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c:ConsolidatedMember d:ReceivablesMember 41241454 2025-12-31 d:ReceivablesMember 41241454 2024-12-31 d:ReceivablesMember 41241454 2025-12-31 c:ConsolidatedMember d:TaxLossesMember 41241454 2024-12-31 c:ConsolidatedMember d:TaxLossesMember 41241454 2025-12-31 d:TaxLossesMember 41241454 2024-12-31 d:TaxLossesMember 41241454 2025-12-31 c:ConsolidatedMember d:LongtermDebtToOtherCreditInstitutionsMember 41241454 2025-12-31 c:ConsolidatedMember d:LongtermPayablesToShareholdersAndManagementMember 41241454 2025-12-31 c:ConsolidatedMember d:OtherLongtermPayablesMember iso4217:DKK xbrli:pure Total cash flows Share capital Non-fixed assets Total cash flows Earnings before interest, taxes, depreciation and amortisation (EBITDA) Non-fixed assets Total cash flows Provisions Provisions EBITDA-margin Share capital Earnings before interest, taxes, depreciation and amortisation (EBITDA) Share capital Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Earnings before interest, taxes, depreciation and amortisation (EBITDA) Profit before interest and tax (EBIT) Profit before interest and tax (EBIT) Profit before interest and tax (EBIT) Profit before interest and tax (EBIT) Profit before interest and tax (EBIT) Non-fixed assets Normalized EBITDA Normalized EBITDA Normalized EBITDA Normalized EBITDA Normalized EBITDA Total cash flows Profit/loss before tax Profit/loss before tax Profit/loss before tax Profit/loss before tax Profit/loss before tax Fixed assets Fixed assets Fixed assets Fixed assets Fixed assets Non-fixed assets Non-fixed assets Non-current liabilities other than provisions Share capital Share capital Provisions Provisions Provisions Non-current liabilities other than provisions Non-current liabilities other than provisions Non-current liabilities other than provisions Non-current liabilities other than provisions Current liabilities other than provisions Current liabilities other than provisions Current liabilities other than provisions Current liabilities other than provisions Current liabilities other than provisions Total cash flows EBITDA-margin EBITDA-margin EBITDA-margin EBITDA-margin Current ratio Current ratio Current ratio Current ratio Current ratio Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2025-01-01 2025-12-31 2024-01-01 2024-12-31 41241454 P-Esoft 2022 A/S Scandiagade 8, 6. 2450 København SV 2020-03-09 København EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg Danmark +45 73 23 30 00 2026-05-04 Allan Krogsgaard Jakobsen Regnskabsklasse C, stor virksomhed Revisionspåtegning Grundlag for konklusion Konklusion true 2026-05-04 2026-05-04 CaseWare Working Papers Today, the Board of Directors and the Executive Board have discussed and approved the annual report of P-Esoft 2022 A/S for the financial year 1 January - 31 December 2025. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Company at 31 December 2025 and of the results of the Group's and the Company's operations and of the consolidated cash flows for the financial year 1 January - 31 December 2025. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. Copenhagen Henrik Bonnerup CEO Allan Bach Pedersen Chairman Jan Johan Kühl Rune Lillie Gornitzka To the shareholders of P-Esoft 2022 A/S We have audited the consolidated financial statements and the parent company financial statements of P-Esoft 2022 A/S for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies, for the Group and the Parent Company, and a consolidated cash flow statement. The consolidated financial statements and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act.In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2025, and of the results of the Group's and Parent Company's operations as well as the consolidated cash flows for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements and the parent Company financial statements" (herinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.IndependenceWe are independent of the Group 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. Management is responsible for the preparation of consolidated financial statements and parent company 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance as to 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 the 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 Group's and the Parent Company's internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, 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 group audit to ob­tain suf­fi­cient 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 group fi­nan­cial state­ments and the parent com­pany fi­nan­cial state­ments. 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 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's review.Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the Management's review. Copenhagen Søren Smedegaard Hvid State Authorised Public Accountant mne31450 209370000 138841000 123992000 51824000 11118000 13966000 27926000 -15986000 -2484000 -31982000 -30870000 -21592000 -4881000 0 35680000 30857000 15351000 10493000 -15648000 -20231000 -31002000 -5526000 -46518000 -41823000 -35883000 -37508000 -32573000 -36798000 369437000 394633000 385876000 407402000 33019000 37420000 42508000 46000000 428384000 453402000 2018000 4107000 5694000 1506000 25038000 23618000 19931000 18931000 170829000 196412000 0 13801000 19715000 26257000 170742000 184108000 143660000 157290000 85519000 57879000 94197000 73443000 -16492000 3755000 -13964000 -405894000 27137000 421693000 -5977000 -8182000 -3319000 19554000 -10.0 -6.6 2.3 14.0 42.0 47.8 59.2 37.3 3.6 4.3 13.3 -11.5 -7.5 -5.0 -0.6 -14.1 38.6 64.7 45.1 62.6 30.6 33.7 32.5 34.8 -25.2 -20.3 -18.5 -28.2 764 961 For terms and definitions, please see the accounting policies. P-Esoft 2022 A/S and its subsidiaries represent one of the leading players in real estate marketing, primarily for realtors and photographers. The Group provides services worldwide. The Group’s activities are separated into two groups: i) EFKT Group which consists of the retail activities in Scandinavia and ii) Esoft Systems which consists of the wholesale activities globally and the postproduction in Vietnam.EFKT GroupThe EFKT Group consists of commercial entities focusing on delivering end-to-end digital marketing solutions for real estate agents in Scandinavia. This includes the entire value chain related to real estate marketing: photography, film, floorplans, and copywriting; editing and refinement of raw materials; seamless integration into real estate agents’ systems; and activation of content through automated workflows and tailored branding across digital channels. The Group operates in Denmark and Norway. In Norway, activities are conducted under the EFKT brand, while in Denmark a dual-brand strategy is applied through both EFKT and Zigna, the latter of which was acquired in 2024. In Q1 2025, EFKT Sweden was closed to focus on delivering stronger customer value in Denmark and Norway.Esoft Systems - Wholesale & ProductionEsoft Systems A/S provides technology-enabled digital marketing solutions and post-production services to real estate photographers globally, delivering scalable, high-quality visual content through our operations in Denmark and Vietnam. The Group serves both real estate photography networks and independent professionals through our two brands, Esoft and Imagelife, offering an integrated, one-stop platform that drives efficiency, consistency, and the ability for our customers to scale their businesses. Esoft Systems A/S is a subsidiary of Esoft HoldCo A/S and, following a 2024 demerger, operates alongside the other Esoft HoldCo A/S subsidiary, EFKT, which focuses on digital marketing solutions for realtors in the Nordic region. Esoft leverages capabilities and market insights gained through EFKT in Denmark and Norway - among the most digitally advanced real estate markets – to support our international growth and ability to address evolving customer needs across geographies. Production remains core to Esoft's operations, focusing on the enhancement of visual content with consistent quality and reliable delivery. Throughout 2025, we continued our strategic shift from a predominantly manual production model towards an automated, technology-driven setup - supported by human quality assurance - to drive efficiency and scalability while improving consistency and turnaround times.Number of employeesAt year-end 2024, the Group had 756 employees. We entered the year with 801 employees in the Group. The 2024 average for the Group ended at 787 employees. There have been no unusual circumstances which should be referred to in relation to the accounts. The Group’s revenue amounted to DKKt 307,457, representing a decrease of 6% over the Group’s revenue of DKKt 327,305 in 2024. EBITDA amounted to DKKt 11,148 (2024: DKKt 14,007) a modest decrease. In 2025, a focus has been on the integration of the Zigna acquisition and reorganization of EFKT Danmark. The Group incurred significant costs related to integration and reorganization. Normalized EBITDA was DKKt 35,680 (2024: DKKt 30,857) equal to an increase of 15.6% compared to the previous year.At year-end 2025, cash and non-utilized credit facilities amounted to approx. DKK 31,8m.Equity and cash positionThe shareholders contributed 14.2mDKK in new equity to ensure that the Group has suitable financial resources available for the strategy period. In connection with this a new bank agreement for the Group was obtained. This agreement ensures sufficient liquidity for the comings years also taking into consideration the seasonal nature of the industry in which the Group operates.Shareholders’ equity amounted to DKKt 146,194 (2024: DKKt 176,266), and consolidated assets to DKKt 402,456 (2024: DKKt 432,053). Market RisksThe Group's revenue is inherently linked to global real estate transaction volumes. A sudden decline in housing supply or extended periods of high interest rates and low consumer confidence could reduce the number of real estate listings, thereby affecting demand for the Group's services.Currency RisksForeign activities mean that profit, cash flow and equity are affected by the exchange rate development between DKK, NOK, USD, and VND. Exchange rate fluctuations related to the translation of the result and inter Group balance of foreign subsidiaries at the balance sheet date constitute a risk. No hedging is performed to meet fluctuations unless the risk is considered substantial.Interest Rate RisksThe short-term interest rates around the world have had a decreasing trend in 2025. Currently no hedging is performed, however, management will continuously assess the risk and to the extent of the assessed risk perform relevant hedging.Credit RisksThe Group’s credit risks related to trade receivables are included in the balance sheet. Management has at year-end assessed the risks related to trade receivables and has made relevant provisions for losses.Employee RisksHaving the right competencies with adequate experience is vital. Therefore, it is important that the Group continues to attract, retain, and develop skilled employees. Failure to do so has the potential to negatively impact the expected development of the Group.Supplier RisksThe Group is not dependent on individual suppliers, and the supplier risk is assessed as limited.IT RisksThe Group depends on Information Technology to manage critical business processes, ranging from sales and production to administrative and financial functions. The Group uses IT systems for internal purposes and externally for its customers. Extensive disruption of IT systems could have a negative effect on the Group. ComplianceThe Group prioritizes offering customers the highest level of security and contingency, as well as the proper and ethical usage of data, to protect customers, vendors, and the Group itself. In recent years, several organizational changes have been implemented to ensure compliance, including relocating the Wholesale business to the HQ location in Denmark. To further strengthen the Group’s focus on quality, security and compliance, the Group has obtained ISO 27001 and ISO 9001 in Esoft Systems. Research and development activities primarily include own software development with a focus on AI and state-of-the-art infrastructure. In the financial year, software development corresponding to DKK 20.5 million is capitalized. The Group continuously invests in the development of its central IT infrastructure and AI, which is a key lever in the continued successful development of the Group. Our CommitmentThe Group’s commitment to corporate social responsibility is founded on respect for internationally recognized principles for sustainable development, human rights (including labor rights), the environment, business ethics and the UN Global Compact principles as expressed in the UNGPs/OECD Guidelines. This commitment is integrated into the Group’s strategy and business operations. The Group has conducted an impact assessment (risk assessment) and accordingly updated its ESG Strategy. This process included the formulation of a Sustainability Statement, as well as the selection of ESG and sustainability KPIs relevant to the Group, both of which have received approval from the Board of Directors. To adhere to our commitment to transparency and compliance, Esoft HoldCo A/S ensures that all reporting practices, including those concerning our group structure and operations, are conducted with clarity and are accessible for review. This commitment aligns with our efforts to maintain the highest standards of corporate governance. Report on corporate social responsibility according to the Danish Financial Statements Act (ÅRL) §99a (and §99b) is published in Esoft HoldCo A/S’ Sustainability Report, which can be accessed via the following link: https://efkt.com/da/company/pressSustainability StatementIn Esoft, we are a passionate, action-oriented team that purposefully help real estate agents to market and sell properties. With over 20 years of experience delivering media solutions and effective marketing tools to brokers around the world, we know what we are talking about. We are working diligently to set tomorrow’s global standards for how we conduct our business including IT security, system reliability and customer service. We live our values of quality, credibility, openness, innovation, care, and passion every day, in our engagement with our customers, suppliers, and most importantly, with each other. Our presence in the Nordics and Vietnam influence how we perceive our responsibility towards our employees and communities. For Esoft, sustainability means: Ensuring that we have a diverse and skilled workforce: Our strong focus on always delivering high and consistent quality means that we prioritize the development of the right competences. We have a strong focus on training and upskilling of our employees and ensuring that we have a diverse organization in terms of gender and people with determination. Ensuring a good work environment for our employees: A good work environment and strong sense of community is an important value proposition across our organization. Throughout the entire organization, we build on our Nordic values and tradition for employee benefits (such as private health insurance and subsidized canteen) and thereby provide above standard work environment for our employees outside the Nordics. The main risk that the Group faces when trying to secure a healthy and safe working environment while ensuring our employee´s well-being is their physical and mental well-being. To strengthen our work environment, especially in Vietnam, we have had several workshops focusing on how to improve this. In 2026 we will continue doing workshops focusing on the work environment and employee conditions. Reducing the environmental impact of our operations: The environmental footprint of our operations is mainly related to emissions from our car fleet when driving out to customers, our IT hardware setup and our business travel. The Group's CO2 baseline has been established, and we are continuously working on reducing the footprint from our operations. Our overall ambition is to run operations as environmentally friendly as possible. In 2026, we are going to invest in electric vehicles and energy efficient technology. Ensuring that we have good governance in place: We have a strong focus on running our business responsibly and ensuring that we have good governance in place and respect human rights. The main risk in terms of respecting human rights is first and foremost data privacy and security due to our business handling large amounts of data on behalf of our customers. As a large part of our operation is in Vietnam, which generally ranks low on Transparency International’s Corruption Perception Index, this has been of specific importance throughout Esoft’s history. In 2025, the Group held several sessions regarding data privacy and security to strengthen the focus on human rights. No human rights violations have been registered in 2025. For 2026 the Group will continue to train regarding data privacy and other human rights aspects. In 2025, we have informed all our current and in-scope business partners about our anti-corruption policy. In 2025, there has not been identified any cases of corruption or bribery. In the future, we will communicate our guidelines and expectations regarding anticorruption to employees and business relations through our code of conduct. Support local community in Vietnam: Over the past 15 years we have built a sustainable model around training and employing disadvantaged people in the Vietnamese community under people with determination. We do this in collaboration with local NGOs and educational institutions in our community. We are satisfied with our efforts regarding our work with social and employee condition in 2025.GovernanceThe Board of Directors and the Executive Board work constantly to ensure that appropriate and sufficient control systems are in place, managed by a robust management team structure. The Board of Directors and the Executive Board have several duties that are defined by the Companies Act, the Danish Financial Statements Act and the Articles of Association and Rules of Procedure for the Board of Directors, among other regulations and policies. On this basis, the necessary internal procedures are continually being developed, refined, and maintained to ensure active, reliable and profitable management of the Group. The Board of Directors ensures that the Executive Board complies with the approved objectives, strategies, business procedures and rules of procedure for the Executive Board. The information presented to the Board of Directors is provided systematically before and during meetings, as well as in written and verbal reports. The topics of these reports include market development and the Group’s development and profitability. The Board of Directors and the Executive Management have overall responsibility for risk management and internal controls related to financial reporting. The Board of Directors of the Group meet at least six times a year. Furthermore, information about the Group, results and financial position is shared with the Board of Directors on a regular basis (monthly). If relevant, extraordinary meetings are held.Audit and risk committeeThe board and management have discussed the need for an audit and risk committee and have assessed that it is not relevant at this time given the size of the company.Remuneration to Management and the Board of DirectorsTo attract and retain the Group’s management competencies, the remuneration of Management, senior employees and the Board of Directors is based on tasks, value creation and conditions in comparable companies. An incentive program has been implemented in the form of bonus schemes and share and warrant-based incentive programs for key employees. It is a priority for the Group to offer customers a high level of security and business continuity as well as proper and ethical usage of data protecting both customers, vendors and the Group itself. To solidify our commitment to data security and ethics core parts of the Group are ISO 27001 certified. In 2024 we have also made and implemented a group wide AI Policy outlining our use of AI and the ethics we apply in this area. No material subsequent events to report. 2025 once again proved to be a turbulent year with several challenges for the macroeconomy worldwide with the wars in Ukraine and the Middle East and the global economic uncertainties. The inflation rates and interest rates fell during the year, and this positively impacted the real estate market worldwide. The recovery towards historical levels of market activity is expected to gradually continue in 2026, barring a global recession induced by the global risks i.e. oil price development. The outlook for interest rates is also very uncertain, which is another important factor in the global real estate market.EFKT Group2025 showed signs of stabilization in the Nordic housing markets, supported by declining inflation and improving financing conditions. Activity levels increased but remained below historical averages. This normalization is expected to continue into 2026, although uncertainty remains due to global economic conditions and geopolitical developments. At the same time, technological developments particularly within AI are expected to significantly impact the competitive landscape and customer expectations in digital marketing services. The Group actively monitors these developments and continuously adapts its offerings accordingly. The Group expects to continue delivering high-quality digital marketing services in Denmark and Norway while realizing further synergies across brands and markets. A new supplier agreement with a major Danish chain was entered into in Q1 2026, and revenue is expected to increase in the coming financial year. The Group will also continue to explore acquisition opportunities as part of its growth strategy.Esoft SystemsThe global real estate market in 2025 was shaped by continued macroeconomic uncertainty - including ongoing geopolitical conflicts, rising trade tensions, and new tariffs - yet stabilizing interest rates helped unlock demand across key markets. In the US, new listings rose approximately 6% but remained below pre-pandemic levels. From a technology standpoint, AI capabilities matured significantly across the industry in 2025. Automated image enhancement, virtual staging, and AI-generated content are now baseline expectations rather than differentiators. We expect 2026 to be characterized by continued uncertainty in real estate markets, alongside accelerating adoption of automated and AI-driven solutions across the photography value chain, where Esoft will be a driving force. Esoft will maintain its focus on developing a competitive market offering where speed and scalability are key to helping clients grow their businesses. Our production capabilities are increasingly transitioning from traditional manual editing towards AI-powered solutions – supported by professional human quality assurance - enabling near-instant turnaround times while maintaining consistent quality. Beyond production, we continue embedding AI across our platform to enhance customer workflows and unlock new efficiencies. 307457000 327305000 0 0 85016000 118717000 0 0 -6003000 -5411000 0 0 580000 93000 0 0 99841000 57676000 30000 40000 129183000 156416000 -30000 -40000 118065000 142450000 0 0 41988000 35558000 0 0 -30870000 -21592000 -30000 -40000 0 0 -33592000 -28965000 10840000 3320000 2000 144000 26488000 23551000 0 0 -46518000 -41823000 -33620000 -28861000 -7348000 -5890000 260000 23000 -39170000 -35933000 -33880000 -28884000 5290000 7049000 -35933000 34937000 25096000 0 0 6276000 6825000 0 0 142435000 156806000 0 0 177802000 193025000 0 0 361450000 381752000 0 0 5401000 7776000 0 0 50000 78000 0 0 5451000 7854000 0 0 0 0 122463000 144544000 1879000 3215000 0 0 657000 1812000 0 0 2536000 5027000 122463000 144544000 369437000 394633000 122463000 144544000 18526000 21360000 0 0 4590000 0 0 237000 5794000 4516000 0 0 1079000 2537000 0 0 29989000 28413000 0 237000 3030000 9007000 677000 706000 33019000 37420000 677000 943000 402456000 432053000 123140000 145487000 25038000 23618000 25038000 23618000 -3184000 -511000 0 0 101274000 122368000 98090000 121857000 23067000 30790000 0 0 146195000 176265000 123128000 145475000 0 13801000 0 0 0 13801000 0 0 95339000 113719000 0 0 74587000 70389000 0 0 816000 0 0 0 170742000 184108000 0 0 25998000 7428000 0 0 20259000 17382000 0 0 8166000 5994000 0 0 26493000 24457000 12000 12000 4603000 2618000 0 0 85519000 57879000 12000 12000 256261000 241987000 12000 12000 402456000 432053000 123140000 145487000 19931000 -1039000 120294000 31644000 3687000 30960000 0 0 -28884000 -7049000 0 -528000 0 -112000 0 0 -323000 6083000 1237000 1558000 23618000 -511000 122368000 30790000 1420000 12786000 0 0 -33880000 -5290000 0 2673000 0 492000 0 0 0 -1941000 25038000 -3184000 101274000 123128000 23067000 19931000 119254000 3687000 30959000 -28884000 0 -528000 23618000 121857000 1420000 12786000 -33880000 0 2673000 25038000 98090000 -39170000 -35933000 44297000 29257000 9721000 -2302000 14848000 -8978000 10840000 0 26488000 0 -800000 -8978000 20477000 37453000 2018000 4107000 0 20525000 -2491000 -2035000 -24986000 -64120000 190000 29880000 0 -4528000 2877000 0 5014000 4124000 2478000 1500000 0 1890000 14206000 34647000 0 -403000 19809000 64916000 -5977000 -8182000 9007000 17189000 3030000 9007000 The annual report of P-Esoft 2022 A/S for 2025 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to large reporting class C entities. The accounting policies used in the preparation of the financial statements are consistent with those of last year. Reporting currencyThe financial statements are presented in Danish kroner (DKK'000). ControlThe consolidated financial statements comprise the Parent Company and group entities controlled by the Parent Company.Control means a parent company’s power to direct a group entity’s financial and operating policy decisions. Besides the above power, the parent company should also be able to yield a return from its investment.In assessing if the parent company controls an entity, de facto control is taken into consideration as well. The existence of potential voting rights which may currently be exercised or converted into additional voting rights is considered when assessing if an entity can become empowered to direct another entity’s financial and operating decisions.Preparation of consolidated financial statementsThe consolidated financial statements are prepared as a consolidation of the parent company's and the individual group entities' financial statements, which are prepared according to the group's accounting policies. On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends, and realised and unrealised gains on intra-group transactions are eliminated. Unrealised gains on transactions with associates are eliminated in proportion to the group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains if they do not reflect impairment.In the consolidated financial statements, the accounting items of group entities are recognised in full. Non-controlling interests' share of the profit/loss for the year and of the equity of group entities which are not wholly-owned are included in the group's profit/loss and equity, respectively, but are disclosed separately.Acquisitions and disposals of non-controlling interests which are still controlled are recognised directly in equity as a transaction between shareholders.Investments in associates and joint ventures are recognised in the consolidated financial statements using the equity method.The group's activities in joint operations are recognised on a line-by-line basis. On initial recognition, non-controlling interests are measured at the fair value of the non-controlling interests' equity interest. Intra-group business combinationsThe book value method is applied to business combinations such as acquisition and disposal of investments, mergers, demergers, contributions of assets and share conversions, etc. in which entities controlled by the parent company are involved, provided that the combination is considered completed at the time of acquisition without any restatement of comparative figures. Differences between the agreed consideration and the carrying amount of the acquiree are recognised directly in equity. On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses.Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses. The Company has chosen IAS 11/IAS 18 as interpretation for revenue recognition.Income from the rendering of services is recognised as revenue as the services are rendered. Accordingly, revenue corresponds to the market value of the services rendered during the year (percentage-of-completion method).Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue. Other operating income comprise items secondary to the principal activities of the Company, including rental income from the temporary lease out of production facilities, compensation, government grants, refund of wages and salaries, gains on the disposal of intangible assets and property, plant and equipment, etc. Compensation and grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. Work performed on own account and risk and recognised as assets includes staff costs regarding work performed in the financial year in relation to the construction of one or more assets recognised in the balance sheet. Cost of sales includes the cost of goods used in generating the year's revenue. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs comprise wages and salaries, including holiday allowance and pensions, and other social security costs, etc., for the Company's employees. The item comprises amortisation/depreciation and impairment of intangible assets and property, plant and equipment.The cost net of the expected residual value for completed development projects and acquired IP rights is amortised over the expected useful life. Acquired IP rights include patents, rights and licences.Goodwill is amortised over the expected economic life of the asset, measured by reference to Management’s experience in the individual business segments. Goodwill is amortised on a straight-line basis over the amortisation period, which is between 5 and 20 years. The amortisation period is based on the strategical importance of the acquired subsidiary.The basis of amortisation/depreciation, which is calculated as cost less any residual value, is amortised/depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows:Completed development projects 5 years Patent and brand 15 years Customer relationships 5-15 years Goodwill 5-20 years Fixtures and fittings, other plant and equipment 3-5 yearsLeasehold improvements 5 years Depreciation is based on the residual value of the asset and is reduced by impairment losses, if any. The depreciation period and the residual value are determined at the acquisition date and are reassessed annually. Where the residual value exceeds the carrying amount of the asset, no further depreciation charges are recognised.In the case of changes in the depreciation period or the residual value, the effect on the depreciation charges is recognised prospectively as a change in accounting estimates. The income statement includes the proportional share of the underlying companies' profit or loss after elimination of internal profit/loss and after tax. In group entities, the full elimination of internal profit and loss is carried out without regard to ownership shares.The proportionate share of the individual group entities' profit/loss after tax after full elimination of internal gains/losses are recognised in the parent company's income statement. Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity.The Company and its Danish group entities are jointly taxed. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption).Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company. Goodwill is amortised over the expected economic life of the asset, measured by reference to Management’s experience in the individual business segments. Goodwill is amortised on a straight-line basis over the amortisation period.Development costs comprise expenses, salaries and amortisation directly or indirectly attributable to development activities.Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities areidentifiable and where the Company intends to produce, market or use the project, are recognised as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling costs and administrative expenses and development costs. Other development costs are recognised in the income statement as incurred.Development costs that are recognised in the balance sheet are measured at cost less accumulated amortisation and impairment losses.On completion of a development project, development costs are amortised on a straight-line basis over the estimated useful life. Patents and licences are measured at cost less accumulated amortisation and impairment losses. Patents are amortised on a straight line basis over the remaining term of the patent, and licences are amortised over the term of the licence, but not exceeding 15 yearsGains and losses on the sale of intangible assets are recognised in the income statement under "Other operating income" or "Other operating expenses", respectively. Gains and losses are calculated as the difference between the selling price less selling expenses and the carrying amount at the time of sale. Property, plant and equipmentItems of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use.Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. The Company has chosen IAS 17 as interpretation for classification and recognition of leases.Leases that do not transfer substantially all the risks and rewards incident to the ownership to the Company are classified as operating leases. Payments relating to operating leases and any other rent agreements are recognised in the income statement over the term of the lease. The Company's aggregate liabilities relating to operating leases and other rent agreements are disclosed under "Contingent liabilities". Equity investments in group entities are measured according to the equity method. Equity investments in joint ventures are also measured according to the equity method in the consolidated financial statements.On initial recognition, equity investments in group entities are measured at cost, i.e. plus transaction costs. The cost is allocated in accordance with the acquisition method; see the accounting policies regarding business combinations.The cost is adjusted by shares of profit/loss after tax calculated in accordance with the Group's accounting policies less or plus unrealised intra-group gains/losses.Identified increases in value and goodwill, if any, compared to the underlying entity's net asset value are amortised in accordance with the accounting policies for the assets and liabilities to which they can be attributed. Negative goodwill is recognised in the income statement.Dividend received is deduced from the carrying amount.Equity investments in group entities measured at net asset value are subject to impairment test requirements if there is any indication of impairment.Gains and losses on disposal of group entities and associates are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal including non-amortised goodwill and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses. The carrying amount of intangible assets, property, plant and equipment, investments in group entities and associates is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life.Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Impairment losses on goodwill are not reversed. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables.Receivables are measured at amortised cost.An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis.Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience.Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash consist of cash in hand. Reserve for net revaluation according to the equity method The net revaluation reserve according to the equity method includes net revaluations of investments in group entities and associates relative to cost. The reserve can be eliminated in case of losses, realisation of investments or a change in accounting estimates. The reserve cannot be recognised at a negative amount.Translation reserveThe translation reserve comprises the share of foreign exchange differences arising on translation of financial statements of entities that have a functional currency other than DKK, foreign exchange adjustments of assets and liabilities considered part of the Company's net investments in such entities and foreign exchange adjustments regarding hedging transactions that hedge the Company's net investments in such entities. The reserve is dissolved on the sale of foreign entities or if the conditions for effective hedging no longer exist. When equity investments in group entities and associates in the parent company financial statements are subject to the limitation requirement in the net revaluation reserve according to the equity method, foreign exchange adjustments will be included in this equity reserve instead.Grants without consideration within a groupGrants to a parent company without consideration are taken to equity as a dividend distribution, whereas grants received from the parent company are recognised under "Retained earnings in equity" in the balance sheet as a capital injection. The Company has chosen IAS 39 as interpretation for liabilities.Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases.Other liabilities are measured at net realisable value. Deferred incomeDeferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years. The cash flow statement shows the Company's net cash flows broken down according to operating, investing and financing activities, the year's changes in cash and cash equivalents as well as the cash and cash equivalents at the beginning and the end of the year.Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non cash operating items, changes in working capital and paid corporate income tax.Cash flows from investing activities comprise payments in connection with acquisitions and disposals of entities and activities and of intangible assets, property, plant and equipment and investments.Cash flows from financing activities comprise changes in the size or composition of the Company's share capital and related expenses as well as raising of loans, repayment of interest bearing debt and payment of dividends to shareholders. Cash and cash equivalents comprise cash. The allocation of revenue to activities and geographical markets is disclosed where these activities and markets differ significantly in the organisation of sales of goods and services. The financial ratios stated under "Financial highlights" have been calculated as follows:Operating profit/lossProfit/loss before net financials +/- Other operating income and other operating expensesOperating marginOperating profit/loss (EBIT) x 100RevenueGross marginGross profit/loss x 100RevenueEBITDA-marginEarnings before interest, taxes and amortisations (EBITDA) x 100RevenueReturn on assetsProfit/loss from operating activities x 100Average assetsCurrent ratioCurrent assets x 100Current liabilitiesEquity ratioEquity excl. non-controlling interests, year-end x 100Total equity and liabilities, year-endReturn on equityProfit/loss for the year after tax excl. non-controlling interests x 100Average equity excl. non-controlling interests No material subsequent events to report. Breakdown of revenue by business segment: Retail184,078221,30900Wholesale & Production123,379105,99600 307,457 327,305 0 0 581000 687000 23000 22000 406000 527000 5000 5000 108000 140000 10000 9000 68000 20000 8000 8000 98508000 124356000 0 0 5599000 4071000 0 0 8210000 8766000 0 0 5748000 5257000 0 0 118065000 142450000 0 0 756 787 0 0 Staff costs include remuneration to the Parent Company’s Executive Board and Board of Directors totaling DKK 7,304 thousand (2024: DKK 3,574 thousand). The parent company did not pay any remuneration to Management during the financial year. Remuneration paid in the year of comparison is DKK 0. 9694000 2818000 0 0 1146000 502000 2000 144000 5895000 2150000 0 0 20593000 21401000 0 0 5704000 5159000 0 0 -12513000 -11049000 260000 23000 -539000 0 0 0 -33880000 -28884000 84605000 8193000 190469000 222147000 -169000 0 0 0 20477000 0 0 0 -276000 0 -247000 -2976000 104637000 8193000 190222000 219171000 59509000 1368000 33663000 29122000 -96000 0 0 0 9291000 549000 15815000 12375000 996000 0 -1691000 -128000 69700000 1917000 47787000 41369000 34937000 6276000 142435000 177802000 The depreciation period for customer relations and goodwill is between 5-20 years. The depreciation is usually 5 years except for acquistions which has strategic importance for the future development of the business. Completed development projects Development projects is primarily related to the development of artificial intelligence solutions. Management has assessed that there are substantial savings potentials associated with the AI solutions and that the projects proceed as planned. The relating expenses primarily consist of internal expenses in the form of payroll costs The depreciation period on completed development projects is usually 5 years and does not exceed 20 years. Depreciation on completed projects is started, when the project is considered completed and revenue or saving can be recognized reliably. The depreciation period on completed development projects is usually 5 years. Depreciation on completed projects is started, when the project is considered completed and revenue or savings can be recognised reliably. Management has assessed that there are no indications of impairment in relation to the carrying amount. 33765000 247000 -972000 0 2018000 0 1883000 0 -560000 0 32368000 247000 25989000 169000 -805000 0 3930000 28000 -1587000 0 560000 0 26967000 197000 5401000 50000 Note18provides more details on security for loans, etc. as regards property, plant and equipment. 3215000 1812000 -314000 -159000 0 69000 1022000 1065000 1879000 657000 1879000 657000 Esoft HoldCo A/S Denmark 83.10 Esoft BidCo A/S Denmark 100.00 Esoft Systems A/S Denmark 100.00 EFKT Danmark A/S Denmark 100.00 EFKT Media ApS Denmark 100.00 Esoft International A/S Denmark 100.00 EFKT Sverige AB Sweden 100.00 EFKT Norge AS Norway 100.00 Esoft Vietnam Co., Ltd. Vietnam 100.00 EFKT Group A/S Danmark 100.00 P-Esoft 2022 A/S owns 83,10% of Esoft HoldCo A/S. Esoft HoldCo A/S owns 100% of the above mentioned entities. 223091000 14184000 237275000 -78547000 -2674000 -32834000 -757000 122463000 Esoft HoldCo A/S Denmark 83.10 The share capital consists of 25.038.171 shares of a nominal value of 0,01 DKK each. No shares carry any special rights. 13802000 19716000 -237000 -260000 13801000 0 5048000 41681000 0 -237000 -515000 -327000 0 0 337000 429000 0 0 -9460000 -27982000 0 0 Management considers it likely that there will be future taxable income against which tax deductions can be offset on the basis of expected future results. 121337000 25998000 95339000 0 74587000 0 74587000 74587000 816000 0 816000 0 Other payables, recognized under liabilities, primarily comprise items related to payroll and payable VAT. Other contingent liabilities Group The Danish entities of Esoft HoldCo A/S Group is jointly taxed with the ultimate Parent Company P-Esoft 2022 A/S (P-Esoft 2022 A/S acts as the administration company in the joint taxation group). The Danish entities of Esoft HoldCo A/S Group has unlimited joint and several liability, together with P-Esoft 2022 A/S, for payment of Danish corporation taxes for the income year 2022 as well as withholding taxes on dividends, interest and royalties within the joint taxation group. Group The Group has entered into operating leases which can be terminated within 1-18 months, and the total remaining nominal lease commitment is DKK 851 thousand as of 31 December 2025. The Group has entered rent agreements which can be terminated within 173 months and the total obligation as of 31 December 2025 amounts to DKK 16,537 thousand. As management company, the Company is jointly taxed with other Danish group entities. The Company is jointly and severally with other jointly taxed group entities for payment of income taxes the income years 2022 and going forward, and withholding taxes falling due for payment. As security for the Group’s debt to the Danish bank Nykredit A/S a receivables charge of DKK 500 thousand has been issued. The Group’s loan agreement with Nykredit A/S is furthermore based on a negative pledge that prohibits the Group from creating a security interest on a number of the Danish entities’ assets (goodwill, intellectual property rights, motor vehicles, other plant, fixtures and fittings, tools and equipment, inventories and trade receivables). The Danish entities of Esoft HoldCo A/S Group are jointly and severally liable for the Group’s net debt to Nykredit A/ S which amounts to DKK 143.039 thousand. All companies within the P-Esoft 2022 A/S-group have made comfort letters to support the other entities in the group with any necessary liquidity. As security for the Group’s debt to the Danish bank Nykredit A/S a receivables charge of DKK 500 thousand has been issued. The Group’s loan agreement with Nykredit A/S is furthermore based on a negative pledge that prohibits the Group from creating a security interest on a number of the Danish entities’ assets (goodwill, intellectual property rights, motor vehicles, other plant, fixtures and fittings, tools and equipment, inventories and trade receivables). The Danish entities of Esoft HoldCo A/S Group are jointly and severally liable for the Group’s net debt to Nykredit A/ S which amounts to DKK 143.039 thousand. Parties exercising control Related partyDomicileBasis for control Polaris Private Equity V K/SAxeltorv 2, 1609 CopenhagenParticipating interest Related party transactions The Company solely discloses related party transactions that have not been carried out on an arm's length basis, cf. section 98c(6) of the Danish Financial Statements Act. All transactions have been carried out on an arm's length basis. Remuneration of the Parent Company's Executive Board and the Board of Directors is disclosed in note 4. Ownership The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the votes or minimum 5% of the share capital: NameDomicile Polaris Private Equity V K/SAxeltorv 2, 1609 Copenhagen 41988000 35558000 -10838000 0 -26488000 0 5704000 -5889000 -12513000 0 -6532000 -412000 3014000 -696000 -6707000 1606000 0 -106000 0 -2394000 0 -500000 0 -4788000 0 -22313000 3030000 9007000