42929042 2025-01-01 2025-12-31 42929042 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_1 42929042 2025-01-01 2025-12-31 1 42929042 2024-01-01 2024-12-31 42929042 2025-12-31 42929042 2024-12-31 42929042 2025-01-01 fsa:ContributedCapitalMember 42929042 2025-01-01 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42929042 2025-01-01 fsa:RetainedEarningsMember 42929042 2025-01-01 fsa:ProposedDividendRecognisedInEquityMember 42929042 2025-01-01 42929042 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 42929042 2025-01-01 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42929042 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 42929042 2025-01-01 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 42929042 2025-12-31 fsa:ContributedCapitalMember 42929042 2025-12-31 fsa:ReserveForNetRevaluationAccordingToEquityMethodMember 42929042 2025-12-31 fsa:RetainedEarningsMember 42929042 2025-12-31 fsa:ProposedDividendRecognisedInEquityMember 42929042 2024-01-01 42929042 2025-01-01 fsa:InvestmentsInGroupEnterprisesMember 42929042 2024-01-01 fsa:InvestmentsInGroupEnterprisesMember 42929042 2025-01-01 2025-12-31 fsa:InvestmentsInGroupEnterprisesMember 42929042 2024-01-01 2024-12-31 fsa:InvestmentsInGroupEnterprisesMember 42929042 2025-12-31 fsa:InvestmentsInGroupEnterprisesMember 42929042 2024-12-31 fsa:InvestmentsInGroupEnterprisesMember 42929042 2025-01-01 2025-12-31 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember 42929042 2025-12-31 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember iso4217:DKK pure xbrli:pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2025-01-01 2024-01-01 2025-12-31 2024-12-31 Regnskabsklasse B Revisionspåtegning true 2026-03-25 Sebastian Homaily Agerskov The Executive Board has today considered and adopted the Annual Report of Lab Group ApS for the financial year 1 January - 31 December 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and of the results of the Company operations for 2025. I recommend that the Annual Report be adopted at the Annual General Meeting. Copenhagen 2026-03-25 Sebastian Homaily Agerskov CEO To the shareholders of Lab Group ApS Adverse Opinion Adverse opinion on the Consolidated Financial Statements As described in the section “Basis for adverse opinion on the Consolidated Financial Statements” the Company has not prepared Consolidated Financial Statements. In our opinion, the missing Consolidated Financial Statements do not give a true and fair view of the financial position of the Group at 31 December 2025 and of the result of the Group’s operations and cash flows for the financial year 1 January – 31 December 2025 in accordance with the Danish Financial Statements Act.Opinion on the Parent Company Financial Statements In our opinion, the Parent Company Financial Statements give a true and fair view of the financial position of the Parent Company at 31 December 2025 and of the results of the Parent Company´s operations and cash flows for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act. We have audited the Parent Company Financial Statements of Lab Group ApS for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies (”the Parent Company Financial Statements”). Basis for Adverse Opinion Lab Group ApS is the Parent Company for the Company Traffic Lab ApS. Management has not prepared Consolidated Financial Statements which in our view is not 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 Financial Statements” section of our report. We are independent of the Company 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 adverse opinion. 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 Consolidated Financial Statements and Parent Company Financial Statements that are free from material misstatement, whether due to fraud or error.In preparing the Consolidated Financial Statements and Parent Company Financial Statements, Management is responsible for assessing the 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 Consolidated Financial Statements and Parent Company Financial Statements unless Management either intends to liquidate the Company 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 Company 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 Company 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 Parent Company 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 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 Consolidated Financial Statements and Parent Company 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 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 Consolidated Financial Statements and Parent Company 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 Company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the Consolidated Financial Statements and the Parent Company Financial Statements, including the disclosures, and whether the Consolidated Financial Statements and Parent Company Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business units as a basis for forming an opinion on the Financial Statements. We are responsible for the direction, supervision and review of the audit work performed. We remain solely responsible for our audit opinion.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Hellerup 2026-03-25 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Niels Henrik B. Mikkelsen State Authorised Public Accountant mne16675 Lab Group ApS Århusgade 118 2150 Nordhavn 42929042 Copenhagen Strandvejen 44 2900 Hellerup -349875 -57313 81456813 64592253 2120 3717 1001 1003 81108057 64537654 -33529 -11452 81141586 64549106 0 11378490 0 70000000 77271438 -1182370 3870148 -15647014 84706428 73249615 84706428 73249615 84706428 73249615 33528 12015 33528 12015 32487 130852 66015 142867 84772443 73392482 104577 104577 77271438 0 7094001 3223853 0 70000000 84470016 73328430 15000 26625 287427 37427 302427 64052 302427 64052 84772443 73392482 104577 0 3223853 70000000 73328430 0 0 0 70000000 70000000 0 77271438 3870148 0 81141586 104577 77271438 7094001 0 84470016 81141586 64549106 -81491461 -64606419 -11625 9569482 -361500 9512169 2120 3717 1001 1003 -360381 9514883 -12016 -1117 -348365 9516000 70000000 76378490 70000000 76378490 0 9569535 250000 0 0 4029 70000000 76378490 -69750000 -85943996 -98365 -49506 130852 180358 32487 130852 Cash and cash equivalents are specified as follows: 32487 130852 32487 130852 The Company's main activity is to own and invest in associated companies and other activity in this connection. 0 0 The Company has implemented warrant programs for a small number of individuals employed in the subsidiary Traffic Lab ApS including the Executive Management based on the Company reaching specific EBITDA targets in a defined period. The warrant program has been unanimously approved by the shareholders and the executive board has unanimously confirmed each warrant grant made under the warrant program. The warrants gives the warrant holder the right to subscribe shares in Lab Group ApS for a predetermined exercise price. The warrant programs is as follows:- Warrant program of 18 September 2024: Total warrants of 1,775 of which 1,775 has vested in 2025 with an exercise price of DKK 1 for each warrant. The exercise period for vested warrants is 4 years.- Warrant program of 18 September 2024: Total warrants of 2,300 of which 2,300 has vested in 2024 with an exercise price of DKK 1 for each warrant. The exercise period for vested warrants is 2 years.- Warrant program of 6 January 2025: Total warrants under the program is 33,175 of which 32,075 warrants have been distributed and are non-vested as of 31 December 2025. The warrants is expected to be vesting in 2028. The exercise period for vested warrants is until 31 December 2031. Management can decide to provide the warrant holder with cash settlement corresponding to the difference between the market price for a share at the time of exercise and the exercise price for each warrant. Of the above warrant programs the Executive Management in the subsidiary Traffic Lab ApS has 650 vested shares and 7,000 unvested shares.Incentive programmes are recognised in the Financial Statements of Traffic Lab ApS when warrants are exercised and payment is made to the employees. No exercise or payments have occured in 2025. -33529 -12012 0 560 -33529 -11452 7434990 7474990 0 40000 7434990 7434990 65814625 77560862 81456813 65462870 70000000 76378490 0 830617 77271438 65814625 84706428 73249615 Investments in subsidiaries are specified as follows:100.000 Traffic Lab ApS København 1.00 2120 3717 1001 1003 81456813 64592253 -33529 -11452 -81491461 -64606419 0 9567857 11625 -1625 -11625 9569482 Other contingent liabilitiesThe Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of Agerskov Holding ApS, which is the management company of the joint taxation purposes. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability. Consolidated Financial StatementsThe Company is included in the Group Annual Report of the Parent Company of the largest and smallest group:Agerskov Holding ApSKøbenhavn The Annual Report of Lab Group ApS for 2025 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C.The accounting policies applied remain unchanged from last year.The Financial Statements for 2025 are presented in DKK. The company is subject to the requirement in accordance with section 109 of the Danish Financial Statements Act regarding presentation of consolidated financial statements.Management has chosen not to follow the provisions of the Danish Financial Statements Act. Recognition and measurementRevenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably.Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Incentive schemesThe value of share-based payment, including share option and warrant plans that do not involve an outflow of cash and cash equivalents, offered to the Executive Board and a number of senior employees is not recognised in the income statement. The most significant conditions of the share option plans are disclosed in the notes. Other external expensesOther external expenses comprise expenses for premises, sales as well as office expenses, etc. Gross lossWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss comprises of other external expenses. Income from investments in subsidiariesThe item “Income from investments in subsidiaries” in the income statement includes the proportionate share of the profit for the year. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and deferred tax for the year. The tax attributable to the profit for year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.Any changes in deferred tax due to changes to tax rates are recognised in the income statement.The Company is jointly taxed with Agerskov Holding ApS . The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes. Investments in subsidiariesInvestments in subsidiaries are recognised and measured under the equity method.The item “Investments in subsidiaries” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with deduction or addition of unrealised intercompany profits or losses and with addition of the remaining value of any increases in value and goodwill calculated at the time of acquisition of the enterprises.The total net revaluation of investments in subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the subsidiaries.Subsidiaries with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. DividendDividend distribution proposed by Management for the year is disclosed as a separate Dividend item. Deferred tax assets and liabilitiesDeferred tax is recognised in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items - apart from business acquisitions - where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income.Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. In cases where the computation of the tax base may be made according to alternative tax rules, deferred tax is measured on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities.Deferred tax assets and liabilities are offset within the same legal tax entity. Current tax receivables and liabilitiesCurrent tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Debts are measured at amortised cost, substantially corresponding to nominal value. The cash flow statement shows the Company’s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Company’s cash and cash equivalents at the beginning and end of the year.Cash flows from operating activitiesCash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents.Cash flows from investing activitiesCash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments.Cash flows from financing activitiesCash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders.Cash and cash equivalentsThe cash flow statement cannot be immediately derived from the published financial records. Cash and cash equivalents comprise ”Cash at bank and in hand”.