43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 3 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 1 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 43115197 2024-01-01 2024-12-31 cmn:ConsolidatedMember 43115197 2025-12-31 cmn:ConsolidatedMember 43115197 2024-12-31 cmn:ConsolidatedMember 43115197 2024-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 43115197 2024-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 43115197 2024-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 43115197 2024-12-31 cmn:ConsolidatedMember fsa:EquityAttributableToParentMember 43115197 2024-12-31 cmn:ConsolidatedMember fsa:MinorityInterestsMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:EquityAttributableToParentMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:MinorityInterestsMember 43115197 2025-12-31 cmn:ConsolidatedMember fsa:ContributedCapitalMember 43115197 2025-12-31 cmn:ConsolidatedMember fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember 43115197 2025-12-31 cmn:ConsolidatedMember fsa:RetainedEarningsMember 43115197 2025-12-31 cmn:ConsolidatedMember fsa:EquityAttributableToParentMember 43115197 2025-12-31 cmn:ConsolidatedMember fsa:MinorityInterestsMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember 2 43115197 2024-01-01 2024-12-31 cmn:ConsolidatedMember 2 43115197 2023-12-31 cmn:ConsolidatedMember 43115197 2025-01-01 2025-12-31 cmn:ConsolidatedMember fsa:ShorttermDeferredIncomeMember 43115197 2025-01-01 2025-12-31 43115197 2024-01-01 2024-12-31 43115197 2025-12-31 43115197 2024-12-31 43115197 2024-12-31 fsa:ContributedCapitalMember 43115197 2024-12-31 fsa:RetainedEarningsMember 43115197 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 43115197 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 43115197 2025-12-31 fsa:ContributedCapitalMember 43115197 2025-12-31 fsa:RetainedEarningsMember iso4217:DKK xbrli:pure Annual report 2026-06-30 Allan Bach Pedersen The Board of Directors and the Executive Board have today considered and approved the annual report of P-Cepheo A/S 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. Copenhagen Henrik Bonnerup Jan Johan Kühl Chairman Allan Bach Pedersen Henrik Bonnerup To the shareholders of P-Cepheo A/S We have audited the consolidated financial statements and the parent financial statements of P-Cepheo A/S 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 Brian Schmit Jensen State Authorised Public Accountant mne40050 Marcus Rathje State Authorised Public Accountant mne51483 Financial highlights2025​DKK'0002024​DKK'0002023​DKK'0002022​DKK'000Key figuresRevenue536,250519,442372,5860Gross profit/loss268,379271,763236,250(69)EBITDA(31,309)(66,065)(30,489)(69)Operating profit/loss(36,307)(71,948)(32,729)(69)Net financials(5,192)(5,828)(2,141)(6)Profit/loss for the year(43,298)(57,316)(33,316)(75)Profit for the year excl .​minority interests(39,765)(35,743)(15,159)(72)Balance sheet total160,836195,160163,3771,011Investments in property, plant and equipment21931,2430Equity(33,319)10,286(30,369)981Equity excl. minority interests(29,983)24,448(13,671)937Net interest-bearing debt44,42811,59817,206(1,011)Cash flows from operating activities(35,519)(82,676)(39,906)3Cash flows from investing activities(2)(193)21,4030Cash flows from financing activities28,42287,56644,9671,009Average number of ​employees3223853870RatiosFinancial gearing (1.33)1.13(0.57)(1.03)Equity ratio (%)(18.64)12.53(8.37)92.68Financial highlights are defined and calculated in accordance with the current version of "Recommendations & ​Ratios" issued by the CFA Society Denmark.Financial gearing :​Net interest-bearing debt​​EquityEquity ratio (%) :​Equity excl. minority interests * 100 ​​Balance sheet total Primary activitiesCepheo helps businesses adapt and succeed in a changing world by combining the expertise of its people with the capabilities of Microsoft technologies. ​​The Group supports customers in their digital transformation by combining business insight and technical expertise to help them use technology and data to make better decisions, improve operational efficiency, and strengthen organisational performance. ​​Cepheo supports the full lifecycle of customers’ cloud and on-premises platforms, from scoping and validation through development and deployment to managed services, including upgrade, release, and deployment services. ​​The Group maintains a dedicated focus on the Microsoft platform, including Dynamics 365, Power Platform, Copilot/AI, Azure, and related services. Development in activities and financesThe Cepheo Group increased turnover from DKK 520m to DKK 537m and improved EBITDA by DKK 35m. The growth in revenue was below expectations mainly due to the geopolitical uncertainty on the market, which caused lower IT spending and longer sales cycles for new projects. Despite the market conditions, the company maintained strong sales performance with high win rates. ​ ​Despite revenue growth and a significant EBITDA improvement the net result of DKK m -52 for 2025 was a disappointment and lower than expected. ​​Management will continue to closely monitor the recognition and utilization of deferred tax assets, supported by updated forecasts and sensitivity analyses to address potential uncertainties. ​​At the end of the financial year, the Cepheo Group had 419 employees and contractors across Denmark (170), Norway (91), Sweden (67) and Poland (91). ​​Following the transition in 2024 to a unified IT platform across all Group entities, in 2025 the company focused on​stabilizing and optimizing the platform. This has enhanced operational efficiency, improved data consistency, and​strengthen the foundation for scalable growth across the Group, but related activities were more costly than expected, which has impacted the 2025 net result. ​​In 2025, focus shifted toward optimizing the new operating model and ensuring that the intended efficiencies and​quality improvements are fully realized. Particular attention was given to governance, service quality, and alignment between in Shared Service Centre and the operating companies. ​​Management anticipates improved profitability driven by a more efficient delivery model and increased operational leverage in 2026. The focus for 2026 is to continue utilizing the strong partnership with Microsoft and​other business partners, industry knowledge, technical competence and AI for increasing market share. Profit/loss for the year in relation to expected developmentsReference is made to the section above, “Development in activities and finances”, for a description of the profit/loss for the year in relation to expected developments. OutlookFor 2026 the turnover expectation is in the range of DKK 510m to DKK 530m; normalized EBITDA (excluding non-recurring items) is expected to be in the range of DKK (5)m to DKK 5m. ​​Overall, management expects that the structural changes implemented in 2024 and strengthened in 2025 will position Cepheo Denmark for improved financial performance, enhanced scalability, and a stronger competitive position in 2026. Use of financial instrumentsForeign currency risks ​The Group is exposed to foreign currency risks primarily from EUR, PLN, SEK and NOK due to purchase and sales transactions that are settled in currencies other than DKK. No hedging is done in respect of these currencies, as it​is not considered optimal from a risk and cost point of view. ​ ​Interest rate risks ​Reasonable changes in the interest rate level will have no material impact on the Group. Consequently, no agreements are made on hedging of interest rate exposure. Research and development activitiesThe Group focuses on developing proprietary software that supports and enhances standard Microsoft functionality within the Dynamics 365 platform. Costs related to the development and maintenance of Cepheo software are recognised in the income statement. Group relationsThe primary owner is Polaris Private Equity, which holds the majority of the voting rights and is represented on the Board of Directors. Board meetings have been held both virtually via video conference and in person. In addition, a number of meetings have been held during the year covering specific topics, including strategy updates, project oversight, and general business developments. ​​Given the size of the company, the Board has not established separate formal committees, such as a remuneration committee or an audit committee. The Board regularly assesses whether such committees are required to ensure adequate focus on matters including risk management. ​​Ownership​The Group is owned 67.4% by Polaris Private Equity and the remainder by board and management. The following companies own more than 5% of the share capital: JMAC Holding ApS and ERNA IT ApS. Polaris Private Equity is a member of Active Owners Denmark (formerly the Danish Venture Capital and Private Equity Association, DVCA), and Cepheo therefore follows the guidelines and recommendations published by Active Owners Denmark, including commenting where recommendations are not followed. For further information, please refer to www.aktiveejere.dk. Statutory report on corporate social responsibilityCode of conducts, ethics and anti-corruption ​The Cepheo Group’s Code of Conduct and anti-corruption policy support the Group’s core values of service, commitment, reliability, and integrity. The policy defines the standards of professional conduct expected of employees, management, business partners, and suppliers and covers human rights, workplace responsibilities, ethics, and anti-corruption. ​​No significant risks relating to corruption or bribery were identified in 2025. ​All new employees are introduced to the Code of Conduct and the Anti-Corruption Policy as part of the onboarding process. Existing employees are required to complete mandatory training annually. ​Environmental and climate ​No significant risks relating to environmental or climate matters have been identified, and the Group has therefore not adopted a separate formalised environmental policy. ​​Nevertheless, Cepheo seeks to reduce the environmental and climate footprint of its operations. The Group recognises that its activities affect the environment and is committed to mitigating these impacts where possible. ​​One of the Group’s strategic priorities is to contribute to greater efficiency and sustainability through its solutions by supporting the interaction between people and technology. In addition, the Group works to reduce the environmental impact of its own operations. ​ ​Social ​No significant risks relating to social matters have been identified. In 2025, no breaches of the employee Code of Conduct were reported within the Group. ​​Cepheo is committed to providing respectful working conditions and fair terms of employment. The Group seeks to attract and retain engaged employees and views diversity, inclusion, and continuous development as integral to its management approach. ​​Employee code of conduct ​The Employee Code of Conduct forms the basis for ethical behaviour across the Group and sets out the principles​and values guiding day-to-day business conduct. Its purpose is to ensure that all employees have a clear understanding of the standards Cepheo expects them to uphold. ​​The Employee Code of Conduct has been implemented across the Cepheo Group, and completion of annual mandatory training is required for all employees. ​​Governance ​No significant risks relating to human rights have been identified. The Group’s principles on human rights are set out in the Code of Conduct. ​​Cepheo takes measures to prevent and mitigate actual or potential adverse impacts and monitors the implementation of these measures. Where adverse impacts occur, appropriate remedial actions are pursued. In 2025, no incidents relating to human rights violations were reported. ​ ​​​​Business ethics policy ​Cepheo applies a zero-tolerance approach to corruption and prohibits all forms of corrupt practice across its business activities. The Group is committed to conducting its business responsibly and in accordance with ethical principles.​ ​Business relationships code of conduct ​Cepheo’s performance is closely linked to that of its business partners, consultants, suppliers, and sub-suppliers. To promote responsible business conduct throughout the value chain, the Group has established a Business Relationships Code of Conduct.​​Whistleblower policy ​The Cepheo Group has implemented a whistleblower scheme that provides employees, Executive Management, and the Board of Directors with an alternative reporting channel in addition to regular reporting lines. ​ The scheme covers serious matters that may affect the Group’s financial performance or reputation, including fraud, bribery, misuse of information, and breaches of laws or internal policies. ​​The purpose of the whistleblower policy is to enable confidential and, where relevant, anonymous reporting without risk of retaliation. A link to the whistleblower reporting channel is available on the Group’s website. ​​Management Structure​Our commitment to good corporate governance is anchored in our rules of procedure and management structure, specifically, our Board of Directors and Management teams. ​​Diversity​Cepheo aims to promote an inclusive and diverse working environment. A diverse composition of management and employees supports creativity, innovation and problem-solving and contributes to long-term growth and performance. ​​The Group seeks to ensure equal opportunities regardless of age, gender, nationality, religion, ideology or competencies. In 2025, women represented 27% of the management team. The Group continues to focus on improving gender diversity in management positions. Statutory report on data ethics policyDuring 2025, the Group further focused on improving the IT platform and restructuring the business to support the integration of all companies within the Group. As a result, limited resources were available to advance work on data ethics. ​​The data ethics policy is expected to be finalised in 2026. Events after the balance sheet dateAfter the balance sheet date, the credit facility has been extended to ensure the future cash flow. ​ ​Besides the above, no events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 536250494 519442433 3216498 5045609 189183991 167057864 81903520 85667420 268379481 271762758 299688868 337827355 4997118 5883326 -36306505 -71947923 0 55489 680174 754771 5871757 6582717 -41498088 -77720380 1800282 -20404650 -43298370 -57315730 856375 1187875 16137533 20596086 16993908 21783961 49210 193317 4912 35474 54122 228791 0 711489 4552867 4912978 27687293 26208549 32240160 31833016 49288190 53845768 73014392 97010668 8054555 3597718 707161 5603939 0 69220 4468191 3004310 86244299 109285855 25303228 32027957 111547527 141313812 160835717 195159580 6385995 6385995 -945710 -770866 -35423245 18833195 -29982960 24448324 -3335777 -14162350 -33318737 10285974 4489420 5188032 4489420 5188032 0 1993240 0 1993240 69731650 43625796 6362222 6345746 41821234 38770141 2761163 445500 0 53501 64322901 82246448 4665864 6205202 189665034 177692334 189665034 179685574 160835717 195159580 6385995 -770866 18833195 24448324 -14162350 0 174844 0 174844 13916 0 -14491898 -14491898 14374317 0 -39764542 -39764542 -3533828 6385995 -945710 -35423245 -29982960 -3335777 10285974 188760 -117581 -43298370 -33318737 4997118 5883326 4245279 -6028862 -27064108 -72093459 680174 1722854 5871757 7550800 3263307 4755085 -35518998 -82676490 2139 193317 -2139 -193317 35521137 82869807 2315663 2438740 0 86468225 Net changes in bank loans 26105854 -1341264 28421517 87565701 -7099620 4695894 32027957 27761044 374891 -428981 25303228 32027957 1 Events after the balance sheet dateAfter the balance sheet date, the credit facility has been extended to ensure the future cash flow. ​ ​Besides the above, no events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 2 Uncertainty relating to recognition and measurement Management considers the accounting estimates and judgements of the deferred tax asset to be significant in the preparation of the financial statement. ​​The key uncertainties in the measurement of these assets are outlined below: ​​Revenue Growth ​The group anticipates a slight revenue growth in 2026 and the subsequent years with a CAGR of 8-12%, which corresponds to an average increase of DKK 50-60 million per year. Management considers this growth expectation conservative compared to the available market studies, which indicate a growth range of 12-15%. Revenue growth in 2025 was below expectations across all markets, primarily driven by increased geopolitical uncertainty. This resulted in reduced spending from existing customers and delayed investment decisions, particularly related to transitions from on-premises solutions to cloud-based platforms. ​ ​If the CAGR varies by +1%/-1% from the target, it will impact the planned revenue by DKK 5-10 million per year on average, with a corresponding effect on EBITDA of approximately DKK 1.5-3.0 million. ​ ​Management segments the revenue into recurring and non-recurring, with the latter offering higher predictability ​due to longer-term contracts and, consequently, a lower inherent risk. ​ ​Non-recurring revenue ​The non-recurring revenue, which constitutes approximately 67% of the Group's total revenue, is derived from consulting hours invoiced to customers for projects and managed services. Management calculates non-recurring revenue based on the number of productive employees, the average rate-card, and the average billing hours per employee. ​ ​An assumed 6 percentage point improvement in billability is factored into the revenue and related cost calculations, which is expected to result in an improved EBITDA of DKK 30-35 million starting in 2026 and beyond. Additionally, transferring 14% more hours from the Nordic workforce to our capability center in Poland is anticipated to reduce costs and enhance billability, realizing an improved EBITDA of DKK 1.0-2.0 million from 2026 ​onwards. ​ ​The primary uncertainties stem from our ability to achieve the planned billability targets and the market conditions affecting the average rate-card. Management has prepared the following sensitivity analysis to address ​these uncertainties: ​ ​- If the assumed 6 percentage point increase in billability varies by +1ppt/-1ppt, it will impact the planned revenue ​by DKK 5.0-6.0 million, with a corresponding impact on EBITDA of DKK 5.0-6.0 million. ​ ​- If the average rate-card differs by +1%/-1% from expectations, it will affect the revenue by DKK 3.5-4.0 million, with a full impact on EBITDA. ​ ​- If the expected hours transferred to Poland vary by +10%/-10% from the target, it will impact the planned EBITDA by DKK 0.1-0.3 million. ​​A tight follow-up on billability and resource mix has been implemented in the management system to provide early warnings on deviations from estimates, enabling quicker adjustments to the plan. ​ ​Recurring Revenue ​The recurring revenue consists of selling licenses and the fixed-price portion of managed services. Management has predicted a CAGR of 3-5%. A 1 percentage point change in the recurring growth rate will have an average yearly impact on revenue of DKK 6.0-7.0 million and a derived impact on EBITDA of DKK 0.5-1.0 million. ​​Reduction of general and administration (G&A) costs ​Following the implementation of the new IT platform in 2024, G&A costs are anticipated to further decrease as we ​keep lowering the investments in development of our systems and have transitioned into a maintenance phase. Furthermore, we have initiated several actions end of 2025 and in 2026 to further decrease overhead costs. The plan in motion will give us a run-rate saving of DKK 10-15 million. The savings from these actions are expected to have effect from 2027 and onward. We expect the savings to directly affect the EBITDA correspondingly. ​ ​All of the above mentioned will in 2026 increase revenue by DKK 5-10 million, EBITDA by DKK 30-50 million and provide a profit before tax for the period 2026-2030 of DKK 175-225 million, that can utilize the remaining of the tax losses carried forward. ​ ​These assumptions are grounded in management’s informed estimates, taking into account both historical performance and projections of future market conditions. The implementation of the new IT platform has significantly enhanced management’s ability to receive early warnings about changes in the pipeline, which can affect the number of billable hours and the volume of projects entering the sales pipeline. Management is confident that future expectations will be achieved. However, it's important to note that any deviations from these assumptions could substantially influence the carrying value of the deferred tax asset. 3 Revenue2025​DKK2024​DKKDenmark252,933,907250,412,513Norway183,512,814163,621,200Sweden99,803,773105,408,720Total revenue by geographical market536,250,494519,442,433Consultancy and programming 380,809,657380,515,001Sale of software and other service agreements155,440,837137,589,198Other revenue01,338,234Total revenue by activity 536,250,494519,442,433 4 Fees to the auditor appointed by the Annual General Meeting2025​DKK2024​DKKStatutory audit services961,800753,500Tax services368,122135,000Other services260,000737,2161,589,9221,625,716 5 Staff costs2025​DKK2024​DKKWages and salaries261,288,324294,153,166Pension costs26,392,16331,080,893Other social security costs12,008,38112,593,296299,688,868337,827,355Average number of full-time employees322385Special incentive programmesThe Group has established an incentive scheme comprising both the Board of Directors, the Executive ​Management and other employees and the incentive scheme is made to motivate and retain the participants. ​ ​The incentive scheme contains 1,400,000 warrants.​ The incentive scheme allows participants to subscribe for a number of warrants, each entitling the holder to buy ​shares with a nominal value of DKK 0.01 in the subsidiary Cepheo A/S at a price agreed in advance. ​ ​A total of 1,237,245 warrants have been issued as of 31st December 2025.Remuneration​ of ​management​The Management has not received any remuneration in 2025. 322 385 Special incentive programmesThe Group has established an incentive scheme comprising both the Board of Directors, the Executive ​Management and other employees and the incentive scheme is made to motivate and retain the participants. ​ ​The incentive scheme contains 1,400,000 warrants.​ The incentive scheme allows participants to subscribe for a number of warrants, each entitling the holder to buy ​shares with a nominal value of DKK 0.01 in the subsidiary Cepheo A/S at a price agreed in advance. ​ ​A total of 1,237,245 warrants have been issued as of 31st December 2025. 6 Depreciation, amortisation and impairment losses2025​DKK2024​DKKAmortisation of intangible assets4,820,3105,470,698Depreciation on property, plant and equipment176,808412,6284,997,1185,883,326 7 Other financial income2025​DKK2024​DKKOther interest income217,44015,022Other financial income462,734739,749680,174754,771 8 Other financial expenses2025​DKK2024​DKKFinancial expenses from group enterprises82,835431,278Other interest expenses3,715,1524,988,811Exchange rate adjustments1,365,955220,408Other financial expenses707,815942,2205,871,7576,582,717 9 Tax on profit/loss for the year2025​DKK2024​DKKCurrent tax3,198,184642,823Change in deferred tax(1,397,902)(21,047,473)1,800,282(20,404,650) 10 Proposed distribution of profit/loss2025​DKK2024​DKKRetained earnings(39,764,542)(35,742,664)Minority interests' share of profit/loss(3,533,828)(21,573,066)(43,298,370)(57,315,730) -39764542 -35742664 -3533828 -21573066 -43298370 -57315730 11 Intangible assetsAcquired intangible assets​DKKGoodwill​DKKCost beginning of year1,657,50027,102,191Cost end of year1,657,50027,102,191Amortisation and impairment losses beginning of year(469,625)(6,506,105)Exchange rate adjustments030,257Amortisation for the year(331,500)(4,488,810)Amortisation and impairment losses end of year(801,125)(10,964,658)Carrying amount end of year856,37516,137,533 12 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKKLeasehold improvements ​DKKCost beginning of year1,133,143104,438Additions2,1390Disposals(939,826)(68,964)Cost end of year195,45635,474Depreciation and impairment losses beginning of year(939,826)(68,964)Depreciation for the year(146,246)(30,562)Reversal regarding disposals939,82668,964Depreciation and impairment losses end of year(146,246)(30,562)Carrying amount end of year49,2104,912 13 Financial assetsInvestments in associates​DKKDeposits​DKKDeferred tax​DKKCost beginning of year18,5184,912,97826,208,549Additions032,0481,518,095Disposals(18,518)(392,159)(39,351)Cost end of year04,552,86727,687,293Revaluations beginning of year692,97100Reversal regarding disposals(692,971)00Revaluations end of year000Carrying amount end of year04,552,86727,687,293 14 Deferred tax ​​Changes during the year2025​DKK2024​DKKBeginning of year26,208,5494,267,100Recognised in the income statement1,397,90221,047,473Other adjustments80,842893,976End of year27,687,29326,208,549Deferred tax relates to intangible assets, property, plant and equipment, receivables, other provisions and tax losses carried forward. The majority of the deferred tax asset relats to tax losses carried forward.​Deferred tax assetsFor the assumptions that the deferred tax assets are recognized, we refer to the description in note 2 "Uncertainty relating to recognition and measurement ". 15 PrepaymentsPrepayments comprise various prepaid expenses. Prepayments are measured at cost. 16 Contributed capitalNumberPar value​DKKNominal ​​value​DKKA-shares319,299,7500.013,192,997B1-shares158,004,0000.011,580,040B2-shares158,004,0000.011,580,040B3-shares1,645,8750.0116,459B4-shares1,645,8750.0116,459638,599,5006,385,995 17 Other provisions Other provisions has a value as of 31.12.2025 of DKK 4,489k. Other provisions consist of recognized losses on onerous contracts. 18 Subordinate loan capitalThe subordinate loan capital is paid during 2025. 19 Deferred incomeDeferred income is composed of income to be recognized in 2026. 20 Changes in working capital2025​DKK2024​DKKIncrease/decrease in receivables23,332,447792,008Increase/decrease in trade payables etc.(19,087,168)(6,820,870)4,245,279(6,028,862) 21 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK2024​DKKTotal liabilities under lease rental or agreements until maturity 15,968,83222,200,381 22 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. 23 SubsidiariesRegistered inCorporate ​​formOwnership ​​​%Cepheo Holding A/SDenmarkA/S94.05Cepheo A/SDenmarkA/S92.63Cepheo Danmark A/SDenmarkA/S92.63Cepheo Norge ASNorwayAS92.63Cepheo Sverige ABSwedenAB92.63Cepheo Polska Sp. Z.o.o.PolandSp. Z.o.o.92.63 43000 63125 -43000 -63125 -43363902 -39171130 4677395 5407066 19831 962788 -38749338 -34789977 1015204 952687 -39764542 -35742664 0 0 0 25216831 0 25216831 0 25216831 0 445500 0 445500 26541 295305 26541 740805 26541 25957636 6385995 6385995 -36368955 18062329 -29982960 24448324 3136419 0 3136419 0 24740403 0 46124 108125 1071351 445500 1015204 952687 0 3000 26873082 1509312 26873082 1509312 26541 25957636 6385995 18062329 24448324 0 174844 174844 -14491898 -14491898 -39764542 -39764542 6385995 -36368955 -29982960 1 Events after the balance sheet dateAfter the balance sheet date, the credit facility has been extended to ensure the future cash flow. ​ ​Besides the above, no 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​DKKFinancial income from group enterprises4,677,3955,407,0664,677,3955,407,066 3 Other financial expenses2025​DKK2024​DKKFinancial expenses from group enterprises10,6640Other interest expenses1,914959,163Other financial expenses7,2533,62519,831962,788 4 Proposed distribution of profit and loss2025​DKK2024​DKKRetained earnings(39,764,542)(35,742,664)(39,764,542)(35,742,664) -39764542 -35742664 -39764542 -35742664 5 Financial assetsInvestments in group enterprises​DKKReceivables from group enterprises​DKKCost beginning of year48,254,76343,356,686Additions25,000,50730,122,895Disposals0(25,000,507)Cost end of year73,255,27048,479,074Impairment losses beginning of year(48,254,763)(18,139,855)Exchange rate adjustments(174,844)0Share of profit/loss for the year(43,363,902)0Investments with negative equity value depreciated over receivables 30,339,219(30,339,219)Investments with negative equity value transferred to provisions 3,136,4190Other adjustments(14,937,399)0Impairment losses end of year(73,255,270)(48,479,074)Carrying amount end of year00A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements. 6 Provisions for investments in group enterprisesThe current provision for investments in group enterprises is recognized due to negative equity in subsidiary. 7 EmployeesThe Entity has no employees other than the Executive Board. The Executive Board has not received any ​​remuneration.20252024Average number of full-time employees00 0 0 8 Contingent liabilitiesThe Entity serves as the administration company in a Danish joint taxation arrangement. According to the joint ​taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the ​jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on interest, royalties and ​dividends for these entities. 9 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 presented in accordance with the provisions of the Danish Financial Statements Act ​​governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year. 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 line 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 consolidationThe 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 line items are recognised in full in the consolidated financial statements. Minority interests’ pro rata shares of the profit/loss and the net assets are disclosed as separate items in Management's proposal for the distribution of net profit/loss and equity, respectively.​​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. RevenueRevenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Contract work in progress is included in revenue based on the stage of completion so that revenue corresponds to the selling price of the work performed in the financial year (the percentage-of-completion method). Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary ​activities, comprising wage reimbursements and gains from sale of fixed assets. Cost of salesCost of sales comprises goods consumed in the financial year measured at cost. 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 write-downs of ​​receivables recognised in current assets. Staff costsStaff costs comprise wages and salaries, social security contributions, pension contributions, etc . Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating toproperty, plant and equipment and intangible ​​assets comprise depreciation, amortisation and impairment losses for the financial year. 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. Income from investments in associatesIncome from investments in associates comprises the pro rata share of the individual associates’ ​profit/loss after pro rata elimination of intra-group profits or losses. Other financial incomeOther financial income comprises interest income, including ​interest income on receivables from group enterprises, net capital or exchange gains on payables ​and transactions in foreign currencies, and tax relief under​the Danish ​Tax Prepayment Scheme etc. Other financial expensesOther financial expenses compriseinterest expenses, including interest expenses on payables to group ​​enterprises, net capital or exchange losses on payables and transactions in foreign currencies, 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.The Parent is jointly taxed with all of its 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 one amount of goodwill,useful life has been determined based on an assessment of 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 period used is 6years. ​​ ​​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 acquired intellectual property rights and prepayments for intangible assets.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 on a straight-line basis over the term of the agreement. The amortisation period used is 5 years.​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount. Property, plant and equipmentOther fixtures and fittings, tools and equipment and leasehold improvements are ​measured at ​cost less accumulated depreciation and impairment losses. ​​​ ​​​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. ​​ ​​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 equipment3-5 yearsLeasehold improvements3-5 yearsFor leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed ​​the contract period. ​​ ​​Estimated 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 in the parent financial statements according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity value plus unamortised goodwill and plus or minus unrealised intra-group profits or losses. Reference is made to the above section on business combinations for more details about the accounting policies applied to 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 difference between cost of investments and fair value of the pro rata share 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 one amount of goodwill, useful life has been determined based on an assessment of 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 6 years. ​​ ​​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. Investments in associatesInvestments in associates are recognised and measured according to the equity method. This ​​means that investments are measured at the pro rata share of the associates’ equity value. ​​ ​​Upon distribution of profit or loss, net revaluation of investments in associates is transferred to the reserve for ​​net revaluation according to the equity method in equity. ​​ ​ ​​Investments in associates are written down to the lower of recoverable amount and carrying amount. Investments in associates fall within the definitions of both participating interests and associates, yet in these consolidated financial statements they have been presented as investments in associates because this designation reflects more accurately the Group’s involvement in the relevant entities. 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. However, no deferred tax is recognised for amortisation of goodwill disallowed for tax purposes and temporary ​differences arising at the date of acquisition that do not result from a business combination and that do not have ​any effect on profit or loss or on taxable income. ​​ ​​Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Contract work in progressContract work in progress is measured at the selling price of the work carried out at the balance sheet date. ​ ​The selling price is measured based on the stage of completion and the total estimated income from the ​individual contracts in progress. The primary contract work in progress derives from time and material contracts of which the hours have been delivered but not invoiced as of the balance sheet date. Few fixed fee contracts is measured based on the stage of completion, determined as the ratio of actual to total budgeted consumption of resources. ​ ​If the selling price of a project in progress cannot be made up reliably, it is measured at the lower of costs ​incurred and net realisable value. ​ ​Each contract in progress is recognised in the balance sheet in receivables or liabilities other than provisions, ​depending on whether the net value, calculated as the selling price less prepayments received, is positive or negative. Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's ​​taxable income, adjusted for prepaid tax. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at ​​cost. CashCash comprises bank deposits. Minority interestsOn initial recognition, minority interests are measured at the minority interests’ share of the acquiree’s net assets measured at fair value. No goodwill related to the minority interests’ equity interests in the acquiree is recognised. Other provisionsOther provisions comprise anticipated costs of loss on ​contract work in progress and lease agreements.​​ ​​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. ​​ ​ ​​Once it is probable that total costs will exceed total income from a contract in progress, provision is made ​​for the total loss estimated to result from the relevant contract. 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. Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income ​​is measured at cost. 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. 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. true Grundlag for konklusion Konklusion 2026-06-30 2026-06-30 Revisionspåtegning Regnskabsklasse C, stor virksomhed 2024-12-31 2024-01-01 33963556 Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab 2300 København S 2025-12-31 2025-01-01 P-Cepheo A/S 43115197 København S 2300 6 Weidekampsgade København København V 1799 1 Paulas Passage