Capidea Kapital II K/S Annual report 2024
Grønningen 25, st.
1270 København K
CVR No. 34453934
The Annual General Meeting adopted the
annual report on 30.04.2025
Chairman of the General Meeting
Capidea Kapital II K/S | Contents 1
Contents
Fund details 2
Statement by the Management on the annual report 3
Management commentary 4
Independent auditor's report 7
Statement of comprehensive income 10
Statement of financial position as at 31.12.2024 11
Statement of changes in net assets attributable to the Limited Partners 13
Statement of cash flows 14
Table of notes 15
Notes to the financial statements 16
Capidea Kapital II K/S | Fund details 2
Fund details
Fund
Business Registration No.: 34453934
Registered office: København
Financial period: - 01.01.2024 31.12.2024
General Partner
Capidea Komplementar II ApS
Fund Manager
Capidea Management ApS
Registered Manager of Alternative Investment Funds (Danish FTID number: 23135)
Auditors
Denmark
Capidea Kapital II K/S | Statement by the Management on the annual report 3
Statement by the Management on the
annual report
On behalf of Capidea Komplementar II ApS
Capidea Kapital II K/S | Management commentary 4
Management commentary
Financial highlights
2024
DKK'000
2023
DKK'000
2022
DKK'000
2020
DKK'000
2019
DKK'000
Key figures
Operating profit/(loss) (EBIT) (24,298) (21,955) (56,080) 281,542 60,127
Increase / (decrease) in net
assets attributable to Limited
Partners
(24,360) (21,780) (55,841) 282,026 60,739
Net Assets attributable to
Limited Partners
96,812 121,172 141,862 399,289 514,302
Total Assets 98,598 122,125 142,229 399,518 514,360
Ratios
Solvency ratio (%) 98.19 99.22 99.74 99.94 99.99
Distributed to Paid in 162.10 161.80 162.00 130.00 66.00
Financial highlights are defined and calculated as below.
Ratios Calculation formula Ratios reflect
Solvency ratio (%) Equity x 100
Total assets
The Fund’s financial strength
Distributed To Paid In (DPI) The value of distributions
to investors
Contributed capital from investors
The Fund’s realisation
Primary activity
The objective of Capidea Kapital II K/S (the Fund) is to perform long-term investments in small and mid-sized
Danish enterprises, either directly or through wholly or partially owned holding companies, with focus on trade,
service and industry and related areas.
Decisions made to invest in a portfolio enterprise is made by the Investment Committee based on recommen-
dations prepared by Management of Capidea Management ApS.
Investments
From establishment to December 31, 2024, the fund has acquired 8 companies, of which one was sold in 2017,
two were sold in 2019, two were sold in 2021 and two were sold in 2022 and the last one sold in January 2025.
The fund is in the realisation period and no new platform investments will be made.
The Fund has acquired the majority of voting rights in its portfolio company.
Presentation of the current portfolio company:
Capidea Kapital II K/S | Management commentary 5
TopCap Creativ Company ApS (Creativ Company-Group)
Creative Company develops, purchases, and sells hobby materials. The customer base includes schools and
institutions, wholesale customers, as well as private customers primarily through the internet, but also through
its own stores. The product range is broad and includes classic hobby items such as modeling clay, papier-mâché
articles, paint, beads, jewelry parts, textiles, and yarns. The Danish market accounts for approximately 40% of the
revenue, while export revenue accounts for approximately 60% with sales to 14 countries in Europe. Creative
Company's headquarters are located in Holstebro, and the company has 325 employees. On 8 January 2025 the
operating company in the group, Creative Company A/S, was divested.
Development in activities and finances
Profit/loss for the year showed a loss of DKK 24.360 thousand, primarily reflecting the development in the
portfolio company and the market for unlisted companies in general. The performance and valuation of the
Fund’s portfolio companies have been positively affected by the strong fundamental economic situation in
Denmark but negatively affected by the soft consumer spending in the Nordics.
Uncertainty relating to recognition and measurement
The objective of the Fund is to contribute capital to competitive enterprises. The most significant risk factor is
thus changes to the values of the investments made.
As described under accounting polcies, investments in portfolio companies are measured at fair value.
As the portfolio companies are medium-sized unlisted companies, determining fair value is naturally associated
with uncertainty. It is Management’s assessment that the fair value measurement at 31.12.2024 is well founded
and based on reasonable and realistic assumptions.
Unusual circumstances affecting recognition and measurement
Except for the fair value changes on investments, the annual report is not influenced by unusual circumstances.
Information according to the Alternative Investment Fund Managers Directive
According to Article 22 of the Alternative Investment Fund Managers Directive, Alternative Investment Funds (AIF)
must make certain disclosures to investors in connection with the presentation of financial statements.
During the financial period covered by the financial statements, there have been no significant changes in the
matters below:
The Fund’s Investment strategy;
Valuation principles of the Fund’s investments;
The percentage of the AIF’s assets which are subject to special arrangements arising from their illiquid nature;
New arrangements for managing the Fund’s liquidity;
The Fund's risk profile and the risk management systems implemented by the Fund Manager used to manage
the Fund's risks;
There have been no amendments to the maximum level of leverage which the Fund Manager can use on
behalf of the Fund. Nor has there been any changes in the right to use collateral or any guarantee accordance
with the agreement allowing for the leverage.
Capidea Kapital II K/S | Management commentary 6
Events after the balance sheet date
In January 2025, the Fund sold its final portfolio investment at a valuation that is not materially different from the
recognised fair value at the balance sheet date.
No other events have occurred after the balance sheet date to this date which would influence the evaluation of
this annual report .
Periodic disclosure for Article 6 financial product
The investment underlying this financial product do not take into account the EU criteria for environmentally
sustainable economic activities.
Capidea Kapital II K/S | Independent auditor's report 7
Independent auditor's report
Capidea Kapital II K/S | Independent auditor's report 8
Capidea Kapital II K/S | Independent auditor's report 9
CVR No. 33963556
Identification No (MNE) mne32127
Rasmus Grynderup Kiær Steffensen
State Authorised Public Accountant
Identification No (MNE) mne44143
Capidea Kapital II K/S | Statement of comprehensive income 10
Statement of comprehensive income
Notes
2024
DKK'000
2023
DKK'000
Realised gains/(losses) from financial assets at fair value 3 0 (979 )
Net increase/(decrease) in unrealised gains/(losses) from
financial assets at fair value
3 (23,309 ) (19,107 )
Operating income/(loss) (23,309 ) (20,086 )
Administrative expenses 4 (989 ) (1,347 )
Other operating expenses 5 0 (522 )
Operating expenses (989 ) (1,869 )
Operating profit/(loss) (EBIT) (24,298 ) (21,955 )
Financial income 6 101 857
Financial expenses 7 (163 ) (682 )
Increase / (decrease) in net assets attributable to Limited
Partners
(24,360 ) (21,780 )
Comprehensive income (24,360 ) (21,780 )
Capidea Kapital II K/S | Statement of financial position as at 31.12.2024 11
Statement of financial position as at
31.12.2024
Assets
Notes
2024
DKK'000
2023
DKK'000
Equity investments 8 500 500
Investments in portfolio companies 8 94,113 117,422
Investments 94,613 117,922
Non-current assets 94,613 117,922
Other receivables 9 81 1,518
Cash and cash equivalents 3,904 2,685
Current assets 3,985 4,203
Total assets 98,598 122,125
Capidea Kapital II K/S | Statement of financial position as at 31.12.2024 12
Net assets and liabilities
Notes
2024
DKK'000
2023
DKK'000
Limited partnership capital 10 (390,027 ) (390,027 )
Retained earnings 486,839 511,199
Net assets attributable to Limited Partners 96,812 121,172
Other payables 11 1,786 953
Current liabilities 1,786 953
Total liabilities 1,786 953
Total liabilities and net assets attributable to Limited
Partners
Capidea Kapital II K/S | Statement of changes in net assets attributable to the Limited Partners 13
Statement of changes in net assets
attributable to the Limited Partners
Limited
partnership
capital
DKK'000
Retained
earnings
DKK'000
Total
DKK'000
Net assets 01.01.2024 (390,027 ) 511,199 121,172
Profit/(loss) for the period 0 (24,360 ) (24,360 )
Net assets 31.12.2024 (390,027 ) 486,839 96,812
Limited
partnership
capital
DKK'000
Retained
earnings
DKK'000
Total
DKK'000
Net assets 01.01.2023 (391,117 ) 532,979 141,862
Contributions from Limited Partners 1,090 0 1,090
Profit/(loss) for the period 0 (21,780 ) (21,780 )
Net assets 31.12.2023 (390,027 ) 511,199 121,172
The Partners have committed themselves to contributing up to DKK 717,245 thousand into the Fund, as and
when new capital is required for making investments, paying fund costs etc. Of the total committed capital, the
Partners have paid-in net DKK 628.047 thousand at , and the remaining contribution balance is DKK
89.197 thousand. Distributions to Partners comprise return of capital and realized gains.
31.12.2024
Capidea Kapital II K/S | Statement of cash flows 14
Statement of cash flows
Notes
2024
DKK'000
2023
DKK'000
Operating profit/(loss) (EBIT) (24,298 ) (21,955 )
Net increase/(decrease) in unrealised gains/(losses) from
financial assets at fair value through profit or loss
Realised gains/(losses) from financial assets at fair value 0 979
Working capital changes 2,270 1,055
Received financial income 6 101 857
Paid financial expenses 7 (163 ) (682 )
Cash flows from operating activities 1,219 (639 )
Cash flows from operating and investing activities 1,219 (639 )
Contributions from Limited Partners 0 1,090
Cash flows from financing activities 0 1,090
Increase/decrease in cash and cash equivalents 1,219 451
Cash beginning of year 2,685 2,234
Cash end of year 3,904 2,685
Capidea Kapital II K/S | Table of notes 15
Table of notes
1 Accounting policies 16
2 Significant accounting estimates, assumptions and
uncertainties
21
3 Fair value adjustments 22
4 Administrative expenses 22
5 Other operating expenses 23
6 Financial income 23
7 Financial expenses 23
8 Investments 23
9 Other receivables (Current) 25
10 Limited Partnership capital 25
11 Other payables 25
12 Financial instruments 26
13 Financial risk management 26
14 Financial instruments measured at fair value 27
15 Related parties 29
16 Contingent liabilities 30
17 Investors 30
18 Events after the balance sheet date 30
19 Authorisation of the annual report for issue 30
Capidea Kapital II K/S | Notes to the financial statements 16
Notes to the financial statements
Accounting policies1
Reporting class
The financial statements are prepared in accordance with the IFRS Accounting Standards as adopted by the EU
and additional disclosure requirements of the Danish Financial Statements Act governing reporting class B
enterprises with addition of a few provisions for reporting class C.
The expected lifetime of the Limited Partnership is 10 years from the date of commence as set out in the Limited
Partnership Agreement. The Limited Partnership qualifies as an alternative investment fund in compliance with
the AIFMD.
The financial period runs from 1 January to 31 December each year. The accounting policies applied to these
financial statements are consistent with those applied last year.
The financial statements are presented in , which is the functional currency of the Fund.
The Fund is determined to be an investment entity in accordance with IFRS 10, Consolidated Financial
Statements, and has therefore accounted for subsidiaries as investments designated at fair value through profit
or loss where all criteria acording to IFRS 10 are met.
DKK
The financial statements are presented on the basis of going concern.
The Fund's has not entered into any leasing agreements subject to IFRS 16, Leases.
The financial statements are presented on the basis of historical cost, except for the investments and receivables
from investments, which are measured at fair value. Historical cost is based on the fair value of the consideration
given in exchange for assets.
All amounts in the financial statements are presented in whole thousands. Every figure is rounded off
separately and, for that reason, minor differences between the stated totals and the sum of underlying figures
may occur.
Judgements made by Management in the application of the IFRS Accounting Standards that have had significant
effects on the financial statements are disclosed, where applicable, in the relevant notes to the financial
statements
DKK
Capidea Kapital II K/S | Notes to the financial statements 17
Defining materiality
If a line item is not individually material, it is aggregated with other items and notes of a similar nature in the
financial statements or in the notes. There are substantial disclosure requirements throughout the IFRS
Accounting Standards. Disclosures required by the IFRS Accounting Standards are provided unless the
information is considered immaterial to the economic decision making of the users of these financial statements
or not applicable.
The most significant accounting policies are set out below.
Report on the exemption of preparation of consolidated financial statements
has omitted to prepare consolidated financial statements under the provisions of IFRS 10,
Consolidated Financial Statements, as the Limited Partnership qualifies as an investment entity. The definition of
an investment entity is an entity that:
Capidea Kapital II K/S
Obtains funds from one or more investors for the purpose of providing those investor(s) with investment
management services;
Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
Measures and evaluates the performance of substantially all its investments on a fair value basis.
In view of the circumstances described below, the General Partner believes that the Fund satisfies the typical
criteria of an investment entity that:
The Fund has more than one investment.
The Fund has more than one investor and its investors are not related parties. Please refer to the description
in note to the financial statements.15
The Fund’s investments take the form of equity instrument or similar investments (portfolio companies).
As a result, the General Partner has applied the exemption rule in IFRS 10 not to prepare consolidated
financial statements where the controlled subsidiaries are consolidated, and instead the controlled subsidiaries
are accounted for at fair value through profit or loss.
Standards and Interpretations not yet in force
All of the new and amended Standards and Interpretations which are relevant to the Fund, and which came into
force with effect for financial years beginning have been applied when preparing the financial
statements.
These Standards have not had an impact on the Fund’s Annual Accounts.
01.01.2024
present specified categories and defined subtotals in the statement of profit and loss
provide disclosures on management-defined performance measures (MPMs) in the notes to the financial
statements
improve aggregation and disaggregation
Capidea Kapital II K/S | Notes to the financial statements 18
IFRS 18 amendments are effective for reporting periods beginning on or after 1 January 2027, with earlier
application permitted. IFRS 18 will apply retrospectively.
It is expected that the application of these amendments may have an impact on the Fund's financial statements
in future periods.
There are no other Standards, Interpretations or amendments to existing Standards that are not yet effective that
would be expected to have an impact on the Fund.
Significant accounting judgment and estimates
As part of the preparation of the financial statements, the General Partner made judgements and estimates
which affect the application of the Fund’s accounting policies and the reported amounts of assets, liabilities,
income and expenses. The most significant accounting judgements and estimates are evident from note 2 to the
financial statements.
Recognition and measurement
Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic
benefits will flow to the Fund, and the value of the asset can be measured reliably. Assets are derecognised in the
balance sheet when it is no longer probable that future economic benefits will flow to the Fund.
Liabilities are recognised in the balance sheet when the Fund has a legal or constructive obligation as a result of
an event prior to or on the balance sheet date, and it is probable that future economic benefits will flow out of
the Fund, and the value of the liability can be measured reliably. Liabilities are derecognised in the balance sheet
when it is no longer probable that economic benefits will have to be given up to settle the liability.
Income is recognised in the statement of comprehensive income when earned, whereas costs are recognised by
the amounts attributable to this financial period.
Foreign currency translation
The functional currency reflects the currency in which the Limited Partners have committed themselves to the
Fund as well as the currency in which the Fund pays the Fund Manager for carrying out investment related
services. Investments and loans are carried out in different currencies and hence considered less relevant in
terms of influencing the choice of functional currency. The financial statements of the Fund are presented in the
currency unit , which is the Fund’s functional and presentation currency.
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 statement of comprehensive income as financial income or
financial expenses.
DKK
Statement of comprehensive income
Revenue recognition
Income from investments in portfolio enterprises comprises gains/losses from divestments, fair value changes
and received dividends and other similar types of returns from the investments.
Capidea Kapital II K/S | Notes to the financial statements 19
Operating income
Income from investments in portfolio enterprises comprises gains/losses from divestments, fair value changes
and received dividends and other similar types of returns from the investments.
Gains/losses from divestment of investments in portfolio enterprises are stated as the difference between the
selling price or disposal consideration and the carrying amount of the portfolio enterprises at the time of sale or
disposal, respectively.
Dividends from investments in portfolio enterprises are recognised as income when final entitlement to the
dividends is obtained, which is usually at the time of the approval of the declaring dividends by the portfolio
enterprise.
Administrative expenses and other operating expenses
All expenses are recognised in the statement of comprehensive income on an accrual basis.
Administrative expenses and other operating expenses comprise expenses incurred during the reporting period
not directly related to the Fund’s investment activities. The Fund pays the Fund Manager an annual fee for
carrying out investment related activities and administration. The fee is calculated in accordance with the criteria
set out in the Limited Partnership Agreement.
Administrative expenses and other operating expenses which can be directly allocated to specific investments are
recognised in the underlying project companies when the investment structure is formally in place.
Administrative expenses and other operating expenses that do not relate to the Fund’s investment activities or is
investment specific are recognised as expense by the Fund. Such costs comprise among others financial, legal
and tax advisory, audit, bookkeeping, travel costs and General Partner fee.
Financial income and expenses
Financial income and expenses comprise interest income and various expenses, and net exchange rate
adjustments on transactions in foreign currencies.
Interest income and interest expenses are recognised on an accrual basis.
Taxation
Under current Danish law governing the Fund, it is not independently taxable because the Fund’s profit/loss for
the year is included in the Limited Partners’ taxable income.
The annual report does not include current or deferred tax due to th e corporate form of the Fund.
Balance sheet
Investments
Financial assets and liabilities are recognised at fair value through profit or loss when the Fund becomes party to
the contractual provisions of the instrument. Recognition takes place on the trade date when the Fund
purchases or sells an investment under a contract whose terms require delivery of the investment within the time
frame established by the market.
On initial recognition, investments and receivables from investments are measured at fair value and
subsequently measured at fair value with recognition of fair value adjustments through profit or loss.
Capidea Kapital II K/S | Notes to the financial statements 20
Financial assets and liabilities are derecognised when the contractual rights to the cash flows from the
investments have expired or the Fund has transferred substantially all risks and rewards of ownership.
Investments consist of equity investments and receivables from investments consist of loans. On initial
recognition the investments are measured at fair value, and subsequently measured at fair value with recognition
of fair value adjustments through profit or loss. Receivables from investments are measured at fair value through
profit or loss under IFRS 9, Financial Instruments.
The fair value is calculated equivalent to an estimated fair value that is determined based on market information,
IPEV Valuation Guidelines and generally accepted valuation techniques, including benchmarking, multiple, DCF or
other relevant methods, which are considered to provide the best estimate of the fair value.
For further information about the measurement of fair values, please refer to note .8
Carried interest
Holders of carried interest (Limited Partnership capital) receive a return on their investment that is dependent on
the yield of the underlying investments throughout the lifecycle of the Fund. The amount allocated to carried
interest is based on the principle that the investments are realized at the balance date at a price corresponding to
the estimated fair value of the assets.
The specific commitment classes in Capidea Kapital II K/S does not participate in the Limited Partnership itself
however, they perform co-invest in any Investments (including Investments in the form of provision of debt)
made by the Limited Partnership as if they invested directly through the Fund.
Except for entitlement to carried interest, the investments by the Limited Partners with specific commitment
classes are made at the same time and on the same commercial terms as the other Limited Partners, provided
that no Management Fee or carried interest are payable by those Limited Partners with specific commitment
classes.
Distributions of carried interest to the specific commitment classes are subject to provision as defined in the
Limited Partnership Agreement. Carried interest will be allocated to specific commitment classes based on the
carrying value of the investments at year end. However, distributions of carried interest are not paid to the
specific commitment classes until the sale of investments are realized.
The accumulated carried interest is allocated to equity in note and is accounted for under income from
investments in the profit and loss. If the conditions for carried interest are fulfilled the fair value of investments
are reduced by carried interest.
10
Investments in and loans to portfolio companies
Financial assets and liabilities are recognised at fair value through profit or loss when the Fund becomes party to
the contractual provisions of the instrument. Recognition takes place on the trade date when the Fund
purchases or sells an investment under a contract whose terms require delivery of the investment within the time
frame established by the market.
On initial recognition, investments and receivables from investments are measured at fair value.
Financial assets and liabilities are derecognised when the contractual rights to the cash flows from the
investments have expired or the Fund has transferred substantially all risks and rewards of ownership.
Capidea Kapital II K/S | Notes to the financial statements 21
Investments consist of equity investments and receivables from investments consist of loans. On initial
recognition, investments are measured at fair value, and subsequently measured at fair value with recognition of
fair value adjust-ments through profit or loss. Receivables from investments are measured at fair value through
profit or loss under IFRS 9, Financial Instruments.
The fair value is calculated equivalent to an estimated fair value that is determined based on market information,
IPEV Valuation Guidelines and generally accepted valuation techniques, including benchmarking, DCF or other
relevant methods, which are considered to provide the best estimate of the fair value.
For further information about the measurement of fair values, please refer to note 8.
Other receivables (Current)
Other receivables relate to the Fund’s ordinary business activities.
Other receivables are measured at amortised cost, usually equaling nominal value.
Cash and cash equivalents
Cash comprises cash in bank deposits.
Other financial liabilities
Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value.
Cash flow statement
The cash flow statement of the Fund is presented using the indirect method and shows cash flows from
operating, investing and financing activities as well as the Fund’s cash at the beginning and the end of the
financial period.
Cash flows from operating activities are calculated as the operating profit/loss adjusted for non-cash operating
items and working capital changes attributable to the operating activities.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
investment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital and
payment of distributions to the Limited Partners as well as the raising of loans and instalments on interest-
bearing debt, if any. Cash comprises cash in bank deposits.
Significant accounting estimates, assumptions, and uncertainties2
Capidea Kapital II K/S invests in portfolio enterprises, which primarily includes equity investments and to a
smaller extent contribution of loans to development-oriented enterprises, and which may require continuous
contribution of capital. The investments are accounted for at fair value through profit or loss. When measuring
the fair value of the unlisted investments, the General Partner assesses the development stage of the portfolio
enterprises compared to the initial plans at the time of making the initial investments, future financing
requirements, commercialisation possibilities, timing of exit and possible exit values.
Capidea Kapital II K/S | Notes to the financial statements 22
The fair value of each unlisted portfolio enterprise is determined in accordance with commonly used valuation
principles based on IPEV’s Valuation Guidelines, taking into account the assessment of the development stage of
the enterprise as well as its market potential and expected cash flows in order to reflect the fair value of the
portfolio enterprise in the best way possible. Methods and assumptions for determining the fair value of
investments in unlisted portfolio enterprises are described in note 14.
Fair value adjustments3
2024
DKK'000
2023
DKK'000
Net increase/(decrease) in realised gains/(losses) 0 (979)
Net increase/(decrease) in unrealised gains/(losses) (23,309) (19,107)
Fair value adjustment (23,309) (20,086)
Administrative expenses4
The Fund has no employees.
Administrative expenses include management fee for the period to , in accordance
with the Limited Partnership Agreement and management agreement. For further information about
management fee, please refer to note .
Also, administrative expenses include fees to audit, advisors and other professional fees.
Capidea Management ApS
15
2024
DKK'000
2023
DKK'000
Management fee 789 1,020
General partner fee 70 70
Other administrative expenses 130 257
Administrative expenses 989 1,347
According to Article 107 of the AIFMD Level 2 Regulation and paragraph 61 section 3 (5 and 6) of the Alternative
Investment Fund Managers etc. Act, alternative investment funds must disclose information about the total
remuneration of the entire staff of the Fund Manager and the number of beneficiaries. Furthermore,
remuneration to material risk-takers must be disclosed.
The Fund Manager must also disclose the information necessary to provide an understanding of the risk profile
of the Fund and the measures that the Fund Manager takes to avoid or manage conflicts of interest between the
Fund Manager and the Limited Partners. The Board of Directors has adopted a remuneration policy in order to
ensure that the employees and Management are remunerated according to the Danish Executive Order on
remuneration policy and disclosure requirements on remuneration for managers of alternative investment funds,
etc.
The remuneration policy ensures, among other matters, that the following is applied in relation to remuneration
at the Fund Manager:
Promoting of sound and effective risk management, which does not encourage excessive risk-taking.
Capidea Kapital II K/S | Notes to the financial statements 23
Consistency with the principles regarding the protection of the Limited Partners and measures in order to
avoid conflicts of interest.
In accordance with paragraph 61 section 3 (5 and 6) of the Alternative Investment Fund Managers etc. Act,
information regarding salaries paid to employees of the fund manager is disclosed in the Annual Report for
of , CVR no. 39144735.
2024
Capidea Management ApS
No carried interest was paid out by the Fund during the financial period.
Other operating expenses5
Other operating expenses for the financial period amounts to DKK 0 and for the comparision figures DKK 522
thousand comprising of write downs on other receivables.
Financial income6
2024
DKK'000
2023
DKK'000
Interest income 101 857
Financial income 101 857
Financial expenses7
2024
DKK'000
2023
DKK'000
Other interest expenses and fees 163 682
Interest expenses for financial liabilities 163 682
Investments8
Investments
in portfolio
companies
2024
DKK'000
Investments
in portfolio
companies
2023
DKK'000
Cost at beginning of period 49,104 49,104
Cost at end of period 49,104 49,104
Fair value adjustments at beginning of period 68,318 87,372
Distributions 0 53
Fair value adjustments (23,309) (19,107)
Fair value at end of period 45,009 68,318
Carrying amount at end of period 94,113 117,422
Equity investments amounting to DKK 500 thousand comprise of unlisted shares in TOPCAP X ApS (SeaChange)
which is currently awaiting to be liquidated.
Capidea Kapital II K/S | Notes to the financial statements 24
Investments Corporate form Registered in
Equity
interest
%
Profit/(loss)
DKK'000
Equity
DKK'000
*TopCap Creativ Company ApS ApS Denmark 99.00 (3,524) 62,565
TopCap X ApS** ApS Denmark 99.00 (720) 681
*The Company has not yet presented its annual report for the entire year of 2023/24, these financial figures comprise the period 01.05.2023-30.04.2024.
**The Company has not yet presented its annual report for the entire year of 2024, these financial figures comprise the period 01.01.2023-31.12.2023.
Consistently with the accounting policies, the Fund regularly adjusts the value of the investments to the best estimate of fair value. This means that the proportionate share
of operating profit or loss for the Companies is not recognised in profit or loss of the Fund, but rather a fair value adjustment of the investment.
The methods applied by the Fund to measure investments are evident from note to the financial statements. 14
Capidea Kapital II K/S | Notes to the financial statements 25
Other receivables (Current)9
2024
DKK'000
2023
DKK'000
Other receivables 81 1,518
81 1,518
The carrying amount of receivables relates to disbursements on behalf of investments.
Limited partnership capital10
2024
DKK'000
2023
DKK'000
Limited Partners’ contribution at beginning of year (390,027) (391,117)
Contributions from Limited partners 0 1,090
Limited Partners’ contribution at end of year (390,027) (390,027)
The limited partners’ contributions are not divided into classes. Special rights (carried interest rights) are attached
to the distribution of dividends from the enterprise when the total realised gains of the enterprise exceed an
agreed minimum interest rate of 8% p.a. of the cash injections of the Limited Partners. The calculation is made
according to the so-called ”European Waterfall” method.
Other payables11
2024
DKK'000
2023
DKK'000
Other payables 843 658
Auditor and other advisors 84 117
Payable to Fund Manager 859 178
Other payables 1,786 953
The carrying amount of payables relates to legal fees, auditor’s fees, travel costs etc. The amount recognised is
equal to the fair value of the liabilities.
Other payables fall due for payment within 12 months.
Capidea Kapital II K/S | Notes to the financial statements 26
Financial instruments12
Categories of financial instruments:
2024
DKK'000
2023
DKK'000
Equity investments 94,613 117,922
Financial assets measured at fair value through profit or loss 94,613 117,922
Other receivables 81 1,518
Receivables measured at amortised cost 81 1,518
Other payables 1,786 953
Financial liabilities measured at amortised cost 1,786 953
All financial liabilities are due for payment within 12 months.
Financial risk management13
The General Partner is ultimately responsible for the overall risk management within the Fund but has delegated
the responsibility to the Fund Manager.
The Fund pursues an investment strategy approved by the Limited Partners and invests in small and mid-sized
Danish enterprises.
The Fund’s risk management processes include identification, measurement, monitoring, reporting and
mitigation of the identified risks to minimise the potential negative effects at fund level.
The Fund continuously manages and reduces risks by:
in-depth business, technical, financial and legal due diligence before an investment is made;
the conclusion of shareholder agreements in order to ensure the best possible protection and freedom of
action of the Fund;
continuous close monitoring of portfolio companies and active ownership.
Key financial risk factors and exposure regarding the financial statements for can be categorised as follows:2024
Capidea Kapital II K/S | Notes to the financial statements 27
Financial risk factors
Liquidity risks
Less than 1
year
DKK'000
Between 1
year and 5
years
DKK'000
After 5 years
DKK'000
Total
DKK'000
Other payables 1,786 0 0 1,786
31.12.2024 1,786 0 0 1,786
Less than 1
year
DKK'000
Between 1
year and 5
years
DKK'000
After 5 years
DKK'000
Total
DKK'000
Other payables 953 0 0 953
31.12.2023 953 0 0 953
The Fund manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities. In addition, the Fund is able to draw on uncalled commitments from its investors to
meet its obligations if needed. In addition, no indication of the Limited Partners' inability to contribute the
remaining fund commitment exists as well as future income from in-vestments is expected to settle the
outstanding amount.
Credit risks
In some cases, the Fund can provide loans to its portfolio enterprises, but has not. These loans are considered
part of the investments and are, therefore, not considered to represent a separate credit risk, but are rather con-
sidered being part of the total investment risk and risk relating to determining a fair value of the investments.
In some cases, the Fund has receivables from the sale of investments. Typically, the payment is secured by the
buyer depositing the receivable on escrow accounts in accepted credit institutions, and, therefore, the credit risk
is considered limited. At 31 December 2024, the Fund has not been exposed to any credit risks.
Interest rate risk
The risk related to the interest rate implies that the portfolio enterprises work with loan capital and are thus af-
fected by the interest rate level. An increase in interest rate level constitutes a potential risk for the fair value of
the investments.
Financial instruments measured at fair value14
The fair values of the individual investments are calculated on the basis of methods that best reflect
individual investment risks, life cycle, and industry conditions. Generally applicable, the fair value is calculated
in accordance with IPEV valuation guidelines and accepted valuation methods, including multiple
analysis/benchmarking or other relevant methods
Capidea Kapital II K/S | Notes to the financial statements 28
The fair value of the investments is measured on a quarterly basis, or more frequently if significant changes
occur.
The Fund Manager has implemented procedures and methodology to ensure that the valuation is carried out
consistently over time and across investments.
Methods applied in and assumptions underlying the determination of fair values of investments
The fair value of each investment and receivables from investments has been estimated by applying methods
that best reflect the risks and the stage of each investment, e.g., assumptions related to power prices, inflation
rates, technical availability and discount rate.
In general, the fair value is determined in accordance with IPEV Valuation Guidelines and generally accepted
valuation techniques, including DCF models, benchmarking or other relevant methods. The valuation approach
incorporates all of the factors that market participants would take into account in pricing a transaction, such as
cash flows, discount rates and yield curves assumptions.
Where a share purchase agreement (SPA) has been signed before the balance sheet date, the fair value of the
unlisted equity share is determined based on the agreed equity value, adjusted for changes in net interest-
bearing debt, net working capital, estimated leakage and any other variables which could influence the fair value
as of the balance sheet date.
The valuation of equity investments and receivables from investments is based on the same methods, as equity
investments and receivables from investments are exposed to the same risks, regardless of the funding method.
Description of the valuation process
The valuation process is carried out in connection with the preparation of internal reporting to investors and in
connection with the preparation of the Fund's annual report. The valuation assesses the portfolio investments at
the end of the accounting period and must reflect the fair value of each portfolio company, based on reasonable
valuation methods and assumptions.
Individual investments are assessed separately at the end of the accounting period and are in most cases
assessed on the basis of the market situation as follows: (i) determination of the Enterprise Value (EV) estimated
on the basis of a hypothetical sale of the investment at the time of the balancesheet date, based on one or more
of the valuation methods mentioned above, and (ii) calculation of the value of the equity investment by adjusting
EV for net debt and NWC adjustments as well as any equity related waterfall structures.
Fair value hierarchy for financial instruments measured at fair value in the balance sheet
Below, financial instruments measured at fair value are classified using the fair value hierarchy:
Quoted prices in active markets for identical instruments (Level 1)
Quoted prices in active markets for similar assets or liabilities or other valuation methods under which all
material inputs are based on observable market data (Level 2)
Valuation techniques under which any material inputs are not based on observable market data (Level 3)
All investments are classified as Level 3 investments and there have not been any transfers between the levels
during the financial year.
Capidea Kapital II K/S | Notes to the financial statements 29
Material unobservable inputs for Level 3
Financial instruments measured at fair value in the balance sheet are based on valuation techniques that include
material unobservable input. Material unobservable inputs mean in this context that the valuation is dependent
on a return requirement that contains a number of components that cannot be observed on trading markets, for
example project-specific risks and illiquidity prices.
Level 1
DKK'000
Level 2
DKK'000
Level 3
DKK'000
Total
DKK'000
2024
Unlisted shares, equity investments 0 0 94,613 94,613
Financial assets measured at fair value
through profit or loss
0 0 94,613 94,613
Level 1
DKK'000
Level 2
DKK'000
Level 3
DKK'000
Total
DKK'000
2023
Unlisted shares, equity investments 0 0 117,922 117,922
Financial assets measured at fair value
through profit or loss
0 0 117,922 117,922
Material unobservable inputs
The fair value of the unlisted equity share is determined based on a signed share purchase agreement (SPA) prior
to the balance sheet date. The key inputs, which are unobservable by other market participants, include the
agreed equity value, adjusted for changes in net interest-bearing debt, net working capital, and estimated leakage
as of the balance sheet date.
Valuations are conducted by the Management of the Fund's Manager and approved quarterly at the valuation
meeting as part of the quarterly report.
Related parties15
Related parties with a controlling interest
The Limited Partnership has no investors or related parties with a controlling interest.
Capidea Kapital II K/S | Notes to the financial statements 30
Related party transactions
2024
DKK'000
2023
DKK'000
The General Partner receives a fee for its obligation towards
as per limited partnership agreement
Capidea Kapital II
K/S
Payment to the General Partner 70 70
Fund Manager (the Fund Manager) is considered a related party of the Fund
due to its role as being Fund Manager
Management fee 789 1,020
Accrued interest on Escrow due to Co-investor, Capidea Invest II ApS
Investment fee 163 681
During the Investment Period, Management fee is calculated as a percentage of the Committed Capital. From the
expiry of the Investment Period, Management fee is calculated as a percentage of the Invested Capital in the
Fund.
Contingent liabilities16
There are no guarantees or contingent liabilities of the Fund.
Investors17
The Limited Partnership has registered the following Limited Partner as holding more than 5% of the voting rights
or nominal value of the contributed capital:
Limited Partner Residence Ownership percentage
Dansk Vækstkapital K/S Copenhagen 49.50
Nordea Bank Danmark A/S Copenhagen 13.70
Velliv, Pension & Livsforsikring A/S Ballerup 10.30
Events after the balance sheet date18
In January 2025, the Fund sold its final portfolio investment at a valuation that is not materially different from the
recognised fair value at the balance sheet date.
No other events have occurred after the balance sheet date to this date which would influence the evaluation of
this annual report .
Authorisation of the annual report for issue19
On 07 February 2025, the General Partner approved the financial statements. The financial statements will be
presented to the Fund’s Limited Partners for approval at the Annual General Meeting on 30 April 2025.