42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 3 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 4 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 42500445 2024-01-01 2024-12-31 cmn:ConsolidatedMember 42500445 2025-12-31 cmn:ConsolidatedMember 42500445 2024-12-31 cmn:ConsolidatedMember 42500445 2024-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42500445 2024-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42500445 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 42500445 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 42500445 2024-01-01 2024-12-31 cmn:ConsolidatedMember 1 42500445 2023-12-31 cmn:ConsolidatedMember 42500445 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:BoardOfDirectorsMember 42500445 2024-01-01 2024-12-31 cmn:ConsolidatedMember fsa:BoardOfDirectorsMember 42500445 2025-01-01 2025-12-31 42500445 2024-01-01 2024-12-31 42500445 2025-12-31 42500445 2024-12-31 42500445 2024-12-31 fsa:ContributedCapitalMember 42500445 2024-12-31 fsa:RetainedEarningsMember 42500445 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 42500445 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 42500445 2025-12-31 fsa:ContributedCapitalMember 42500445 2025-12-31 fsa:RetainedEarningsMember iso4217:DKK xbrli:pure Annual report 2026-05-19 Henrik Normann The Board of Directors and the Executive Board have today considered and approved the annual report of Caphold D ApS for the financial year 01.01.2025 - 31.12.2025. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025and of the results of their operations and the consolidated cash flows for the financial year01.01.2025 -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. Hellebæk Sven-Eric Nilsson John Thomas Chairman Henrik Normann Vice chairman Lene Boserup-Wedam Henrik Boserup-Wedam To the shareholder of Caphold D ApS We have audited the consolidated financial statements and the parent financial statements of Caphold D ApS for the financial year 01.01.2025 - 31.12.2025, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements are prepared in accordance with the Danish Financial Statements Act. ​​ ​​In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2025 - 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 consolidated financial statements and the parent financial statements" section of this auditor’s report. We 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. 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 consolidated financial statements and parent 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 consolidated financial statements and parent financial statements that are free from material misstatement, ​whether due to fraud or error. ​​ ​​In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and 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​consolidated financial statements and the parent 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 consolidated financial statements and the parent 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 consolidated financial statements and parent 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 consolidated financial statements and the parent 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 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 consolidated financial statements and the parent 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 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 consolidated financial statements and the parent 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 ​Entity to cease to continue as a going concern.​Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures ​in the notes, and whether the consolidated financial statements and the parent 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 consolidated financial statements and the parent 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 commentary. ​​ ​​Our opinion on the consolidated financial statements and the parent 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 consolidated financial statements and the parent financial statements, our responsibility is to read the management ​commentary and, in doing so, consider whether the management commentary is materially inconsistent with ​the consolidated financial statements and the parent 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 consolidated financial statements and the parent 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. Copenhagen Deloitte Statsautoriseret Revisionspartnerselskab Deloitte Statsautoriseret Revisionspartnerselskab 33963556 33963556 Bjørn Winkler Jakobsen State Authorised Public Accountant mne32127 Henrik Hartmann Olesen State Authorised Public Accountant mne34143 Financial highlights2025​DKK'0002024​DKK'0002023​DKK'0002022​DKK'0002021​DKK'000Key figuresGross profit/loss43,07467,78850,86465,87320,014EBITDA8,53733,94420,44035,6279,411Operating profit/loss(3,138)24,93811,44426,6345,832Net financials(6,003)(5,581)(7,110)(5,733)(3,774)Profit/loss for the year(10,191)14,5831,65019,6992,058Balance sheet total189,453210,791197,994231,644225,155Investments in property, plant and equipment1170157482882Equity82,96393,17476,60774,95755,258Cash flows from operating activities18,8553,95460,089(20,452)(27,499)Cash flows from investing activities(5,208)(4,330)(3,599)955(110,676)Cash flows from financing activities(12,137)(7,924)(46,527)6132,800Average number of ​employees5454556056RatiosReturn on equity (%)(11.57)17.182.1830.263.70Equity ratio (%)43.7944.2038.6932.3624.54Financial highlights are defined and calculated in accordance with the current version of "Recommendations & ​Ratios" issued by the CFA Society Denmark.​​EBITDA is defined as operating profit before depreciations excluding other operating expenses (loss or gain on sale of fixed assets).Return on equity (%) :Profit/loss for the year * 100 ​​​Average equityEquity ratio (%) :​Equity * 100 ​​​Balance sheet total Primary activitiesThe parent company's activities are to own shares in other companies.​​The Groups activities comprises Dancover A/S which is an international supplier specializing in products for parties, events, storage solutions and garden enhancement. Since its establishment in 2003, Dancover A/S has developed into one of the leading suppliers in Europe within its product categories. ​​Headquartered in Denmark, the Group operates an international e-commerce platform serving both private and professional customers across Europe. Development in activities and financesThe financial year 2025 was characterised by a more challenging market environment compared to the previous year, largely driven by geopolitical developments during the year. Consumer demand across several European markets remained cautious, while global supply chain conditions, currency fluctuations and freight costs continued to impact margins. Profit/loss for the year in relation to expected developmentsGross profit decreased compared to 2024 and amounted to DKK 43.1 million, reflecting lower sales volumes and increased cost pressure in certain parts of the product portfolio. EBITDA for the year amounted to DKK 8.5 million ​compared to DKK 33.9 million in 2024, and is significantly below the expected EBITDA level communicated in the 2024 annual report. The deviation is primarily explained by the market conditions and operational factors described below. ​ ​Despite the weaker financial performance, the Group maintained its operational capacity and continued its strategic investments in digital infrastructure, IT security and e-commerce development. During 2025, the Group completed the development of its new e-commerce platform and successfully launched the new webshop at the end of the year as planned. ​ ​While the launch represents an important strategic milestone for the Group’s future digital development, the transition to the new platform also created operational challenges during the initial phase. These challenges temporarily affected both revenue and operating costs, which had a negative impact on the financial performance in the latter part of the year. ​ ​The Group also continued its efforts to optimise inventory levels and working capital following the strong inventory build-up seen in previous years. ​ ​Loss before tax for the year amounted to DKK 9.1 million, while loss for the year amounted to DKK 10.2 ​million. ​ ​The result is considered below management’s expectations and primarily reflects the temporary effects related to ​the transition to the new e-commerce platform combined with continued cost pressure in logistics and sourcing. Furthermore, amortisation related to IT and development investments increased during the year. ​ ​Management considers the result unsatisfactory but believes that the underlying investments made during the year support the Group’s long-term development and competitiveness. OutlookFollowing the launch of the new e-commerce platform at the end of 2025, the Group experienced continued operational adjustments during the first months of 2026. These challenges have temporarily affected both sales performance and cost levels and therefore also had a negative impact on results in the beginning of the year. ​​Management expects these challenges to gradually stabilise during 2026 as the new platform becomes fully integrated into daily operations. ​​Looking ahead, the Group continues to focus on strengthening its core product categories such as pavilions, greenhouses, party tents and FleXtents, as well as expanding the offering within home and garden related products. ​​Strategically, the new e-commerce platform will play a key role in supporting future growth, improving the customer journey and increasing operational efficiency across European markets. ​​For the financial year 2026, management expects an EBITDA in the range of DKK 10–15 million and a loss for the year in the range of DKK 6-0 million. ​​Management expects performance to improve during the year as the benefits of the new platform and operational improvements begin to materialize. Research and development activitiesThe Group continues to invest in the development of its digital platforms, internal systems and product portfolio. The Group’s development activities focus particularly on e-commerce solutions, warehouse management tools ​and the development of sustainable product alternatives within key categories such as party tents, pavilions and pergolas. Statutory report on corporate governanceCaphold D ApS is part of a group which has the Danish private equity fund Capidea as its main shareholder.​​Companies that are owned by private equity funds and presents the annual report in accordance with the rules for large class C companies must incorporate AE's (Active Owners Denmark) guide to good corporate governance.​​The Group presents the annual report in accordance with the rules for medium-sized companies in accounting class C and is therefore not fully comprehend by AE's guidelines.​​Capidea is represented in the Board of Directors by Partner Henrik Normann. Board meetings are held at least 4 times a year. There has not been set up any special board committees. 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. 43073918 67787643 34536856 33843941 11616304 8964844 58841 40522 -3138083 24938336 123171 299145 6126269 5880112 -9141181 19357369 1049592 4774621 -10190773 14582748 1599608 108453 8979515 7354589 121650483 129444263 0 1877218 132229606 138784523 250711 277420 250711 277420 385828 267503 385828 267503 132866145 139329446 43120761 58143017 1162931 2203482 44283692 60346499 1675155 2632666 305172 1237944 0 10095 1937681 550883 844508 652017 4762516 5083605 7541146 6030980 56587354 71461084 189453499 210790530 1037594 1037594 81925610 92136829 82963204 93174423 300000 300000 300000 300000 0 17858859 4237121 4014576 56594237 53390790 60831358 75264225 3454500 6840014 9087087 3405922 1946372 2893863 21466056 22896747 9404922 6015336 45358937 42051882 106190295 117316107 189453499 210790530 1037594 92136829 93174423 0 20446 20446 -10190773 -10190773 1037594 81925610 82963204 11616304 8964844 0 100000 17883846 -18473811 26362067 15529369 123171 299145 6126269 5880112 1503618 5994901 18855351 3953501 4972224 4486716 -117420 149209 Change of deposits -118325 7244 -5207969 -4330263 -13647382 376762 5040478 5900402 17177694 15824563 0 2000000 -12137216 -7924161 1510166 -8300923 6030980 14331903 7541146 6030980 1 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. 2 Staff costs2025​DKK2024​DKKWages and salaries30,227,19229,091,351Pension costs3,882,8593,699,435Other social security costs426,8051,053,15534,536,85633,843,941Average number of full-time employees5454Remuneration​of ​management​2025​DKKRemunerationof management​2024​DKKBoard of Directors1,201,3641,370,2151,201,3641,370,215Special incentive programmesThe Group has in 2021 set up an incentive scheme for selected key employees in management with the option to subscribe new shares in Caphold D ApS. 37,594 warrents previously awarded remains further subscription at balance sheet date. Unless subscribed all warrant agreements will expire at 21.07.2031. The fair value of the warrants depends on the financial development in Dancover A/S (subsidiary) and whether or not a shareholder exit takes place. Per date of award and as of balance sheet date the value is considered to be zero or lower and the warrants have not been recognized in the financial statements.In accordance with section 98b(3) of the Danish Financial Statements Act, remuneration of the Executive Board has not been presented. 54 54 Remuneration​of ​management​2025​DKKRemunerationof management​2024​DKKBoard of Directors1,201,3641,370,2151,201,3641,370,215 1201364 1370215 3 Depreciation, amortisation and impairment losses2025​DKK2024​DKKAmortisation of intangible assets11,527,1418,797,664Depreciation on property, plant and equipment89,163167,18011,616,3048,964,844 4 Other financial income2025​DKK2024​DKKOther interest income123,171299,145123,171299,145 5 Other financial expenses2025​DKK2024​DKKOther interest expenses5,105,8925,513,357Exchange rate adjustments465,60336,869Other financial expenses554,774329,8866,126,2695,880,112 6 Tax on profit/loss for the year2025​DKK2024​DKKCurrent tax62,3194,869,665Change in deferred tax932,772(157,596)Adjustment concerning previous years54,50162,5521,049,5924,774,621 7 Proposed distribution of profit/loss2025​DKK2024​DKKRetained earnings(10,190,773)14,582,748(10,190,773)14,582,748 -10190773 14582748 -10190773 14582748 8 Intangible assetsCompleted development projects​DKKAcquired intangible assets​DKKGoodwill​DKKDevelopment projects in progress​DKKCost beginning of year112,33710,854,589155,875,6031,877,218Transfers2,050,19500(2,050,195)Additions04,799,2470172,977Cost end of year2,162,53215,653,836155,875,6030Amortisation and impairment losses beginning of year(3,884)(3,500,000)(26,431,340)0Amortisation for the year(559,040)(3,174,321)(7,793,780)0Amortisation and impairment losses end of year(562,924)(6,674,321)(34,225,120)0Carrying amount end of year1,599,6088,979,515121,650,4830Recognised assets not owned by Entity07,289,74100Acquired intangible assets includes leasing assets with a recognised cost price of DKK 9,320 thousand. Leasing assets are ammortised over the leasing period. 9 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKKCost beginning of year3,223,116Additions117,420Disposals(149,901)Cost end of year3,190,635Depreciation and impairment losses beginning of year(2,945,696)Depreciation for the year(89,163)Reversal regarding disposals94,935Depreciation and impairment losses end of year(2,939,924)Carrying amount end of year250,711 10 Financial assetsDeposits​DKKCost beginning of year267,503Additions118,325Cost end of year385,828Carrying amount end of year385,828 11 Deferred tax2025​DKK2024​DKKIntangible assets(143,189)992,590Property, plant and equipment(16,277)(19,995)Inventories111,153157,410Receivables42,69241,090Provisions310,79366,000Liabilities other than provisions0849Deferred tax305,1721,237,944​​Changes during the year2025​DKK2024​DKKBeginning of year1,237,9441,080,348Recognised in the income statement(932,772)157,596End of year305,1721,237,944​Deferred tax assetsDeferred tax comprise temporary differences between the financial statement and tax value of assets. The tax asset has been recognised because expectations are that it will be possible to deduct it from the Group's future taxable income. 12 PrepaymentsPrepayments comprise prepaid expenses regarding rent, insurance premiums and subscriptions. 13 Other provisions Other provisions comprise warranty obligations in connection with usual 2-year warranty on products as well as the right of return obligations on goods sold. 14 Non-current liabilities other than provisionsDue within 12 ​months​2025​DKKDue within 12 ​​months​2024​DKKDue after ​more than 12 ​months​2025​DKKBank loans05,000,0000Lease liabilities3,454,5001,840,0144,237,121Payables to owners and management 0056,594,2373,454,5006,840,01460,831,358A minority shareholder with outstanding debt of DKK 56,594 thousand has indicated their intention to step back in favour of the Group's financial institution in order to cover the financial institution's receivable in the parent company. 15 Changes in working capital2025​DKK2024​DKKIncrease/decrease in inventories16,062,807(25,278,686)Increase/decrease in receivables775,115255,290Increase/decrease in trade payables etc.1,045,9246,549,58517,883,846(18,473,811) 16 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK2024​DKKTotal liabilities under lease rental or agreements until maturity 5,081,7686,238,266 17 Contingent liabilities2025​DKK2024​DKKRecourse and non-recourse guarantee commitments1,117,3181,261,085Contingent liabilities 1,117,3181,261,085A bank guarantee has been provided to the landlord regarding the Group's rental commitments and for foreign customs agencies.The Parent and the Danish subsidiaries participate in a Danish joint taxation arrangement in which TopCap D ApS, CVR-nr. 42500070, serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent and the Danish subsidiaries are therefore secondarily liable for income taxes etc. for the jointly taxed entities, limited to the equity interest by which the Entity participates in the Group,and also secondarily liable for obligations, if any, relating to the withholding of tax on interest, royalties and dividends 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. 18 Assets charged and collateralBank loans is secured by pledge of shares and charged assets in Dancover A/S. Assets charged including pledged shares in subsidiaries is recognised in the consolidated figures with the following carrying value in DKK milions:​​Intangible assets: 132.2​Property, plant and equipment: 0.3​Financial assets: 0.3​Inventories: 44.3​Receivables: 4.5​Cash: 7.5 19 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report.​ No such transactions were conducted during the financial year. 20 Group relationsName and registered office of the Parent preparing consolidated financial statements for the largest and smallest​group: ​TopCap D ApS, Nordre Strandvej 119A, 2, 3150 Hellebæk 21 SubsidiariesRegistered inCorporate ​​formOwnership ​​​%Dancover A/SDenmarkA/S100.00SUPREME CALL CENTER, S.L. SpainLLC100.00 -124800 -201313 -7082572 18789502 760 14159 3860833 5206633 -11067445 13395715 -876672 -1187033 -10190773 14582748 136017247 166120265 136017247 166120265 136017247 166120265 0 1273758 0 849 877521 1207533 877521 2482140 2768926 905670 3646447 3387810 139663694 169508075 1037594 1037594 81925610 92136829 82963204 93174423 0 17858859 56594237 53390790 56594237 71249649 0 5000000 106253 84003 106253 5084003 56700490 76333652 139663694 169508075 1037594 92136829 93174423 0 20446 20446 -10190773 -10190773 1037594 81925610 82963204 1 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. 2 Other financial income2025​DKK2024​DKKOther interest income76014,15976014,159 3 Other financial expenses2025​DKK2024​DKKOther interest expenses3,719,6925,206,633Other financial expenses141,14103,860,8335,206,633 4 Tax on profit/loss for the year2025​DKK2024​DKKChange in deferred tax84920,900Adjustment concerning previous years0(400)Refund in joint taxation arrangement(877,521)(1,207,533)(876,672)(1,187,033) 5 Proposed distribution of profit and loss2025​DKK2024​DKKRetained earnings(10,190,773)14,582,748(10,190,773)14,582,748 -10190773 14582748 -10190773 14582748 6 Financial assetsInvestments in group enterprises​DKKCost beginning of year177,738,388Cost end of year177,738,388Revaluations beginning of year(11,618,123)Exchange rate adjustments(20,446)Amortisation of goodwill(7,793,780)Share of profit/loss for the year711,208Dividend(23,000,000)Revaluations end of year(41,721,141)Carrying amount end of year136,017,247A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.Remaining goodwill amount recognised as of 31 December 2025 amounts to DKK 121,650,480 . 7 Deferred tax2025​DKK2024​DKKLiabilities other than provisions0849Deferred tax0849​ ​​Changes during the year2025​DKK2024​DKKBeginning of year84921,749Recognised in the income statement(849)(20,900)End of year0849 8 Non-current liabilities other than provisionsDue within 12 ​​months​2024​DKKDue after ​more than 12 ​months​2025​DKKBank loans5,000,0000Payables to owners and management 056,594,2375,000,00056,594,237A minority shareholder with outstanding debt of DKK 53,391 thousand has indicated their intention to step back in favour of the company's financial institution in order to cover the financial institution's receivable in the parent company. 9 EmployeesThe entity has no employees other than the Executive Board and the Board of Directors. Both the Executive Board and the Board of Directors has not received any remuneration from the Company, however reference is made to note 2 in the consolidated financial statements.20252024Average number of full-time employees00 0 0 10 Contingent liabilitiesThe Entity participates in a Danish joint taxation arrangement in which TopCap D ApS, CVR-nr. 42500070, serves as the administration company. ​According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore secondarily ​liable for income taxes etc. for the jointly taxed entities, limited to the equity interest by which the Entity ​participates in the Group, and also secondarily liable for obligations, if any, relating to the withholding of tax on ​interest, royalties and dividends 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. 11 Assets charged and collateralCredit lines by banks is secured by pledge of shares in subsidiaries. Carrying amount of pledged shares is DKK 136.9 milion, equivalent to the underlying equity value of subsidiaries including recognised goodwill.Collateral provided for group enterprisesThe Entity has provided self-debtor surety as collateral for group enterprises bank debt. The self-debtor surety is limited to DKK 29.7 million. Bank loans of group enterprises covered by the surety amount to DKK 9.1 milion. 12 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report.​ No such transactions were conducted during the financial year. This annual report has been prepared in accordance with the provisions of the Danish Financial Statements Act ​governing reporting class C enterprises (medium).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year. Non-comparabilityThere has been minor adjustments and reclassification of comparison figures in the income statement and balance sheet figures. 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. Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in any other way possibly or actually exercising controlling influence. Basis of consolidationhe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies. ​ ​Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. ​ ​Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition date with net assets having been calculated at fair value. Gross profit or lossGross profit or loss comprises revenue, changes in inventories of finished goods, other operating income, and external expenses. RevenueRevenue from the sale of manufactured goods and goods for resale is recognised in the income statement ​when delivery is made and risk has passed to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. Own work capitalisedOwn work capitalised comprises staff costs and other costs incurred in the financial year and recognised in cost for proprietary intangible assets. Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary ​activities, including profit from the sale of intangible assets and property, plant and equipment. Cost of salesCost of sales comprises goods consumed in the financial year measured at cost, adjusted for normal inventory writedowns. Other external expensesOther external expenses include expenses relating to the Entity’s normal activities, including expenses for ​premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of ​receivables recognised in current assets. Staff costsStaff costs comprise wages and salaries, and social security contributions, pension contributions, etc . for entity ​staff. Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible ​assets comprise depreciation, amortisation and impairment losses for the financial year. Other operating expensesOther operating expenses comprise expenses of a secondary nature as viewed in relation to the Entity’s primary activities, including loss from the sale of intangible assets and property, plant and equipment. 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 incomeOther financial income comprises dividends etc received on other investments, interest income, including ​interest income on receivables from group enterprises, net capital or exchange gains on securities, payables ​and transactions in foreign currencies, amortisation of financial assets, and tax relief under the Danish Tax Prepayment Scheme etc. Tax Prepayment Scheme etc. Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group ​enterprises, net capital or exchange losses on securities, payables and transactions in foreign currencies, ​amortisation of financial liabilities, and tax surcharge under the Danish Tax Prepayment Scheme etc. 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). GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by ​Management for each business area. For other amounts of goodwill, useful life has been determined based on an assessment of whether the enterprises are strategically acquired enterprises with a strong market position and a long-term earnings profile and whether the amount of goodwill includes ​intangible resources of a temporary nature that cannot be separated and recognised as separate assets. Useful ​lives are reassessed annually. The amortisation periods used are 20 years. ​ ​Goodwill is written down to the lower of recoverable amount and carrying amount.Intellectual property rights etc.Intellectual property rights etc comprise development projects completed and in progress with related intellectual property rights, acquired intellectual property rights and prepayments for intangible assetsDevelopment projects on clearly defined and identifiable products and processes, for which the technical rate ​​of utilisation, adequate resources and a potential future market or development opportunity in the enterprise ​​can be established, and where the intention is to manufacture, market or apply the product or process in ​question, are recognised as intangible assets. Other development costs are recognised as costs in the income ​​statement as incurred. When recognising development projects as intangible assets, an amount equalling ​​the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced ​​as the development projects are amortised and written down. ​​​ ​​​The cost of development projects comprises costs such as salaries and amortisation that are directly and ​​indirectly attributable to the development projects. ​​​ ​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible ​​assets and depreciation on property, plant and equipment used in the development process are recognised in ​cost based on time spent on each project. ​​ ​Completed development projects are amortised on a straight-line basis using their estimated useful lives ​​which are determined based on a specific assessment of each development project. If the useful life cannot ​​be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, ​the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods ​used are 3years. Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised on a straight-line basis over their remaining duration, and licences are amortised over the term of the agreement.​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount. Property, plant and equipmentLand and buildings, plant and machinery, and other fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Land is not depreciated. ​ ​Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. For assets held under finance leases, cost is the lower of the asset’s fair value and present value of future lease payments. ​ ​Interest expenses on loans for the financing of the manufacture of property, plant and equipment are included in ​cost if they relate to the manufacturing period. All other finance costs are recognised in the income statement. ​ ​The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment5-8 yearsEstimated useful lives and residual values are reassessed annually. ​ ​Items of property, plant and equipment are written down to the lower of recoverable amount and carrying ​amount. 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 plus or minus unrealised intra-group profits or losses. Refer to the above section on business combinations for more details about the accounting policies used on acquisitions of investments in group enterprises. ​ ​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 the positive difference between cost of investments and fair value of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. ​ ​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. ​ ​Cost consists of purchase price plus delivery costs. ​ ​The net realisable value of inventories is calculated as the estimated selling price less completion costs and ​costs incurred to execute sale. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and ​​doubtful debts. 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. ​ ​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 payable or receivable Current joint taxation contributions receivable or joint taxation contributions payable are recognised in the ​balance sheet, calculated as tax computed on the taxable income of 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. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at ​​cost. CashCash comprises cash in hand and bank deposits. Other provisions Other provisions comprise anticipated costs of warrenty commitments and sales returns. ​​Other provisions are recognised and measured as the best estimate of the expenses required to settle the ​liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the ​balance sheet date are measured at their discounted value. Lease liabilitiesLease liabilities relating to assets held under finance leases are recognised in the balance sheet as liabilities other ​than provisions, and, at the time of inception of the lease, measured at the present value of future lease payments. Subsequent to initial recognition, lease liabilities are measured at amortised cost. The difference between present value and nominal amount of the lease payments is recognised in the income statement as a financial expense over the term of the leases. Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Prepayments received from customersPrepayments received from customers comprise amounts received from customers prior to delivery of the ​goods agreed or completion of the service agreed. Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities, and cash ​​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with acquisition and divestment of ​ enterprises, activities and fixed asset investments, and purchase, development, improvement and sale, ​​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk. The cash flow statement shows cash flows from operating, investing and financing activities, and cash ​​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with acquisition and divestment of ​ enterprises, activities and fixed asset investments, and purchase, development, improvement and sale, ​​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk. true Grundlag for konklusion Konklusion 2026-05-19 2026-05-19 Revisionspåtegning Regnskabsklasse C, mellemstor virksomhed 2024-12-31 2024-01-01 33963556 Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab 2300 København S 2025-12-31 2025-01-01 Caphold D ApS 42500445 København S 2300 6 Weidekampsgade Helsingør Hellebæk 3150 2119 Nordre Strandvej