks to our Shared Service Center and automating administrative processes using the AI capabilities of the new IT platform. If the cost efficiency gains deviate by 0.25 percentage point from targets, the EBITDA impact will be +/- DKK 1.5 million.
All of the above mentioned will in 2025 increase revenue by DKK 47 million, EBITDA by DKK 49 million and providea profit before tax for the period 2025-2027 of DKK 35-40 million, that can utilize the remaining of the tax losses carried forward.
These assumptions are grounded in management’s informed estimates, taking into account both historical performance and projections of future market conditions. The implementation of the new IT platform has significantly enhanced management’s ability to receive early warnings about changes in the pipeline, which can affect the number of billable hours and the volume of projects entering the sales pipeline. Management is confident that the spin-off of the non-strategic business area will be completed in 2025. However, it's important to note that any deviations from these assumptions could substantially influence the carrying value of the deferred tax asset.
2 Revenue2024
DKK2023
DKKDenmark250,412,513180,213,117Norway163,621,200116,462,390Sweden105,408,72075,910,427Total revenue by geographical market519,442,433372,585,934Consultancy and programming
380,515,001237,067,941Sale of software and other service agreements137,589,198133,679,566Other reveue1,338,2341,838,427Total revenue by activity 519,442,433372,585,9343 Other operating incomeIn 2023, other operating income contains income relating to acquisition of activity of DKK 42,313,054.4 Fees to the auditor appointed by the Annual General MeetingDeloitte
2024
DKKOther
2024
DKKTotal
2024
DKKStatutory audit services753,5000753,500Tax services135,0000135,000Other services737,2160737,2161,625,71601,625,716Deloitte
2023
DKKOther
2023
DKKTotal
2023
DKKStatutory audit services543,41868,835612,253Other assurance engagements50,000050,000Tax services103,1500103,150Other services460,0000460,0001,156,56868,8351,225,4035 Staff costs2024
DKK2023
DKKWages and salaries294,153,166237,151,172Pension costs31,080,89314,560,658Other social security costs12,593,29615,028,059337,827,355266,739,889Average number of full-time employees385387Special incentive programmesThe Group has established an incentive scheme comprising both the Board of Directors, the Executive
Management and other employees and the incentive scheme is made to motivate and retain the participants.
The incentive scheme contains 1,400,000 warrants.
The incentive scheme allows participants to subscribe for a number of warrants, each entitling the holder to buy
shares with a nominal value of DKK 0.01 in the subsidiary Cepheo A/S at a price agreed in advance.
A total of 1,125,000 warrants have been issued as of 31st December 2024.
Remuneration of
management
The Management has not received any remuneration in 2024.3856 Depreciation, amortisation and impairment losses2024DKK2023DKKAmortisation of intangible assets5,470,6981,643,157Depreciation on property, plant and equipment412,628596,1625,883,3262,239,3197 Other financial income2024
DKK2023
DKKOther interest income15,02275,525Exchange rate adjustments968,0830Other financial income739,749688,5621,722,854764,0878 Other financial expenses2024
DKK2023
DKKFinancial expenses from group enterprises431,2780Other interest expenses4,988,811388,503Exchange rate adjustments1,188,4911,990,892Other financial expenses942,220525,6607,550,8002,905,0559 Tax on profit/loss for the year2024
DKK2023
DKKCurrent tax642,8232,804,736Change in deferred tax(21,047,473)(4,358,677)(20,404,650)(1,553,941)10 Proposed distribution of profit/loss2024
DKK2023
DKKRetained earnings(35,742,664)(15,158,592)Minority interests' share of profit/loss(21,573,066)(18,157,285)(57,315,730)(33,315,877)-35742664-2157306611 Intangible assetsAcquired intangible assetsDKKGoodwillDKKCost beginning of year1,657,50028,047,406Exchange rate adjustments0(945,215)Cost end of year1,657,50027,102,191Amortisation and impairment losses beginning of year(138,125)(1,505,032)Exchange rate adjustments138,1250Amortisation for the year(469,625)(5,001,073)Amortisation and impairment losses end of year(469,625)(6,506,105)Carrying amount end of year1,187,87520,596,08612 Property, plant and equipmentOther fixtures and fittings, tools and equipment
DKKLeasehold improvements
DKKCost beginning of year1,138,502104,438Exchange rate adjustments(198,676)0Additions193,3170Cost end of year1,133,143104,438Depreciation and impairment losses beginning of year(596,162)0Depreciation for the year(343,664)(68,964)Depreciation and impairment losses end of year(939,826)(68,964)Carrying amount end of year193,31735,47413 Financial assetsInvestments in associatesDKKDepositsDKKDeferred taxDKKCost beginning of year04,762,5474,267,100Exchange rate adjustments0(67,722)0Transfers00(4,267,100)Additions18,518575,86626,208,549Disposals0(357,713)0Cost end of year18,5184,912,97826,208,549Exchange rate adjustments(1,027)00Share of profit/loss for the year55,48900Other adjustments638,50900Revaluations end of year692,97100Carrying amount end of year711,4894,912,97826,208,549
AssociatesRegistered inOwnership
%Skywlkr ASNorway44.5514 Deferred tax 2024
DKK2023
DKKIntangible assets(868)0Property, plant and equipment416,2700Receivables1,081,7200Provisions1,632,6154,267,100Tax losses carried forward23,078,8120Deferred tax26,208,5494,267,100
Changes during the year2024
DKK2023
DKKBeginning of year4,267,1000Recognised in the income statement21,047,4734,358,677Other adjustments893,976(91,577)End of year26,208,5494,267,100Deferred tax assetsFor the assumptions that the deferred tax assets are recognized, we refer to the description in note 1 "Uncertainty relating to recognition and measurement
".15 PrepaymentsPrepayments comprise various prepaid expenses. Prepayments are measured at cost.16 Contributed capitalNumberPar valueDKKNominal
valueDKKA-shares319,299,7500.013,192,997B1-shares158,004,0000.011,580,040B2-shares158,004,0000.011,580,040B3-shares1,645,8750.0116,459B4-shares1,645,8750.0116,459638,599,5006,385,99517 Other provisions Other provisions has a value as of 31.12.2024 of DKK 5,188k. Other provisions consist of recognized losses on onerous contracts. 18 Subordinate loan capitalThe subordinate loan capital is due including interests once the current owners exit.19 Non-current liabilities other than provisionsDue after
more than 12
months
2024
DKKSubordinate loan capital1,993,2401,993,240Debt after 5 years on the subordinate loan capital is DKK 0.20 Deferred incomeDeferred income is composed of income to be recognized in 2025.21 Changes in working capital2024
DKK2023
DKKIncrease/decrease in receivables792,00810,262,394Increase/decrease in trade payables etc.(6,820,870)(37,093,696)(6,028,862)(26,831,302)22 Unrecognised rental and lease commitments2024
DKK2023
DKKTotal liabilities under rental or lease agreements until maturity 22,200,38131,792,83823 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. No
such transactions were conducted during the financial year.24 SubsidiariesRegistered inCorporate
formOwnership
%Cepheo Holding A/SDenmarkA/S69.14Cepheo A/SDenmarkA/S64.38Cepheo Danmark A/SDenmarkA/S64.38Cepheo Norge ASNorwayAS64.38Cepheo Sverige ABSwedenAB64.38Cepheo Polska Sp. Z.o.o.PolandSp. Z.o.o.64.38Axdata Pty Ltd.AustraliaLtd.54.73This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act
governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year.Material errors in previous years and other adjustments in comparison figuresMaterial error in previous years
- Consolidated annual report
During the financial year 2024, it has come to Management’ attention that some of the costs were not recognized correctly in the net assets in the activity acquisition made in 2023 and that the loss on an onerous lease agreement was not recognized in 2023. As a consequence, Management of the Group has made an adjustment of the comparison figures adjusted in equity in the beginning of the year 2024. Comparative figures of the Group have been restated accordingly, which has affected the following financial statement lines for 2023: Other operating income decreased with DKK 13,044k, Other external expenses has increased with DKK 6,512k, tax on profit/loss of the year increased (income) with DKK 4,267k, accounts payable increased with DKK 13,044k, other provisions has increased with DKK 6,512k and deferred tax asset increased with DKK 4,267k.
Furthermore, it has come to Management's attention, that the average number of employees in note 5, last year stated 438, which included external subcontracters. Therefore an adjustment has been made to an average of 387 employees in 2023.
Material error in previous years
- Parent annual report
During the financial year 2024, it has come to Management’ attention that in the subsidiaries, some of the costs were not recognized correctly in the net assets in the activity acquisition made in 2023 and that the loss on an onerous lease agreement was not recognized in 2023. As a consequence, Management of the
Company has made an adjustment of the comparison figures adjusted in equity in the beginning of the year 2024. Comparative figures of the Company have been restated accordingly, which has affected the following financial statement lines for 2023: Income from investments in group enterprises decreased with DKK 6,903k, and receivables from group enterprises decreased with DKK 6,903k.
Other adjustments in comparison figures
In connection with the preparation of the annual report, reclassifications have been made in the comparison figures. These changes have no impact on the income statement or the total equity, but are solely presentational changes between individual financial statement lines.Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic
benefits will flow to the Entity, and the value of the asset can be measured reliably.
Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a
result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the
value of the liability can be measured reliably.
On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial
recognition is effected as described below for each financial statement line item.
Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm
or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and
measurement.
Income is recognised in the income statement when earned, whereas costs are recognised by the amounts
attributable to this financial year. Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in any other way possibly or actually exercising controlling influence.
Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies.
Subsidiaries’ financial statement line items are recognised in full in the consolidated financial statements. Minority interests’ pro rata shares of the profit/loss and the net assets are disclosed as separate items in Management's proposal for the distribution of net profit/loss and equity, respectively.
Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition date, with net assets having been calculated at fair value.Business combinationsNewly acquired or newly established enterprises are recognised in the financial statements from the time
of acquiring or establishing such enterprises.
The purchase method is applied at the acquisition of new enterprises, under which identifiable assets and
liabilities of these enterprises are measured at fair value at the acquisition date. Provisions for costs of
restructuring of the enterprise acquired are only made in so far as such restructuring was decided by the
enterprise acquired prior to acquisition. Allowance is made for the tax effect of restatements.Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets
and liabilities taken over are recognised in intangible assets, and they are amortised systematically over
the income statement based on an individual assessment of their useful lives. Useful life is reassessed annually. Negative balances (negative
goodwill) are recognised as income in the income statement.RevenueRevenue from the sale of services is recognised
in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and
sales discounts and is measured at fair value of the consideration fixed.Contract work in progress is included in revenue based on the stage of completion so that revenue
corresponds to the selling price of the work performed in the financial year (the percentage-of-completion
method).Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary
activities, comprising badwill.Cost of salesCost of sales comprises goods consumed in the financial year measured at cost.Other external expensesOther external expenses include expenses relating to the Entity’s normal activities, including expenses for
premises, stationery and office supplies, marketing costs, etc. This item also includes write-downs of
receivables recognised in current assets.Staff costsStaff costs comprise wages and salaries, social security contributions, pension contributions, etc
.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible
assets comprise depreciation, amortisation and impairment losses for the financial year.Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual enterprises’ profit/loss after full elimination of intra-group profits or losses.
Income from investments in associatesIncome from investments in associates comprises the pro rata share of the individual
associates’
profit/loss after pro rata elimination of intra-group profits or losses.
Other financial incomeOther financial income comprises interest income, including
interest income on receivables from group enterprises, net capital or exchange gains on payables
and transactions in foreign currencies, and tax relief under the Danish
Tax Prepayment Scheme etc.Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group
enterprises, net capital or exchange losses on payables and transactions in foreign currencies,
and tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the
income statement by the portion attributable to the profit for the year and recognised directly in equity by
the
portion attributable to entries directly in equity.The Parent is jointly taxed with all of its Danish group enterprises. The current Danish income tax is allocated
among
the jointly taxed entities proportionally to their taxable income (full allocation with a refund
concerning tax losses).GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from
acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by
Management for each business area. For one amount of goodwill, useful life
has been determined based on an assessment of whether the amount of goodwill includes
intangible resources of a temporary nature that cannot be
separated and recognised as separate assets. Useful
lives are reassessed annually. The amortisation period used is 6 years.
Goodwill is written down to the lower of recoverable amount and carrying amount.Intellectual property rights etc.Intellectual property rights etc. comprise development projects completed and acquired intellectual property rights and prepayments for intangible assets.Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are
amortised
on a straight-line basis over their remaining duration, and licences are amortised on a straight-line basis over the term of the agreement. The
amortisation period used is 5 years.
Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount.Property, plant and equipmentOther fixtures and fittings, tools and equipment and leasehold improvements are
measured at
cost less accumulated depreciation and impairment losses.
Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of
the
asset until the time when it is ready to be put into operation.
The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line
depreciation is made on the basis of the following estimated useful lives of the assets:Useful life
Other fixtures and fittings, tools and equipment3-5 yearsLeasehold improvements3-5 yearsFor leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed
the contract period.
Estimated useful lives and residual values are reassessed annually.
Items of property, plant and equipment are written down to the lower of recoverable amount and carrying
amount.Investments in associatesInvestments in associates are recognised and measured according to the equity method. This
means that investments are measured at the pro rata share of the associates’ equity value.
Upon distribution of profit or loss, net revaluation of investments in associates is transferred to the reserve for
net revaluation according to the equity method in equity.
Investments in associates are written down to the lower of recoverable amount and carrying amount.
Investments in associates fall within the definitions of both participating interests and associates, yet in these consolidated financial statements they have been presented as investments in associates because this designation reflects more accurately the Group’s involvement in the relevant entities.
ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and
doubtful debts.Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based
value of
assets and liabilities, for which the tax-based value is calculated based on the planned use of each
asset. However, no deferred tax is recognised for amortisation of goodwill disallowed for tax purposes and
temporary
differences arising at the date of acquisition that do not result from a business combination and
that do not have
any effect on profit or loss or on taxable income.
Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at
their
estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.Contract work in progressContract work in progress is measured at the selling price of the work carried out at the balance sheet date.
The selling price is measured based on the stage of completion and the total estimated income from the
individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total
budgeted consumption of resources.
If the selling price of a project in progress cannot be made up reliably, it is measured at the lower of costs
incurred and net realisable value.
Each contract in progress is recognised in the balance sheet in receivables or liabilities other than provisions,
depending on whether the net value, calculated as the selling price less prepayments received, is
positive or negative.Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's
taxable income, adjusted for prepaid tax.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at
cost.CashCash comprises bank deposits.Minority interestsOn initial recognition, minority interests are measured at the minority interests’ share of the acquiree’s net assets measured at fair value. No goodwill related to the minority interests’ equity interests in the acquiree is recognised.Other provisionsOther provisions comprise anticipated costs of loss on contract work in progress.
Other provisions are recognised and measured as the best estimate of the expenses required to settle the
liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the
balance sheet date are measured at their discounted value.
Once it is probable that total costs will exceed total income from a contract in progress, provision is made
for the total loss estimated to result from the relevant contract.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Prepayments received from customersPrepayments received from customers comprise amounts received from customers prior to delivery of the
goods agreed or completion of the service agreed.Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income
is measured at cost.Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities, and cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating
profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments, and purchase, development, improvement and sale,
etc. of intangible assets and property, plant and equipment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash.
The cash flow statement shows cash flows from operating, investing and financing activities, and cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating
profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments, and purchase, development, improvement and sale,
etc. of intangible assets and property, plant and equipment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash.
trueGrundlag for konklusionKonklusion2025-07-032025-07-0333963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, stor virksomhed2023-12-312023-01-0133963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2024-12-312024-01-01P-Cepheo A/S43115197ÅrsrapportKøbenhavn S23006WeidekampsgadeKøbenhavnKøbenhavn V17991Paulas Passage2025-07-03Allan Bach Pedersen