FULLTEXT DEL 2 AV 2
Årsredovisning 2024
Translation from the Swedish original
Auditor's report Carasent AB (publ), corp. id 559478-3440, 2024 70
Auditor’s Report
To the general meeting of the shareholders of Carasent AB (publ), corp. id 559478-3440
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts of Carasent AB (publ) for the year 2024, except for the corporate
governance statement on pages 17-26. The annual accounts and consolidated accounts of the company are included on pages 7-69 in this
document.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act, and present fairly, in all material
respects, the financial position of the parent company as of 31 December 2024 and its financial performance and cash flow for the year then
ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts
Act and present fairly, in all material respects, the financial position of the group as of 31 December 2024 and their financial performance and
cash flow for the year then ended in accordance with IFRS Accounting Standards, as adopted by the EU, and the Annual Accounts Act. Our
opinions do not cover the corporate governance statement on pages 17-26. The statutory administration report is consistent with the other
parts of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company
and the statement of comprehensive income and balance sheet for the group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that
has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent
company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical
responsibilities in accordance with these requirements.This includes that, based on the best of our knowledge and belief, no prohibited
services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent
company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Other information
The audit of the consolidated financial statements for the year 2023 has been conducted by another auditor who issued an audit report dated
March 21, 2024, with unmodified opinions in the Report on the annual and consolidated financial statements.
Key Audit Matters
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual
accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our
opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.
Valuation of Intangible Assets
See disclosure 12 and 13 in the annual account and consolidated accounts for detailed information and description of the matter.
Description of key audit matter Response in the audit
As of December 31, 2024, the Group reports intangible assets
amounting to 713 million SEK, of which goodwill constitutes 498.5
million SEK.
Goodwill must be subject to at least one annual impairment test,
which involves both complexity and significant elements of judgment
from the group management. An impairment test must be prepared
for each of the cash-generating units where goodwill is recognized.
Goodwill pertains to the operations within the wholly-owned
subsidiaries Carasent Sverige AB, Metodika AB, Medrave Software
AB, Carasent Norge AS, and HPI Health Profile AB, as well as the
acquisition of Data-AL GmbH.
According to the applicable regulations, the test must be conducted
using a specific technique where management must make future
assessments regarding both internal and external conditions and
plans of the business. Examples of such assessments include future
inflows and outflows, which among other things require assumptions
about future market conditions and thus indirectly about how
competitors might be expected to act. Another important assumption
is the discount rate that should be used to account for the fact that
future estimated inflows are associated with risk and are therefore
worth less than cash that is directly available to the group.
Capitalized expenses for development work primarily refer to
expenses related to development projects for existing markets as well
as new initiatives concerning the platform for the German market. Key
We have reviewed the company's impairment tests to assess whether
they have been conducted in accordance with the prescribed
technique.
We have evaluated management's assessment concerning the
determination of cash-generating units. Furthermore, we have
assessed the reasonableness of the future inflows and outflows, as
well as the assumed discount rate, by reviewing and evaluating
management's written documentation and plans. We have also
interviewed management and evaluated previous years' assessments
in relation to actual outcomes.
We have involved our own valuation specialists in the audit team to
ensure experience and expertise in the field, particularly regarding
assumptions related to external markets and competitors. An
important part of our work has also been to evaluate and challenge
management on how changes in assumptions can affect the
valuation, i.e., to perform and review the group's sensitivity analysis.
We have also checked the completeness of the disclosures in the
annual report and assessed whether they are consistent with the
assumptions applied by the group in its impairment test and whether
the information is sufficiently comprehensive to understand
management's assessments.
===== SIDA 71 =====
Translation from the Swedish original
Auditor's report Carasent AB (publ), corp. id 559478-3440, 2024 71
criteria for capitalizing development costs include the ability to
technically execute and complete the project so that the asset
becomes available for use, as well as the ability to utilize the asset
and the realization of expected future economic benefits and reliable
measurement of the acquisition cost. Capitalized development costs
are subject to systematic amortization and should be regularly
evaluated to ensure there is no need for impairment.
Other Information than the annual accounts and consolidated accounts
This document also contains information other than the annual accounts and consolidated financial statements, found on pages 1-6 and 74-
75. The other information also includes the remuneration report that we obtained prior to the date of this audit report. The board of directors
and the CEO are responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of
assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above
and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also
take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially
misstated.
If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible
for the preparation of the annual accounts and consolidated accounts
and that they give a fair presentation in accordance with the Annual
Accounts Act and, concerning the consolidated accounts, in
accordance with IFRS Accounting Standards as adopted by the EU.
The Board of Directors and the Managing Director are also
responsible for such internal control as they determine is necessary
to enable the preparation of annual accounts and consolidated
accounts that are free from material misstatement, whether due to
fraud or error.
In preparing the annual accounts and consolidated accounts The
Board of Directors and the Managing Director are responsible for the
assessment of the company’s and the group's ability to continue as a
going concern. They disclose, as applicable, matters related to going
concern and using the going concern basis of accounting. The going
concern basis of accounting is however not applied if the Board of
Directors and the Managing Director intend to liquidate the company,
to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about whether the
annual accounts and consolidated accounts as a whole are free from
material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinions. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs and generally accepted auditing
standards in Sweden 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 annual accounts and consolidated
accounts.
As part of an audit in accordance with ISAs, we exercise professional
judgment and maintain professional scepticism throughout the audit.
We also:
⎯ Identify and assess the risks of material misstatement of the
annual accounts and consolidated accounts, 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 opinions. 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 the company’s internal control
relevant to our 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 the Board of Directors and the Managing
Director.
⎯ Conclude on the appropriateness of the Board of Directors’ and
the Managing Director's, use of the going concern basis of
accounting in preparing the annual accounts and consolidated
accounts. We also draw a conclusion, based on the audit
evidence obtained, as to whether any material uncertainty exists
related to events or conditions that may cast significant doubt
on the company’s and the group'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 annual accounts and consolidated
accounts or, if such disclosures are inadequate, to modify our
opinion about the annual accounts and consolidated accounts.
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 a company and a group to cease to
continue as a going concern.
⎯ Evaluate the overall presentation, structure and content of the
annual accounts and consolidated accounts, including the
disclosures, and whether the annual accounts and consolidated
accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
⎯ Plan and perform the group audit to obtain sufficient and
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 accounts. 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 opinions.
We must inform the Board of Directors of, among other matters, the
planned scope and timing of the audit. We must also inform of
significant audit findings during our audit, including any significant
deficiencies in internal control that we identified.
We must also provide the Board of Directors with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, measures that have been
taken to eliminate the threats or related safeguards.
===== SIDA 72 =====
Translation from the Swedish original
Auditor's report Carasent AB (publ), corp. id 559478-3440, 2024 72
From the matters communicated with the Board of Directors, we
determine those matters that were of most significance in the audit of
the annual accounts and consolidated accounts, including the most
important assessed risks for material misstatement, and are
therefore the key audit matters. We describe these matters in the
auditor’s report unless law or regulation precludes disclosure about
the matter.
Report on other legal and regulatory requirements
The auditor's review of management and the proposal for the appropriation of the company's profit or loss
Opinions
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors
and the Managing Director of Carasent AB (publ) for the year 2024 and the proposed appropriations of the company's profit or loss.
We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory
administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial
year.
Basis for Opinions
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with
professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for
appropriations of the company’s profit or loss. At the proposal of a
dividend, this includes an assessment of whether the dividend is
justifiable considering the requirements which the company's and the
group's type of operations, size and risks place on the size of the
parent company's and the group’s equity, consolidation
requirements, liquidity and position in general.
The Board of Directors is responsible for the company’s organization
and the administration of the company’s affairs. This includes among
other things continuous assessment of the company’s and the
group's financial situation and ensuring that the company's
organization is designed so that the accounting, management of
assets and the company’s financial affairs otherwise are controlled in
a reassuring manner.
The Managing Director shall manage the ongoing administration
according to the Board of Directors' guidelines and instructions and
among other matters take measures that are necessary to fulfill the
company's accounting in accordance with law and handle the
management of assets in a reassuring manner.
Auditor’s responsibility
Our objective concerning the audit of the administration, and thereby
our opinion about discharge from liability, is to obtain audit evidence
to assess with a reasonable degree of assurance whether any
member of the Board of Directors or the Managing Director in any
material respect:
⎯ has undertaken any action or been guilty of any omission which
can give rise to liability to the company, or
⎯ in any other way has acted in contravention of the Companies
Act, the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of
the company’s profit or loss, and thereby our opinion about this, is to
assess with reasonable degree of assurance whether the proposal is
in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with generally
accepted auditing standards in Sweden will always detect actions or
omissions that can give rise to liability to the company, or that the
proposed appropriations of the company’s profit or loss are not in
accordance with the Companies Act.
As part of an audit in accordance with generally accepted auditing
standards in Sweden, we exercise professional judgment and
maintain professional scepticism throughout the audit. The
examination of the administration and the proposed appropriations of
the company’s profit or loss is based primarily on the audit of the
accounts. Additional audit procedures performed are based on our
professional judgment with starting point in risk and materiality. This
means that we focus the examination on such actions, areas and
relationships that are material for the operations and where
deviations and violations would have particular importance for the
company’s situation. We examine and test decisions undertaken,
support for decisions, actions taken and other circumstances that are
relevant to our opinion concerning discharge from liability. As a basis
for our opinion on the Board of Directors’ proposed appropriations of
the company’s profit or loss we examined whether the proposal is in
accordance with the Companies Act.
The auditor’s examination of the Esef report
Opinion
In addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the
Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the
Esef report) pursuant to Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528) for Carasent AB (publ) for year 2024.
Our examination and our opinion relate only to the statutory requirements.
In our opinion, the Esef report has been prepared in a format that, in all material respects, enables uniform electronic reporting..
Basis for opinion
We have performed the examination in accordance with FAR’s recommendation RevR 18 Examination of the Esef report. Our responsibility
under this recommendation is described in more detail in the Auditors’ responsibility section. We are independent of Carasent AB (publ) in
accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with
these requirements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible
for the preparation of the Esef report in accordance with the Chapter
16, Section 4(a) of the Swedish Securities Market Act (2007:528),
and for such internal control that the Board of Directors and the
Managing Director determine is necessary to prepare the Esef
report without material misstatements, whether due to fraud or error
===== SIDA 73 =====
Translation from the Swedish original
Auditor's report Carasent AB (publ), corp. id 559478-3440, 2024 73
.
Auditor’s responsibility
Our responsibility is to obtain reasonable assurance whether the
Esef report is in all material respects prepared in a format that
meets the requirements of Chapter 16, Section 4(a) of the Swedish
Securities Market Act (2007:528), based on the procedures
performed.
RevR 18 requires us to plan and execute procedures to achieve
reasonable assurance that the Esef report is prepared in a format
that meets these requirements.
Reasonable assurance is a high level of assurance, but it is not a
guarantee that an engagement carried out according to RevR 18
and generally accepted auditing standards in Sweden will always
detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the Esef report.
The audit firm applies International Standard on Quality
Management 1, which requires the firm to design, implement and
operate a system of quality management including policies or
procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory
requirements.
The examination involves obtaining evidence, through various
procedures, that the Esef report has been prepared in a format
that enables uniform electronic reporting of the annual accounts
and consolidated accounts. The procedures selected depend on
the auditor’s judgment, including the assessment of the risks of
material misstatement in the report, whether due to fraud or error.
In carrying out this risk assessment, and in order to design
procedures that are appropriate in the circumstances, the auditor
considers those elements of internal control that are relevant to
the preparation of the Esef report by the Board of Directors and
the Managing Director, but not for the purpose of expressing an
opinion on the effectiveness of those internal controls. The
examination also includes an evaluation of the appropriateness
and reasonableness of the assumptions made by the Board of
Directors and the Managing Director.
The procedures mainly include a validation that the Esef report has
been prepared in a valid XHTML format and a reconciliation of the
Esef report with the audited annual accounts and consolidated
accounts.
Furthermore, the procedures also include an assessment of
whether the consolidated statement of financial performance,
financial position, changes in equity, cash flow and disclosures in
the Esef report have been marked with iXBRL in accordance with
what follows from the Esef regulation
The auditor's examination of the corporate governance statement
The Board of Directors is responsible for that the corporate governance statement on pages 17-26 has been prepared in accordance with
the Annual Accounts Act.
Our examination of the corporate governance statement is conducted in accordance with FAR´s standard RevR 16 The auditor´s
examination of the corporate governance statement. This means that our examination of the corporate governance statement is different
and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted
auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.
A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points
2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the
annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
KPMG AB, Box 11908, 404 39 , Göteborg, was appointed auditor of Carasent AB (publ) by the general meeting of the shareholders on
the 27 August 2024. KPMG AB or auditors operating at KPMG AB have been the company's auditor since 2024.
Göteborg
KPMG AB
Signed on the Swedish original
Daniel Haglund
Authorized Public Accountant
===== SIDA 74 =====
7171
ALTERNATIVE PERFORMANCE MEASURES
Carasent AB may disclose information on alternative performance measures as part of its financial reporting as
a complement to the financial statements prepared in accordance with IFRS. Carasent AB believes that the key
figures provide useful supplementary information to management, investors and other stakeholders and are
intended to provide an increased insight into the financial development of the business and to improve
comparability between periods.
EBITDA defined as earnings before income tax, net financial items, and depreciation of tangible and intangible
assets.
Adjusted EBITDA is defined as EBITDA adjusted for certain specific operating items that affect comparability.
EBITDA margin is defined as EBITDA as a percentage of revenue.
Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue.
EBIT is defined as earnings before net financial items and income tax .
Adjusted EBIT is defined as EBIT adjusted for certain special operating items that affect comparability.
EBIT margin is defined as EBIT as a percentage of revenues.
Adjusted EBIT margin is defined as adjusted EBIT as a percentage of revenues.
EBITDAC is defined as EBITDA minus capitalized development.
Justerad EBITDAC is defined as adjusted EBITDA minus capitalized development.
Adjusted EBITDAC margin is defined as adjusted EBITDAC as a percentage of revenue.
The annualized value of the recurring revenue ("ARR") is defined as the monthly recurring revenue ("MRR")
multiplied by 12. MRR is defined as the revenue that the Group expects to receive on a monthly basis from
customers of EHR solutions and platform products.
74
===== SIDA 75 =====
7272
January - December
2024 2023
(Amounts in SEK 1 000)
Net Income/(Loss) (42 259) (46 674)
Income Tax Expense/(Income) 171 3 650
Net Financial Items 12 072 27 580
Net Operating Income/(Loss) (54 502) (77 903)
Depreciation and Amortization 61 051 51 145
Derecognition intangible assets 5 089 40 165
(a) EBITDA 11 637 13 407
Adjusted for:
Transaction costs 6 253 1 133
Share based payments 8 812
Other special operating items 22 641 1 649
Restructuring costs 1 662 4 159
(b) Adjusted EBITDA 42 201 21 159
(c) Operating revenue 275 264 245 183
EBITDA Margin (a/c) 4,2% 5,5%
Adjusted EBITDA Margin (b/c) 15,3% 8,6%
(d) Capitalized development (41 405) (65 768)
(a – d) EBITDAC (29 768) (52 361)
EBITDAC margin (a – d/c) -10,8% -21,4%
(b - d) Adjusted EBITDAC 796 (44 609)
Adjusted EBITDAC Margin (e/c) 0,3% -18,2%
January - December
2024 2023
(Amounts in SEK 1 000)
Net Income/(Loss (42 259) (46 674)
Income Tax Expense/(Income) 171 3 650
Net Financial Items 12 072 27 580
(a) EBIT (54 502) (77 903)
Adjusted for:
Transaction costs 6 253 1 133
Share based payments 8 812
Other special operating items 22 641 1 649
Restructuring costs 1 662 4 159
Derecognition intangible assets 5 089 40 165
Write-off lease asset IFRS (non-cash) - 1 658
Amortization excess values 7 754 7 266
(b) Adjusted EBIT (11 096) (21 063)
(c) Operating revenue 275 264 245 183
EBIT Margin (a/c) -19,8% -31,8%
Adjusted EBIT Margin (b/c) -4,0% -8,6%
75