Årsrapport38751646Kovsted & Skovgård, Statsautoriseret revisionspartnerselskabBrunbjergvej, 38240, Risskov2022-02-012023-01-312023-02-012024-01-3137439541project44 A/SStrømmen69400NørresundbyKovsted & Skovgård, Statsautoriseret revisionspartnerselskabKovsted & Skovgård, Statsautoriseret revisionspartnerselskab3875164638751646René Ferrer RuizKaren Kragesand ThomsenStatsautoriseret revisorStatsautoriseret revisormne33710mne34460BrunbjergvejBrunbjergvej3382408240RisskovRisskovDanmarkDanmark70 22 09 9970 22 09 992024-08-30Jett McCandlessRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningCaseWare fra Revisorgruppen DanmarkaktionærerneAarhus2024-08-30Nørresundby2024-08-30Grundlag for konklusionKonklusion473710001418250003570000165680008278500031160000590400002645900045684000565000575000820000405400012781000242000065970009294000-230100034870009260000-32270003487000-3227000348700028200084600028200084600028200084600012073000794320001831940006024700014790001282000373900055140002004850001464750005262900030312000253114000176787000253396000177633000016000001600000-65028000-61801000-63428000-60201000287300026930002873000269300001600015100001964000509500029429400017071100078470009516000969500049803000313951000235141000316824000237834000253396000177633000-322700034870007845000986900024312000236340002893000036990000659700092970002233300027693000223330002769300005080000-508000-1600010000-1600010000223170002719500030312000311700052629000303120005262900030312000238210004255700025310002975000107000152000264590004568400031426303000545500029400038390006597000929400020230002023000117600056500017410002820000-28730001600000160000016000001600000-61801000-650690000-219000-32270003487000-65028000-61801000565000575000-140000-2420000659700092940009260000130000-54010000-8686900078855000110503000-5330000Today, the Board of Directors and the Managing Director have approved the annual report of project44 A/S for the financial year 1 February 2023 - 31 January 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 January 2024 and of the results of the Company's operations and cash flows for the financial year 1 February 2023 – 31 January 2024. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Daniel RamsgaardJett McCandlessDaniel ramsgaardTimothy James MacCarrickWe have audited the financial statements of project44 A/S for the financial year 1 February 2023 - 31 January 2024, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity, statement of cash flows and notes, for the Company. The financial statements are prepared under the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 January 2024, and of the results of the Company's operations and cash flows for the financial year 1 February 2023 - 31 January 2024 in accordance with the Danish Financial Statements Act. Basis for conclusion 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 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’s Review 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, we conclude that Management’s Review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of Management’s Review. 9073000654210003737900058790005879000263970001368000-2116000-2530800063550009294000-1694000-8573000601000-326000-10689000-2777100063853000488480001906400005080000689000825000-63468000-63142000-52453000-1798000367300010390000-689000-825000-4000-740008500042434765.841.664.851.670.68.6915.1-3.2-67.7Egen tekst herEgen tekst herEgen tekst herEgen tekst herEgen tekst her-6.82.5-3.6-16.3-74.3Egen tekst herEgen tekst herEgen tekst herEgen tekst herEgen tekst her-25-33.7-99.4-129.3-275.1The key figures appearing from the survey have been calculated as follows: Gross margin ratio Gross profit x 100 / Revenue Profit margin (EBIT margin) Operating profit or loss (EBIT) x 100 / RevenueDescription of key activities of the company The Company’s primary activities are to support the Parent Company (Project 44 Holdings Corporation) in marketing and sales activities, for their development activities over middleware DaaS and SaaS software for supply chain freight visibility. Development in activities and financial matters Profit/loss for the year amounts to DKK (3,227) k for the 12-month period ended 31 January 2024 compared to DKK 3,487k for the 12-month period ended 31 January 2023. The Company has lost more than half of the share capital, which is why the Company is subject to the capital loss rules in accordance with the section 119 of the Danish Companies Act. The Company is expected to restore equity based on future operations and capital from the Parent Company. To better accommodate the strategic and fiscal goals of the project44 Group, project44 A/S has changed its policy on collection and revenue allocation for contracts where multiple project44 Group entities are contracting, resulting in an adjustment on the revenue allocation. Financing and liquidity resources The Company has received letter of support from the Parent Company which commits itself, for the period of at least 12 months from 30 April 2024 to continue to financially support the Company, so that the Company has sufficient liquidity for the planned activities and operations and sufficient liquidity to meet its obligations as they may mature. Based on this, the Company's management has presented the annual report under the assumptions of going concern. Material errors in previous years In 2023/24, Management concluded that the Company incorrectly omitted reduction of Deferred Commission expense related to commission adjustment. Due to the significance of the matter, the Company concluded that the matters should be corrected in accordance with the provisions in section 52(2) of the Danish Financial Statements Act regarding corrections of material misstatements. The restatement impacts the comparatives, and the opening equity as follows: - In the comparatives for the one-month period 1 January – 31 January 2023, revenue, profit before tax, tax on profit for the year and profit for the year are unchanged. - The equity as of 31 January 2023 decreased by DKK 219 thousand. - The balance sheet total as of 31 January 2023 decreased by DKK 219 thousand. Outlook Our vision is to improve lives everywhere by creating a connected, predictable, and sustainable world. Our mission is to make supply chains work. As the supply chain connective tissue, we strive to optimize the movement of products globally, delivering better resiliency, sustainability, and value for our customers. The Company provides intercompany software development services to Parent company as well as provides marketing and sales services to the parent Company. Prior to FYE 2024, the Company collected its own third-party revenues and paid royalties to the Parent company and Project 44 Germany on sales utilizing US or German IP. In FYE2024, new customer contracts were established based on US and/or German IP, and no Danish IP was sold to new customers. In FYE2024, P44 Denmark collected third party revenue on legacy contracts and the contracts which the Company entered into on behalf of the parent company primarily in cases where this yields a tax or commercial advantage compared to contracting from the parent directly. The Company is not an economic owner of revenues derived from the sale of the U.S. and German product and as such can only retain revenues to the extent it equals to the arm’s length transfer pricing and any excess would be returned to the parent company to promote and support the parent Company on a global basis. Revenue for the coming year is expected to be in the range of DKK 50-100 thousand, while profit before interest for the coming year is expected to be approximately nil. Events after the balance sheet date No other material events affecting the Company's financial position have occurred subsequently to the financial year-end. This annual report has been prepared in accordance with the provisions of the Danish Financial Statements Act governing reporting class C enterprises (medium).The Company transitioned from reporting class B to C-medium in financial year 22/23. This has not led to any changes in accounting policies and the financial statements have thus been presented according to the same accounting policies as last year. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Non-comparability During fiscal year 2024, the Company excluded all US and Germany-related contracts from its financials to align with the Company having moved its valuable IP to the U.S. parent in prior periods. The change resulted in revenue lower than prior year, for comparable purposes.Material errors in previous years In 2023/24, Management concluded that the Company incorrectly omitted reduction of Deferred Commission expense related to commission adjustment. Due to the significance of the matter, the Company concluded that the matters should be corrected in accordance with the provisions in section 52(2) of the Danish Financial Statements Act regarding corrections of material misstatements. The restatement impacts the comparatives, and the opening equity as follows: - In the comparatives for the one-month period 1 January – 31 January 2023, revenue, profit before tax, tax on profit for the year and profit for the year are unchanged. - The equity as of 31 January 2023 decreased by DKK 219 thousand. - The balance sheet total as of 31 January 2023 decreased by DKK 219 thousand. Foreign currency translation On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Property, plant and equipment and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. Revenue The Company has chosen IAS 11 / IAS 18 as interpretation for revenue recognition. Revenue from sales of software as a service (SaaS) and data as a service (DaaS) is recognized in the income statement when delivery and the risk transition to the buyer has taken place. Revenue is recognized net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. Other operating income Other operating income comprises items of a secondary nature as regards the principal activities of the enterprise, including profit from the disposal of intangible and tangible assets, operating loss and conflict compensation as well as salary reimbursements received. Compensation is recognized when it is overwhelmingly probable that the company will receive the compensation. Other external expenses Other external expenses include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. Staff costs Staff costs comprise salaries and wages, and social security contributions, pension contributions, etc. for entity staff. Depreciation, amortisation, and writedown for impairment Depreciation, amortisation and impairment losses relating to property, plant and equipment comprise depreciation, amortisation and impairment losses for the financial year, and gains and losses from the sale of property, plant and equipment. Other operating expenses Other financial expenses comprise interest expenses, including interest expenses on payables to group enterprises. Financial income and expenses Other financial income and expenses comprise interest expenses, including interest expenses on payables to group enterprises. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. Property, plant, and equipment Property, plant, and equipment are measured at cost less accrued depreciation and write-down for impairment. Land is not subject to depreciation. The depreciable amount is cost less any expected residual value after the end of the useful life of the asset. The amortisation period and the residual value are determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, the depreciation is discontinued. If the amortisation period or the residual value is changed, the effect on amortisation will, in future, be recognised as a change in the accounting estimates. The cost comprises acquisition cost and costs directly associated with the acquisition until the time when the asset is ready for use. The cost of a total asset is divided into separate components. These components are depreciated separately, the useful lives of each individual components differing, and the individual component representing a material part of the total cost. Depreciation is done on a straight-line basis according to an assessment of the expected useful life: Other fixtures and fittings, tools and equipment Useful life 3 years Minor assets with an expected useful life of less than 1 year are recognised as costs in the income statement in the year of acquisition. Profit or loss derived from the disposal of property, land, and equipment is measured as the difference between the sales price less selling costs and the carrying amount at the date of disposal. Profit or loss is recognised in the income statement as other operating income or other operating expenses. Leases The Company has chosen IAS 17 as interpretation for classification and recognition of leases. Leases that do not transfer substantially all the risks and rewards incident to ownership to the entity are operating leases. Payments relating to operating leases and any other leases are recognised in the income statement over the term of the lease. The Company's total liabilities relating to operating leases and other leases are disclosed under contingencies. Impairment loss relating to non-current assets The carrying amount of property, plant and equipment is tested annually for indication of impairment other than the decrease in value reflected by amortisation/depreciation made. Impairment tests are conducted on individual assets or cash-generating units when there is indication of impairment. Write-down is made to the lower of the recoverable amount and carrying amount. The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Receivables The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables. Receivables are measured at amortised cost, usually equaling nominal value less write-downs for bad and doubtful debts. An impairment loss is recognised if there is objective evidence that a receivable is impaired. Prepayments Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost. Cash and cash equivalents Cash comprises bank deposits. Liabilities other than provisions The Company has chosen IAS 39 as interpretation for recognition and measurement of liabilities. Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Deferred income Deferred income comprises income received for recognition in subsequent financial years. Deferred income is measured at cost. The cash flow statement shows the Company's cash flows from operating, investing and financing activities for the year, the year's changes in cash and cash equivalents as well as the Company's cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non-cash operating items, changes in working capital, interest received and paid regarding operations as well as corporation tax paid. Interest received is classified as cash flows from operating activities. Furthermore, dividends received are classified as operating activity. Cash flows from investment activities Cash flows from investing activities comprise payments in connection with acquisitions and disposals of property, plant and equipment. Cash flows from financing activities Cash flows from financing activities comprise changes in the size or composition of the Company's share capital and related costs as well as the raising of loans, repayment of interest-bearing debt and payment of dividend to shareholders. Transactions with no cash flow effect Transactions with no cash flow effect are not included in the cash flow statement. Significant transactions with no cash flow effect are disclosed in the notes. Cash and cash equivalents Cash and cash equivalents comprise cash. 1. Going concern The Company has received letter of support from the Parent Company which commits itself, for the period of at least 12 months from 30 April 2024 to continue to financially support the Company, so that the Company has sufficient liquidity for the planned activities and operations and sufficient liquidity to meet its obligations as they may mature. Based on this, the Company's management has presented the annual report under the assumptions of going concern. 2. Subsequent events No other material events affecting the Company's financial position have occurred subsequently to the financial year-end. 11. Contingencies Contingent liabilities DKK in thousands Lease liabilities 5.235 Total contingent liabilities 5.235 12. Related parties Controlling interest Project44 Holdings Corporation, Chicago IL, 60603 Unites States owns all shares in the Entity, thus exercising control. Transactions The company has the following related party transactions: 2023/24 Sales of services 23.342.563 Interst expense 6.303 Receivables 183.194 Payables 294.294 Group relations Name and registered office of the Parent preparing consolidated financial statements for the smallest group: Project44 Holdings Corporation, Chicago IL, 60603 United States 374395412023-02-012024-01-31374395412022-02-012023-01-31374395412023-01-31374395412024-01-31374395412023-02-012024-01-311374395412023-02-012024-01-312374395412023-02-012024-01-313374395412023-02-012024-01-311374395412023-02-012024-01-311374395412023-02-012024-01-312374395412023-02-01e:FixturesFittingsToolsAndEquipmentMember374395412023-02-012024-01-31e:FixturesFittingsToolsAndEquipmentMember374395412024-01-31e:FixturesFittingsToolsAndEquipmentMember374395412023-02-01e:ContributedCapitalMember374395412024-01-31e:ContributedCapitalMember374395412023-02-01e:RetainedEarningsMember374395412023-02-012024-01-31e:RetainedEarningsMember374395412024-01-31e:RetainedEarningsMember374395412002-01-012002-12-31374395412002-12-31374395412001-01-012001-12-31374395412001-12-31374395412000-01-012000-12-31374395412000-12-31374395412024-01-31e:OtherLongtermPayablesMember374395412023-02-01374395412022-02-01374395412023-02-012024-01-3112374395412022-02-012023-01-3112374395412002-01-012002-12-3112374395412001-01-012001-12-3112374395412000-01-012000-12-3112374395412023-02-012024-01-3113374395412022-02-012023-01-3113374395412002-01-012002-12-3113374395412000-01-012000-12-3113374395412022-02-01e:ContributedCapitalMember374395412023-01-31e:ContributedCapitalMember374395412022-02-01e:RetainedEarningsMember374395412022-02-012023-01-31e:RetainedEarningsMember374395412023-01-31e:RetainedEarningsMemberiso4217:DKKxbrli:pure