35813764 2025-01-01 2025-12-31 35813764 2025-01-01 2025-12-31 2 35813764 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_1 35813764 2025-01-01 2025-12-31 1 35813764 2024-01-01 2024-12-31 35813764 2025-12-31 35813764 2024-12-31 35813764 2025-01-01 fsa:ContributedCapitalMember 35813764 2025-01-01 fsa:SharePremiumMember 35813764 2025-01-01 fsa:ReserveForDevelopmentExpenditureMember 35813764 2025-01-01 fsa:RetainedEarningsMember 35813764 2025-01-01 35813764 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 35813764 2025-01-01 2025-12-31 fsa:SharePremiumMember 35813764 2025-01-01 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 35813764 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 35813764 2025-12-31 fsa:ContributedCapitalMember 35813764 2025-12-31 fsa:SharePremiumMember 35813764 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 35813764 2025-12-31 fsa:RetainedEarningsMember 35813764 2025-01-01 fsa:CompletedDevelopmentProjectsMember 35813764 2025-01-01 fsa:DevelopmentProjectsInProgressMember 35813764 2025-01-01 2025-12-31 fsa:CompletedDevelopmentProjectsMember 35813764 2025-01-01 2025-12-31 fsa:DevelopmentProjectsInProgressMember 35813764 2025-12-31 fsa:CompletedDevelopmentProjectsMember 35813764 2025-12-31 fsa:DevelopmentProjectsInProgressMember 35813764 2025-01-01 fsa:FixturesFittingsToolsAndEquipmentMember 35813764 2025-01-01 2025-12-31 fsa:FixturesFittingsToolsAndEquipmentMember 35813764 2025-12-31 fsa:FixturesFittingsToolsAndEquipmentMember 35813764 2025-01-01 fsa:DepositsLongtermInvestmentsAndReceivablesMember 35813764 2025-12-31 fsa:DepositsLongtermInvestmentsAndReceivablesMember 35813764 2025-12-31 fsa:OtherLongtermPayablesMember 35813764 2024-12-31 fsa:OtherLongtermPayablesMember 35813764 2025-12-31 fsa:OtherShorttermPayablesMember 35813764 2024-12-31 fsa:OtherShorttermPayablesMember iso4217:DKK pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2025-01-01 2024-01-01 2025-12-31 2024-12-31 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Regnskabsklasse B Revisionspåtegning true 2026-07-03 Martin Folke Vasehus The Executive Board has today considered and adopted the Annual Report of ComplyCloud ApS for the financial year 1 January - 31 December 2025. 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 at 31 December 2025 of the Company and of the results of the Company operations for 2025. In my opinion, Management's Review includes a true and fair account of the matters addressed in the Review. I recommend that the Annual Report be adopted at the Annual General Meeting. Copenhagen K 2026-07-03 Martin Folke Vasehus CEO To the shareholders of ComplyCloud ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company’s operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act.We have audited the Financial Statements of ComplyCloud ApS for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the 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 (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for Management’s Review.Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon.In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether 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 Management’s Review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, in our view, Management’s Review 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 in Management’s Review. 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 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 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. Hellerup 2026-07-03 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Kristian Højgaard Carlsen Christian Lønne State Authorised Public Accountant State Authorised Public Accountant mne44112 mne51542 ComplyCloud ApS Borgergade 24B, 3 2200 Copenhagen K 35813764 Copenhagen Strandvejen 44 2900 Hellerup Key activitiesThe Company's main activity is to conduct business with web-based software solutions and thus related business at the discretion of the Board of Directors.As of 14 August 2025, Cerivo Group was established from the acquisition of Risma Systems A/S, ComplyCloud ApS, Wired Relations ApS, and Openli ApS.Development in the yearThe income statement of the Company for 2025 shows a loss of DKK 13,964,351, and at 31 December 2025 the balance sheet of the Company shows an equity of DKK 12,702,263.The period result for the year has been affected by special items expenses that are non-recurring in nature.Uncertainty relating to recognition and measurementThe Company acknowledges the uncertainty associated with measuring and deferred tax asset and tax credit scheme including the enhanced deduction for development expenses. Refer to note 2 for further information.Unusual eventsThe financial position at 31 December 2025 of the Company and the results of the activities and cash flows of the Company for the financial year for 2025 have not been affected by any unusual events.Subsequent eventsNo events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 34402148 26452264 33220648 42763739 11045419 10487002 -9863919 -26798477 4639598 4622546 -14503517 -31421023 -539166 -1821620 -13964351 -29599403 -13964351 -29599403 26363813 30332834 0 0 26363813 30332834 252103 387365 252103 387365 274313 497066 274313 497066 26890229 31217265 2409402 1077962 94527 25375 0 94103 956284 956284 11376480 10837314 274984 291359 15111677 13282397 460823 6010704 15572500 19293101 42462729 50510366 83693 83693 0 0 20563775 23659610 -7945205 -34844334 12702263 -11101031 0 35937690 0 35937690 1401376 2449255 4294774 0 7077908 7463788 16986408 15760664 29760466 25673707 29760466 61611397 42462729 50510366 83693 0 23659610 -34844334 -11101031 0 37767645 0 0 37767645 0 0 -3095835 3095835 0 0 0 0 -13964351 -13964351 0 -37767645 0 37767645 0 83693 0 20563775 -7945205 12702263 The Company's Parent Company, Cerivo ApS, has issued a Letter of Comfort and a Letter of Subordination in favour of the Company. Under these letters, the Parent Company has undertaken to ensure that the Company is able to meet its obligations as they fall due, and has subordinated its receivables from the Company to those of other creditors.The letters are irrevocable until such time as the Company has filed its Annual Report for the financial year 2026, however no earlier than 30 June 2027.On this basis, the financial statements have been prepared on a going concern basis. Uncertainty regarding the recognition and measurement of deferred tax asset.The assumptions may be incomplete or inaccurate, and unforeseen events or circumstances may occur for which reason the actual results may differ from the estimates and judgments made.The Company acknowledges the uncertainty associated with measuring and deferred tax asset and tax credit scheme including the enhanced deduction for development expenses. This uncertainty is primarily due to the fact that the Danish Tax Authorities has denied the application for usage of the Danish tax scheme during the year. Additional, the company has filed for an increased deduction for development expenses. To address this uncertainty, management conducts a thorough assessment of the potential implications and relevant accounting treatments in accordance. This involves a careful evaluation of the likelihood of success regarding the application for the enhanced deduction, as well as an assessment of how the loss in the dispute will develop since the company is has appealed the case. The expected outcome of the tax credit scheme is assessed, and the recognition is considered a significant estimate and judgement. The amount recognised as a current tax asset is DKK 11,376,480. 29978369 38677611 2218532 3051110 459024 534511 564723 500507 33220648 42763739 40 58 During the financial year the Company has capitalized staff expenses of DKK 6,898,503 as development projects. -539166 -1821620 -539166 -1821620 55228612 0 0 6898503 6898503 -6898503 62127115 0 24895778 0 10867524 0 35763302 0 26363813 0 5 yearsOur development projects relate to the development of software which is the foundation of our product. The development projects are divided into infrastructural projects, developments projects, development of new features and not least UX-related projects. Our projects run continuously and are divided into sprints, according to the SCRUM method. The projects in 2025 have been completed and updated in operation. The projects have progressed satisfactorily, with the resources that have been available. Our software supports our entire business model, which we sell in a subscription-based form. This secures both existing and future cash flows into the Company. 904609 42633 947242 517244 177895 695139 252103 5 years years 274313 274313 274313 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:Other payables7,077,90843,401,478 0 2053726 0 33883964 0 35937690 0 1109782 7077908 6354006 Rental and lease obligationsRental and lease obligations03,624,774Other contingent liabilitiesThe Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of Triple HoldCo ApS, which is the management company of the joint taxation purposes. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability.The company has no other mutually burdensome agreements and all rent obligations have been terminated at the balance sheet date of 31.12.2025. A relocation settlement was made in January 2026, which was calculated at DKK 304,000 and paid in 2026.The group companies are jointly and severally liable for debt financing of DKK 194.367K in Thor MidCo ApS. In relation to this, a company charge ('virksomhedspant') has been registered as security for the Group's external debt.The Company does not have any other onerous contracts. The Annual Report of ComplyCloud ApS for 2025 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C.The accounting policies applied remain unchanged from last year.The Financial Statements for 2025 are presented in DKK. Recognition and measurementRevenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below.Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. Translation policiesDanish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Gains and losses arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement.Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement.Fixed assets acquired in foreign currencies are measured at the transaction date rates. RevenueRevenue from the sale of services is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Company.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Other external expensesOther external expenses comprise indirect production costs and expenses for premises, sales as well as office expenses, etc. Gross profitWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, work on own account recognised in assets and other external expenses. Staff expenses comprise wages and salaries as well as payroll expenses. Amortisation, depreciation and impairment lossesAmortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.The Company is jointly taxed with Triple HoldCo ApS. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes. Intangible fixed assetsDevelopment projects and costs relating to rights developed by the Company are capitalized in the balance sheet the year of acquisition and development. The development projects are amortised on a straight-line basis over its useful life, which is assessed at 5 years. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are:Other fixtures and fittings, tools and equipment5 years Depreciation period and residual value are reassessed annually. Impairment of fixed assetsThe carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation.If so, the asset is written down to its lower recoverable amount. Other fixed asset investments consist of deposit. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Deferred tax assets and liabilitiesDeferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off 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 will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Current tax receivables and liabilitiesCurrent tax liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses. Loans are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value. Deferred incomeDeferred income comprises payments received in respect of income in subsequent years.