31604206 2025-01-01 2025-12-31 31604206 2025-01-01 2025-12-31 2 31604206 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_1 31604206 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_2 31604206 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_3 31604206 2025-01-01 2025-12-31 1 31604206 2023-01-01 2023-12-31 31604206 2022-01-01 2022-12-31 31604206 2021-01-01 2021-12-31 31604206 2023-12-31 31604206 2022-12-31 31604206 2021-12-31 31604206 2024-01-01 2024-12-31 31604206 2025-12-31 31604206 2024-12-31 31604206 2025-01-01 fsa:ContributedCapitalMember 31604206 2025-01-01 fsa:RetainedEarningsMember 31604206 2025-01-01 31604206 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 31604206 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 31604206 2025-12-31 fsa:ContributedCapitalMember 31604206 2025-12-31 fsa:RetainedEarningsMember 31604206 2025-01-01 fsa:LandAndBuildingsMember 31604206 2025-12-31 fsa:LandAndBuildingsMember 31604206 2025-01-01 2025-12-31 fsa:LandAndBuildingsMember 31604206 2025-12-31 ClassOfSharesIdentifier_list_2 31604206 2025-12-31 ClassOfSharesIdentifier_list_3 iso4217:USD pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2025-01-01 2024-01-01 2025-12-31 2024-12-31 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Regnskabsklasse C, stor virksomhed Revisionspåtegning true 2026-02-20 Henrik Holm The Executive Board has today considered and adopted the Annual Report of TP Aerospace Solutions ApS for the financial year 1 January - 31 December 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and of the results of the Company operations for 2025. 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. Valby 2026-02-20 Nikolaj Lei Jacobsen Tinneke Torpe Nicolai Peter Hertz To the shareholder of TP Aerospace Solutions ApS Opinion 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.We have audited the Financial Statements of TP Aerospace Solutions ApS for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”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 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 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 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 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 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 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. Hellerup 2026-02-20 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Thomas Baunkjær Andersen Oliver Svane State Authorised Public Accountant State Authorised Public Accountant mne35483 mne49837 TP Aerospace Solutions ApS Kirsten Walthers Vej 12 2500 Valby 31604206 Copenhagen Strandvejen 44 2900 Hellerup Seen over a 5-year period, the development of the Company is described by the following financial highlights:Explanation of financial ratios are disclosed in accounting polices - note 15. 48964000 52462000 28635000 3382000 5385000 4469000 1758000 4089000 2757000 622000 -2685000 -1540000 1856000 970000 949000 70264000 171070000 89025000 21240000 19384000 18414000 3 5 9 9 11 0.012 0.064 0.069 0.103 0.156 0.011 0.035 0.036 0.078 0.096 0.923 0.798 0.302 0.113 0.207 0.052 0.172 0.091 0.051 0.053 Key activitiesTP Aerospace is the leading aftermarket supplier of wheels and brakes, carrying the world’s largest ready to go inventory in the market for most commercial, regional and commuter aircraft types. From our locations in Copenhagen, Hamburg, Brno in Czech Republic, East Midlands (UK), Orlando, Las Vegas, Singapore, Bangkok, Kuala Lumpur, Melbourne and Brisbane, we offer our services to airlines all over the world through our Components, Programs and Distribution divisions, supported by our extensive in-house MRO capabilities.The main activity of TP Aerospace Solution ApS consists of trading and wholesale of wheel and brake components in the aftermarket (Used Serviceable Material).Development in the yearThe income statement of the Company for 2025 shows a profit of TUSD 1,345, and at 31 December 2025 the Company's equity amounts to TUSD 26,578.The past year and follow-up on development expectations from last yearThe financial performance for 2025 ended below expectations as outlined in the 2024 annual report which assumed revenue in the range of MUSD 45-55 and gross profit margin between 5% and 8%. 2025 revenue reached TUSD 31,495, driven by a slowdown in customer demand and consequently sales of Used Service Material (‘USM’) which was also unfavorably impacted by a reduced amount of aftermarket wheels and brakes available for sourcing. Gross profit in 2025 reached TUSD 391 equal to a gross profit margin of 1.2% while earnings before net financials and tax reached TUSD 340 and are both considered at an unsatisfactory level.Business risksTP Aerospace is Part 145, ISO 9001 and AS 9120 approved. To retain this certification level there is continuing focus on quality and risk management.Financial exposureManagement does not consider that the company has any financial exposure of significance.OutlookEven though TP Aerospace Solutions ApS‘ revenue declined in 2025, the overall activity level in aviation showed a continued positive development in air traffic demand, aircraft utilization and aircraft fleet in service, and this trend is expected to continue at a slower pace in 2026. On this basis, our expectation is a regained sales momentum for wheel and brake components in the aftermarket and a higher activity level among our customers. Our financial performance for 2026 is expected to reflect the above with revenue in the range of USD 35-45m and gross profit margin between 5% and 8%.The above expectations assume that the global macroeconomic environment – including interest rate developments, currency fluctuations, and the broader geopolitical landscape – remains broadly stable at levels comparable to those at the end of 2025 and does not materially alter the business conditions for TP Aerospace. Furthermore, the outlook assumes that inflation stabilizes at a level below 4% throughout 2026, and that key exchange rates, particularly the US dollar against the Euro and Danish krone, remain close to end 2025 levels for the duration of 2026.Our outlook is subject to risks and uncertainties as various factors, many of which are beyond TP Aerospace’s control, may cause the actual development and financial results to differ materially from expectations.Research and developmentTo support the growth strategy of the company, TP Aerospace continues to develop its product platform, capacity, capability and global footprint.External environmentTP Aerospace acknowledges its community responsibility. Operating in the aftermarket, reuse of parts is an integrated part of our strategy. For further information. reference is made to the consolidated financial statements for TPA Holding I A/S.Intellectual capital resourcesAll employees in TP Aerospace go through continuous training and evaluation to increase the Company’s knowledge level.Uncertainty relating to recognition and measurementIn the application of the Company’s accounting policies, TP Aerospace Solutions ApS is required to make accounting judgements, estimates and assumptions which form basis for the financial statements that are not readily apparent from other sources. Description of critical accounting judgement, estimates and assumptions are included in the section “Accounting policies”.Unusual eventsThe financial position at 31 December 2025 of the Company and the results of the activities and cash flows of the Company for the financial year for 2025 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. Statement of corporate social responsibility, cf. section 99a of the Financial Statements ActTP Aerospace acknowledges its community responsibility. Operating in the aftermarket, reuse of parts is an integrated part of our strategy. For the statutory statement on §99a, reference is made to the consolidated financial statements for TPA Holding I A/S (CVR no. 38473492).TP Aerospace’s COP report and diversity policy are described in the consolidated financial statements for TPA Holding I A/S (CVR no. 38473492). Statement on data ethics, cf. section 99d of the Financial Statements ActTP Aerospace’s business policy on data ethics and the related data processes and procedures are described in the consolidated financial statements for TPA Holding I A/S (CVR no. 38473492). 31494000 37894000 0 405000 29543000 35109000 1560000 771000 391000 2419000 43000 1098000 8000 8000 340000 1313000 672000 5663000 104000 1856000 908000 5120000 -437000 1127000 1345000 3993000 82000 90000 82000 90000 82000 90000 20053000 23273000 20053000 23273000 998000 1666000 5193000 0 348000 28000 329000 20000 138000 0 61000 66000 7067000 1780000 1597000 6458000 28717000 31511000 28799000 31601000 27000 27000 26551000 25206000 26578000 25233000 496000 277000 1145000 2095000 525000 2831000 0 1127000 55000 38000 2221000 6368000 2221000 6368000 28799000 31601000 27000 25206000 25233000 0 1345000 1345000 27000 26551000 26578000 Geographical segmentsRevenue, Americas Region8,67710,375Revenue, APAC Region6,84313,173Revenue, EMEA Region15,97414,34631,49437,894The Company is not considered to have different business segments. Goverment grants04050405Goverment grants primarily contain income from relief packages. 43000 1083000 0 16000 0 -2000 0 1000 43000 1098000 100000 100000 3 5 In 2025, the company's employees only consist of the company directors, who are not paid remuneration directly by the company. The company hires labor from group companies. Remuneration to the Executive Management:The remuneration paid to Executive Management in 2025 is made in other Group companies. Amounts allocated for Executive Management functions in the Company are USD 100k, for the financial year 2025. 521000 3736000 82000 56000 69000 1871000 672000 5663000 -128000 1127000 -309000 0 -437000 1127000 1345000 3993000 161000 161000 71000 8000 79000 82000 20 years Deferred tax asset at 1 January2020Amounts recognised in the income statement for the year3090Deferred tax asset at 31 December32920Property, plant and equipment-21-20Tax loss carry-forward-3080Transferred to deferred tax assets3292000Deferred tax assetCalculated tax assets32920Carrying amount32920The recognised tax asset comprises timing differences relating to property, plant and equipment and tax loss carry-forward. In the years ahead, the Company or the group of jointly taxed enterprises expect to realise the recognised deferred tax asset; on that basis, the asset has been recognised at 31 December 2025. Prepayments consist of prepaid expenses concerning event and insurance costs paid in advance for subsequent years. TUSD1,2506527 A-shares 26000 B-shares 1000 Charges and securityAs security for borrowings and Group companies’ bank commitments, the Company has provided security in the form of share capital, inventory, tangible assets, and goodwill.The Group has issued senior secured bonds, under which a comprehensive security package has been granted in favour of the bondholders through the appointed Security Agent. The security comprises of share pledge over all outstanding shares, pledges over all present and future Material Intragroup Loans, and existing floating charge owner's mortgage deeds for the parent company TPA Holding I A/S and it's Danish subsidiaries including the Company. Guarantee obligationsThe Company is part of a payment guarantee between the Danish Group companies (TP Aerospace PRO ApS, TP Aerospace Solutions ApS, TP Aerospace Distribution ApS, TP Aerospace Holding A/S, TPA Holding II A/S and TPA Holding I A/S) and TP Aerospace Americas and the Group's credit institutions.In connection with the bond financing, the Group has entered into a Guarantee and Adherence Agreement. Under this agreement, all orginal gurantors; TP Aerospace Holding A/S, TP Aerospace Pro ApS, TP Aerospace Solutions ApS, TP Aerospace Americas Corp., provide guarantees securing punctual performance of all obligations under the Senior Finance Documents. The guarantess constitute joint and several (where applicable) obligations to the Group's commitments under the bond terms and remain in force until all secured obligations have been irrevocably discharged.Other contingent liabilitiesThe Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of CC Green Wall invest ApS, which is the management company of the joint taxation purposes. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability.Other financial obligationsThe Company has entered into distribution agreements with several suppliers. These agreements include various purchase-related commitments. Under certain agreements, the Company 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 Company. Overall, the Company’s obligations under these arrangements vary by supplier and may include commitments related to forecasted demand, purchase patterns, or other operational requirements. Where no such contractual obligation exist, purchases are made based on operational needs and market conditions. Controlling interestCataCap I K/S, CopenhagenUltimate capital owner, 42 %TP Aerospace Holding A/S, ValbyCapital owner, 100 %CataCap I K/S ultimately controls the majority of the votes in the Group, due to specific rights in the ownership agreement between parties.TransactionsThe Company has chosen only to disclose transactions which have not been made on an arm's length basis in accordance with section 98(c)(6) of the Danish Financial Statements Act.All transactions with related parties have occurred on normal market conditions in the financial year 2025. Consolidated Financial StatementsThe Company is included in the Group Annual Report of the Parent Company of the group:TPA Holding I A/SValbyThe Group Annual Report of TPA Holding I A/S may be obtained at the following address:TPA Holding I A/Sc/o TP AerospaceKirsten Walthers Vej 122500 ValbyDanmark In accordance with section 96(3) of the Danish Financial Statements Act, fees paid the auditors appointed at the annual general meeting has been omitted as it is included in the consolidated financial statements in TPA Holding I ApS. No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The Annual Report of TP Aerospace Solutions ApS for 2025 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to large enterprises of reporting class C.The accounting policies applied remain unchanged from last year.The Financial Statements for 2025 are presented in TUSD. The exchange rate is 6,35 as of 31 December 2025 and 7,14 as of 31 December 2024. With reference to section 86(4) of the Danish Financial Statements Act and to the cash flow statement included in the consolidated financial statements of TPA Holding I A/S, the Company has not prepared a cash flow statement. 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.Critical accounting judgements, estimates and assumptionsIn the application of the Company's accounting policies, Management is required to make accounting judgements, estimates and assumptions that are not readily apparent from other sources in order to serve as the basis for the preparation of the financial statements. The estimates, judgements and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognised in the period in which the estimate is changed if the change affects only that period, or in the period of the change and future periods if the change affects both current and future periods. In particular, the accounting judgements, estimates and assumptions relate to the following matters: • Inventories are recognised at cost less write-down to net realisable value in case of impairment. The estimate of the required write-downs is made on the basis of an assessment of the individual characteristics and historical sales patterns for the inventories in the perspective of a value loss over time. In addition, further write-downs are made to the extent that impairment is indicated specifically. All 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 policiesUSD 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. Gains and losses 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.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 rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement.Fixed assets acquired in foreign currencies are measured at the transaction date rates. Segment information on revenueInformation on geographical segments is based on the Company´s risks and returns and its internal financial reporting system. Geographical segments are regarded as the primary segments. 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 Company.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Cost of goods soldCost of goods sold comprise the purchase price etc. for goods sold in the year. Other external expensesOther external expenses comprise expenses for premises, sales and distribution as well as office expenses, etc. 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 depreciation and impairment of 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 Company, including gains and losses on the sale of property, plant and equipment. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.The Company is jointly taxed with CC Green Wall Invest ApS. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes. 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. 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:Land and buildings20 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 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 depreciation.If so, the asset is written down to its lower recoverable amount. 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. The net realisable value is determined allowing for marketability, obsolescence and development in expected selling price.The cost of goods for resale equals landed cost. 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. PrepaymentsPrepayments recognized under current assets include incurred expenses related to subsequent financial years. Deferred tax assets and liabilitiesDeferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets 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 within the same legal tax entity.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. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Current tax receivables and liabilitiesCurrent tax liabilities and receivables are recognised in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Extra payments and repayment under the on-account taxation scheme are recognised in the income statement in financial income and expenses. Loans 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. Financial HighlightsExplanation of financial ratiosGross marginGross profit x 100 / RevenueProfit marginProfit/loss of primary operations x 100 / RevenueSolvency ratioEquity at year end x 100 / Total assets at year endReturn on equityNet profit for the year x 100 / Average equity