37439541 2025-02-01 2026-01-31 2 37439541 2025-02-01 2026-01-31 3 37439541 2025-02-01 2026-01-31 37439541 2025-02-01 2026-01-31 1 37439541 2024-02-01 2025-01-31 37439541 2026-01-31 37439541 2025-01-31 37439541 2025-02-01 d:ContributedCapitalMember 37439541 2024-02-01 d:ContributedCapitalMember 37439541 2026-01-31 d:ContributedCapitalMember 37439541 2025-01-31 d:ContributedCapitalMember 37439541 2025-02-01 d:RetainedEarningsMember 37439541 2024-02-01 d:RetainedEarningsMember 37439541 2025-02-01 2026-01-31 d:RetainedEarningsMember 37439541 2024-02-01 2025-01-31 d:RetainedEarningsMember 37439541 2026-01-31 d:RetainedEarningsMember 37439541 2025-01-31 d:RetainedEarningsMember 37439541 2025-02-01 2026-01-31 1 37439541 2025-02-01 2026-01-31 1 37439541 2025-02-01 2026-01-31 2 37439541 2025-02-01 2026-01-31 3 iso4217:DKK xbrli:pure Årsrapport 38751646 Kovsted & Skovgård, Statsautoriseret revisionspartnerselskab Brunbjergvej, 3 8240, Risskov 2024-02-01 2025-01-31 2025-02-01 2026-01-31 37439541 project44 A/S Strømmen 6 9400 Nørresundby Kovsted & Skovgård, Statsautoriseret revisionspartnerselskab 38751646 Daniel Stampe Grønkjær Statsautoriseret revisor mne52617 Brunbjergvej 3 8240 Risskov Danmark 70 22 09 99 2026-07-09 Jett McCandless Regnskabsklasse B Revisionspåtegning Ja CaseWare fra Revisorgruppen Danmark aktionærerne Aarhus 2026-07-09 Nørresundby 2026-07-09 Grundlag for konklusion Konklusion 29225000 42169000 12192000 17022000 108000 154000 24000 149000 16901000 24844000 0 15300000 1773000 19054000 6507000 40841000 12167000 18357000 170000 2082000 11997000 16275000 11997000 16275000 246000 127000 246000 127000 246000 127000 1523000 3801000 13852000 6226000 7000 1890000 937000 830000 16319000 12747000 90733000 204824000 107052000 217571000 107298000 217698000 0 1600000 1600000 -36756000 -48753000 -35156000 -47153000 2417000 2883000 2417000 2883000 461000 721000 137391000 254054000 41000 2082000 1703000 3182000 441000 1929000 140037000 261968000 142454000 264851000 107298000 217698000 11354000 15824000 799000 1144000 39000 54000 12192000 17022000 11 15 0 40653000 6507000 188000 6507000 40841000 1600000 1600000 1600000 1600000 -48753000 -65028000 11997000 16275000 -36756000 -48753000 Today, the Board of Directors and the Managing Director have approved the annual report of project44 A/S for the financial year 1 February 2025 - 31 January 2026. 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 2026 and of the results of the Company's operations for the financial year 1 February 2025 – 31 January 2026. We recommend that the annual report be approved at the Annual General Meeting. Daniel Ramsgaard Jett McCandless Daniel Ramsgaard Bertha Papadakis We have audited the financial statements of project44 A/S for the financial year 1 February 2025 - 31 January 2026, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity 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 2026, and of the results of the Company's operations for the financial year 1 February 2025 - 31 January 2026 in accordance with the Danish Financial Statements Act. Basis for OpinionWe 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. The annual report for project44 A/S has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Foreign currency translationOn 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. Gross profitGross profit comprises the revenue, changes in inventories of finished goods, and work in progress, own work capitalised, other operating income, and external costs. 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. Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts and changes in inventories. 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 include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. Staff costsStaff costs comprise salaries and wages, and social security contributions, pension contributions, etc. for entity staff. Depreciation, amortisation, and writedown for impairmentDepreciation, 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. Financial income and expensesOther financial income and expenses comprise interest expenses, including interest expenses on payables to group enterprises. Tax on net profit or loss for the yearTax 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 equipmentProperty, plant, and equipment are measured at cost less accrued depreciation and write-down for impairment. 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. Depreciation is done on a straight-line basis according to an assessment of the expected useful life and the residual value of the individual assets: Useful lifeResidual valueOther fixtures and fittings, tools and equipment3-5years0-20 % 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. LeasesThe 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 assetsThe 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. ReceivablesThe 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. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost. Cash and cash equivalentsCash comprises bank deposits. Income tax and deferred taxCurrent tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisionsThe 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 incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income is measured at cost. 1.The significant activities of the enterprise 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. 2.Going concernThe Company has received letter of support from the Parent Company which commits itself, for the period of at least 12 months from 31 January 2026 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. 6.Contractual obligations and contingencies, etc. DKK in thousands Lease liabilities190 Total contractual obligations190 Total contingent liabilities0 Total contractual obligations and contingent liabilities190 On 29 April 2026, the Danish Tax Agency issued a preliminary assessment proposing an material increase in the Company’s taxable income for income years 2020 and 2021. The proposed adjustment primarily relates to the transfer pricing treatment of the 2020 transfer of software co-ownership rights and compensation for maintenance activities performed during the transitional period. Management does not agree with the preliminary assessment and has submitted, its response to the Danish tax authorities. At the reporting date, the matter is considered an uncertain tax position under IFRIC 23. No provision has been recognised in the financial statements, as management does not consider it probable that the preliminary assessment will be upheld in its current form. The final outcome remains uncertain and may differ materially from the amount proposed by the tax authorities. 7.Related partiesGroup relationsName and registered office of the Parent preparing consolidated financial statements for the smallest group: Project44 Holdings Corporation, Chicago IL, 60603 United States