45872963 2025-09-10 2025-12-31 45872963 2025-09-10 2025-12-31 1 45872963 2025-09-10 2025-12-31 1 45872963 2025-09-10 2025-12-31 2 45872963 2025-09-10 2025-12-31 3 45872963 2025-09-10 2025-12-31 4 45872963 2025-09-10 2025-12-31 1 45872963 2025-12-31 45872963 2025-09-10 2025-12-31 fsa:ContributedCapitalMember 45872963 2025-09-10 2025-12-31 fsa:SharePremiumMember 45872963 2025-09-10 2025-12-31 fsa:RetainedEarningsMember 45872963 2025-12-31 fsa:ContributedCapitalMember 45872963 2025-12-31 fsa:SharePremiumMember 45872963 2025-12-31 fsa:RetainedEarningsMember iso4217:DKK xbrli:pure Annual report 2026-03-25 Martin Frank Poulsen The Board of Directors and the Executive Board have today considered and approved the annual report of Driversnote MidCo ApS for the financial year 10.09.2025 - 31.12.2025. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2025and of the results of its operations for the financial year 10.09.2025 - 31.12.2025. We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend the annual report for adoption at the Annual General Meeting. Copenhagen Martin Frank Poulsen Jens Bøjrup Jeppesen Peter Thorlund Haahr Chair Martin Frank Poulsen Jonas Kej Åradsson To the shareholders of Driversnote MidCo ApS We have audited the financial statements of Driversnote MidCo ApS for the financial year10.09.2025 - ​31.12.2025, which comprise the income statement, balance sheet, statement of changes in equity and ​notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act.​​ ​​In our opinion, the financial statements give a true and fair view of the Entity’s financial position at31.12.2025and of the results of its operations for the financial year 10.09.2025 - 31.12.2025 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and 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 this auditor’s report. We are independent of the Entity 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 Entity’s ability to continue ​as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going ​concern basis of accounting in preparing the financial statements unless Management either intends to liquidate ​the Entity or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are ​free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ​our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted ​in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material ​misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, ​individually or in the aggregate, they could reasonably be expected to influence the economic decisions of ​users taken on the basis of these financial statements.​​As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, ​we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the financial statements, whether due to ​fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence ​that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a ​material misstatement resulting from fraud is higher than for one resulting from error, as fraud may ​involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.​Obtain an understanding of internal control relevant to the audit in order to design audit procedures ​that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the ​effectiveness of the Entity’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 Entity’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 ​Entity to cease to continue as a going concern.​Evaluate the overall presentation, structure and content of the financial statements, including the disclosures ​in the notes, and whether the financial statements represent the underlying transactions and ​events in a manner that gives a true and fair view.Plan and perform the audit of the financial statements to obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business units as a basis for forming an opinion on the financial statements. We are responsible for the direction, supervision and review of the audit work performed. We remain solely responsible for our audit opinion.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. Management is responsible for the management commentary. ​​Our opinion on the financial statements does not cover the management commentary, 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 the management ​commentary and, in doing so, consider whether the management commentary is materially inconsistent with ​the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. ​​Moreover, it is our responsibility to consider whether the management commentary provides the information ​required by relevant law and regulations.Based on the work we have performed, we conclude that the management commentary is in accordance with ​the financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. Aarhus Deloitte Statsautoriseret Revisionspartnerselskab 33963556 Sune Pagh Sølvsteen State Authorised Public Accountant mne47819 Primary activitiesThe objects of the company are to hold shares in Driversnote ApS. Description of material changes in activities and financesThe financial year 2025 was characterised by a material ownership transaction completed on 3 October 2025, whereby a new ownership structure was established and control was obtained through a holding structure. As part of the transaction, VIA Equity Fund V K/S acquired 40% of the share capital of Driversnote TopCo ApS. ​ ​The transaction was financed through a combination of equity contributions and debt financing, including vendor ​financing. A purchase price allocation was performed as of the acquisition date. The excess of the purchase consideration over the fair value of the identifiable net assets acquired has been recognised as goodwill in the consolidated financial statements and is amortised over its expected useful economic life. ​ ​The transaction significantly impacted the Group’s balance sheet and capital structure, including the recognition of goodwill and acquisition-related interest-bearing debt. ​ ​The result for the year is affected by goodwill amortisation, financing costs related to the transaction, transaction and establishment costs, and the underlying operational performance of the Group. The underlying operations developed in line with Management’s expectations. The result for 2025 was realised within the expectations communicated in the 2024 Annual Report, and Management considers the result satisfactory. ​ ​Capital resources and financing ​The Group’s capital structure consists of equity and interest-bearing debt, primarily related to the transaction financing. Management considers the Group’s capital resources and liquidity adequate to support planned operations and development. Liquidity and debt servicing capacity are monitored on an ongoing basis. Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. -6391102 -2585509 1506878 -10483489 -337106 -10146383 -10146383 -10146383 593689668 593689668 593689668 6000 331106 337106 3448355 3785461 597475129 20002 486751615 486771617 87202500 87202500 23479378 20875 759 23501012 110703512 597475129 20000 0 0 20000 2 476897998 0 476898000 -476897998 476897998 0 20000000 20000000 -10146383 -10146383 20002 0 486751615 486771617 1 Tax on profit/loss for the year2025​DKKChange in deferred tax(6,000)Refund in joint taxation arrangement(331,106)(337,106) 2 Financial assetsInvestments in group enterprises​DKKAdditions596,275,177Cost end of year596,275,177Amortisation of goodwill(11,267,103)Share of profit/loss for the year11,203,039Other adjustments(2,521,445)Impairment losses end of year(2,585,509)Carrying amount end of year593,689,668Goodwill or negative goodwill recognised during the financial year564,079,590Included in financial assets is a positive value of TDKK 135.974 which is allocated to technology and existing customer base in the investments at the aquisition date. This positive value is amortised over 10 years, as this is the amortisation period for technolgy and existing customer base. Other adjustments contain the amortisation of​the positive value in the financial year.​​Management has, in connection with the preparation of the annual report, conducted an assessment of any potential impairment needs. Management has concluded that there is no impairment requirement related to the above-mentioned assets or goodwillInvestments in subsidiariesRegistered inCorporate formEquity​interest​%Driversnote ApSCopenhagenApS100.00 3 Non-current liabilities other than provisionsDue within 12 months ​2025​DKKDue after more than 12 months​2025​DKKBank loans23,479,37887,202,50023,479,37887,202,500 4 EmployeesThe Entity has no employees other than the Executive Board. The Executive Officer has not received any ​​​remuneration.2025Average number of full-time employees0 0 5 Contingent liabilitiesThe Entity participates in a Danish joint taxation arrangement where Driversnote TopCo ApSserves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is​therefore liable for income taxes etc. for the jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements. 6 Assets charged and collateralBank loans are secured by way of a deposited mortgage deed registered to the mortgagor on investments in subsidaries of DKK 52.500 nominal. ​ ​The carrying amount of mortgaged investments in subsidaries is DKK 592,979k.​​The company’s loan agreement with the bank includes a number of covenants based on operational performance. In the event that the covenants are not complied with, the bank has the right to demand immediate repayment of the loan. This annual report has been presented in accordance with the provisions of the Danish Financial Statements ​Act governing reporting class B enterprises with addition of a few provisions for reporting class C. Non-comparabilityThis is the Companys first annual report. Hence there is non-comparability. Recognition and measurementAssets 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 Entity, and the value of the asset can be measured reliably. ​​Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a ​result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the ​value of the liability can be measured reliably. ​​On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial ​recognition is effected as described below for each financial statement item. ​​Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm ​or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and ​measurement. ​​Income is recognised in the income statement when earned, whereas costs are recognised by the amounts ​attributable to this financial year. Business combinationsNewly acquired or newly established enterprises are recognised in the financial statements from the time ​of acquiring or establishing such enterprises. Divested or wound-up enterprises are recognised in the consolidated income statement up to the time of their divestment or winding-up. ​​The purchase method is applied at the acquisition of new enterprises, under which identifiable assets and ​liabilities of these enterprises are measured at fair value at the acquisition date. Provisions for costs of restructuring of the enterprise acquired are only made in so far as such restructuring was decided by the ​enterprise acquired prior to acquisition. Allowance is made for the tax effect of restatements.Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets ​and liabilities taken over are recognised in intangible assets, and they are amortised systematically over ​the income statement based on an individual assessment of their useful lives. If the useful life cannot be ​estimated reliably, it is fixed at 10 years. Useful life is reassessed annually. Gross profit or lossGross profit or loss comprises external expenses. Other external expensesOther external expenses include expenses relating to the Entity’s normal activities. Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual ​enterprises’ profit/loss after full elimination of intra-group profits or losses. Other financial expensesOther financial expenses comprise interest expenses, including interest expenses related to bank loans. Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the ​income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.The Entity is jointly taxed with all Danish group enterprises. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses). Investments in group enterprisesInvestments in group enterprises are recognised and measured according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity value, calculated according to the accounting policies of the parent company, plus unamortised goodwill and plus or minus unrealised intra-group profits or losses. ​​Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises ​are written down to net realisable value based on a specific assessment. If the Parent has a legal or constructive obligation to cover the liabilities of the relevant enterprise, and it is probable that such obligation will involve a loss, a provision is recognised that is measured at present value of the costs necessary to settle the obligations at the balance sheet date.​​Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to the reserve for net revaluation according to the equity method in equity.​​Goodwill is calculated as the difference between cost and fair value of the pro rata share of assets and liabilities acquired. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. The amortisation period used is 10 years. ​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.The accounting policies applied to material financial statement items of group enterprises are: ​​Revenue: Revenue from the sale of goods for resale is recognised in the income statement when delivery is made​and risk has passed to the buyer. Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.​ ​Staff costs: Staff costs comprise salaries and wages, and social security contributions, pension contributions, etc . for entity staff.​​Other investments: Other current asset investments comprise listed securities measured at fair value (market price) at the balance sheet date. Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based value of assets and liabilities, for which the tax-based value is calculated based on the planned use of each asset. However, no deferred tax is recognised for amortisation of goodwill disallowed for tax purposes and temporary differences arising at the date of acquisition that do not result from a business combination and that do not have any effect on profit or loss or on taxable income. ​​Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at ​their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Joint taxation contributions receivable or payableCurrent joint taxation contributions payable or joint taxation contributions receivable are recognised in the balance sheet, calculated as tax computed on the taxable income for the year, which has been adjusted for prepaid tax. For tax losses, joint taxation contributions receivable are only recognised if such losses are expected to be used under the joint taxation arrangement. CashCash comprises bank deposits. Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Grundlag for konklusion Konklusion 2026-03-25 2026-03-25 true Aarhus C 8000 2 City Tower, Værkmestergade København København V 1717 Regnskabsklasse B Revisionspåtegning 2025-12-31 2025-09-10 34 Skelbækgade Driversnote MidCo ApS 45872963 33963556 2300 København S Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab