43839306 2025-01-01 2025-12-31 3 43839306 2025-01-01 2025-12-31 6 43839306 2025-01-01 2025-12-31 43839306 2025-01-01 2025-12-31 1 43839306 2024-01-01 2024-12-31 43839306 2025-12-31 43839306 2024-12-31 43839306 2025-01-01 d:DevelopmentProjectsInProgressMember 43839306 2025-01-01 2025-12-31 d:DevelopmentProjectsInProgressMember 43839306 2025-12-31 d:DevelopmentProjectsInProgressMember 43839306 2025-01-01 d:DepositsLongtermInvestmentsAndReceivablesMember 43839306 2025-01-01 2025-12-31 d:DepositsLongtermInvestmentsAndReceivablesMember 43839306 2025-12-31 d:DepositsLongtermInvestmentsAndReceivablesMember 43839306 2025-01-01 d:ContributedCapitalMember 43839306 2024-01-01 d:ContributedCapitalMember 43839306 2025-01-01 2025-12-31 d:ContributedCapitalMember 43839306 2024-01-01 2024-12-31 d:ContributedCapitalMember 43839306 2025-12-31 d:ContributedCapitalMember 43839306 2024-12-31 d:ContributedCapitalMember 43839306 2025-01-01 d:SharePremiumMember 43839306 2024-01-01 d:SharePremiumMember 43839306 2025-01-01 2025-12-31 d:SharePremiumMember 43839306 2024-01-01 2024-12-31 d:SharePremiumMember 43839306 2025-01-01 d:ReserveForDevelopmentExpenditureMember 43839306 2024-01-01 d:ReserveForDevelopmentExpenditureMember 43839306 2025-01-01 2025-12-31 d:ReserveForDevelopmentExpenditureMember 43839306 2024-01-01 2024-12-31 d:ReserveForDevelopmentExpenditureMember 43839306 2025-01-01 d:RestOfOtherReservesMember 43839306 2024-01-01 d:RestOfOtherReservesMember 43839306 2025-01-01 2025-12-31 d:RestOfOtherReservesMember 43839306 2024-01-01 2024-12-31 d:RestOfOtherReservesMember 43839306 2025-12-31 d:RestOfOtherReservesMember 43839306 2024-12-31 d:RestOfOtherReservesMember 43839306 2025-01-01 d:RetainedEarningsMember 43839306 2024-01-01 d:RetainedEarningsMember 43839306 2025-01-01 2025-12-31 d:RetainedEarningsMember 43839306 2024-01-01 2024-12-31 d:RetainedEarningsMember 43839306 2025-12-31 d:RetainedEarningsMember 43839306 2024-12-31 d:RetainedEarningsMember 43839306 2025-01-01 2025-12-31 1 43839306 2025-01-01 2025-12-31 2 43839306 2025-01-01 2025-12-31 1 43839306 2025-01-01 2025-12-31 2 43839306 2025-01-01 2025-12-31 3 43839306 2025-01-01 2025-12-31 4 43839306 2025-01-01 2025-12-31 5 iso4217:DKK xbrli:pure Årsrapport 34209936 Grant Thornton, Godkendt Revisionspartnerselskab Lautrupsgade, 11 2100, København Ø 2024-01-01 2024-12-31 2025-01-01 2025-12-31 43839306 Clair Scientific ApS Hørkær 1A, 1. 2730 Herlev Grant Thornton, Godkendt Revisionspartnerselskab 34209936 Morten Høgh-Petersen statsautoriseret revisor mne34283 Lautrupsgade 11 2100 København Ø Danmark +45 33 110 220 info@dk.gt.com 2026-06-30 Anders Clemen Jakobsen Regnskabsklasse B Revisionspåtegning Ja CaseWare fra Revisorgruppen Danmark anpartshaverne København 2026-06-30 Herlev 2026-06-30 Grundlag for konklusion Konklusion 241541 2001682 3810634 1319371 -3569093 682311 14332 7936 5056 499 -3559817 689748 -819209 119986 -2740608 569762 -4199522 -849557 1458914 1419319 3690042 1819640 3690042 1819640 84645 61200 84645 61200 3774687 1880840 623907 0 623907 0 479041 282293 97139 226737 576180 509030 4980201 10481688 6180288 10990718 9954975 12871558 0 53894 53894 2878233 1419319 6580017 10779539 9512144 12252752 48153 400321 48153 400321 382 0 104013 63863 290283 154622 394678 218485 394678 218485 9954975 12871558 3662364 1300088 112180 0 36090 19283 3810634 1319371 6 2 1819640 1870402 3690042 3690042 61200 23445 84645 84645 53894 40000 0 13894 53894 53894 0 -132250 0 11673159 0 11540909 0 -1419319 0 1419319 1419319 1419319 1458914 0 2878233 1419319 10779539 88187 -4199522 -849557 0 11540909 6580017 10779539 Today, the Board of Directors and the Executive Board have approved the annual report of Clair Scientific ApS for the financial year 1 January - 31 December 2025. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company's operations for the financial year 1 January – 31 December 2025. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Anders Clemen Jakobsen Hugh William Simons Myron Wai Leung Seto Jesper Møller Johansen Anders Clemen Jakobsen Astri Bjørnetun Haugen Hugh William Simons We have audited the financial statements of Clair Scientific ApS for the financial year 1 January - 31 December 2025, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity and notes, for the Company. The financial statements are prepared under the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2025, and of the results of the Company's operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act. Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Den­mark. Our responsibilities under those standards and requirements are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Den­mark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of 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 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 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 judgment and maintain professional skepticism 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 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 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 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. 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. Statement on Management’s ReviewManagement 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, we conclude that Management’s Review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of Management’s Review. Description of key activities of the companyClair Scientific develops and commercializes quantitative phase imaging (QPI) microscopy systems and software for non-destructive measurement and analysis of biological samples and materials. The company's core technology platform enables label-free, high-resolution phase imaging of living cells, tissues, and other specimens. Primary applications include research in cell biology and biophysics, pre-clinical and quality assurance workflows in pharmaceutical and life science manufacturing, and emerging applications in materials science and industrial quality control. The company sells microscope systems, accessories, and related services to academic institutions, contract research organizations, and commercial partners. Product development, technical support, and go-to-market activities constitute the primary operational focus. Significant changes in the company's activities and financial mattersThe gross profit for the year totals DKK 242thousand against DKK 2.002thousand last year. Profit or loss from ordinary activities after tax totals DKK -2.741thousand against DKK 570thousand last year. Management considers the net profit or loss for the year satisfactory. Events occurring after the end of the financial yearNo events of material significance to the annual report for 2025 have occured after the balance sheet date. The annual report for Clair Scientific ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Recognition and measurement in generalIncome is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, write-downs for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the company and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the company and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Gross profitGross profit comprises the revenue, changes in inventories of finished goods, and work in progress, own work capitalised, other operating income, and external costs. Revenue The enterprise will be applying IAS 18 as its basis of interpretation for the recognition of revenue. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Revenue is measured at the fair value of the consideration promised exclusive of VAT and taxes and less any discounts relating directly to sales. Own work capitalisedOwn work capitalised includes staff cost and other internal costs incurred during the financial year and recognised in the cost of proprietary intangible and tangible fixed assets. Other operating income Other operating income comprises items of a secondary nature as regards the principal activities of the enterprise, including profit from the disposal of intangible and tangible assets as well as operating loss and conflict compensation. Compensation is recognized when it is overwhelmingly probable that the company will receive the compensation. Other external expenses Other external expenses comprise expenses incurred for distribution, sales, advertising, administration, premises, loss on receivables, and operational leasing costs. Staff costsStaff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Financial income and expensesFinancial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, realised and unrealised capital gains and losses relating to securities, debt and transactions in foreign currency, amortisation of financial assets and liabilities. Tax on net profit or loss for the yearTax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity.  Intangible assetsDevelopment projects, patents, and licencesDevelopment costs and internally generated rights are recognised in the balance sheet as development projects in progress. Patents and licenses are measured at cost less accrued amortisation. Patents are amortised on a straightline basis over the remaining patent period and licenses are amortised over the contract period, however, for a maximum of 10 years. Profit and loss from the sale of development projects, patents, and licenses are measured as the difference between the sales price less sales costs and the carrying amount at the time of sale. Profit or loss are recognised in the income statement as other operating income or other operating expenses, respectively. DepositsDeposits are measured at amortised cost and represent lease deposits, etc. Impairment loss relating to non-current assetsThe carrying amount of both intangible and tangible fixed assets are subject to annual impairment tests in order to disclose any indications of impairment beyond those expressed by amortisation and depreciation respectively. If indications of impairment are disclosed, impairment tests are carried out for each individual asset or group of assets, respectively. write-down for impairment is done to the recoverable amount if this value is lower than the carrying amount. The recoverable amount is the higher value of value in use and selling price less expected selling cost. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the asset group and expected net cash flows from the sale of the asset or the asset group after the end of their useful life. Previously recognised impairment losses are reversed when conditions for impairment no longer exist. Impairment relating to goodwill is not reversed. InventoriesInventories are measured at cost according to the FIFO method. In cases when the net realisable value of the inventories is lower than the cost, the latter is written down for impairment to this lower value. Costs of goods for resale, raw materials, and consumables comprise acquisition costs plus delivery costs. Costs of manufactured goods and work in progress comprise the cost of raw materials, consumables, direct wages, and indirect production costs. Indirect production costs comprise indirect materials and wages, maintenance and depreciation of machinery, factory buildings, and equipment used in the production process, and costs for factory administration and factory management. Borrowing expenses are not recognised in cost. The net realisable value for inventories is recognised as the estimated selling price less costs of completion and selling costs. The net realisable value is determined with due consideration of negotiability, obsolescence, and the development of expected market prices. ReceivablesReceivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value. The company has chosen to use IAS 39 as a basis for interpretation when recognising impairment of financial assets, which means that impairments must be made to offset losses where an objective indication is deemed to have occurred that an account receivable or a portfolio of accounts receivable is impaired. If an objective indication shows that an individual account receivable has been impaired, an impairment takes place at individual level. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. Cash and cash equivalentsCash and cash equivalents comprise cash at bank and on hand. EquityReserve for development costs The reserve for development costs comprises recognised development costs less related deferred tax liabilities. The reserve cannot be used as dividends or for covering losses. The reserve is reduced or dissolved if the recognised development costs are amortised or abandoned. This is done by direct transfer to the distributable reserves of the equity. Income tax and deferred taxCurrent tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisionsOther liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. Disclosure of assumptions related to development projects Clair Scientific's capitalised development projects (DKK 3.7m) comprise software and firmware development for quantitative phase imaging (QPI) microscope systems, including calibration methodologies, measurement precision enhancement, and image processing algorithms. As of 31 December 2025, product development was substantially complete. However, commercial sales had not yet commenced. Management has capitalised development costs based on the following key assumptions regarding future economic benefits: Market adoption: Adoption by key opinion leaders (KOLs) within the research market will drive broader market acceptance, consistent with typical adoption patterns in research instrumentation. Volume and pricing: The company assumes sufficient unit sales at sustainable pricing levels to generate positive returns on the capitalised development investment. Useful life: The developed technology is expected to generate revenue for 5–7 years, consistent with research microscope replacement cycles. Market size: The addressable market encompasses research institutions and pre-clinical laboratories across multiple scientific fields. Impairment risk: As commercial sales had not commenced as of year-end, the realisation of these assumptions is not yet validated. Should market adoption not materialise as anticipated, or should commercial viability not be achieved at sufficient volume, the carrying amount may be subject to impairment. Management will assess these assumptions against actual sales performance in subsequent periods. 5.Contractual obligations and contingencies, etc. DKK in thousands Lease liabilities31 Total contractual obligations31 Total contingent liabilities0 Total contractual obligations and contingent liabilities31 Lease liabilities:The company has entered into operating lease agreements.  The lease agreements have a remaining term of 3 months, with a total nominal outstanding lease payment of DKK 31 thousand. There has been no contractual obligations.