40598081 2025-01-01 2025-12-31 40598081 2025-01-01 2025-12-31 1 40598081 2025-01-01 2025-12-31 1 40598081 2025-01-01 2025-12-31 2 40598081 2025-01-01 2025-12-31 3 40598081 2025-01-01 2025-12-31 1 40598081 2025-01-01 2025-12-31 2 40598081 2024-01-01 2024-12-31 40598081 2025-12-31 40598081 2024-12-31 40598081 2024-12-31 fsa:ContributedCapitalMember 40598081 2024-12-31 fsa:RetainedEarningsMember 40598081 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 40598081 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 40598081 2025-12-31 fsa:ContributedCapitalMember 40598081 2025-12-31 fsa:RetainedEarningsMember 40598081 2024-01-01 2024-12-31 1 40598081 2025-01-01 2025-12-31 1 40598081 2024-01-01 2024-12-31 1 40598081 2025-01-01 2025-12-31 1 40598081 2023-12-31 iso4217:DKK xbrli:pure Michael Leif Berglin Statement by management on the annual reportThe Board of Directors and executive board have today discussed and approved the annual report ofTerranor A/S 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 company's financial position at31 December 2025 and of the results of the company's operations and cash flows for the financial year1 January - 31 December 2025.In our opinion, management's review includes a fair review of the matters dealt with in themanagement's review.We Recommend that the annual report be adopted at the Annual General Meeting. Silkeborg Ivan Dalgaard Pedersen Michael Leif Berglin Chairman Inka Maija Konttur Ivan Dalgaard Pedersen To the Shareholders of Terranor A/S OpinionIn 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 and cash flows for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act.We have audited the Financial Statements of Terranor A/S for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of cash flows, statement of changes in equity and notes, including a summary of significant accounting policies ("the Financial Statements") 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. 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, 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's responsibilities for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view inaccordance with the Danish Financial Statements Act, and for such internal control as Managementdetermines is necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.In preparing the Financial Statements, Management is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting in preparing the Financial Statements unless Management eitherintends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor's responsibilities for the audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Financial Statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with ISAs and the additional requirements applicable in Denmark willalways detect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected toinfluence 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 inDenmark, we exercise professional judgement and maintain professional scepticism throughout theaudit. 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 inpreparing the Financial Statements and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor's report to the related disclosures in the FinancialStatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as a going concern.• Evaluate the overall presentation, structure and contents of the Financial Statements, including thedisclosures, and whether the Financial Statements represent the underlying transactions and eventsin 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. Herning PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Poul Spencer Poulsen Kasper Ladekjær State Authorised Public Accountant State Authorised Public Accountant mne23324 mne50738 Terranor A/S Hårup Bygade 20 8600 Silkeborg 40598081 Silkeborg Platanve 4 7400 Herning Financial highlightsSeen over a 5-year period, the development of the Company may be described by means of thefollowing financial highlights:20252024202320222021TDKKTDKKTDKKTDKKTDKKKey figuresGross profit/loss 162.966 166.083 149.874 146.415 93.943Earnings before interest and taxes(EBIT) 3.963 7.160 -11.410 4.250 -11.590Net financials -3.708 -6.104 -4.163 -2.039 73Profit/loss for the year -124 825 -12.104 1.663 -8.974Balance sheet total 174.635 144.134 179.799 137.238 69.876Investment in property, plant andequipment 28.692 3.998 1.040 1.040 347Equity 26.590 26.714 25.889 37.993 36.330Number of employees 247 241 251 228 175Financial ratiosReturn on assets %2,3 %5,0 %-6,3 %3,1 %-16,6Solvency ratio %15,2 %18,5 %14,4 %27,7 %52,0Return on equity %-0,5 %3,1 %-37,9 %4,5 %-22,0The financial ratios are calculated in accordance with the Danish Finance Society's recommendations andguidelines. For definitions, see the summary of significant accounting policies.Where the accounting policies have been changed, the comparatives for 2021 onwards have beenrestated. For an account of changes in accounting policies, see the summary of significant accountingpolicies.Business reviewTerranor A/S provides services within road maintenance and related to infrastructure services.Recognition and measurement uncertaintiesThere has been no uncertainty regarding recognition and measurement in the Annual Report.Unusual mattersThe financial position at 31 December 2025 of the Company and the results of the activities and cashflows of the Company forthe financial year for 2025 have not been affected by any unusual events.Financial review The income statement of the Company for 2025 shows a loss of TDKK 124, and at 31 December 2025the balance sheet of the Company shows an equity of TDKK 26,590.The financial year 2025 was significantly influenced by the fact that it constituted the final year of thecontract period for the five operational contracts with the Danish Road Directorate, for which theanticipated earnings were not realized. Furthermore, expectations regarding additional orders andincreased volume within these contracts were likewise not met. The Company’s remaining contractsand specialized business units delivered results in line with expectations.Management does not consider the overall financial performance to be satisfactory.Significant events occurring after the end of the financial yearNo events materially affecting the assessment of the Annual Report have occurred after the balancesheet date.Expected development of the company, including specific prerequisites and uncertaintiesThe Company anticipates a positive financial result for 2026 of approximately MDKK 12.Market conditions in 2026 are expected to require a continued strong focus on liquidity managementand profitability. The Company will maintain its strategic focus on operational contracts with the DanishRoad Directorate, as well as the initiation and execution of municipal maintenance contracts. 162966000 166083000 146920000 144552000 12083000 14009000 0 362000 3963000 7160000 44000 977000 3752000 7081000 255000 1056000 379000 231000 -124000 825000 0 0 0 0 56933000 39480000 56933000 39480000 1598000 2006000 1598000 2006000 58531000 41486000 73264000 55924000 39882000 41657000 744000 1514000 2214000 3553000 116104000 102648000 116104000 102648000 174635000 144134000 400000 400000 26190000 26314000 26590000 26714000 916000 537000 916000 537000 45919000 34587000 45919000 34587000 12492000 9526000 13108000 8192000 43669000 30283000 750000 1499000 0 532000 31191000 32264000 101210000 82296000 147129000 116883000 174635000 144134000 400000 26314000 26714000 0 -124000 -124000 400000 26190000 26590000 Net profit/loss for the year Net profit/loss for the year -124000 825000 15076000 20706000 -1145000 -3505000 13807000 18026000 44000 976000 3751000 7081000 10100000 11921000 531000 0 9569000 11921000 28692000 3996000 Fixed asset investments made etc. Fixed asset investments made etc. 408000 -106000 250000 2186000 -28034000 -1916000 0 4474000 12242000 9846000 749000 0 2966000 0 28490000 3695000 0 620000 18465000 -10005000 0 0 0 0 0 0 20252024TDKKTDKK1 Staff costsWages and salaries 130.740 127.877Pensions 13.544 12.426Other social security costs 2.636 4.249146.920 144.552 247 241 According to section 98 B(3) of the Danish Financial Statements Act, renumeration to the executiveboard has not been disclosed. 20252024TDKKTDKK2 Financial costsFinancial expenses, group entities 502 2.522Other financial costs 3.151 3.554Exchange loss 99 1.0053.752 7.081 20252024TDKKTDKK3 Tax on profit/loss for the yearCurrent tax for the year 0 532Deferred tax for the year 379 -301379 231 124000 825000 5 Intangible assetsGoodwillCost at 1 January 202529.254Disposals for the year-29.254Cost at 31 December 20250Impairment losses and amortisation at 1 January 2025 29.254Reversal of impairment and amortisation-29.254Carrying amount at 31 December 2025 0 6 Tangible assetsPlant andmachineryCost at 1 January 2025 60.540Additions for the year 28.692Disposals for the year -3.367Transfers for the year 1.675Cost at 31 December 2025 87.540Impairment losses and depreciation at 1 January 2025 21.060Depreciation for the year 10.836Reversal of impairment and depreciation of sold assets -2.534Transfers for the year 1.245Impairment losses and depreciation at 31 December 2025 30.607Carrying amount at 31 December 2025 56.933Including assests under finance leases amounting to 54.288 7 Fixed asset investmentsDepositsCost at 1 January 2025 2.006Disposals for the year -408Cost at 31 December 2025 1.598Carrying amount at 31 December 2025 1.598 20252024TDKKTDKK8 Contract work in progressWork in progress, selling price 174.553 934.560Work in progress, payments received on account -134.671 -892.90339.882 41.657Recognised in the balance sheet as follows:Contract work in progress under assets 39.882 41.65739.882 41.657 9 PrepaymentsAccruals and deferrals of prepaid expenses for IT, insurance, vehicle tax, etc. 20252024TDKKTDKK10 Provision for deferred taxProvision for deferred tax at 1 January 2025 537 839Deferred tax recognised in income statement 379 -302Provision for deferred tax at 31 December 2025 916 537 11 Long term debtPayments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:20252024TDKKTDKKLease obligationsAfter 5 years 6.592 1.584Between 1 and 5 years 39.327 33.003Non-current portion 45.919 34.587Within 1 year 13.108 8.19259.027 42.779 20252024TDKKTDKK12 Cash flow statement - adjustmentsFinancial income -44 -977Financial costs 3.752 7.081Depreciation, amortisation and impairment losses 10.989 14.372Tax on profit/loss for the year 379 23115.076 20.70720252024TDKKTDKK13 Cash flow statement - change in working capitalChange in receivables -13.456 23.210Change in trade payables, etc. 12.311 -26.715-1.145 -3.505 20252024TDKKTDKK14 Lease commitmentsRent and lease liabilitiesRent and lease obligations under operating leases. Total futurelease payments:Within 1 year 16.498 14.506Between 1 and 5 years 12.761 12.080After 5 years273 029.532 26.586 15 Other contingent liabilitiesCharges and securityTerranor A/S has pledged its assets with a corporate morgage as security for outstanding balanceswith banks. The Nominal amount of the corporate mortgage is MDKK30. The corporate mortgageincludes plants and machinery, inventories and trade receivables owned by Terranor A/S. The group companies are jointly and severally liable for tax on the jointly taxed incomes etc of theGroup. The total amount of corporation tax payable by the Group amounts to DKK 4,716,976.Moreover, the group companies are jointly and severally liable for Danish withholding taxes by wayof dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustmentsof corporation taxes and withholding taxes may increase the Group's liability. 16 Related parties and ownership structureControlling interestTerranor AB 100% ownership shareTransactionsThe Company has chosen only to disclose transactions which have not been made on an arm'slength basis in accordance with section 98(c)(6) of the Danish Financial Statement Act.The Company is included in the Group Annual Report of the Parent Company of the largest andsmallest group:Name: Mutares SE & Co. KGaA Place of registered office: Arnulfstrasse 19, D-80335 Münich, GermanyThe group report of Mutares SE & Co. KGaA can be obtained at the following address:www.mutares.de 17 Subsequent eventsNo events materially affecting the assessment of the Annual Report have occurred after the balancesheet date. Accounting policiesThe annual report of Terranor A/S for 2025 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to mediumsized class C entities.The annual report for 2025 is presented in TDKKRecognition 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.Income statementRevenueRevenue 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.Services are recognised at the rate of completion of the service to which the contract relates by using the percentage-of completion method, which means that revenue equals the selling price of the service completed for the year. This method is applied when total revenues and expenses in respect of the service and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Company. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the service.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales.Other external expensesOther external expenses comprise indirect production costs and expenses for premises, sales as well asoffice expenses, etc.Gross profitWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as asummary of revenue, other operating income and other external expenses.Staff costsStaff costs include wages and salaries, including pensions, social security contributions, etc. made to theentity's employees.Amortisation, depreciation and impairment lossesDepreciation, amortisation and impairment of losses comprise the year's depreciation, amortisationand impairment of intangible assets and property, plant and equipment.Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to themain activities of the Company, including gains and losses on the sale of intangible assets and property,plant and equipment.Financial income and expensesFinancial income and expenses comprise interest, financial expenses in respect of finance leases,realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgageloans as well as extra payments and repayment under the on-account taxation scheme.Tax on profit/loss for the yearTax for the year consists of current tax for the year and deferred tax for the year. The tax attributable tothe profit for year is recognised in the income statement, whereas the tax attributable to equitytransactions is recognised directly in equity.Any changes in deferred tax due to changes to tax rates are recognised in the income statement.The Company is subject to joint taxation togetherwith its wholly owned Danish sister companies. Thetax effect of the joint taxation with the subsidiaries is allocated to enterprises showing profits or lossesin proportion to their taxable incomes (full allocation with credit for tax losses).Balance sheetIntangible fixed assetsGoodwillGoodwill is amortised on a straight-line basis over the estimated useful life of 5 years, determined onthe basis of Management’s experience with the individual business areas.The carrying amount of goodwill is assessed on an ongoing basis and is written down to recoverablevalue in the income statement if the carrying amount exceeds the discounted value of the expectedfuture net income from the business or activity to which the goodwill is linked.Property, plant and equipmentProperty, plant and equipment are measured at cost less accumulated depreciation and less anyaccumulated impairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the timewhen the asset is ready for use.Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over theexpected useful lives of the assets, which are:Plants and machinery2-10yearsFor assets subject to finance leases, the depreciation period cannot exceed the contract period.Depreciation period and residual value are reassessed annually.Impairment of fixed assetsThe carrying amounts of intangible assets and property, plant and equipment and investments arereviewed on an annual basis to determine whether there is any indication of impairment other thanthat expressed by amortisation and depreciation. If so, the asset is written down to its lowerrecoverable amount.Other fixed asset investmentsOther fixed asset investments consist of deposits.ReceivablesReceivables are measured in the balance sheet at the lower of amortised cost and net realisable value,which corresponds to nominal value less provisions for bad debts.Contract work in progressContract work in progress is measured at selling price of the work performed calculated on the basis ofthe stage of completion. The stage of completion is measured by the proportion that the contractexpenses incurred to date bear to the estimated total contract expenses. Where it is probable that totalcontract expenses will exceed total revenues from a contract, the expected loss is recognised as anexpense in the income statement.Where the selling price cannot be measured reliably, the selling price is measured at the lower ofexpenses incurred and net realisable value.Payments received on account are set off against the selling price. The individual contracts are classifiedas receivables when the net selling price is positive and as liabilities when the net selling price isnegative.Expenses relating to sales work and the winning of contracts are recognised in the income statement asincurred.PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions andinterest.Deferred tax assets and liabilitiesDeferred tax is recognised in respect of all temporary differences between the carrying amount and thetax base of assets and liabilities. However, deferred tax is not recognised in respect of temporarydifferences concerning goodwill not deductible for tax purposes and other items - apart from businessacquisitions - where temporary differences have arisen at the time of acquisition without affecting theprofit for the year or the taxable incomeDeferred tax is measured on the basis of the tax rules and tax rates that will be effective under thelegislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. Incases where the computation of the tax base may be made according to alternative tax rules, deferredtax is measured on the basis of the intended use of the asset and settlement of the liability,respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value atwhich the asset is expected to be realised, either by elimination in tax on future earnings or by set-offagainst deferred tax liabilities.Deferred tax assets and liabilities are offset within the same legal tax entity.Current tax receivables and liabilitiesCurrent tax receivables and liabilities are recognised in the balance sheet at the amount calculated onthe basis of the expected taxable income for the year adjusted for tax on taxable incomes for prioryears. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and anintention to settle on a net basis or simultaneously.Financial liabilitiesLoans, such as loans from credit institutions, are recognised initially at the proceeds received net oftransaction expenses incurred. Subsequently, the loans are measured at amortised cost; the differencebetween the proceeds and the nominal value is recognised as an interest expense in the incomestatement over the loan period.Other debts are measured at amortised cost, substantially corresponding to nominal value.Cash flow statementThe cash flow statement shows the company's cash flows for the year, broken down under cash flowsfrom operating, investing and financing activities, the year's changes in cash and cash equivalents andthe company's cash and cash equivalents at the beginning and at the end of the year.Cash flows from operating activitiesCash flows from operating activities are calculated as the net profit/loss for the year adjusted forchanges in working capital and non-cash operating items such as depreciation, amortisation andimpairment losses, and provisions. Working capital comprises current assets less short-term debtexcluding items included in cash and cash equivalents.Cash flows from investing activitiesCash flows from investing activities comprise cash flows from acquisitions and disposals of intangibleassets, property, plant and equipment as well as fixed asset investments.Cash flows from financing activitiesCash flows from financing activities comprise cash flows from the raising and repayment of long-termdebt as well as payments to and from shareholders.Cash and cash equivalentsCash and cash equivalents comprise ”Cash at bank and in hand” and ”Current asset investments”.”Current asset investments” consist of short-term securities with an insignificant risk of value changesthat can readily be turned into cash.The cash flow statement cannot be immediately derived from the published financial records.Financial HighlightsDefinitions of financial ratios.Profit/loss of primary operations x 100Return on assetsTotal assets at year endEquity at year end x 100Solvency ratioTotal assets at year endNet profit for the year x 100Return on equityAverage equity true Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2025-01-01 2025-12-31 2024-01-01 2024-12-31 2026-06-30 Reporting class C, medium-size enterprise 2019-06-20 2026-06-30 40598081 Terranor A/S Hårup Bygade 20 8600 Silkeborg Opinion Basis for Opinion 2026-06-30 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Platanvej 4 7400 Herning