45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 2 cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 memberOfBoardIdentifier_executive_board_1 45184846 2024-11-01 2025-12-31 memberOfBoardIdentifier_executive_board_2 45184846 2024-11-01 2025-12-31 memberOfBoardIdentifier_executive_board_3 45184846 2024-11-01 2025-12-31 1 cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 45184846 2025-12-31 cmn:ConsolidatedMember 45184846 2025-12-31 45184846 2024-11-01 2025-12-31 fsa:ContributedCapitalMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:RetainedEarningsMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:EquityAttributableToParentMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:MinorityInterestsMember cmn:ConsolidatedMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:EquityAttributableToParentMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:MinorityInterestsMember 45184846 2024-11-01 2025-12-31 fsa:ContributedCapitalMember 45184846 2024-11-01 2025-12-31 fsa:RetainedEarningsMember 45184846 2025-12-31 fsa:ContributedCapitalMember 45184846 2025-12-31 fsa:RetainedEarningsMember 45184846 2024-11-01 2025-12-31 1 cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 2 cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember 1 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember 2 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:ManagementMember 45184846 2024-11-01 2025-12-31 fsa:ManagementMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:BoardOfDirectorsMember 45184846 2024-11-01 2025-12-31 fsa:BoardOfDirectorsMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:CompletedDevelopmentProjectsMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:AcquiredTrademarksMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:AcquiredOtherSimilarRightsMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:GoodwillMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:DevelopmentProjectsInProgressMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:CompletedDevelopmentProjectsMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:AcquiredTrademarksMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:AcquiredOtherSimilarRightsMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:GoodwillMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:DevelopmentProjectsInProgressMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:CompletedDevelopmentProjectsMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:AcquiredTrademarksMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:AcquiredOtherSimilarRightsMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:GoodwillMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:DevelopmentProjectsInProgressMember 45184846 2024-11-01 fsa:PlantAndMachineryMember cmn:ConsolidatedMember 45184846 2024-11-01 fsa:FixturesFittingsToolsAndEquipmentMember cmn:ConsolidatedMember 45184846 2024-11-01 fsa:LeaseholdImprovementsMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:PlantAndMachineryMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:FixturesFittingsToolsAndEquipmentMember cmn:ConsolidatedMember 45184846 2024-11-01 2025-12-31 fsa:LeaseholdImprovementsMember cmn:ConsolidatedMember 45184846 2025-12-31 fsa:PlantAndMachineryMember cmn:ConsolidatedMember 45184846 2025-12-31 fsa:FixturesFittingsToolsAndEquipmentMember cmn:ConsolidatedMember 45184846 2025-12-31 fsa:LeaseholdImprovementsMember cmn:ConsolidatedMember 45184846 2024-11-01 fsa:InvestmentsInGroupEnterprisesMember 45184846 2024-11-01 2025-12-31 fsa:InvestmentsInGroupEnterprisesMember 45184846 2025-12-31 fsa:InvestmentsInGroupEnterprisesMember 45184846 2024-11-01 2025-12-31 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember 45184846 2025-12-31 relatedEntityIdentifier_sub_1 fsa:SubsidiaryMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:InvestmentsInAssociatesMember 45184846 2024-11-01 fsa:InvestmentsInAssociatesMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:InvestmentsInAssociatesMember 45184846 2024-11-01 2025-12-31 fsa:InvestmentsInAssociatesMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:InvestmentsInAssociatesMember 45184846 2025-12-31 fsa:InvestmentsInAssociatesMember 45184846 2024-11-01 cmn:ConsolidatedMember fsa:DepositsLongtermInvestmentsAndReceivablesMember 45184846 2024-11-01 2025-12-31 cmn:ConsolidatedMember fsa:DepositsLongtermInvestmentsAndReceivablesMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:DepositsLongtermInvestmentsAndReceivablesMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:LongtermDebtToOtherCreditInstitutionsMember 45184846 2025-12-31 fsa:LongtermDebtToOtherCreditInstitutionsMember 45184846 2025-12-31 fsa:ShorttermDebtToOtherCreditInstitutionsMember cmn:ConsolidatedMember 45184846 2025-12-31 fsa:ShorttermDebtToOtherCreditInstitutionsMember 45184846 2025-12-31 cmn:ConsolidatedMember fsa:OtherLongtermPayablesMember 45184846 2025-12-31 fsa:OtherLongtermPayablesMember 45184846 2025-12-31 fsa:OtherShorttermPayablesMember cmn:ConsolidatedMember 45184846 2025-12-31 fsa:OtherShorttermPayablesMember iso4217:DKK pure xbrli:pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2024-11-01 2025-12-31 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Regnskabsklasse C, mellemstor virksomhed Revisionspåtegning true 2026-06-26 Carsten Yde Hemme The Executive Board has today considered and adopted the Annual Report of TopCap FE ApS for the financial year 1 November 2024 - 31 December 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements and the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 2024/25. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. Copenhagen 2026-06-26 Ulrik Nicolai Jungersen Carsten Yde Hemme Henrik Normann To the shareholders of TopCap FE ApS Opinion 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 the Parent Company’s operations as well as of the consolidated cash flows for the financial year 1 November 2024 - 31 December 2025 in accordance with the Danish Financial Statements Act.We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of TopCap FE ApS for the financial year 1 November 2024 - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”). Basis for Opinion 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 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 Management’s Review.Our opinion on the Financial Statements does not cover 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 Management’s Review and, in doing so, consider whether 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 Management’s Review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. 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 about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 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 Consolidated 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. Hellerup 2026-06-26 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Thomas Baunkjær Andersen Tobias Mads-Emil Christiansen State Authorised Public Accountant State Authorised Public Accountant mne35483 mne52164 TopCap FE ApS Grønningen 25, st. 1270 Copenhagen 45184846 Copenhagen Strandvejen 44 2900 Hellerup Seen over a 1-year period, the development of the Group is described by the following financial highlights:Cash flows from:For definition of key ratios, see accounting policies.TopCap FE ApS was established at 1 November 2024, the consolidated figures for the financial year 2024/25 includes only the period 17 December 2024 - 31 December 2025. 84000 78 0.027 0.317 0.077 Key activitiesThe Group’s principal activities comprise development and production of components for INERGEN fire suppression systems as well as sale, service, and installation of fire suppression systems for industry, data centres, technical installations, energy facilities, museums, military applications, offshore installations, high-bay warehouses, marine applications, and buildings deemed worth preserving.The Group operates internationally with a strong position within specialized fire suppression solutions where reliability, certification, and technical know-how are key competitive parameters. The Group’s activities are supported by long-standing customer relationships, specialized engineering competencies, and continuous development of products and digital tools supporting customers and authorities.TopCap FE ApS and CapHold FE ApS was established in November 2024 in connection with the acquisition of Fire Eater A/S and its subsidiaries and serves as the holding company of the Group.Development in the yearThe income statement of the Group for 2024/25 shows a profit of DKK 3,108,741, and at 31 December 2025 the balance sheet of the Group shows an equity of DKK 81,004,349.The financial year represents the Group’s first reporting period and covers the period from 1 November 2024 to 31 December 2025.During the period, the Group completed the acquisition of Fire Eater A/S and its subsidiaries. Following the acquisition, the Group continued investments in commercial development, export activities, digitalization initiatives, and organizational strengthening supporting future growth.For information purposes, EBITDA for the Group, assuming full ownership of Fire Eater A/S and before one-off costs, amounted to DKK 36 million in 2025.The overall activity level remained satisfactory during the period supported by continued demand across core export markets and selected strategic segments. Profitability was impacted by acquisition-related amortization of acquired intangible assets and financing costs relating to the acquisition structure.Management considers the financial performance for the period satisfactory in light of the acquisition, integration activities, and the investments undertaken to support the Group’s long-term development.Business combinationsDuring the financial year, CapHold FE ApS acquired 100% of the shares in Fire Eater A/S. The acquisition has been accounted for using the purchase method in accordance with the Danish Financial Statements Act.Moreover, the Group acquired the remaining 50% of Fire Eater AS by the end of 2025. As part of the purchase price allocations, significant values were allocated to goodwill, trademarks, customer-related rights, and other intangible assets reflecting the Group’s market position, customer relationships, technological competencies, and expected future earnings.The acquisition supports the Group’s strategic ambitions and provides a strengthened platform for continued international growth and operational development.The past year and follow-up on development expectations from last yearAs the financial year 2024/25 represents the Group’s first reporting period following establishment of TopCap FE ApS and completion of the acquisition of Fire Eater A/S, no comparative expectations were communicated in prior annual reports.Management considers the development during the period to be in line with the strategic objectives established in connection with the acquisition.Foreign exchange risksForeign exchange risks primarily relate to the Group’s operating activities, where revenues and costs are denominated in currencies other than DKK. In addition, the Group is exposed to foreign exchange risks relating to intercompany balances as well as trade receivables and trade payables.The Group is primarily exposed to NOK, SEK and USD. As a result, earnings, cash flows and equity are affected by fluctuations in exchange rates.Targets and expectations for the year aheadThe Group expects continued activity growth in 2026 driven by increased penetration of existing markets and further expansion into selected export markets and strategic segments.Management expects continued investments in commercial development, product capabilities, digitalization, and organizational strengthening supporting long-term growth ambitions.The Group expects revenue growth in the range of 5-10%, profit before tax in the range of DKK 17-22 mio., although profitability will continue to be impacted by amortization of acquisition-related intangible assets and financing costs relating to the acquisition structure.With reference to the acquisition of the remaining 50% of Fire Eater AS in the end of 2025, the year ahead will include the full effect on the Group’s consolidated revenue and profit.For information purposes, EBITDA for the Fire Eater companies including Fire Eater AS and before one-off costs, is expected in the range of DKK 35-40 million in 2026.The continued investments undertaken are expected to further strengthen the Group’s long-term competitiveness and support profitable growth in the coming years.Research and developmentThe Group’s employees and technical competencies constitute a significant business resource and an important prerequisite for continued development and growth.The Group continues to focus on retaining and developing key competencies within engineering, project execution, sales, and technical support. Management considers the Group’s knowledge base and employee competencies to be a key competitive strength.The Group continues to invest in development activities related to environmentally friendly fire suppression solutions and digital tools supporting engineering, documentation, sales, and operational processesExternal environmentThe Group is ISO 14001 certified and continuously works to improve environmental and sustainability-related initiatives across its operations.Environmental considerations form an integrated part of the Group’s operational procedures, product development activities, and production processes. The Group continues to focus on environmentally responsible operations and development of sustainable fire protection solutions.Intellectual capital resourcesThe Group’s employees and technical competencies constitute a significant business resource and an important prerequisite for continued development and growth.The Group continues to focus on retaining and developing key competencies within engineering, project execution, sales, and technical support. Management considers the Group’s knowledge base and employee competencies to be a key competitive strength.Statutory report on corporate governanceThe Group’s ultimate majority shareholder, Capidea, is a member of Active Owners, which has issued “Guidelines for responsible ownership and good cooperate governance”. The Group is not subject to these​ guidelines, as they apply to companies that meet the criteria for accounting class C, large. The Group's implementation of the guidelines will be continuously assessed, and reporting on this will be included in future annual reports.Capidea is represented on the board of directors in CapHold FE ApS and Fire Eater A/S by Partner Carsten Yde Hemme and Investment Manager Oliver Højrup. Board meetings are held at least four times a year, and no special board committees have been established.Uncertainty relating to recognition and measurementThere has been no uncertainty regarding recognition and measurement in the Annual Report.Unusual eventsThe financial position at 31 December 2025 of the Group and the results of the activities and cash flows of the Group for the financial year for 2024/25 have not been affected by any unusual events.Subsequent eventsNo events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 78091514 -16499 60111647 0 11087769 0 6892098 -16499 3221878 0 706410 110 4921884 135919 5898502 -152308 2789761 -33508 3108741 -118800 2534666 0 11554467 0 54602723 0 55453474 0 3423048 0 127568378 0 891389 0 397436 0 839952 0 2128777 0 0 79263090 0 0 974320 0 974320 79263090 130671475 79263090 20838289 0 645595 0 23300633 0 44784517 0 63426317 0 1657641 0 0 5500 0 2658354 1043942 0 66127900 2663854 14253845 142136 125166262 2805990 255837737 82069080 1000000 1000000 64607582 62008321 65607582 63008321 15396767 0 81004349 63008321 20558097 0 128000 0 20686097 0 40000000 0 5967943 0 45967943 0 57592829 16310919 22423767 0 3938779 0 0 119494 5825852 2630346 18398121 0 108179348 19060759 154147291 19060759 255837737 82069080 40000 0 40000 0 40000 960000 62127121 63087121 30949909 94037030 0 0 0 16258125 16258125 0 0 0 76703 76703 0 2480461 2480461 628280 3108741 1000000 64607582 65607582 15396767 81004349 40000 0 40000 960000 62127121 63087121 0 -118800 -118800 1000000 62008321 63008321 3108741 14871126 11983428 29963295 706410 4921884 25747821 3408777 22339044 3423048 84346 190724 180801494 Bought capital 10597012 Dividends received from associates 3094840 -170426312 81304205 94077030 Purchase of minority shares -16258125 Vendor loan 3218003 162341113 14253845 Cash and cash equivalents are specified as follows: 14253845 14253845 53841160 0 5602759 0 667728 0 60111647 0 Including remuneration to the Executive Board:Incentive programmesThe Group and the Parent Company have issued warrants to senior employees and members of the Board of Directors who are also shareholders of the Company. The warrant programme entitles the holders to subscribe for shares at a subscription price calculated as the original subscription price, compounded annually at 12.5% for A warrants and 20.0% for B warrants, respectively.A total of 31,567 A warrants and 31,567 B warrants have been issued. Each warrant entitles the holder to subscribe for one share, corresponding in aggregate to 6.0% of the share capital upon full exercise. The warrants may be exercised in connection with a sale of the Company’s shares to a third party. The established incentive programme is categorised as equity-based programs and based on this, it has been chosen not to recognize the value of granted warrants in the Financial Statements.The management has selectively invited key employees to acquire shares in CapHold FE ApS at fair market value. 150000 0 0 0 150000 0 78 3 The Executive Board of the Parent Company has not received remuneration in the financial year. 10214822 0 872947 0 11087769 0 38992 110 667418 0 706410 110 4048630 135919 873254 0 4921884 135919 3316010 -28008 -526249 -5500 2789761 -33508 0 -118800 0 0 0 0 0 3076943 12413797 61134789 57734623 0 0 0 0 0 3423048 3076943 12413797 61134789 57734623 3423048 0 0 0 0 0 542277 859330 6532066 2281149 0 542277 859330 6532066 2281149 0 2534666 11554467 54602723 55453474 3423048 3-8 years15 years7-10 years20 yearsFire Eater A/S' products are dependent on approvals by several different authorities in Denmark and abroad. It is therefore a central part of Fire Eater A/S' business that certificates are acquired and based on this, the Company has fully developed a software system designed to optimize the management of certificates, including integration with suppliers and customers.The company continuously works to improve and further develop its products and services. In this regard, a major upgrade is currently under development which will introduce improvements and new functionalities that support the company's strategy and future growth. 0 0 0 1165766 563967 1187645 84346 0 0 1250112 563967 1187645 0 0 0 358723 166531 347693 358723 166531 347693 891389 397436 839952 3-5 years3-5 years10 years 0 79263090 79263090 79263090 Investments in subsidiaries are specified as follows:Equity and profit of the year have not been disclosed in accordance with section 97 A(3) of the Danish Financial Statements Act, as the relevant subsidiary are included in the consolidated financial statements. CapHold FE ApS Hillerød 0.8208 0 0 3371710 0 -3371710 0 0 0 13962 0 3031154 0 3094840 0 -49724 0 0 0 0 0 0 974320 974320 974320 Selling price of work in progress45,565,5350Payments received on account-47,846,6730-2,281,1380Recognised in the balance sheet as follows:Contract work in progress recognised in assets1,657,6410Prepayments received recognised in debt-3,938,7790-2,281,1380 Prepayments comprise prepaid expenses concerning rent, insurance premiums and subscriptions. Net effect from merger and acquisition21,084,3460Amounts recognised in the income statement for the year-526,249-5,500Deferred tax liabilities at 31 December20,558,097-5,500 Other provisions128,0000128,0000The provisions are expected to mature as follows:Provisions falling due after 5 years0000Other provisions include commitments for repair within the warranty of 2 years. The provisions are measured and recognised on the basis of experience with guarantee works. Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:Credit institutions97,592,82916,310,919Other payables24,366,0640 13332000 0 26668000 0 40000000 0 41281910 0 16310919 16310919 2779105 0 3188838 0 5967943 0 18398121 0 706410 4921884 11087769 3221878 2789761 14871126 -914603 3098376 11000 -9788655 11983428 Charges and securityThe following assets have been placed as security with bankers:Intangible assets17,152,3260Property, plant and equipment1,831,4720Inventories40,397,0570Trade receiveables45,958,5320Investments in subsidaries079,263,090The Group has placed as security with bankers its Intangible assets, Property, plant and equipment, Inventories and Trade receivables totalling a maximum of DKK 15,000k as collateral to AL Sydbank A/S relating to the Company's short-term credit institution debt.Moreover, the Parent Company has placed as security with bankers its Investments in subsidiaries totalling a maximum of DKK 15,000k as collateral to AL Sydbank A/S relating to the Company's short-term credit institution debt. Rental and lease obligationsThe Group has total future lease payments of DKK 7,913k relating to operating rental and lease agreements.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 by the Group amounts to DKK 2,630,346. 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 Group’s liability.Other financial obligationsThe Group has entered into distribution agreements with several suppliers. These agreements include various purchase-related commitments. Under certain agreements, the Group is subject to specific purchase obligations linked to minimum purchase volumes or supply arrangements. Other distribution agreements do not impose any contractual purchase obligations on the Group.Overall, the Group's obligations under these arrangements vary by supplier and may include commitments related to purchase or other operational requirements. Where no such contractual obligation exist, purchases are made based on operational needs and market conditions.On 31 December 2025 the Group’s commitments related to Mutual beneficial agreements were DKK 23,050,479.At 31 December 2025, the Parent Company had not entered into any material mutually beneficial agreements giving rise to contractual delivery obligations in future periods, apart from the contingent liabilities already disclosed. TransactionsPayables to group enterprises: DKK 119k.Apart from the above, there have been no transactions with the Supervisory Board, the Executive Board, senior officers, significant shareholders, group enterprises or other related parties. No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The Annual Report of TopCap FE ApS for 2024/25 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to medium-sized enterprises of reporting class C.The Consolidated Financial Statements and the Parent Company Financial Statements for 2024/25 are presented in DKK. 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. Basis of consolidationThe Consolidated Financial Statements comprise the Parent Company, TopCap FE ApS, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates.On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises.The Parent Company's investments in the consolidated subsidiaries are set off against the Parent Company's share of the net asset value of subsidiaries stated at the time of consolidation. Business combinationsBusiness acquisitions carried through on or after 1 July 2018Acquisitions of subsidiaries are accounted for using the purchase method under which the identifiable assets and liabilities of the entity acquired are measured at fair value at the time of acquisition. Acquired contingent liabilities are recognised at fair value in the Consolidated Financial Statements to the extent that the value can be measured reliably.The time of acquisition is the time when the Group obtains control of the entity acquired.The cost of the entity acquired is the fair value of the consideration agreed, including consideration contingent on future events. Transaction costs directly attributable to the acquisition of subsidiaries are recognised in the income statement as incurred.Positive differences between the cost of the entity acquired and identifiable assets and liabilities are recognised as goodwill in intangible assets in the balance sheet and are amortised in the income statement on a straight-line basis over their estimated useful lives. Where the differences are negative, they are recognised immediately in the income statement.Where the purchase price allocation is not final, positive and negative differences from acquired subsidiaries due to changes to the recognition and measurement of identifiable net assets may be adjusted for up to 12 months after the time of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made.Where cost includes contingent consideration, this is measured at fair value at the time of acquisition. Contingent consideration is subsequently measured at fair value. Any value adjustments are recognised in the income statement.In respect of step acquisitions, any previously held investments in the entity acquired are remeasured at fair value at the time of acquisition. The difference between the carrying amount of the investment previously held and the fair value is recognised in the income statement. Minority interestsMinority interests form part of the Group's total equity. Upon distribution of net profit, net profit is broken down on the share attributable to minority interests and the share attributable to the shareholders of the Parent Company. Minority interests are recognised on the basis of a remeasurement of acquired assets and liabilities to fair value at the time of acquistition of subsidiaries.Business acquisitions carried through on or after 1 July 2018Minority interests are initially measured at their proportionate share of the fair value of the acquired entity’s identifiable net assets. In this way, only goodwill related to the Parent Company’s share of the entity acquired is recognised.On subsequent changes to minority interests where the Group retains control of the subsidiary, the consideration is recognised directly in equity. Leases in terms of which the Group assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lower of the fair value of the leased asset and the net present value of the lease payments computed by applying the interest rate implicit in the lease or an alternative borrowing rate as the discount rate. Assets acquired under finance leases are depreciated and written down for impairment under the same policy as determined for the other fixed assets of the Group.The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement.All other leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Translation policiesDanish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity.Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement; however, see the section on hedge accounting.Income statements of foreign subsidiaries and associates that are separate legal entities are translated at transaction date rates or approximated average exchange rates. Balance sheet items are translated at the exchange rates at the balance sheet date. Exchange adjustments arising on the translation of the opening equity and exchange adjustments arising from the translation of the income statements at the exchange rates at the balance sheet date are recognised directly in equity. 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. RevenueRevenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Group.Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract.Services are recognised at the rate of completion of the service to which the contract relates by using the percentage-of-completion method, which means that revenue equals the selling price of the service completed for the year. This method is applied when total revenues and expenses in respect of the service and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the service.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Expenses for raw materials and consumablesExpenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve the consolidated revenue for the year. Other external expensesOther external expenses comprise expenses for premises, sales as well as office expenses, etc. Gross profitWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, work on own account recognised in assets, other operating income, expenses for raw materials and consumables and other external expenses. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Amortisation, depreciation and impairment lossesAmortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to the main activities of the Group, including gains and losses on the sale of intangible assets and property, plant and equipment. Income from investments in subsidiaries and associatesDividends from subsidiaries are recognised as income in the income statement when adopted at the General Meeting of the subsidiary. However, dividends relating to earnings in the subsidiary before it was acquired by the Parent Company are set off against the cost of the subsidiary.The item “Income from investments in associates” in the income statement includes the proportionate share of the profit for the year. Financial income and expenses comprise interest, financial expenses in respect of finance leases, realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgage loans as well as extra payments and repayment under the on-account taxation scheme. 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 its Danish Subsidiaries. The tax effect of the joint taxation with the subsidiaries is allocated to enterprises showing profits or losses in proportion to their taxable incomes (full allocation with credit for tax losses). Intangible fixed assetsGoodwillGoodwill is amortised on a straight-line basis over the estimated useful life of 20 years, determined on the basis of Management’s experience with the individual business areas. The period of amortisation is determined based on an assessment of the acquired company’s unique products, position in the market and earnings profile, and the industry-specific conditions.Development projectsCosts of development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Company’s development activities.Development projects that are clearly defined and identifiable and in respect of which technical feasibility, sufficient resources and a potential future market or development opportunity in the enterprise can be demonstrated, and where it is the intention to manufacture, market or use the project, are recognised as intangible assets. This applies if sufficient certainty exists that the value in use of future earnings can cover cost of sales, distribution and administrative expenses involved as well as the development costs.Development projects that do not meet the criteria for recognition in the balance sheet are recognised as expenses in the income statement as incurred.Capitalised development costs are measured at cost less accumulated amortisation and impairment losses or at a lower recoverable amount.As of the date of completion, capitalised development costs are amortised on a straight-line basis over the period of the expected economic benefit from the development work. The amortisation period is 3-8 year. Other intangible fixed assetsRights and trademarks are measured at cost less accumulated amortisation and less any accumulated impairment losses or at a lower value in use.Rights are amortised over the period of the agreements, which is 7-15 years. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Interest expenses on loans contracted directly for financing the construction of property, plant and equipment are recognised in cost over the construction period.Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are:Plant and machinery3-5 years Other fixtures and fittings, tools and equipment3-5 years Leasehold improvements10 years The fixed assets’ residual values are determined at nil.Depreciation period and residual value are reassessed annually. Impairment of fixed assetsThe carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation.The recoverable amount of the asset is calculated as the higher of net selling price and value in use. Where a recoverable amount cannot be determined for the individual asset, the assets are assessed in the smallest group of assets for which a reliable recoverable amount can be determined based on a total assessment.Goodwill and other assets for which a separate value in use cannot be determined as the asset does not on an individual basis generate future cash flows are reviewed for impairment together with the group of assets to which they are attributable. Investments in subsidiaries and associatesInvestments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this lower value. Investments in associates are recognised and measured under the equity method.The item “Investments in associates” 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 associates 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 associates.Associates 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. Other fixed asset investments consist of rent and bank deposits. InventoriesInventories are measured at the lower of cost under the FIFO method and net realisable value.The net realisable value of inventories is calculated at the amount expected to be generated by sale of the inventories in the process of normal operations with deduction of selling expenses and costs of completion. The net realisable value is determined allowing for marketability, obsolescence and development in expected selling price.The cost of goods for resale, raw materials and consumables equals landed cost.The cost of finished goods and work in progress comprises the cost of raw materials, consumables and direct labour. 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. Contract work in progressContract work in progress is measured at selling price of the work performed calculated on the basis of the stage of completion. The stage of completion is measured by the proportion that the contract expenses incurred to date bear to the estimated total contract expenses. Where it is probable that total contract expenses will exceed total revenues from a contract, the expected loss is recognised as an expense in the income statement.Where the selling price cannot be measured reliably, the selling price is measured at the lower of expenses incurred and net realisable value.Payments received on account are set off against the selling price. The individual contracts are classified as receivables when the net selling price is positive and as liabilities when the net selling price is negative.Expenses relating to sales work and the winning of contracts are recognised in the income statement as incurred. PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. DividendDividend distribution proposed by Management for the year is disclosed as a separate Dividend item.Treasury sharesPurchase and sales prices for treasury shares are recognised directly in retained earnings under equity. A reduction of capital by cancellation of treasury shares reduces the share capital by an amount equal to the nominal value of the shares and increases retained earnings. Dividend on treasury shares is recognised directly in equity under retained earnings. ProvisionsProvisions are recognised when - in consequence of an event occurred before or on the balance sheet date - the Group has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation.Other provisions include warranty obligations in respect of repair work within the warranty period of 2 years. Provisions are measured and recognised based on experience with guarantee work. 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. Loans, such as loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value. With reference to section 86(4) of the Danish Financial Statements Act, the Parent Company has not prepared a cash flow statement for the Company itself but has only prepared a cash flow statement for the Group.The cash flow statement shows the Group’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 Group’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”. Financial HighlightsExplanation of financial ratiosReturn on assetsProfit/loss of primary operations x 100 / Total assets at year endSolvency ratioEquity at year end x 100 / Total assets at year endReturn on equityNet profit for the year x 100 / Average equity